LSCHelper Posted February 17, 2016 at 09:42 PM Report Share Posted February 17, 2016 at 09:42 PM Small, not for profit corporation chartered in Texas. Texas statutes state the following: (c) The board of directors may amend or repeal the bylaws, or adopt new bylaws, unless: (1) this chapter or the corporation's certificate of formation wholly or partly reserves the power exclusively to the corporation's members; (2) the management of the corporation is vested in the corporation's members; or (3) in amending, repealing, or adopting a bylaw, the members expressly provide that the board of directors may not amend or repeal the bylaw. The charter does not wholly of partly reserve the power exclusively to the corporation's members, the management of the corporation is not vested the the corporation.s members. I think that the wording in the statute requires that each bylaw item have the following statement "the members expressly provide that the BOD may not amend or repeal the bylaw". My question is: must the provisions of (3) above be stated for each bylaw item or can a blanket statement be made by the members, in the bylaws, that "the members expressly provide that the BOD may not amend or repeal the (these) bylaws". (Or words to this effect). I believe the Interpretation of this question depends on the definition of the word 'bylaw' in the statutes. (one or plural) Link to comment Share on other sites More sharing options...
Joshua Katz Posted February 17, 2016 at 10:00 PM Report Share Posted February 17, 2016 at 10:00 PM Unfortunately, we cannot provide legal advice here. Link to comment Share on other sites More sharing options...
Dan Honemann Posted February 17, 2016 at 10:50 PM Report Share Posted February 17, 2016 at 10:50 PM 29 minutes ago, Godelfan said: Unfortunately, we cannot provide legal advice here. I think it would be much more accurate to say: "Fortunately, we are cautioned not to attempt to offer legal advice here in this forum for a number of reasons, not the least of which is that if we talk about the law we are even less likely to know what we're talking about than when we talk about Robert's Rules of Order (which is seldom very much)." Link to comment Share on other sites More sharing options...
Joshua Katz Posted February 17, 2016 at 10:54 PM Report Share Posted February 17, 2016 at 10:54 PM 4 minutes ago, Daniel H. Honemann said: I think it would be much more accurate to say: "Fortunately, we are cautioned not to attempt to offer legal advice here in this forum for a number of reasons, not the least of which is that if we talk about the law we are even less likely to know what we're talking about than when we talk about Robert's Rules of Order (which is seldom very much)." I'll go with that. Link to comment Share on other sites More sharing options...
Shmuel Gerber Posted February 18, 2016 at 04:43 AM Report Share Posted February 18, 2016 at 04:43 AM 5 hours ago, Daniel H. Honemann said: I think it would be much more accurate to say: "Fortunately, we are cautioned not to attempt to offer legal advice here in this forum for a number of reasons, not the least of which is that if we talk about the law we are even less likely to know what we're talking about than when we talk about Robert's Rules of Order (which is seldom very much)." Sorry, Dan, but you are not qualified to make such a statement, since you always know very much what you are talking about. Link to comment Share on other sites More sharing options...
Ann Rempel Posted February 19, 2016 at 10:58 PM Report Share Posted February 19, 2016 at 10:58 PM On 2/18/2016 at 10:43 PM, Shmuel Gerber said: Sorry, Dan, but you are not qualified to make such a statement, since you always know very much what you are talking about. Where is the "Like" button? Link to comment Share on other sites More sharing options...
Shmuel Gerber Posted February 21, 2016 at 10:17 PM Report Share Posted February 21, 2016 at 10:17 PM On 2/19/2016 at 5:58 PM, Ann Rempel, PRP, CPP-T said: Where is the "Like" button? Um, it's probably still on Facebook, right where it belongs. Link to comment Share on other sites More sharing options...
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