Traditionally you have two companion documents. The "organizing instrument" and the "bylaws". The first is essentially the organization's birth certificate. It states the name, purpose, and very basic information about what the organization is. The bylaws are the rules by which the organization operates.

The organizing instrument might be a constitution, charter, articles of organization, articles of incorporation, or something else. If you plan to incorporate - it will be your articles of incorporation. For non-profits like PTOs, this is often a very simple 1-2 page document. Many states provide a template you can follow as a guide.

In less formal (and unincorporated groups), it's become common practice to have only one hybrid document. which is often referred to simply as the bylaws. And I guess that's become more acceptable. When I first started working on PTOs 10+ years ago, the IRS insisted on TWO separate documents when you filed for 501(c)(3) status. But now, I think they'll accept just the bylaws (if you aren't incorporated.)

How to Start a Nonprofit: FAQs
Q: What’s the difference between the articles of incorporation and the bylaws?
A: The articles of incorporation set up the basic terms of the corporation, such as its purpose and board of directors. The bylaws are the rules the organization adopts by which to govern itself. The articles serve like the organization’s declaration of independence and the bylaws are like its constitution and laws.
Q: We are just a small group, do we need bylaws?
A: No. Bylaws are not required but can help define the organization and its governance structure. If questions arise down the road, bylaws can help future staff and board members determine the actions that must occur.
Q: Why should I incorporate my organization?
A: Benefits to incorporating include the ability to purchase property, accept donations, enter into contracts, and dissolve when appropriate. Incorporating also provides limited protection to the governing body of the organization, as long as no wrong-doing by the board has occurred, they cannot be held liable.

~Taken from How to Start a Nonprofit

I'll send you some examples of Articles of Incorp, and Constitution pop me an email (I've upgraded puter and the contacts list went caput (sp?) never had that happen before if you still have it or thru the website (on my profile (gamesanctuary.org)

Not sure what TN requirements are, yet.

Aside from stating the purpose of your non-profit organization, a constitution also defines its structure. It establishes, among other things, the number of directors, the length of directorial terms and the powers and duties of the board. A constitution details all of the procedures for the organization, from how minutes are entered and distributed, to how votes are conducted. Further, a constitution needs to outline the procedure for making changes and amendments to the constitution itself.
A constitution can be fairly simple, or incredibly complex. In general, the larger your organization is, and the larger the geographical area it services, the more complicated your constitution will need to be. For a non-profit organization that you operate largely from home to the benefit of people in your immediate neighbourhood, your constitution may be only a single page in length. For a national organization, with directors serving regionally and flying across the country for annual meetings, you'll need a fairly lengthy constitution.
If your organization is incorporated, you'll not only have a board of directors for the organization, but officers for the corporation as well. The Articles of Incorporation will detail the roles of the directors, but the constitution must be drafted in full awareness of the relationship that exists between board members and officers.
~taken from Understanding NonProfit Law

A legal document outlining the self-imposed rules that will regulate an organization's own actions. Since it is a required element when forming a corporation, Bylaws are a form of agreement or contract between the corporation and its owners to conduct itself in a certain way. While for a commercial business the owners are its shareholders, the ownership of a nonprofit corporation belongs to the public as represented by the nonprofit organization's Board of Directors and the government.
~taken from About Nonprofit Law

Sounds like Bylaws/Constitution are just called by different names

Shawn- we are still working on becoming 501(c)3. I would have to really research the state laws to find out what they say because this parent will go head to head with anything unless I have the hard evidence. And to be quite honest right now, I don't have the time to be wasting my time on this. There is no since in creating havic in something that you have never participate in.

Thanks for your words. You just get me more pumped. Everyone's support on here is great. Hat's off to you and I'll buy the next round on the social page for you...

No, I don't think so. I don't think that we have the articles of incorporation either though...
I don't even know what they are about or for. This PTO has always had bylaws, but nothing else.

Only if a nonprofit is Incorporated in a state (not required by most) would Article of Incorporation (Association??) be had. As for a constitution I think bylaws might be synonomous (sp?)

I've been involved with non profits (PTA, PTO and otherwise) and not all have had 1-2- or even 3 of these items asked for.

I'd tell 'em according to your state and IRS laws all that is required for your PTO is bylaws, financial safeguards in place and the yearly filing of the wonderfully exciting tax forms; and that you'd be more than happy to supply a copy of the most current bylaws for their perusal.