Guest will Posted June 15, 2012 at 04:55 PM Report Share Posted June 15, 2012 at 04:55 PM Can the board of directors go against the bylaws? Link to comment Share on other sites More sharing options...
Guest Edgar Posted June 15, 2012 at 05:00 PM Report Share Posted June 15, 2012 at 05:00 PM Can the board of directors go against the bylaws?Are you sure you don't already know the answer to that question?[Hint: it's starts with "N".] Link to comment Share on other sites More sharing options...
Guest Edgar Posted June 15, 2012 at 05:02 PM Report Share Posted June 15, 2012 at 05:02 PM [Hint: it's starts with "N".]it's = it Link to comment Share on other sites More sharing options...
willr Posted June 15, 2012 at 05:03 PM Report Share Posted June 15, 2012 at 05:03 PM is there any reason that would allow the board to against the bylaws Link to comment Share on other sites More sharing options...
Guest Edgar Posted June 15, 2012 at 05:14 PM Report Share Posted June 15, 2012 at 05:14 PM is there any reason that would allow the board to against the bylawsNone that comes to mind. Why not ask the board why it thinks it can do what it plans on doing (or, worse, has done)?I suppose if the clubhouse was burning and the bylaws prohibited the use of water, the board might want to make an exception. But perhaps you could be more specific? Link to comment Share on other sites More sharing options...
Rev Ed Posted June 15, 2012 at 09:37 PM Report Share Posted June 15, 2012 at 09:37 PM is there any reason that would allow the board to against the bylawsOnly if the By-laws state that the Board is not bound by them. Link to comment Share on other sites More sharing options...
David A Foulkes Posted June 15, 2012 at 11:01 PM Report Share Posted June 15, 2012 at 11:01 PM What if the bylaws are in conflict with applicable law or statute? Obviously the bylaws should be amended to correct that, but would it be appropriate for the board to "violate" the bylaws in order not to break the law? Link to comment Share on other sites More sharing options...
Guest Edgar Posted June 15, 2012 at 11:34 PM Report Share Posted June 15, 2012 at 11:34 PM What if the bylaws are in conflict with applicable law or statute? Obviously the bylaws should be amended to correct that, but would it be appropriate for the board to "violate" the bylaws in order not to break the law?Now that's the kind of outside-the-box thinking we've come to expect.Perhaps willr, who has wisely become a member of this august forum, will let us know if that's the sort of thing he has in mind. Link to comment Share on other sites More sharing options...
Guest Nancy N. Posted June 16, 2012 at 02:41 AM Report Share Posted June 16, 2012 at 02:41 AM View PostDavid A Foulkes, on 15 June 2012 - 06:01 PM, said:What if the bylaws are in conflict with applicable law or statute? Obviously the bylaws should be amended to correct that, but would it be appropriate for the board to "violate" the bylaws in order not to break the law?Now that's the kind of outside-the-box thinking we've come to expect....The easy answer would be to make the usual point about how historically, organizations such as civil-rights groups would decide to do things in violation of unjust laws. (I'm assuming that it would be easily possible for such violations to be encoded in the bylaws, granting that the usual discussions are about specific main-motion actions.) But David Foulkes doesn't much like the easy answer, except maybe when he's the only one trying to answer the question.RONR (Ooo, remember that?) talks about statutes with procedural effect. So let's posit a bank-robbers' organization (yes, usually affiliated with orchid fanciers, but that's not germane now. I hope) whose bylaws mandate a bank robbery on the second Tuesday of odd-numbered months (because, obviously, there's a regular business meeting on the second Tuesday of even-numbered months; please don't quibble) in a jurisdiction with a statute that says, no bank robberies without a 2/3 vote. Now okay, we got Mr. Foulkes' bank robbers, and when Mr. Foulkes is involved, you bloody well know the pistoleros are waving around. Trouble is, security is somethin fierce in town lately, and the robbers (okay, and orchid fanciers) can't rustle (heh) up a 2/3 vote, though the club's bank balance (ironic, there) is shrinking horrifically. Wups, my time's up: somebody else type now. Link to comment Share on other sites More sharing options...
