[maemo-community] [HFB] Some thoughts concerning "rules of engagement" that fall outside of the Bylaws document...

[From: robert bauer]

On Mon, Oct 22, 2012 at 8:34 PM, Lucas Maneos <maemo at subs.maneos.org> wrote:

> On Mon, Oct 22, 2012 at 06:37:09PM -0400, robert bauer wrote:
> > It's a PA requirement for all nonprofit corporations.
>
> Found the relevant act, I think [1]:
>
>         > § 1708.  Use of conference telephone or other electronic
>         > technology.
>         >
>         > (a)  Incorporators and directors. -- Except as otherwise
>         > provided in the bylaws, one or more persons may participate in
>         > a meeting of the incorporators or the board of directors of a
>         > business corporation by means of conference telephone or other
>         > electronic technology by means of which all persons
>         > participating in the meeting can hear each other.
>
> IANAL, but doesn't "Except as otherwise provided in the bylaws" allow
> for alternatives to be defined?


This is an "enabling" statute.  In other words, it is meant to explicitly
approve ("may") of audio enabled conferencing and that it is the default
position (if the bylaws are silent).  The proper construction of "Except as
otherwise provided in the bylaws" is that it modifies the "may" - meaning
that the bylaws can contrarily provide that directors "may not" participate
by audio conferencing.  If the statute was meant to allow a variety of
alternative meeting methods, the phrase "by means of which all persons
participating in the meeting can hear each other" would not be present.



>  A quick search turns up several PA
> NPs that seem to have done exactly that (some examples: [2][3][4][5][6]).
>
> L.
>
> [1] http://www.legis.state.pa.us/WU01/LI/LI/CT/HTM/15/15.HTM

[2] http://www.hla-pa.org/StateOffice/StateOfficePolicies/index.htm
> [3] http://www.wplug.org/wiki/ByLaws
> [4] http://pa.us.wikimedia.org/wiki/Bylaws
> [5] http://ofcn.org/libraries/bylaws/Lehigh.Valley.txt
> [6] http://www.kli.org/kli/KLI.Bylaws.html
>
> I can't explain why these non-profits have done what they have done.  How
do we know they have not made a mistake?
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