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Bylaw




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, particularly Robert's Rules Of Order , the bylaws are generally the supreme governing document of an Organization , superseded only by the Charter of an Incorporated Society .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''.


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