Joe Sims a �crit:
>
> You keep quoting the bylaws, but you always omit
> Section 2 (g), which reads as follows:
>
> "Nothing in this Section 2 is intended to limit the powers of the Board or
> the Corporation to act on matters not within the scope of primary
> responsibility of a Supporting Organization or to take actions that the
> Board finds are necessary or appropriate to further the purposes of the
> Corporation."
The key words here are "appropriate to further the purposes of the
corporation". If the board takes an action that is not in agreement
with the stated purposes of the corporation, it must justify that
action. And it is the membership, not the board, which has the last
say in what is the purpose of the corporation, and if that purpose
may be altered.
Also, according to the corporation law of California and federal law
as well, the bylaws of a corporation are subordinate to state and
federal laws. Nothing written into a corporation's articles or
bylaws can be superrogatory to the law, and the law makes all
corporations, especially non-profit ones having memberships,
subservient to their membership. Any autonomy of the board is
transitory, and particularly so if the board takes measures that are
not evidently in keeping with the purposes of the corporation.
Mr. Sims has written "Since, as you point out, I wrote this
language, I feel comfortable in interpreting it", but it is not for
Mr. Sims to interpret anything. Mr. Sims is a functionary of a
membership organization and, as such, is himself subservient to the
membership, which can replace him at will. Only the the California
Attorney General and the state and federal courts have the authority
to "interpret" the laws. JonesDay has made the same error in the
past, believing in its arrogance that it has the power to supercede
the law, and it has been put back into its place and made to pay the
price of its arrogance and unlawful behavior. If Mr. Sims continues
in the present vein, it could happen again.
As to the powers of the Supporting Organizations, they have merely
to put their policy to a vote of the membership and, if it is
ratified, and if the board refuses to enact it, destitute the board
forthwith, as is done in all corporations everywhere, commercial or
non-profit, incorporated or not.
