Governing Documents


General Definition: Fundamental and entrenched rules governing the conduct of an organization or nation-state, and establishing its concept, character, and structure. It is usually a short document, general in nature and embodying the aspirations and values of its writers and subjects.


  • First Function: generate a set of inviolable principles and more specific provisions to which future law and government activity more generally must conform.

  • Second Function: define the nation and its goals.

  •  Third Function: define patterns of authority and set up government institutions.

Three conditions to assess a law’s status as a “Constitution”:

  1. The document is identified explicitly as the Constitution, Fundamental Law, or Basic Law of a country.

  2. The document contains explicit provisions that establish it as the highest law, either through entrenchment or limits on future law.

  3. The document defines the basic pattern of authority by establishing or suspending an executive or legislative branch of government.

The first condition is sufficient to qualify a document as a constitution whereas the others are applied as supplementary tests.


Simple Definition: A rule that an organization makes and that its members must follow.

General Definitions: The rules and regulations enacted by an association or a corporation to provide a framework for its operation and management; may specify the qualifications, rights and liabilities of membership, and the powers, duties, and grounds for the dissolution of an organization; must be formally adopted and/or amended.

Bylaws may include rules on the following issues:

  • Members’ roles and responsibilities

  • Director’ elections and terms of office

  • Officers’ appointments and responsibilities

  • Meeting procedures

  • Finances

  • Notice requirements for board members’ meeting

  • Adoption and amendment of bylaws

Policy and Procedures

General Definition: A set of policies are principles, rules, and guidelines formulated or adopted by an organization to reach long-term goals and typically in a booklet or other form that is widely accessible. Policies and procedures are designed to influence and determine all major decisions and actions, and all activities take place within the boundaries set by them. Procedures are the specific methods employed to express policies in action in the day-to-day operations of the organization. Policies and procedures together ensure that a point of view held by the governing body of an organization is translated into steps that result in an outcome compatible with that view.


  • Policy is a deliberate system of principles to guide decisions and achieve rational outcomes.

  • Policy is a statement of intent and is implemented as a procedure or protocol.

  • Policies are generally adopted by the president within an organization whereas procedures or protocols would be developed and adopted by senior executives.

  • Policies cab assist both subjective and objective decision making.

    • Subjective decision making would usually assist senior management with decisions that must consider the relative merits of a number of factors before making decisions as a result are often hard to objectively test.

    • Objective decision making is usually operational in nature and can be objectively tested.

  • Policy differs from rules & law. Law can compel or prohibit behaviours; policy merely guides the action towards those that are most likely to achieve a desired outcome.

  • Policy may also refer to the process of making important organizational decisions, including the identification of different alternatives such as programs or spending priorities, and choosing among them on the basis of the impact they will have.

  • Policies can be understood as political, managerial, financial and administrative mechanisms arranged to reach explicit goals.