[NCUC-DISCUSS] [CCWG-ACCT] Memo on Fundamental Bylaws & Legal Liability of Members

[Arun Sukumar]

Hi Jordan, the California Corporate Code seems pretty clear on this: all
"corporate activities", which presumably include changes in bylaws, shall
be exercised under the "ultimate authority of the board".

I'm frankly a little confused by the legal counsel that says changes to
bylaws can be made without board approval. Where's this being drawn from? A
statutory provision? If so, I'vent seen it. I suppose what the law firms
could be referring to is the board passing a resolution saying, "here, we
authorise you to change bylaws without approval". But that can easily be
changed through another board resolution.

On Sat, Jun 20, 2015 at 5:20 PM, Jordan Carter <jordan at internetnz.net.nz>
wrote:

> hi Arun
>
> Thanks for this thoughtful contribution.
>
> I was interested in the difference between this memo's conclusions
> regarding the power to approve fundamental bylaws, and those of the legal
> firms retained by the CCWG. Their view is clearly that in a member
> structure, members can have approval rights for bylaws changes. The memo
> you have circulated seems on first glance to conclude that they cannot.
>
> Am I reading this right or is it just a matter of the way it is expressed?
>
> best
> Jordan
>
> On 20 June 2015 at 16:32, Arun Sukumar <arun.sukumar at nludelhi.ac.in>
> wrote:
>
>> Hello all,
>>
>> Please find attached a memo/primer from the National Law University, New
>> Delhi explaining the idea of Fundamental Bylaws and examining its basis in
>> California law. The document also has some research on what's known in some
>> jurisdictions as courts "lifting the corporate veil", an action that
>> potentially exposes members to legal liability.
>>
>> Hope this is useful to those who are following the CCWG's work. This is
>> simply to supplement the legal advice CCWG is getting from both law firms.
>>
>> Best,
>> Arun
>>
>> --
>> -
>> @arunmsukumar <http://www.twitter.com/arunmsukumar>
>> Senior Fellow, Centre for Communication Governance
>> <http://www.ccgdelhi.org>
>> National Law University, New Delhi
>> Ph: +91-9871943272
>>
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>>
>>
>
>
> --
> Jordan Carter
>
> Chief Executive
> *InternetNZ*
>
> 04 495 2118 (office) | +64 21 442 649 (mob)
> jordan at internetnz.net.nz
> Skype: jordancarter
>
> *A better world through a better Internet *
>
>


-- 
-
@arunmsukumar <http://www.twitter.com/arunmsukumar>
Senior Fellow, Centre for Communication Governance <http://www.ccgdelhi.org>
National Law University, New Delhi
Ph: +91-9871943272
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