Re: [wg-review] Clarifications requested from BoD, Staff, NC, TC,Chair prior to co-Chair elections

[Kent Crispin <kent@songbird.com>]

On Wed, Jan 10, 2001 at 08:16:29AM +1300, DPF wrote:
> On Tue, 9 Jan 2001 06:52:12 -0800, Kent Crispin wrote:
> >Article VI, Section 2(g) only expresses a pre-existing fact,
> >and it is there just to be absolutely sure that people understand it:
> >The board can do anything it deems necessary, regardless of what the
> >DNSO decides. 
> 
> It is not a simple as that.  The Board is bound by its own bylaws even
> though it has the power to change them.

That is true, but does not at all contradict the above point -- the 
power to change the bylaws really does override being bound by the 
bylaws, modulo a simple procedural step.  Moreover, my discussion above 
was concerning the powers of the board, in the abstract.

> If the bylaws state that a
> certain thing must happen before they decide something and that does
> not happen then they are in breach of their bylaws.
> 
> A individual member of the Board could then file suit against them for
> having breached their own bylaws and have a good case.

In theory, yes -- the directors do have standing to sue.  But in
practice, what would be the remedy, if the director in question doesn't
suffer any damage?

Moreover, in our instant case the board has made its understanding of 
the bylaws very clear, and it is not Karl's understanding.


-- 
Kent Crispin                               "Be good, and you will be
kent@songbird.com                           lonesome." -- Mark Twain
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