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

[DPF <david@farrar.com>]

On Tue, 9 Jan 2001 13:44:05 -0800, Kent Crispin wrote:

>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.

Sorry but they do not.  Apart from anything else often bylaws are
entrenched with a two thirds or three quarters majority needed to
change them.  So that the Board could vote to do something which
violates the bylaws but get hauled back in line by a Court.  They then
may not have the numbers to change the bylaws to make their proposed
action legal.

, 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

________________________________________________________________________
<david at farrar dot com>
NZ Usenet FAQs - http://www.dpf.ac.nz/usenet/nz
ICQ 29964527
--
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