Tuesday, October 11, 2005

AMSOL corporate documents: Do they reveal need for unanimous vote in some cases?

The following link has all of the AMSOL corporate documents on file with the State of Michigan. It is not entirely clear what sort of process or vote would be required to move the school from Michigan, as the by-laws are not public (which is common). However, Article XI of the Articles of Incorporation states that:
"any amendment altering, supplementing or otherwise affecting or modifying the purposes of the Corporation as set forth in Article II, or the dipostition of assets upon liquidation or dissolution of the Corporation as set forth in Article VII(c), shall, in either case, require the unanimous approval and consent of all of the Governors hereto; provided further, that any provision altering, amending, adopting any provision with, or repealing the provisions contained in Article VIII or Article IX shall, in either case, require the affirmative vote of at least 80 percent of the Governors"

This needs some further review, but raises some immediate questions, as it is very unusual for super-majority or unanimous votes to be required for action by any board.

http://www.cis.state.mi.us/bcs_corp/results.asp?ID=766548&page_name=corp

3 Comments:

At 1:18 PM, Blogger GenXsurvivor said...

Torgo alluded to this on his blog. Perhaps a move to Florida would require a unanimous vote, or perhaps those supporting a move want a unanimous vote just for the PR benefits (they often refer to the unimous vote in defense of moving AMC). Either way supporters of a move had motive to eject Rice even if he was in the minority.

But why did the other Board members (except for Judge Ryan) go along with it? Is it because they agree with some sinister agenda? Or did they believe assurances that the rule change was neutral and had nothing to do with targeting Rice? If the latter, were they ignorant or was everyone else misinformed? Other than the bare facts that Rice is gone and that he opposed the move, what tangible evindence is there that the rule change was not neutral?

 
At 7:14 PM, Blogger ressourcement said...

Ave Maria University, Law School, College, etc. etc. etc.

Affectionately, I am starting to call it the "split A's".

:)

 
At 10:29 PM, Blogger Torgo said...

Torgo believes that some of the Board members will be happy to reach term limits.

In the meantime, the convenient side effect is that Rice is eliminated.

It was a double-stroke of maneuvering (term limit good, Rice removal bad)...

 

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