Bylaws hardly constitute literature.  For the most part, they simply regurgitate the applicable general corporation law with a few permitted changes here and there.  In general, there seems to be two schools of thought when it comes drafting bylaws.  Advocates of the long-form approach claim, with justification, that it is easier to consult the bylaws than the statute.  Champions of short-form bylaws point out that detailed bylaws may not keep up with statutory changes and thus it is still wise to consult the code.  (I believe that a logical argument could be made that it is more efficient to check the code first, but that’s a different post.)  For example, see my discussion in Board Meetings and the “Annihilation of Distance”.

Until recently, the original portions of bylaws were largely confined to advance notice requirements and majority voting.  The recent surge in interest in exclusive forum and fee shifting bylaws is calling attention to the idea that bylaws are contracts.

For example, some exclusive forum bylaw provisions include a severability clause, a “boilerplate” provision found in many contracts.  But why limit the severability clause to just the exclusive forum provision?  If the bylaws are a contract, doesn’t it make sense to include typical contractual boilerplate such as a severability clause?  I have, in fact, seen a few examples of bylaws that include a severability clause as to the entire bylaws.

According to my research, the word “boilerplate” originally referred to advertising material that was stamped on metal sheets back in the days when the original material was typeset using individual lead letters and symbols.  Distributing pre-stamped metal sheets allowed advertisers to distribute material inexpensively to printers.  As I began my law practice, financial printers still set type by hand and they were amazingly quick about it.