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

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