6 See Langsdale v. Bouton, 12 Ind. 467; Dunston v. Imperial Gas Co. 3 Barn. & Adol. 125; Union Bank v. Ridgely, 1 Har. & G. 324; Fairfield Turnp. Co. v. Thorp, 13 Conn. 173.

7 Rex v. Harrison, 3 Burr. 1322.

8 Mitchell v. Copper Mining Co. 8 Jones & S. 406; 67 N. Y. 280.

9 Rex v. Westwood, 7 Dowl. & R. 267; 4 Barn. & C. 781; Rex v. Ashwell, 12 East, 22; Smith v. Nelson, 18 Vt. 511.

10 Stevens v. Davison, 18 Gratt. 819.

§ 57. Validity of by-laws.-The power of a corporation to make by-laws is limited by the nature of the corporation and the laws of the country.1 A corporation cannot enact by-laws contrary to the provisions of its charter; 2 and by-laws which are contrary to a law of the state, or to the constitutional law of the land,4 or to the general principles of the common law,5 are void. Ex post facto laws are no more lawful for corporations than for states; and many by-laws have been declared void, as in restraint of trade. But a by-law may be sustained in part, although one or more other parts are bad, if the good and bad clauses are capable of separation."

1 Sayre v. Louisville etc. Assoc. 1 Duval, 143.

2 Newling v. Francis, 3 Term Rep. 189; Karney v. Andrews, 2 Stockt. Ch. 70; Carr v. St. Louis, 9 Mo. 191; State v. Curtis, 9 Nev. 325.

3 Kennebec etc. R. R. Co. 31 Me. 470; Driscoll v. West etc. Manuf. Co. 4 Jones & S. 488; and see People v. Crossley, 69 Ill. 195; Evansville Nat. Bank v. Metrop. Nat. Bank, 2 Biss. 527; Bullard v. Bank, 18 Wall. 589; Conklin v. Second Nat. Bank, 45 N. Y. 655.

4 United States v. Hart, 1 Peters C. C. 390; People v. Crockett, 9 Cal. 112; Stuyvesant v. New York, 7 Cowen, 588.

5 Pulford v. Fire Department, 31 Mich. 458; Hayden v. Noyes, 5 Conn. 391.

6 See Mayor etc. v. Beasley, 1 Humph. 232; Adley v. Whitstable Co. 17 Ves. 315; Philips v. Wickham, 1 Paige, 590; People v. Ben. Soc. 3 Hun, 361; Gosling v. Veley, 12 Q. B. 347.

7 Howard v. Savannah, Charlt. 173; Pulford v. Fire Departm. 31 Mich. 458.

8 Clark v. Lecren, 9 Barn. & C. 52; Hesketh v. Braddock, 3 Burr. 1858; Moore v. Bank of Commerce, 52 Mo. 377; Butchers' Beneficial Assoc. 35 Pa. St. 151; Sayre v. Louisville, etc. Assoc. 1 Duval, 143. See Mayor etc. v. Yuille, 3 Ala. 137.

9 Amesbury v. Bowditch Mut. Fire Ins. Co. 6 Gray, 596; Rogers v. Jones, 1 Wend. 237; Shelton v. Mayor etc. 30 Ala. 540.

§ 58. By-laws must be reasonable.-The power to make by-laws is always subject to the restriction that such by-laws must be reasonable, and not oppressive, vex

