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Difference between Bylaws and Constitution – 5 Major Differences | Business Law

Difference between bylaws and constitution

Organizations’ operations and decision-making processes are governed by bylaws and constitutions. The two are similar in terms of establishing rules and guidelines, but they differ in several distinct ways. Let’s explore each in greater detail.


Constitutions are fundamental documents that serve as the highest authority of any organization. As well as describing the organization’s fundamental principles, structure, and purpose, it also outlines the rights, responsibilities, and powers of its members.

Typically, constitutions are associated with organizations with significant importance, such as governments, non-profits, and professional organizations.

The following are characteristics of a constitution:

characteristics of a constitution

Foundational Document:

Document defining an organization’s identity, objectives, and overall framework. A constitution is considered the supreme or foundational document of an organization.

Board and General:

A constitution usually defines the purpose, structure, and membership of an organization, as well as its mission, vision, values, and long-term objectives.

Difficult to Amend:

A constitution is often more difficult to amend than a bylaw, compared to the other documents. In order to ensure that any changes are considered significant and align with the organization’s core principles, the amendment process usually involves a high degree of consensus or formal voting.

Structure and Powers:

Constitutions define the organization’s structure, including the responsibilities and roles of key officers, board members, and committees. As well as outlining the powers and limitations of these positions, they also explain the process for appointing or removing them.

Members’ Rights and Obligations:

Constitutions typically outline members’ rights and obligations. This may include membership eligibility criteria, voting rights, participation requirements, and expulsion procedures.


Bylaws are a set of rules and regulations that provide specific guidelines for the internal operation and day-to-day functioning of an organization. Besides expanding on the principles established in the constitution, they provide more detailed information about the activities and governance of the organization.

Corporations, non-profit organizations, clubs, and associations typically have bylaws.

The following are characteristics of bylaws:

characteristics of bylaws

Specific and Detailed:

The bylaws contain detailed provisions that regulate specific aspects of an organization’s activities. They provide more specific guidelines than a constitution, which contains broader principles.

Internal Governance:

Bylaws mainly address internal governance issues, such as membership requirements, meetings, decision-making processes, financial management, and procedures for electing officers or board members.

Easier to Amend:

It is easier to amend bylaws than constitutions. Organizations may require a majority or a specified quorum to amend bylaws. This allows for greater flexibility to address changing circumstances and operational issues.

Administrative Procedures:

An organization’s bylaws outline administrative procedures to ensure efficient and effective functioning. Examples include guidelines for holding meetings, keeping records, handling finances, and handling conflicts of interest.

Complementary To Constitutions:

It is complementary to the constitution, expanding on the principles and structure established in the constitution by providing operational details to implement the broader provisions of the constitution.

Differences between Bylaws and Constitution:

Some of the differences between bylaws and constitution are as follows:

Differences between Bylaws and Constitution

A) Scope and Purpose:


A constitution is an organization’s foundational document, which defines the organization’s identity, mission, vision, and core values.

In defining the organization’s purpose and goals, the constitution sets the direction for the organization’s activities and outlines the broad principles that guide the organization’s operations, structure, and decision-making processes.


Bylaws, on the other hand, are focused on the organization’s internal governance and day-to-day functioning. Bylaws provide specific rules and procedures for a company’s operations and provide detailed information about the organization’s activities and governance.

Bylaws provide a framework for implementing the principles established by the constitution. These documents cover a wide range of topics, including membership requirements, meeting protocols, decision-making processes, financial management, and officer responsibilities.

B) Amendment Process:


The constitution usually has a more stringent amendment process. As a result of the constitution representing the organization’s fundamental principles and purpose, changes to the constitution require a higher level of consensus or a formal voting process.

Usually, amendments to the constitution are considered significant and may require the approval of a supermajority or through a special process specified in the constitution.


The bylaws, on the other hand, are generally easier to amend. Organizations can adjust bylaws to meet specific operational requirements more readily. A majority vote or quorum is generally required to amend bylaws. Organizations can adjust internal rules and procedures more easily due to the relative ease of amending bylaws.

C) Level of Detail:


A constitution provides an organization’s structure and purpose, and provides overarching principles and guidelines. These documents do not elaborate on operational procedures in detail. Instead, they emphasize the mission, vision, membership eligibility, and overall objectives of the organization.

The constitution sets the tone and provides a framework for decision-making for the organization.


A bylaw is more specific and detailed than a constitution, dealing with practical aspects of the organization. Among the topics covered in bybylaws are membership criteria, meeting protocols, voting procedures, officer and board responsibilities, financial management, and conflict resolution.

As defined in the constitution, the bylaws provide a practical roadmap for executing the organization’s mission.

D) Legal Requirement:


The constitution is required by law in some jurisdictions for certain types of organizations, such as non-profit organizations, charities, and professional associations. It is possible to include specific provisions in the constitution, such as the organization’s purposes, board composition rules, and member rights.

To establish the legal status and obligations of an organization, it is often necessary to file a constitution with the government authorities.


Though bylaws aren’t always legally required, they serve as essential internal governance tools that provide a framework to organize and run an organization. In addition to providing guidance to the board of directors, members, officers, and members of the organization, bylaws also ensure transparency, fairness, and consistency in decision-making.

It is considered good governance practice to have well-drafted bylaws even though they aren’t mandated by law.

E) Hierarchy:


An organization’s constitution holds higher authority within its governance structure. Bylaws must align with and support those principles and provisions outlined in the constitution. When there is a conflict between the constitution and the bylaws, the constitution prevails. Constitutions set the foundation on which bylaws are built.


Bylaws: Bylaws are subsidiary to the constitution. They provide more specific instructions and procedures for internal operations, enhancing the principles and provisions outlined in the constitution. Constitutional provisions cannot be contradicted or superseded by bylaws.

In order to establish effective governance frameworks and ensure compliance with legal requirements, organizations need to know the differences between bylaws and constitutions.

In addition to setting the organization’s overarching principles and purpose, the bylaws provide the organization’s practical guidelines and operational details on a daily basis.

Providing a framework for decision-making and accountability within the organization, both documents form the foundation for the organization’s governance structure.

The constitution and bylaws of organizations play a crucial role in guiding the organization’s operations and governance. Unlike bylaws, which provide more specific guidelines on internal operations and procedures, constitutions establish the organization’s fundamental principles, purpose, and structure.

A constitution emphasizes the organization’s long-term goals and identity, while a bylaw addresses its day-to-day operation.

Establishing effective governance frameworks and ensuring compliance with legal requirements require organizations to understand the difference between constitutions and bylaws.

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