The constitution of ICAO is the Convention on International Civil Aviation, drawn up by a conference in Chicago in November and December 1944, and to which each ICAO Contracting State is a party. According to the terms of the Convention, the Organization is made up of an Assembly, a Council of limited membership with various subordinate bodies and a Secretariat. The chief officers are the President of the Council and the Secretary General.

The Assembly, composed of representatives from all Contracting States, is the sovereign body of ICAO. It meets every three years, reviewing in detail the work of the Organization and setting policy for the coming years. It also votes a triennial budget.

The Council, the governing body which is elected by the Assembly for a three-year term, is composed of 36 States. The Assembly chooses the Council Member States under three headings: States of chief importance in air transport, States which make the largest contribution to the provision of facilities for air navigation, and States whose designation will ensure that all major areas of the world are represented. As the governing body, the Council gives continuing direction to the work of ICAO. It is in the Council that Standards and Recommended Practices are adopted and incorporated as Annexes to the Convention on International Civil Aviation. The Council is assisted by the Air Navigation Commission (technical matters), the Air Transport Committee (economic matters), the Committee on Joint Support of Air Navigation Services and the Finance Committee.

The Secretariat, headed by a Secretary General, is divided into five main divisions: the Air Navigation Bureau, the Air Transport Bureau, the Technical Co-operation Bureau, the Legal Bureau and the Bureau of Administration and Services. In order that the work of the Secretariat reflects a truly international perspective, professional-level personnel are recruited on a broad geographical basis.

ICAO works in close cooperation with other members of the United Nations family such as the World Meteorological Organization (WMO), the International Telecommunication Union (ITU), the Universal Postal Union (UPU), the World Health Organization (WHO), the World Tourism Organization (UNWTO) and the International Maritime Organization (IMO).
 
Non-governmental organizations which also participate in ICAO's work include the International Air Transport Association (IATA), Airports Council International (ACI), the Civil Air Navigation Services Organisation (CANSO) the International Federation of Air Line Pilots' Associations (IFALPA) and the International Council of Aircraft Owner and Pilot Associations (IAOPA).