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15 March 2022

In This Case, Bylaws By Any Other Name Are Still Bylaws

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Allen Matkins Leck Gamble Mallory & Natsis LLP
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Allen Matkins Leck Gamble Mallory & Natsis LLP logo
Allen Matkins, founded in 1977, is a California-based law firm with more than 200 attorneys in four major metropolitan areas of California: Los Angeles, Orange County, San Diego, and San Francisco. The firm's areas of focus include real estate, construction, land use, environmental and natural resources, corporate and securities, real estate and commercial finance, bankruptcy, restructurings and creditors' rights, joint ventures, and tax; labor and employment, and trials, litigation, risk management, and alternative dispute resolution in all of these areas. For more information about Allen Matkins please visit www.allenmatkins.com.
The California General Corporation Law authorizes the adoption of bylaws, but does not purport to define the term. Cal. Corp. Code § 110.
United States Corporate/Commercial Law
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The California General Corporation Law authorizes the adoption of bylaws, but does not purport to define the term.  Cal. Corp. Code § 110.  The Nonprofit Corporation Law defines "Bylaws" not by description but by stating what they include.  Cal. Corp. Code § 5037 ("'Bylaws' includes amendments thereto and amended bylaws.").  In contrast, the Nonprofit Religious Corporation Law provides an actual definition:

"Bylaws," as used in this part means the code or codes of rules used, adopted, or recognized for the regulation or management of the affairs of the corporation irrespective of the name or names by which such rules are designated.

Cal. Corp. Code §9150(a).  Thus, only in the case of a nonprofit religious corporation is it clear that bylaws do not need to be denominated as such to be bylaws.

Why It Takes A Village To Make A Bylaw

Oddly, we can thank the ninth century Viking invaders of England for the term "bylaw".  The Vikings, including those from Denmark, invaded and ruled a large swath of England.  That region eventually began to be called the Danelaw.  The term "bylaw" is derived from the Old Norse words  bi-lagu.   Bi  refers to a place where people live such as a village and  lagu  means law.   See  Just What Does Deem Mean?  If you look at a map of England, you can quickly find areas that were once under Viking control by looking at the town names.  English towns with names ending in -by, -wick, -howe, -thorpe, and -thwaite  are generally found in the former Danelaw.  Note that -by  ending found in town names such as Selby and Utterby is the same  by  found in the modern English word "bylaw".

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

ARTICLE
15 March 2022

In This Case, Bylaws By Any Other Name Are Still Bylaws

United States Corporate/Commercial Law
Contributor
Allen Matkins Leck Gamble Mallory & Natsis LLP logo
Allen Matkins, founded in 1977, is a California-based law firm with more than 200 attorneys in four major metropolitan areas of California: Los Angeles, Orange County, San Diego, and San Francisco. The firm's areas of focus include real estate, construction, land use, environmental and natural resources, corporate and securities, real estate and commercial finance, bankruptcy, restructurings and creditors' rights, joint ventures, and tax; labor and employment, and trials, litigation, risk management, and alternative dispute resolution in all of these areas. For more information about Allen Matkins please visit www.allenmatkins.com.
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