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Alexis Hunt

Bylaws gags?

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I'm currently in the process of getting legal review of a particularly depressing set of corporate bylaws. Would sharing some of the most egregious examples be welcomed by the forum or should it strictly be limited to discussion of RONR itself?

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32 minutes ago, Guest Watson said:

Learning from the mistakes of others is a great teaching tool. Please educate me. 

In my view, the best way to learn about the proper way to compose bylaws is by reviewing §56. CONTENT AND COMPOSITION OF BYLAWS  beginning on p. 565 in RONR.  If you follow the recommendations there, you'll be miles ahead of the game. The General Discussion forum is overloaded with examples of poorly written bylaws.

Edited by George Mervosh

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1)  The "Service Gap":  Page 585, "Section 3" of the sample bylaws.   I'll let you have a go at figuring out the difficulty -- let you know tomorrow if you give up.

2)  The "Logic Bomb":  p. 588, the last two lines of "Article VIII".                              ditto

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All right, I'll have to go through in detail for more, but here's the one that made me post this in the first place:

Quote

If sixty (60) minutes after the time appointed for the holding of any meeting of owners, a quorum (which shall be the number prescribed by the Act) is not present, the meeting shall be dissolved and shall stand adjourned to such time and place as the board shall determine. Notice of the time, day and place of the convening of such adjourned meeting shall be given not less than ten (10) days prior to the convening of such meeting to each owner or mortgagee entitled to vote thereat. A quorum shall be constituted when persons entitled to vote not less than twenty-five (25%) of the units are present in person or represented by proxy.

Here's what my first read interpretation of this glorious passage says:

  1. Nothing exempts a meeting which obtained and subsequently lost quorum from the provisions of the automatic adjournment after one hour, so it seems that quorum-busters could leave at 59 minutes and trigger it. Debatable whether or not this only applies at exactly 60 minutes or whether it would apply later, as well. Would be awkward if a barely-quorate meeting couldn't excuse anyone to go to the washroom without adjourning.
  2. In the event that the automatic adjournment doesn't apply to a meeting that loses quorum after it begins, if the meeting adjourns itself by motion, that's not "such adjourned meeting" and therefore the notice requirements do not apply.
  3. The bylaw claims that quorum contradicts itself by claiming that the quorum is as specified by the Act, while also providing a specific number---the Act in question provides a default but with some variation permitted in the bylaws.
Edited by Alexis Hunt

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I'm inclined to read the first sentence as if the word "still" had been inserted after the word "is" and before the words "not present"; and I gather that the quorum specified in the last sentence is that required at the adjourned meeting. 

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On 9/15/2019 at 2:34 AM, jstackpo said:

The "Logic Bomb":  p. 588, the last two lines of "Article VIII".                              ditto

I'll bite. Please explain your dissatisfaction with those two lines.

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I have a good one

Quote

A Student Senator who will not attend the summer academic term, or any portion of the term may nominate a Summer Replacement Senator, subject to confirmation by the Student Senate on the first day of every May.

Page 5, section 4: https://www.sg.ufl.edu/Portals/0/2016 Constitution Finalized.pdf?ver=2017-01-25-140342-633

The issue is that the Senate must confirm the Summer Replacement Senators on May 1st and only on May 1st. Not April 30 or May 2. To make matters morse, classes typically end before May 1.

Edited by mjhmjh

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This is the deficiency of my organization's Constitution that is probably easiest to explain:

Quote

Any member may present a proposal of a caucus to the Vice President. The proposal must include a statement of purpose, and be signed on by two dues paying members.

Does the proposer count as one of the two required signatories? (Our practice is that the proposer does count. But thank goodness there's never been a dispute about this...yet.)

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If the proposer is a dues-paying member and has "signed on" the "statement of purpose", the "proposal of caucus" seems, unambiguously, to be presentable to the Vice President.

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