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Regulations, ordinances, or rules euacted by a private corporation for its own government A by-law is a rule or law of a corporation, for its government, and is a legislative act, and the solemnities and sanction required by the charter must be observed. A resolution is not necessarily a by-law though a by-law may be in the form of a resolution. Teck v. Elliott, 79 Fed. 10, 24 C. C. A. 425, 3S L. R. A. 610; Mining Co. v. King, 94 Wis. 439, 69 N. W. 181, 36 L. R. A. 51; Bagley v. Oil Co., 201 Pa. 78, 50 Atl. 760. 56 L. R. A. 184; Dairy Ass'n v. Webb. 40 App. Div. 49, 57 N. Y. Supp. 572. "That the reasonableness of a by-law of a corporation is a question of law, and not of fact, has always been the established rule; but in the case of State v. Overton, 24 N. J. Law, 435, 61 Am. Dec. 671, a distinction was taken in this respect between a by-law and a regulation, the validity of the former being a judicial question, while the latter was regarded as a matter in pais. But although, in one of the opinions read in the case referred to, the view was clearly expressed that the reasonableness of a corporate regulation was properly for the consideration of the jury, and not of the court, yet it was nevertheless stated that the point was not involved in the controversy then to be decided. There is no doubt that the rule thus intimated is in opposition to recent American authorities. Nor have I been able to find in the English books any such distinction as that above stated between a by-law and a regulation of a corporation." Compton v. Van Vol- kenburgh, 34 N. J. Law, 135. The word has also been used to designate the local laws or municipal statutes of a city or town. But of late the tendency is to employ the word "ordinance" exclusively for this class of enactments, reserving "by-law" for the rules adopted by private corporations.

Rules and ordinances made by a corporation for its own government.

The power to make by-laws is usually conferred by express terms of the charter creating the corporation, though, when not expressly granted, it is given by implication, and it is incident to the very existence of a corporation. When there is an express grant, limited to certain cases and for certain purposes, the corporate power of legislation is confined to the objects specified, all others being excluded by implication. 2 Kyd on Corp. 102; 2 P. Wms. 207; Ang. on Corp. 177. The power of making by-laws, is to be exercised by those persons in whom it is vested by the charter; but if that intrument is silent on that subject, it resides in the members of the corporation at large. Harris & Gill's R. 324; 4 Burr. 2515, 2521; 6 Bro. P. C. 519.

The constitution of the United States, and acts of congress made in conformity to it the constitution of the state in which a corporation is located, and acts of the legislature, constitutionally made, together with the common-law as there accepted, are of superior force to any by-law; and such by-law, when contrary to either of them, is therefore void, whether the charter authorizes the making of such by-law or not; because no legislature can grant power larger than they themselves possess. 7 Cowen's R. 585; Id. 604 5 Cowen's R. 538. Vide, generally, Aug. on Corp. ch. 9; Willc. on Corp. ch. 2, s. 3; Bac. Ab. h. t.; 4 Vin. Ab. 301 Dane's Ab. Index, h. t., Com. Dig. h. t.; and Id. vol. viii. h. t.