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 intrument 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.
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