Tomm Posted October 18, 2020 at 08:05 PM Report Share Posted October 18, 2020 at 08:05 PM The Bylaws state in its preamble, "WHEREAS the corporation’s intent to engage in the business of real estate is solely for the function of accepting foreclosure assignment of real estate in xxxxx,(city name) from the Recreation Centers of xxxxxxx for the purpose of collecting all amounts due the xxxxxxx (recreation centers of xxxx) and associated legal and collection costs." The Article of Corporation however say, "ARTICLE II - INITIAL BUSINESS; The Corporation initially intends to engage in the business of real estate" Question: Can the corporation do dealings in any and all transactions that relates to real estate as stated in the Articles or are they strictly limited only to the purpose of collecting fees that may be delinquent as stated in the Bylaws even though the Articles take precedence over the Bylaws? Quote Link to comment Share on other sites More sharing options...
Richard Brown Posted October 18, 2020 at 08:20 PM Report Share Posted October 18, 2020 at 08:20 PM (edited) 22 minutes ago, Tomm said: Question: Can the corporation do dealings in any and all transactions that relates to real estate as stated in the Articles or are they strictly limited only to the purpose of collecting fees that may be delinquent as stated in the Bylaws even though the Articles take precedence over the Bylaws? Tomm, that is really a legal question which is beyond the scope of this forum. Needless to say, if the purpose of the corporation is going to be mentioned in both the articles of incorporation and the bylaw, the two should at least be in general agreement. Edited to add: If I was a member of the corporation and had to vote on a point of order as to whether the bylaws limit or restrict the nature of the real estate activities the corporation can engage in, I am inclined to take the position that the bylaws do impose such a restriction. The grant of authority in a corporate charter or articles of incorporation is frequently very broad. It is not unusual for the bylaws to be more specific about what activities can be engaged in. Ultimately, this is still a legal question and one which your membership must decide, preferably after consultation with counsel and studying both documents in their entirety. Edited October 18, 2020 at 08:28 PM by Richard Brown Added last paragraph Quote Link to comment Share on other sites More sharing options...
Caryn Ann Harlos Posted October 20, 2020 at 05:51 AM Report Share Posted October 20, 2020 at 05:51 AM I agree with Mr. Brown. The bylaws simply give a subset of the kind of real estate activities. Quote Link to comment Share on other sites More sharing options...
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