When determining whether an individual in a corporation or the corporation itself has violated the law, there are three places you look, in descending order:
1. The first level of the law of corporation is the articles of incorporation, including the articles and by-laws.
2. The second level is the statutes (corporations are state controlled, with a few federal regulations thrown in)
3. The third level is Common Law (CL)
What does this mean? It means when looking at potential violations, the court will first look to the by-laws in the certificate of incorporation for the rules of decision and determine whether the actions at issue conflict with the by-laws. If they do not and are "legal" within the bylaws, the court looks to the statutes to see if the by-laws and the actions are in conflict with the statutes. Lastly, the court will look to see if there are any CL cases that speak to the issue.
At least, that's how I understand it. I welcome clarification on errant points.