Why do organizations need both a Constitution and Bylaws? Why not just one or the other?

Question

We're in the process of revising the Constitution and Bylaws of a not-for-profit. As they stand, they repeat each other to a great extent. I'd like to consolidate them into one document, but people are telling me that we need both. Why?

Answer 1

Your Bylaws and the Constitution shouldn't really be the same although there might be overlap.
Perhaps the best analogy is the US Constitution, its Amendments, and federal law.
Your constitution should state:
1) the goal of the organization
2) the reason for this goal
3) the means for achieving this goal
4) the basic structure of the organization
5) the basic rules/expectations/ethics for attaining 1-4.
Once the constitution is created, the bylaws are the nitty-gritty rules and procedures to follow. These are the things that are easy to change by simple majority or plurality. If there is to be any change in the constitution it usually requires a 2/3 vote or some greater membership participation.

Bottom Line - you want the constitution to reflect the basic ideals, principles, rules, and structure of the organization. Bylaws are specific detailed rules/guidelines that help maintain and promote your constitution.

Answer 2

You don't identify your country or, if in the US, your state. States generally require Articles of Organization, which follow state and federal requirements for a statement of purpose, some boiler plate for a nonprofit, setting out which section of the federal tax law you fall under, and a list of the officers and incorporators. You also have to choose a fiscal year and annual meeting date. The Articles have to be recorded with your corporation division or department and are not amended too often.

The Bylaws do usually restate the purpose and the nonprofit section requirements, and the fiscal year and annual meeting date, but the rest is more about the operation of the board of directors and officers, elections, and other items like definitions. These are not recorded with the state corporations office.

You need both, but they should overlap somewhat, not be identical. You are doing something wrong if they look a lot like each other.