atious, or unequal.1 And this rule applies as well to public as to private corporations.2 Whether a by-law is reasonable or not is a question solely for the court. But a by-law, if unreasonable, will be bad, though duly passed, and published, and notified to the proper authorities, and not disallowed by them. A by-law is unreasonable, which, without authority, express, or to be clearly implied, interferes with the common rights of property, and the dealings of third persons, and prevents the purchase and transfer or delivery of property.5 Thus, a by-law of a bank prohibiting the alienation of stock therein, or putting restrictions thereon, is void. So, every citizen must be protected in his right to resort to the courts if he prefers, and a by-law of a merchants' exchange which requires members to submit their controversies to arbitration, on pain of expulsion if they bring suit, is invalid. A by-law of a benevolent association providing, as a penalty for the non-payment of dues, that the delinquent should forfeit his right to any benefits while in arrears, and for a period of three months after the payment of arrears, is invalid. So, a by-law compelling a freeman of a scrivener's company to provide a dinner for the master, warden, assistants, and other freemen, on the day of an election of a new master and wardens, was held to be bad; 9 though in the case of an old corporation existing by prescription, an ancient custom or by-law, compelling the stewards of the corporation to give a customary feast, may be sustained.10 A by-law prescribing a reasonable initiation fee, suitable to defray the proper expenses of maintaining the corporation reputably, is good; 11 so of a by-law assessing on the members of the corporation a burden cast by law on the hody politic. 12 A by-law of a corporation chartered to establish and maintain uniformity in insurance is valid; it is not contrary to public policy, nor in restraint of trade, nor unreasonable.13 So, by-laws adopted by the trustees of an asylum forbidding the inmates to leave the premises without permission from the

governor of the asylum, or one of his assistants, or indulging in contention, or boisterous and disorderly conversation at table, on pain of expulsion, are reasonable, proper, and valid. 14 And a by-law of a chamber of commerce, providing for the expulsion of a member for non-compliance with the terms of any contract, whether verbal or written, is reasonable and valid,15 and may be enforced, although the contract violated was void by the statute of frauds, or as not made "during a season of change." 16 Length of time will not legalize a by-law which is intrinsically illegal; but its long continuance is fair evidence to show that it has no intrinsic inconvenience.17

1 People v. Crockett, 9 Cal. 112; Amesbury v. Ins. Co. 6 Gray, 596; Comm'rs etc. v. Gas Co. 12 Pa. St. 318; Kennebec etc. R. R. Co. v. Kendall, 31 Me. 470; Commonw. v. Gill, 3 Whart. 228; People v. Medical Soc. 24 Barb. 570.

2 Mayor v. Winfield, 8 Humph. 767; Dunham v. Rochester, 5 Cowen, 462; St. Louis v. Weber, 44 Mo. 547; Pedrick v. Bailey, 12 Gray, 161.

3 Commonw. v. Worcester, 3 Pick. 462; Vedder v. Fellows, 20 N. Y. 126; Queen v. Saddlers' Co. 10 H. L. Cas. 404.

4 Elwood v. Bullock, 6 Q. B. 383.

5 Driscoll v. West Bradley etc. Manuf. Co. 59 N. Y. 96.

6 Moore v. Bank of Commerce, 52 Mo. 377.

7 State v. Union Merchants' Exchange, 2 Mo. App. 96.

8 Cartan v. Father Matthew etc. Soc. 3 Daly, 20; and see Buecking

v. Lodge of Odd Fellows, 1 City Ct. Rep. (N. Y.) 51.

9 Scriveners' Co. v. Brooking, 3 Q. B. 95; 2 Gale & D. 419.

10 Framework Knitters' Co. v. Green, 1 Ld. Raym. 113; Wallis' Case, Cro. Jac. 555.

11 Taverner's Case, T. Raym. 446.

12 Jeffrey's Case, 5 Co. Rep. 66 a.

13 People v. N. Y. Board of Underwriters, 54 How. Pr. 240.

14 People v. Sailors' Snug Harbor, 54 Barb. 532.

15 Dickenson v. Chamber of Commerce, 29 Wis. 45. 16 Dickenson v. Chamber of Commerce, 29 Wis. 45. 17 Rex v. Ashwell, 12 East, 22.

§ 59. Construction and effect of by-laws.--In construing by-laws, the courts will interpret them reasonably; and will not declare them invalid because every particular reason for them does not appear.2 A by-law of a bank is a contract between the stockholders, and the ordinary rules of construing contracts apply in its

