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

[Kent Crispin <kent@songbird.com>]

On Tue, Jan 09, 2001 at 02:15:37PM -0800, Karl Auerbach wrote:
> 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."

??eh -- I just asked a question...

> 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.

Fine.  So you bring a suit against the board for not following its 
bylaws.  You get an injunction against the board not following the 
bylaws.  The board amends the bylaws and proceeds with what it was 
going to do.

So what is the remedy?

-- 
Kent Crispin                               "Be good, and you will be
kent@songbird.com                           lonesome." -- Mark Twain
--
This message was passed to you via the wg-review@dnso.org list.
Send mail to majordomo@dnso.org to unsubscribe
("unsubscribe wg-review" in the body of the message).
Archives at http://www.dnso.org/archives.html