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legal action clause for bylaws


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Our association has a "good name" clause in its bylaws and wants to add something to the effect that taking legal action against the club is incompatible with membership. Any thoughts on this or suggestions for language are appreciated.

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I would check with a lawyer.

For instance if someone feels that the club is violating the law and then sues, they could point to that section as proof that they club knew they were violating the law and were using that to coerce members from letting people know.

Also, My guess is that if you had this clause and someone sues, part of the lawsuit would be to invalidate that clause.

This would especially apply if the association membership was not entirely voluntary, something like a HOA or something in which their is a monopoly, like the only sports organization for a city.

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Membership, roles etc are all voluntary. In 30 years Robert's Rules (embedded in the bylaws) was all we needed to resolve any dispute. Then some new people got on the board and had a total disregard for the bylaws and the membership. We managed to vote them all out using a write-in. As a response, they brought a lawsuit against the organization, arguing that RR are just a set of debating rules, do not apply to elections! The judge didn't buy it and ruled 100% in our favor but all of this has taken time and toil.

We want them out permanently. Can we add something to the bylaws to this effect?

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Membership, roles etc are all voluntary. In 30 years Robert's Rules (embedded in the bylaws) was all we needed to resolve any dispute. Then some new people got on the board and had a total disregard for the bylaws and the membership. We managed to vote them all out using a write-in. As a response, they brought a lawsuit against the organization, arguing that RR are just a set of debating rules, do not apply to elections! The judge didn't buy it and ruled 100% in our favor but all of this has taken time and toil.

We want them out permanently. Can we add something to the bylaws to this effect?

If your bylaws don't specify how discipline is to be handled, take a look at Chapter XX of RONR, which outlines a fair trial process. Note that you might well have to amend your bylaws to ensure that they can't get back in once expelled.

That said, however, you absolutely can add anything to your bylaws that you'd like, within the amendment process. They're the ultimate governing authority of your organization.

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The bylaws do talk of fair hearing but the language is weak ("may be asked to resign") so in any case we will need a bylaws amendment. The question is what to propose. Ironically the only time a fair hearing was ever attempted was by the problematic board: they wanted to get rid of two board members whose only fault was dissenting and informing the membership that the board was running roughshod over our bylaws.

For a volunteer organization that has never before had a lawsuit of any type, adding a clause to the bylaws that simply makes a lawsuit incompatible with membership would seem to be a good solution, not least because it would be a membership-wide decision. Like Robert pointed out, if, down the road, someone sued and was in the right, a court is already involved and I imagine the court ruling could reinstate the membership. Am I missing something?

As for language perhaps: "taking legal action against the club is incompatible with membership."

Again, any thoughts on this are most appreciated.

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For a volunteer organization that has never before had a lawsuit of any type, adding a clause to the bylaws that simply makes a lawsuit incompatible with membership would seem to be a good solution, not least because it would be a membership-wide decision. Like Robert pointed out, if, down the road, someone sued and was in the right, a court is already involved and I imagine the court ruling could reinstate the membership. Am I missing something?

Yes, you're missing consulting an attorney.

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As a rule of thumb, creating a bylaw to try and back into a solution to a problem is usually a bad idea, as years down the road people will forget the reason for the bylaw and will question it.

It could be argued that a new bylaw that says filing lawsuits against the organization would not apply to these folks, since they are no longer filing lawsuits.

Also creating a rule to punish a past action that was not previously included is questionable.

It sounds like you have some members that you want to expel for reason. The lawsuit part is just a symptom.

I would simply beef up the part on expulsion and fair hearing and be done.

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