construction.8 The words "shall be lawful," when found in a by-law, are not to be construed as obligatory. A by-law of a beneficial society providing for the relief of diseased members on application to the stewards of the society, entitles a member to relief only from the date of his application.5 Where the charter or a statute empowers a corporation to pass such by-laws as are necessary, the "necessity" will be implied from the act of passing it, and the by-law need not recite that it was necessary. A corporation may, by prescription or statute, have a local jurisdiction, and its by-laws will be binding on those within its jurisdiction, whether strangers or members; but unless this be the case, the corporate power to prescribe by-laws extends only to its own members and officers.8 Over them its by-laws, duly and lawfully passed, are binding and obligatory; and it is no objection to being bound by a by-law, that a corporator had no notice of it,10 or that he was not a member of the corporation when the by-law was enacted.11 A corporation cannot, by its bylaws, either abridge or enlarge the privileges conferred upon it or upon the corporators by statute.12 Thus, where the power of electing the directors of a railroad corporation is, by the statutes of a state, lodged in the hands of the stockholders, the corporation cannot, by its by-laws, resolutions, or contracts, give or take it away.18

1 See Vintners' Co. v. Passy, 1 Burr. 235.

2 Colchester v. Goodwin, Cart. 119; Poulters' Co. v. Phillips, 6 Bing. N. C. 314.

3 Re Dunkerson, 4 Biss. 227.

4 Rex v. Bailiffs etc. 4 Barn. & Ald. 271; 2 Dowl. & R. 172.

5 Breneman v. Franklin Benef. Assoc. 3 Watts & S. 218.

6 Stuyvesant v. Mayor, etc. 7 Cowen, 588, 606.

7 Rex v. College of Physicians, 5 Burr. 2740; Kirk v. Nowell, 1 Term Rep. 118; Marietta v. Fearing, 5 Ohio, 427; Vandine's Case, 6 Pick. 187; 17 Am. Dec. 351.

8 Company of Horners v. Barlow, 3 Mod. 159; Bank of Wilmington, v. Wollastou, 3 Har. (Del.) 90; Samuels v. Cent. etc. Exp. Co. McCa hou, 214.

9 Cummings v. Webster, 43 Me. 192; Anacosta Tribe v. Murbach. 13 Md. 91; German Evan. Cong. v. Pressler, 17 La. An. 127; McDer mott v. Board of Police, 5 Abb. Pr. 422; Sassenscheidt v. Ben. etc. Union, 1 City Ct. Rep. (N. Y.) 8.

10 Susquehannah Ins. Co. v. Perrine, 7 Watts & S. 348; and see Treadway v. Hamilton etc. Ins. Co. 29 Coun. 68.

11 London v. Vanacre, 12 Mod. 273: Cudden v. Estwick, 6 id. 124; Susquehannah Ins. Co. v. Perrine, 7 Watts & S. 348.

12 Brewster v. Hartley, 37 Cal. 15; Andrews v. Union etc. Ins. Co. 37 Mc. 256; and see Great Falls etc. Ins. Co. v. Harvey, 45 N. H. 292. 13 Brewster v. Hartley, 37 Cal. 15.

§ 60. Enforcement of by-laws.-The power to make supposes the power to enforce by-laws, by pecuniary penalties, which must be proportioned to the offense.1 The penalty must be a sum certain, and cannot be left to the arbitrary assessment of the governing part of the corporation, upon the circumstances of the particular case.2 And where the amount of the penalty is fixed by the charter, a by-law, the penalty of which exceeds that amount, is void. A corporation having authority to enforce its by-laws by fine, is impliedly precluded from adopting any other method.4 And without an express power so to do, a corporation cannot imprison the offender, or impose a forfeiture of goods, as a punishment for the violation of a by-law. And a by-law which compels the payment of a penalty, by excluding the offender from all participation in the profits of the company until payment, is bad. A by-law cannot be enforced by disfranchising the offender; nor by avoiding any bond or covenant made in contravention of it.9 And a refusal to pay a fine imposed by a by-law for a failure to pay an installment when due, does not give the right to impose additional fines for the same default.10 As a general rule, the penalty of a by-law can be given only to the corporation injured by the offense against its regulations. The usual mode of enforcing the penalty is by an action of debt or assumpsit for its recovery, 12 and the corporation itself must bring the action. 13 Since the office of a by-law is to regulate the duties of members toward the corporation and among themselves, a third party can enforce them only when he shows some privity; 14 as, where his claim is for value advanced upon