Bylaws and covenants are both types of promises made between parties with possible consequences for a breach of the promise. The major difference between these two concepts lies in the nature and format of their creations, as well as the typical context in which both are enacted. While bylaws are generally mutually agreed upon governing rules for an organization or business, covenants are usually long-term promises to do something or refrain from action that may last for several generations.
Purpose of Bylaws
Corporations, non-profit organizations or any similar group of people who are working together for a similar purpose and need a governing set of rules use bylaws. Bylaws typically address issues like membership, annual dues, the roles and duties of the governing board and reasons why a member may be disciplined or excluded. When an organization gets started, the founding members decide on the bylaws following mutual input and discussion. Failure to abide by a bylaw will likely result in some sort of discipline as indicated by the bylaws themselves, as opposed to personal liability or legal recourse from a tribunal.
Purpose of a Covenant
A covenant, by contrast, is a more formal promise or contract between two parties to engage in, or refrain from, certain conduct or behavior. The term itself is considered Biblically based, although it has several applications in modern law. A covenant promise is a more formal arrangement than a bylaw and is generally used between two individuals as opposed to used in a larger business or organization sense. Breach of a covenant can lead to personal liability or other consequences as decided upon by the parties. Covenants are generally put in writing and may be used in a property deed or contract.
Examples of Bylaws
Within a set of bylaws is usually a section pertaining to the course a person must take to become a member within the organization. For instance, the prospective member may need to enroll in training or obtain approval from a majority of current members. Another common bylaw often involves the payment of annual dues to a corporation to maintain membership. Bylaws also often set forth discipline procedures for members, which may include private admonition, censure and eventually termination from the organization.
Examples of Covenants
Covenants are commonly found in deeds to property subject to restrictions enforced by a homeowners' association. While a bylaw only pertains to the individual entering into membership in the organization, a covenant may actually bind all successive property owners. Covenants are also used in contracts to ensure that parties adhere to the provisions of the agreement. A breach of contract covenant can result in a lawsuit for damages or termination of the agreement.
- University of Kansas: Work Group for Community Health and Development: Writing Bylaws
- MinnesotaNonprofits.org: Handbook for Starting a Nonprofit: Sample Bylaws – With Membership
- Reid C. Wilson: Restrictive Covenants: Modifying and Updating
- Mark A. Primack: National Law Review: Representations, Warranties and Covenants: Back to the Basics in Contracts
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