Ways to change your bylaws or constitution

Some groups may wish to consolidate the constitution and bylaws into one document.

The constitution or the bylaws, or both, are the documents that contain the basic rules relating to an organization, rather than to the parliamentary procedure that it follows. Bylaws and constitution supersede the parliamentary authority. It is now the recommended practice that these rules be combined into a single instrument, usually called the “bylaws,” although some groups may still call it the “constitution” or the “constitution and bylaws,” even when it is only one document. [RONR (11th ed.), p. 12].

According to Roberts Rules of Order Newly Revised 11th Edition, it formerly was common practice to divide the basic rules of an organization into two documents, in which one of them—the constitution—might be made more difficult to amend than the other, to which the name bylaws was applied.

Such an arrangement may still be found in cases where a national, state, or local law applying to the particular type of organization requires a constitution separate from the bylaws, or in older organizations that have had little occasion to change their existing rules. Unless the constitution is made more difficult to amend than the bylaws, however, no purpose is served by separating these two sets of rules.

In an incorporated society there generally should not be a constitution separate from the bylaws, since in such a case the constitution would duplicate much of the corporate charter.

Although it is not improper, in an unincorporated society, to have both a constitution and bylaws as separate documents (provided that the constitution is made more difficult to amend), there are decided advantages in keeping all of the provisions relating to each subject under one heading within a single instrument—which results in fewer problems of duplication or inconsistency, and gives a more understandable and workable body of rules [RONR (11th ed.), p. 13-15].

The question frequently asked is, “How can the two documents become one?” The answer is actually quite simple. Once the new document is created, it is now only called “bylaws.” The next step of adopting those changes is a bit more confusing and I enlisted the help of Ann Macfarlane from Jurassic Parliament. Most people believe changes to the bylaws are always an amendment, but if the constitution no longer exists, then what would you call that change? Ann explained that, “If the bylaws are replaced by new bylaws, that is called a “revision,” not an amendment. Here is a blog entry on revision vs. amendment. If an organization you belong to determines it needs the change, you can now find yourself knowing the correct procedure to make the change.

Michigan State University Extension educators can provide your organization with assistance in learning more about parliamentary procedure. The Government and Public Policy team also offers training for elected and appointed officials for improved effectiveness in several areas, including various public policy issues and effects of government programs, regulation, incentives, strategies and more. By working together with local elected and appointed officials, and interested citizens, MSU Extension is able to provide education on critical local and state issues. To contact an expert in your area, visit MSU Extension’s expert search system or call 888-MSUE4MI (888-678-3464).

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