BYLAW

A bylaw (sometimes also seen as by-law or Byelaw) was originally the Viking town law in the Danelaw. Contrary to popular etymology the element by has nothing to do with the preposition by. It is the Old Norse word for larger settlement as in Whitby and Derby (compare with modern the Danish-Norwegian word "by" meaning city, as in the expression "Storebyn" (Copenhagen), or the modern Swedish word "by", meaning village).

In modern days, a bylaw is a rule governing the internal management of an organization, such as a business corporation. Bylaws cannot countermand governmental law.

In a business situation, bylaws are drafted by a corporation's founders or directors under the authority of its Charter or Articles of Incorporation. Bylaws widely vary from organization to organization, but generally cover topics such as how directors are elected, how meetings of directors (and in the case of a business, shareholders) are conducted, and what officers the organization will have and a description of their duties.

Bylaws generally can be amended by an organization's Board of Directors.

In the public law of some jurisdictions, bylaws are codes and regulations adopted by and governing matters within the purview of sub-state entities, such as parking, zoning, and retail business licensing. See: ordinance.

In parliamentary procedure, particularly Robert's Rules of Order, the bylaws are generally the supreme governing document of an organization, superseded only by the charter of an incorporated society. The bylaws contain the most fundamental principles and rules regarding the nature of the organization. It was once common practice for organizations to have two separate governing documents, a constitution and bylaws, but this has fallen out of favor because of the ease of use, increased clarity, and reduced chance of conflict inherent in a single, unified document. This single document, while properly referred to as the bylaws, is often referred to as a constitution or a constitution and bylaws. Unless otherwise provided by law, the organization does not formally exist until bylaws have been adopted.

References

• Etymology

Examples

• Bylaws of the Wikimedia Foundation, Inc. (PDF)
• Bylaws of Microsoft Corporation
• Overview of Bylaws with links to samples from the Foundation Center

See also

• Charter
• Articles of Incorporation