Yes, that's correct. One thing to consider, if your groups plan to incorporate, don't waste much effort developing a constitution. You'll probably be using the short template your state provides as an Articles of Incorporation and pushing all the details into your bylaws.
If you are planning to file for your 501(c)(3), you'll want to keep in mind what the IRS requires in an "organizing instrument". www.irs.gov/pub/irs-pdf/k1023.pdf
(look in Part 1). There are a few things, like a dissolution clause, that have to be there.
When I filed ours, the IRS rep was pretty determined we would have everything in our constitution (we weren't incorporated). In fact the instructions say "the bylaws alone are not the organizing instrument". But I believe I've seen others post here in the Forum that they filed successfully with just bylaws. (Then again, they may just have been using the wrong term.)
JHB: Thank you very much for all the info!
Just so I'm clear: The Constitution is a document that defines the who, what, when, where and why? The Bylaws define the how?
Generally, an organization has two "organizing instruments". The first is what defines it - lists it's name, purpose, general composition, fiscal year, etc. This could be a constitution, charter, Articles of Association, Articles of Organization. This document rarely ever changes, although modifications are possible.
The second is the "bylaws". This document is the rules by which the organization operates. It has more detail about HOW the organization is run.
The bylaws tends to be better known among the members as they would consult it throughout the year (What percentage of votes do we need for that action? How does the nomination process work?)
If the entity is incorporated as a non-profit, most states provide a pretty bare bones example of an Articles of Incorporation. (Usually less than one page.) So once it's filed, people rarely think about it. If an organization has a constitution, it may have more "meat" in it.
The model arrangement is to have two documents, but some have evolved (probabaly accidentally) to one hybrid that they still typically call the "bylaws".
In a case like yours, I would think you'd want each organization to have it's own organizing instrument and then all of them to use identical or very similar bylaws.
Hi all!
Not quite sure where to post this question:
What's the difference between school Bylaws and a school Constitution?
We're trying to somewhat standardize Bylaws amongst the public schools in our town. Some have Bylaws and some a Constitution? Pls explain. Thanks!
