“Bylaws” or “By-laws”?

Bylaws is spelled both with and without a hyphen. For example, Black’s Law Dictionary gives a definition for bylaw but notes that it’s sometimes spelled by-law.

So which is preferable?

It appears that bylaw is gaining the upper hand. For example, the 1915 edition of Robert’s Rules of Order Revised used by-laws but the current edition, Robert’s Rules of Order Newly Revised, uses bylaws. And although its predecessor used by-laws, the new Massachusetts Business Corporation Act, effective 2004, uses bylaws.

So I say by-laws is dead. Long live bylaws!

Of course, lawyers are behind the times, as usual. Last month, 626 contracts filed as “material contracts” on the SEC’s EDGAR system used by-law; only 135 used bylaw.

But note that there are other wrinkles to bylaws. Here’s what Garner’s Modern American Usage has to say:

Both the spelling and the sense differ on the two sides of the Atlantic. In AmE, bylaws are most commonly a corporation’s administrative provisions that are either attached to the articles of incorporation or kept privately. In BrE, bylaws are regulations made by a local authority or corporation, such as a town or a railway.

The spelling without the –e– is preferred in AmE. Though etymologically inferior, byelaw (sometimes hyphenated) is common in BrE.

About the author

Ken Adams is the leading authority on how to say clearly whatever you want to say in a contract. He’s author of A Manual of Style for Contract Drafting, and he offers online and in-person training around the world. He’s also chief content officer of LegalSifter, Inc., a company that combines artificial intelligence and expertise to assist with review of contracts.

5 thoughts on ““Bylaws” or “By-laws”?”

  1. Ken: I often see By-Laws, with a capital L after the hyphen. Is there any support for that usage? I would dare say that the majority of drafters capitalize laws when they use the hypen approach but I have never understood why. Steve

  2. Steve: You make an interesting point that requires two answers.

    First, as a general matter don’t capitalize textual references to bylaws—they’re simply a kind of document, not a title. See MSCD 13.31.

    Second, if you were stating by-laws (with a hyphen) in a title, according to the Chicago Manual of Style you shouldn’t capitalize the l in laws. See CMOS 8.168–170. For one thing, the by is a prefix that couldn’t stand by itself as a word. But more to the point, I wouldn’t use the hyphen.


  3. Here’s a style rule that I often apply to resolve a choice of spellings. If the writing uses a word in the same sense that the relevant statute uses it, spell it the way the statute does.

    For example, in a writing that refers to an SEC-registered investment adviser, I spell it “adviser” (not “advisor”) because that’s how the U.S. statute spells it.

    Using a rule of this kind sometimes results in a spelling that’s now out of favor. But there’s a little value in falling in with the statute. And if a writing includes goes back and forth between original text and quotations, using one spelling might avoid an unnecessary distraction.

  4. Thanks for the information and comments. Good rule of thumb about following a statutes use. I will do that unless the statute clearly just misspelled the word and no one caught it before publication.

  5. if your parliamentary authority is the current edition of Robert's Rules of Order Newly Revised as it
    should be stated – in the 11th edition published last year, there is no hyphen in bylaws. even in the
    1990 edition there was no hyphen. that is the earliest edition i have, having discarded the ones before
    that. pat


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