In associations, clubs, and nonprofit organizations, governance is supported by a layered system of documents. These typically fall into three categories: ‘constitutions’, ‘bylaws’, and ‘policies’ (sometimes with supporting rules or procedures). Each plays a distinct role in an organization’s legal and operational framework. Yet in practice, the boundaries among them are often blurred or misunderstood. Getting clarity is essential for sound governance, compliance, and efficiency within the associations.
This article breaks down each category, when and how it should be used, and how these documents fit together into a broader governance framework.
1. Constitution: the Foundation, Purpose & Role
Historically, a constitution served as the highest-level governing document for associations, outlining the organization’s name, purpose, membership framework, and core principles. Today, however, constitutions are not as commonly used.
For incorporated associations, the articles of incorporation now perform the same role. In many jurisdictions, the law requires organizations to file articles with government authorities, making them the legally recognized governing document. As a result, what once would have been in a constitution is typically contained within the articles, supplemented by bylaws.
That said, some associations still maintain a constitution in addition to their bylaws. This may happen when the association has historical roots and has retained the constitution for tradition, or, if more recent, when it wants to set out foundational values in a document separate from the bylaws, even if it is not legally required.
When not to use a constitution
If your organization is already incorporated and has filed articles of incorporation, a separate constitution is usually redundant. Maintaining both a constitution and bylaws can introduce unnecessary complexity, duplication, or even contradictions.
2. Bylaws: The Governance
Bylaws provide detailed rules for governance: how members are admitted, how meetings are held, how directors are elected, and what authority the Board has. They translate the foundational framework (articles or constitution) into actionable governance processes.
Because bylaws define governance rights and obligations, they usually require membership approval to amend. This ensures that members retain influence over the organization’s structure and governance.
Bylaws should not be cluttered with operational details. They should be focused on governance essentials only. Operational matters should be left to policies and procedures, which can be updated more easily.
3. Policies: Flexible Board-driven Guidance
Policies are Board-approved directives that guide how the organization operates in specific areas.
Unlike bylaws, policies usually do not require a membership vote and can be created, amended, or rescinded by the Board as circumstances evolve.
Policies often cover areas such as financial controls, conflict of interest, human resources, and Board conduct. They act as a bridge between strategic governance and day-to-day operations.
Beneath policies are procedures or standard operating procedures (SOPs) for the detailed, step-by-step instructions for implementing policies. These are the most flexible and can be adjusted quickly by staff or committees.
How They Work Together
A good way to picture the hierarchy is:
- 1. Articles of Incorporation (or Constitution, if one still exists): foundational, legal document.
- 2. Bylaws: the internal governance rules for members and the Board.
- 3. Policies: Board-driven rules and directives for consistent operations.
- 4. Procedures / SOPs / Manuals: operational details to implement Policies.
Practical Guidance for Boards
- • If you are incorporated, your articles already fulfill the role of a constitution. In most cases, associations only need one, not both.
- • Keep bylaws lean, member-approved, and governance-focused. Don’t use them as a policy or procedures manual.
- • Use policies to guide decision-making and clarify expectations, especially in areas where consistency and transparency are important.
- • Develop procedures and manuals to support implementation, but recognize these are staff/operational tools, not governance documents.
- • Review your governance documents regularly to ensure consistency, alignment with legislation, and clarity of roles.
A Cohesive Governance Framework
In conclusion, the modern governance framework for associations is best understood as a cohesive, hierarchical system where each document has a distinct purpose. While constitutions have largely been superseded in function by the legally filed articles of incorporation, bylaws remain the central, member-approved rules that define the core governance structure. To maintain their authority and clarity, bylaws should be kept lean and focused, avoiding operational details that are more effectively managed through Board-driven policies. These policies, in turn, provide the necessary flexibility for consistent operations, with procedures and manuals serving as the implementational tools. Ultimately, by understanding and maintaining the clear boundaries between these documents, the articles, bylaws, policies, and procedures, an organization builds a strong, effective, and legally sound governance “toolbox” for long-term success.