Our church has both a constitution and bylaws. We have appointed a committee to review our documents, and propose changes that will be presented at a specially called business meeting for our members to consider. Some members of the committee have recommended that we combine our constitution and bylaws into a single document. Would this be a good idea?
In the past, it was common for churches to have both a constitution and bylaws. Routine rules of administration were placed in the bylaws, which could be amended without notice at any duly called membership meeting by a simple majority vote. But more fundamental matters, such as church doctrine and the disposition of property, were placed in a constitution that was more difficult to amend. To illustrate, a church’s constitution might be amendable only with advance, written notice and by a supermajority vote (i.e., twothirds).
Having both a constitution and bylaws often leads to inconsistencies between the two documents over time. Here’s why. Churches with both a constitution and bylaws typically address many of the same issues in both documents. And, since amendments in one document may not be made to similar provisions in the other, inconsistencies and ambiguities emerge that are either go undetected, or create confusion and possibly dissension among members.
To illustrate, assume that at a membership meeting a church’s membership approves an amendment to the bylaws pertaining to the size of the church board. However, the members fail to notice or amend a corresponding provision in the church’s constitution. The two documents are now in conflict.
Consider another example. A church’s constitution and bylaws both require sales of church property to be approved by a two-thirds vote of the membership. At an annual business meeting the church membership votes to amend the bylaws to reduce the two-thirds vote required for a sale of church property to a simple majority. However, the membership fails to amend the constitution to reflect this change. Years later, the church board proposes a relocation of the church and a sale of the church property.
Many members oppose this proposal. A special business meeting is called, and a simple majority votes to sell the church property and relocate. What is the legal significance of this vote? What is the relevance of the fact that the constitution still requires a twothirds vote? Such inconsistencies are much more likely to occur if a church has two governing documents.
Are there potential advantages to having two governing documents? Some contend that it is desirable to have a constitution that contains matters of fundamental importance and that is more difficult to amend than the bylaws. Certainly this is a valid point. But, the same advantage can be achieved in churches having only one governing document (the bylaws) through judicious wording of the amendments section. To illustrate, the amendments section can provide for amendments by majority vote and without advance notice except for amendments to specified articles that require advance notice and a supermajority vote. An attorney can assist you in preparing appropriate language. In fact, it is a good idea to have your governing documents reviewed by an attorney periodically, especially if they were drafted many years ago and without legal assistance. Note, however, that churches affiliated with a parent denomination need to comply with any denominational requirements pertaining to governing documents. Church leaders should be familiar with such requirements.
In recent years, the more common practice among churches and other nonprofit organizations is to have only one governing document. There are two main advantages of this approach. First, a single document is more accessible since items can more readily be found in one document than in two documents. Second, a single document avoids the inconsistencies that often characterize two documents.
Identifying a single body of rules as the “constitution and bylaws” without any attempt to distinguish between the two is a common but confusing and inappropriate practice.