The charter of a corporation is supplemented by its by-laws. By-laws differ from a charter in that they are adopted by the stockholders and are based upon their authority instead of being granted upon the authority of the State.

"By-laws are the general working rules adopted for the internal government of a corporation. They regulate the conduct of the corporation and define the duties and rights of members of the corporation toward the corporation and among themselves. They apply to those discretionary and prudential matters of corporate and business conduct that are not regulated by statutory law or the corporation's charter. By-laws are of a somewhat permanent nature, in which they differ from resolutions and motions, which have reference to temporary and particular occasions and exigencies. By-laws must, of course, not disagree with the law of the land, common, constitutional, nor statutory, nor with the corporation's articles, and they must be reasonable and equitable; that is, they must take no provisions that are in effect against public policy, or an injustice to any members of the corporation. The by-laws may modify the articles, but they cannot alter them." 8

7 Gent. vs. Manufacturers' etc Mut. Ins. Co., 107 III., 652.

The matters to be covered by the by-laws of a corporation are at the discretion of the stockholders who adopt them and vary greatly in different corporations.