It is common for terms Constitution, Rules of Incorporation, and By-Laws to be confused. This aims to give a snapshot.

Constitution

• Your organisation's Constitution is like its heart and soul. It includes your Statement of Purpose, your adopted Rules of Incorporation and your structure. 
• It is arguably the most important document you have and guides you to safe and legal practices under the Victorian Associations Incorporation Reform Act 2012 or otherwise.

The Rules

• Every incorporated group must have Rules of Incorporation which define how the organisation operates and guides the committee
• These Rules of Incorporation are a contract with members and are guided by Consumer Affairs - this is how things will be done and are a legally binding document
• The Rules of Incorporation define the rights of members and the responsibility of the Association in meeting these rights
• There are Model Rules that Associations can adopt for ease. These meet the basic legal requirements
• The Model Rules in Victoria have recently changed and supercede previous iterations NOW - even if your rules don't align 
• Associations need to have adopted the new Model Rules (free to Nov 26 2013) or alined their own Rules to them by Nov
• An Association's Rules are lodged with Consumer Affairs on incorporation or when changes are made
• An Association can make alterations to the Rules but need to apply to Consumer Affairs - a lodgement fee applies
• Changes lodged with Consumer Affairs will be approved or not dependent on whether legislative requirements are met.
• To change your rules, the process starts with a Special Resolution and then follows a process - Click Here for more details.
• The best information about the changes to the Model Rules can be found at 

By-Laws

• By-laws are not law excepting that they must not contradict the Rules of Incorporation
• By-laws sit under the Constitution/ Rules, however the connection is that it should be included in the Rules that the Association Commitee can change the by-law
• Changing of by-laws does not require a Consumer Affairs application or approval unless it requirs a change to the Association Rules to administer  
• By-laws are generally more operational and internal to the sport in nature
• They define the rules internal to the sport or competiton and are laid down by the state body or the association/league
• The sorts of things defined in an association's by-laws are e.g.: how often Delegate Meetings are held, how teams register,  age requirements for players, any competition details that relate to all clubs, dress codes, clearance proceses etc.