Structure: Constitution and Bylaws



To be effective, organizations need basic rules. A constitution and/or bylaws is/are the way most groups write down their rules. The constitution contains the fundamental principles which govern a group’s operation. The bylaws establish the specific rules of guidance by which the group is to function. In order to simplify the registration process, UWM created a charter application form which basically combines these two documents. (See Sample Student Organization Charter on next page). Complex organizations should keep their constitutions and bylaws separate.

Generally, constitutions and constitutional amendments must be approved by 2/3 vote in a special election by the total membership. Bylaws and changes to the bylaws can happen at a regularly scheduled meeting by 2/3 vote, provided quorum is met. It is recommended that changes to the bylaws be presented at one meeting and voted on at another meeting. Both documents should contain the procedures in which changes or amendments can be made.

Why have a constitution?

By definition, an organization is a “body of persons organized for some specific purpose, as a club, union or society.” The process of writing a constitution will serve to clarify your purpose, delineate your basic structure, and provide the cornerstone for building an effective group. It will also allow members and potential members to have a better understanding of what the organization is all about and how it functions. If you keep in mind the value of having a written document that clearly describes the basic framework of your organization, the drafting of the constitution will be much easier and a more rewarding experience.

What should be covered by a constitution?

Constitution Outline

The objective is to draft a document that covers these topics in a simple, clear and concise manner. Remember to include the date your document is adopted or revised.

Article I       The name of the organization.

Article II      State the purpose and aims of the group.  State any present or intended relation the organization may have to any other local, state, or national organization.

Article III      State the requirements and eligibility of membership. Include the selection, rights and responsibilities, resignation, and expulsion procedures of members.

Article IV      Include list of officers, terms of office, description or responsibilities. Include provisions for vacancies of offices, methods of election of officers, election procedures, time of election.

Article V      State regular meeting time and describe provisions for calling special meetings. If there is no regular meeting time, describe provisions for calling special meetings. State what constitutes a quorum at any meeting.

Article VI      Structure of and description of standing committees, their responsibilities, and method of member selection.

Article VII Provide for accepting rules or order, such as Robert’s Rules of Order Newly Revised or other similar references.

Article VIII  State requirements for adopting amendments.


Why have bylaws?

The constitution covers the fundamental principles, but does not prescribe specific procedures for operating your organization. Bylaws set forth in detail the procedures your group must follow to conduct business in an orderly manner. They provide further definition to the Articles of the Constitution and can be changed more easily as the needs for the organization change.

What should be included in the bylaws?

The bylaws should explain the steps and procedures for implementing provisions in the constitution. Bylaws must not contradict provisions in the constitution.

By-Laws Outline


A.         Membership: (Application process {how, when, etc.}, types of membership, limitations of membership,  termination and  reinstatement conditions).

B.         Financial Provisions: (Dues, initiation fees, fines, collection procedures, any special fees, due dates, etc.).

C.         Duties of Officers: (Powers, responsibilities, specific job descriptions, procedures for filing unexpired terms of office, removal from office).

D.         Executive Board: (Structure, composition, powers).

E.         Committees: (Standing, special, how formed, chairpersons, meetings, powers, duties).

F.         Order of Business: (Spell out rules of order, how meetings are to be run, quorum, or any special procedures relating to the organization’s operation).

G.        Amendment Procedures: (Means of proposals, notice required, voting requirements).

As noted above, the Charter combines elements of both a constitution and bylaws so that a student organization need not spend time and energy on drafting two documents.


Additional Information