BY-LAWS. Rules and ordinances made by a corporation for its own government. 
     2. 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 
instrument 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. 
     3. 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.