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Constitution - The fundamental principles of an organization which determine the responsibilities and rights of its officers and members. Bylaws ? The detailed procedures and working guidelines of the organization which govern the day- to-day operations of the organization and accompany the Constitution.
The corporation is required by law to adopt bylaws. Bylaws are written rules that govern how the corporation operates internally, such as how the Board of Directors will be elected and what votes are required for a particular action. Bylaws can have any provision in them that is not prohibited by law. See A.R.S.
The difference between articles and bylaws, simply put, is that Articles of Incorporation are the official formation documents you must file with the state to start a new business. Corporate bylaws, on the other hand, are a set of internal documents that outline how the company should be run.
The articles of incorporation are the constitution document of the corporation, the adoption of which marks the creation of the new corporation. Just like the Constitution, it is the fundamental governing law regarding the company.
Bylaws generally define things like the group's official name, purpose, requirements for membership, officers' titles and responsibilities, how offices are to be assigned, how meetings should be conducted, and how often meetings will be held.
Articles of Incorporation refers to the highest governing document in a corporation. It is also known known as the corporate charter. The Articles of Incorporation generally include the purpose of the corporation, the type and number of shares, and the process of electing a board of directors.