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Constitution and Bylaws


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What is the difference between Constitution and Bylaw of any not for profit organization ? If a particular item is mentioned in both

Constitution and Bylaw in a different way which interpretation prevails? Thanks in advance

In many organizations, there is one document that is referred to, incongruously, as the "Consititution & Bylaws". In other organizations, there is only one document, called the Consitutution, and in others called the Bylaws. RONR tends to refer to any of these as "the bylaws".

If your organization does have two discreet documents, then the hope is that they would not conflict, but if they do, the Constitution would outrank the Bylaws.

If you are an incorporated non-profit, you also may have a corporate charter which ranks above both.

The ranking goes like this:

  • Laws (Federal, State, or Local statutes, administrative code, and case law)
  • Real Estate Covenants (for Homeowners and Community Associations)
  • Corporate Charter (for incorporated entities)
  • Constitution (if separate)
  • Bylaws
  • Special Rules of Order
  • Standing Rules (but rules of order don't really belong here)
  • Parliamentary Authority (presumably RONR)

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