David A Foulkes Posted June 16, 2012 at 07:59 PM Report Share Posted June 16, 2012 at 07:59 PM (snip)Oh, how I miss having you around Nancy, as well as your point. Tell me (as I always have difficulty with the difference) is it slanderous or libelous to make reference to me as a bank robber? Link to comment Share on other sites More sharing options...
jstackpo Posted June 16, 2012 at 08:09 PM Report Share Posted June 16, 2012 at 08:09 PM And furthermore, does the use of such ephemera as a web page raise a knowingly false accusation to the level of a libel?And if the web browser has a read-the-text-out-loud feature (mine does), does that make the statement slanderous? Link to comment Share on other sites More sharing options...
Guest Nancy N. Posted June 17, 2012 at 06:23 PM Report Share Posted June 17, 2012 at 06:23 PM Oh, how I miss having you around Nancy, as well as your point. Tell me (as I always have difficulty with the difference) is it slanderous or libelous to make reference to me as a bank robber?Of course I won't try to answer your question, as it's against the website's rules to be caught practicing law. But I see your point that maybe I didn't make one.I got a little too deep in mud by trying to harmonize what RONR says, if I'm misquoting it correctly, about parliamentary practice's not having to comply with applicable procedural statutes. (See p. 15, and then flip about for the page you need.) So let's simplify, and just go with a place whose law says no bank robbing allowed on Tuesdays. Same bylaws as above, rob a bank on a Tuesday. There, a conflict: Can the board, assuming it has no integrity (a requirement for holding office), justify not robbing banks?(O Great Steaming Cobnuts, whyever did I throw in the Tuesdays part?)Next time I will mention the Zombies Freedom League, but that one gets tired quickly. Link to comment Share on other sites More sharing options...
Guest Nancy N. Posted June 17, 2012 at 06:27 PM Report Share Posted June 17, 2012 at 06:27 PM N. B. When I said "a place whose law says no bank robbing allowed on Tuesdays," I was thinking maybe Tulsa, but refrained, for fear of giving the appearance of practicing geography without a license.(5) Link to comment Share on other sites More sharing options...
David A Foulkes Posted June 17, 2012 at 07:54 PM Report Share Posted June 17, 2012 at 07:54 PM Well, with regard to an organized society that "requires certain rules to establish its basic structure and manner of operation", the "only limitations upon the rules that such a body can thus adopt might arise from....national, state, or local law affecting the particular type of organization." (RONR 11th ed., p. 10 ll. 9-10 & 25-30) It thus seems that any bylaws adopted that conflict with applicable law would be null and void, therefore no bank robberies on Tuesday.And having spent a week in Tulsa one day, I'm pretty sure they would refer to our esteemed PA as "Bub's Rules of Ohduh." Link to comment Share on other sites More sharing options...
David A Foulkes Posted June 17, 2012 at 09:44 PM Report Share Posted June 17, 2012 at 09:44 PM I'm intrigued by the reply that was here and is now (for the moment) not. Link to comment Share on other sites More sharing options...
Shmuel Gerber Posted June 17, 2012 at 11:01 PM Report Share Posted June 17, 2012 at 11:01 PM I'm intrigued by the reply that was here and is now (for the moment) not.Sorry, David. I'm afraid it's gone for good. Link to comment Share on other sites More sharing options...
David A Foulkes Posted June 17, 2012 at 11:03 PM Report Share Posted June 17, 2012 at 11:03 PM Sorry, David. I'm afraid it's gone for good. Ah well. It did give me some interesting thoughts, but I guess I'll keep them to myself..... for now. Thanks anyway. Link to comment Share on other sites More sharing options...
Gary Novosielski Posted June 18, 2012 at 01:15 PM Report Share Posted June 18, 2012 at 01:15 PM What if the bylaws are in conflict with applicable law or statute? Obviously the bylaws should be amended to correct that, but would it be appropriate for the board to "violate" the bylaws in order not to break the law?I think it that case it would be more accurate to say that the bylaws had been superseded, rather than violated. Link to comment Share on other sites More sharing options...
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