ByLaws: Legal Definition, Municipal, Corporate and Non-profit ByLaws
What are ByLaws?
Bylaws (or by-laws) are rules or regulations established by an organization or local community to govern its internal operations or local issues, deriving their legitimacy from a higher authority or primary legislation. They provide structure, clarify procedures, resolve conflicts, and ensure consistency within the specified entity.
At its core, a bylaw refers to a rule or regulation established by an organization or community to regulate itself as allowed or provided for by some higher authority.
This means that by-laws are secondary laws; they derive power from a primary source of legislation or authority.
The Source of ByLaw Authority
A higher law or governing entity typically permits the creation and enforcement of by-laws. This primary authority grants a smaller entity the ability to create specific rules tailored to its unique needs.
For example, a country’s constitution might allow municipalities or local councils to craft their own regulations. The constitution is the primary legislation in this case, while the municipality’s regulations are bylaws.
Types of ByLaws and Their Application
- Municipal Bylaws: These are perhaps the most commonly recognized by-laws for many people. They pertain to local issues and are created by city or town councils. They can cover various topics, from parking regulations to noise control. Example: A city might pass a by-law prohibiting loud noises (like construction) between 9 pm and 7 am. This by-law ensures residents have peaceful nights but derives power from broader provincial or national legislation.
- Corporate Bylaws: Corporations establish rules to govern their internal management. When someone creates a corporation, they usually draft by-laws detailing its structure and procedures. Example: A company’s by-laws might specify how many directors will be on the board, how long their terms are, and the procedure for appointing or removing them.
- Non-Profit Bylaws: Like corporations, non-profit organizations use by-laws to outline their structure and internal processes. Example: A local community club might have by-laws stating how officers are elected, how often meetings will be held, and what constitutes a quorum (the minimum number of members present to make official decisions).
- Homeowner and Condominium Associations: These groups often create by-laws that detail the responsibilities and rights of property owners within the association. Example: A condo association might have a by-law that dictates the colour homeowners can paint their front doors or one that prohibits certain types of pets.
Why are ByLaws Important?
- Clarity and Structure: By-laws provide a clear framework for how an organization or community functions. They set out roles, responsibilities, and expectations.
- Conflict Resolution: Since by-laws establish agreed-upon rules, they can be referred to when disagreements or misunderstandings arise, offering a basis for resolution.
- Legal Protection: By-laws can protect organizations and their members. For instance, corporate by-laws that outline decision-making processes can shield directors from personal liability if they act according to those processes.
- Consistency: By-laws ensure consistency in decision-making and operations. Everyone knows the rules and remains consistent until the by-laws are amended.
Modifying ByLaws
Importantly, by-laws are not static. As the needs of a community or organisation evolve, bylaws can be amended. However, making changes is often outlined within the by-laws and typically requires a specific procedure and possibly a vote.
Who Has The Authority To Create And Enforce By-Laws?
The authority to create and enforce bylaws typically comes from a higher authority or primary legislation. In the context of municipalities, local councils or governing bodies craft by-laws under the powers granted by state or provincial legislation.
The board of directors or members usually have the authority for corporations or nonprofits, as derived from the organisation’s constitution, charter, or founding documents. Once established, the enacting body or designated officials within the organisation or municipality are responsible for their enforcement.
How Do Bylaws Relate To An Organisation’s Constitution or Articles of Incorporation?
While the constitution or articles of incorporation establish the organisation’s foundational principles, purpose, and basic structure, bylaws delve into the specifics of day-to-day operations, detailing procedures, roles, and responsibilities.
Essentially, the constitution or articles of incorporation provide a broad framework and overarching mission, whereas bylaws fill in detailed rules and practices. Both are legally binding, but bylaws often operate under the organisation’s constitution or articles, ensuring alignment with its core objectives and values.
