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

[Karl Auerbach <karl@CaveBear.com>]

On Tue, 9 Jan 2001, Kent Crispin wrote:

> > 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?

As usual you are purveying falsehoods under the guise of "facts."

For your education:

When a Director (or a member) brings a "derivative" action the injured
party seeking relief is the corporation itself, not the Director or
member.  And that damage is often remedied by injunctive relief, for
example corporate management may be enjoined from engaging in a certain
practice or may be compelled to perform certain acts.  Not all remedies
are in the form of money damages.

		--karl--



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