BY-LAWS. Rules and ordinances made by a corporation for its own government. See Drake v. R. Co., 7 Barb. (N. Y.) 539. The office of a by-law is to regulate the con duct and define the duties of the members towards the corporation and among them selves; Flint v. Pierce, 99 Mass. 70, 96 Am. Dec. 691. A by-law was originally, a town law, from "by" the Scandinavian word for town. So the Anglo-Saxon bylage, a private law. Thomp. Corp. § 938. As to the analogy between by-law, and ordinance, see 34 Am. Dec. 627, n.; Dillon, Munc. Corp. § 307. The power to make by-laws is usually confer red by express terms of the charter creating the corporation. When not expressly grant ed, it is given by implication, and it is inci dent to the very existence of a corporation; Brice, Ultra Vires (3d Ed.) 6; Moraw. Priv. Corp. 491. When there is an express grant, limited to certain cases and for certain pur poses, the corporate power of legislation is confined to the objects specified, all others being excluded by implication ; 2 P. W'ms. 207 ; Ang. Corp. 177. The power of making by-laws, if the charter is silent, resides in the members of the corporation; Union Bank of Maryland v. Ridgely, 1 Harr. & G. (Md.) 324; 4 Burr. 2515; 6 Bro. P. C. 519; Morton Gravel Road Co. v. Wysong, 51 Ind. 4; Peo ple v. Throop, 12 Wend. (N. Y.) 183; State v. Ferguson, 33 N. H. 424; and the power to repeal them also exists; Bank of Holly Springs v. Pinson, 58 Miss. 4215, 38 Am. Rep. 330; 7 Dowl. & R. 267; Smith v. Nelson, 18 Vt. 511.
By-laws, when contrary to the Constitution or laws of the state or the U. S. are void whether the charter authorizes the making of such by-law or not ; because no legisla ture can grant power larger than that which it possesses; Coates v. City of New York, 7 Cow. (N. Y.) 585; Stuyvesant v. City of New York, id. 604; First Nat. Bank v. Lanier, 11 Wall. (U. S.) 369, 20 L. Ed. 172; Jay Bridge Corporation v. Woodman, 31 Me. 573; In re Butcher's Beneficial Ass'n, 35 Pa. 151; Peo ple v. Fire Department, 31 Mich. 458; State v. Curtis, 9 Nev. 325; 1 Q. B. D. 12. They must not be inconsistent with the charter; Green's Brice, Ultra Vires, 15.
By-laws must be reasonable; Cartan v. Benevolent Society, 3 Daly (N. Y.) 20; Com.
v. Gill, 3 Whart. (Pa.) 228; State v. Mer chants' Exchange, 2 Mo. App. 96; and not retrospective; People v. Crockett, 9 Cal. 112; People v. Fire Department, 31 Mich. 458; they bind the members; Cummings v. Web ster, 43 Me. 192; Weatherly v. Medical & Surgical Society, 76 Ala. 567; Kent v. Min ing Co., 78 N. Y. 179; Harrington v. Ben evolent Ass'n, 70 Ga. 341; Flint v. Pierce, 99 Mass. 68, 96 Am. Dec. 691; who are pre sumed to have notice of them; Cummings v. Webster, 43 Me, 192; Village of Buffalo v. Webster, 10 Wend. (N. Y.) 100; Clark v. Life Ass'n, 14 App. D. C. 154, 43 L. R. A. 390; Purdy v. Life Ass'n, 101 Mo. App. 91, 74 S. W. 486; but a by-law void as against strangers or non-assenting members, may be good as a contract against assenting mem bers; Slee v. Bloom, 19 Johns. (N. Y.) 456, 10 Am. Dec. 273; Cooper v. Frederick, 9 Ala. 738; Davis v. Proprietors of Meeting-House, 8 Metc. (Mass.) 321. See State v. Overton, 24 N. J. L. 440, 61 Am. Dec. 671. It has been held that third .parties dealing with corpor ations are not bound to take notice of by laws; Fay v. Noble, 12 Cush. (Mass.) 1; Wild v. Bank, 3 Mas. 505, Fed. Cas. No. 17,646 ; see Samuel v. Holladay, Woolw. 400, Fed. Cas. No. 12,288, where a distinction was raised between by-laws made by the corpo ration and those made by the directors, so far as relates to notice to third parties; but, contra, Adriance v. Roome, 52 Barb. (N. Y.) 399.
See Williston, 3 Sel. Essays on Anglo Amer. Leg. Hist. 213.
But it is said that where third persons who deal with a corporation know its course of business and follow a prescribed regulation, it will be presumed that they dealt with ref orence thereto; Thomp. Corp. Sec. 492. A court will not take judicial notice of the by laws of a corporation; Haven v. Asylum for Insane, 13 N. H. 532, 38 Am. Dec. 512. Un less required by statute it is not necessary C. The third letter of the alphabet. It was used among the Romans to denote con demnation, being the initial letter of condem no. See A.
In Rhode Island as late as 1785 it was branded on the forehead as part of the pun ishment for counterfeiting ; Anderson, Diet. Law.
C. C. An abbreviation of cepi corpus, I have taken his body.