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Jane T (LLC)
Jane T (LLC), Lawyer (JD)
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What is the difference between a constitution and by-laws and

Resolved Question:

What is the difference between a constitution and by-laws and what items go in each for a church organization?
Submitted: 9 years ago.
Category: Legal
Expert:  Jane T (LLC) replied 9 years ago.



Where did you get the term "constitution" from?


When you say "constitution" do you actually mean "Articles of Organization" or "Operating Agreement" ?

Customer: replied 9 years ago.
Our document has been called "constitution and by-laws" for over 75 years. It contains our "Articles of Organization" and lots of other items that our delegates adopt at our quadrennial conventions, such as finances, yearly observances, etc., plus name, purpose, organization, membership, duties, etc. We've been told that what we have put into one document should not be, and there must be a separation of what goes into the constitution section and what goes into the by-laws section.
Expert:  Jane T (LLC) replied 9 years ago.



Normally, if what you are calling a "Constitution" is actually the Articles of Organization that document is separate form Bylaws. Articles are normally specifically detailed and need to contain at least certain required information, which a state's corporation's laws define (other information can also be added, if the organization wishes. Corporations, when registered, must have Articles of Organization. The normal purpose of the Articles is to indicate the name of the corporation, why it was formed, for how it was formed, what it will do ("its purpose") and the other information regarding its structure and formation.


Bylaws, however, are not required in all states and most states do not enforce what Bylaws contain. The purpose of the Bylaws is normally to indicate the roles of corporate officers, the board of directors, the length of term, how votes are counted or made, and other information regarding the powers, duties, responsibilities, and rights of the people who run and work in the corporation.


Because you say yours may have been united for many years, it may be best to have an attorney familiar with business law in your state (the laws of corporations are different in each state) properly review this document and then properly separate them. At the same time they may need to check that corporate books have been properly maintained and that people who run your church are aware of what needs to be done going forward. It is not always easy to know where the lines may need to be drawn between the two documents.

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