The Future Direction of Delaware Law (Including a Brief Exegesis on Fee Shifting Bylaws)

Delaware sets the governance standards for most public companies. The ability to attract corporations could not be explained solely by the existence of a favorable statutory regime. Delaware was not invariably the first or the only state to implement management friendly provisions. Given the interpretive gaps in the statute and the critical importance of the common law in the governance process, courts played an outsized role in setting legal standards. The management friendly nature of the Delaware courts contributed significantly to the state’s attraction to public corporations. A current example of a management friendly trend in the case law had seen the recent decisions setting out the board’s authority to adopt bylaws under Section 109 of the Delaware General Corporation Law (DGCL), particularly those involving the shifting of fees in litigation against the corporation or its directors. The DGCL allows bylaws that address “the business of the corporation, the conduct of its affairs, and its rights or powers or the rights or powers of its stockholders, directors, officers or employees.” The broad parameters are, however, subject to limits. Bylaws cannot be inconsistent with the certificate of incorporation or “the law.” Law includes the common law. The Delaware courts have used the limitations imposed by “the law” to severely restrict the reach of shareholder inspired bylaws. The courts have not used the same principles to impose similar restraints on bylaws adopted by the board of directors. This can be seen with respect to bylaws that restrict or even eliminate the right of shareholders to bring actions against management and the corporation. In ATP Tour, Inc. v. Deutscher Tennis Bund the court approved a fee shifting bylaw that had littl relationship to the internal affairs of the corporation. The decision upheld the bylaw as facially valid.The decision ignored a number of obvious legal infirmities. Among other things, the decision did not adequately address the requirement in Section 109(b) that bylaws be consistent with “the law.” The decision obliquely acknowledged that the provisions would “by their nature, deter litigation” but otherwise made no effort to assess the impact of this deterrence on shareholders causes of action. The provision in fact had the practical effect of restricting, if not eliminating, litigation rights granted by the DGCL and the common law. Perhaps most significantly, however, the bylaws significantly limited common law rights of shareholders to bring actions against the corporation and the board. Given the high dismissal rates for these actions, fee shifting bylaws imposed a meaningful risk of liability on plaintiffs. Moreover, because judgments in derivative suits were paid to the corporation, shareholders serving as plaintiffs confronted the risk of liability without any offsetting direct benefit. By preventing suits in this area, the bylaw effectively insulated the behavior of boards from legal challenge. The ATP decision was poorly reasoned and overstepped acceptable boundaries. The management friendly decision threatened the preeminent role of Delaware in the development of corporate law. The decision raised the specter of federal intervention and the potential for meaningful competition from the states. Because the opinion examined the bylaw in the context of non-stock companies, the reasoning may remain applicable only to those entities and never make the leap to for-profit stock corporations. Nonetheless, the analysis reflects a management friendly approach that does not adequately take into account the impact of the provision on the rights of shareholders.

Staying in the Delaware Corporate Governance Lane: Fee Shifting Bylaws and a Legislative Reaffirmation of the Rules of the Road

The Delaware legislature has taken steps towards the adoption of amendments to the Delaware General Corporation Law (DGCL) that would prohibit fee shifting provisions in the articles and bylaws. The language in the legislative proposal, however, addresses fee shifting provisions only in the context of "internal corporate claims." Some have raised concerns that this language would allow for fee shifting provisions that applied to other types of actions, including at least some cases brought under the securities laws. This piece suggests that in fact the Delaware General Corporation Law already prohibits the adoption of bylaws and certificate provisions that apply to causes of action unrelated to internal corporate claims. As a result, there was no reason for the Delaware legislature to expressly bar fee shifting provisions in these types of actions.

Organizing a Chamber of Commerce : a "how to" manual for communities planning to organize a Chamber of Commerce : organization structure, sample bylaws.

"March 1962."

Constitution, bylaws, general laws and convention laws

<1918-61> include charter and constitution of the Union Printers Home

Massachusetts Homoeopathic Medical Society; bylaws, list of member and statistics...

Provisional Circ record

Faculty Bylaws

A draft of the College of Medicine's Faculty Bylaws submitted for review and approval by the Florida International University Administration on October 5, 2007.

The establishment of an ISO compliant cancer biobank for Jordan and its neighboring countries through knowledge transfer and training

Research studies aimed at advancing cancer prevention, diagnosis, and treatment depend on a number of key resources, including a ready supply of high-quality annotated biospecimens from diverse ethnic populations that can be used to test new drugs, assess the validity of prognostic biomarkers, and develop tailor-made therapies. In November 2011, KHCCBIO was established at the King Hussein Cancer Center (KHCC) with the support of Seventh Framework Programme (FP7) funding from the European Union (khccbio.khcc.jo). KHCCBIO was developed for the purpose of achieving an ISO accredited cancer biobank through the collection, processing, and preservation of high-quality, clinically annotated biospecimens from consenting cancer patients, making it the first cancer biobank of its kind in Jordan. The establishment of a state-of-the-art, standardized biospecimen repository of matched normal and lung tumor tissue, in addition to blood components such as serum, plasma, and white blood cells, was achieved through the support and experience of its European partners, Trinity College Dublin, Biostor Ireland, and accelopment AG. To date, KHCCBIO along with its partners, have worked closely in establishing an ISO Quality Management System (QMS) under which the biobank will operate. A Quality Policy Manual, Validation, and Training plan have been developed in addition to the development of standard operating procedures (SOPs) for consenting policies on ethical issues, data privacy, confidentiality, and biobanking bylaws. SOPs have also been drafted according to best international practices and implemented for the donation, procurement, processing, testing, preservation, storage, and distribution of tissues and blood samples from lung cancer patients, which will form the basis for the procurement of other cancer types. KHCCBIO will be the first ISO accredited cancer biobank from a diverse ethnic Middle Eastern and North African population. It will provide a unique and valuable resource of high-quality human biospecimens and anonymized clinicopathological data to the cancer research communities world-wide.

Grand Street Boys' Association (New York, N.Y.) Records, undated, 1907-1968, bulk 1940-2000.

The Grand Street Boys' Association began in 1916 as a reunion of men who had grown up on or near Grand Street in the Lower East Side neighborhood of Manhattan and quickly grew into an active club, open to all men (and eventually women) regardless of religion, ethnicity, or social class. The Association promoted welfare projects, acts of fellowship and tolerance, scholarships, youth employment, war efforts, and the elimination of discrimination in sports, among other projects. The collection documents the activities of the Association, as well as the Grand Street Boys' Foundation, its financial arm established in 1945, and its Hobbycraft Program, a charitable program tasked with collecting and redistributing donated items to charitable and nonprofit organizations. Materials include administrative records, financial records, correspondence, minutes, membership records, newsletters, yearbooks, artifacts, speeches, and photographs relating to both the New York Grand Street Boys' Association and the Association's Grand Street House in England. Series I, comprising the majority of the collection, contains the records of the Grand Street Boys' Association. In it are extensive membership records, meeting minutes, annual yearbooks, financial records, administrative material, newsletters, and artifacts. Series II documents the Grand Street Boys' Foundation and contains administrative records and financial records. Some overlap of material will be found in Series I and II such as material pertaining to the relationship between the Association and Foundation. Series III consists of photographs documenting both the Association and Foundation. The photographs show members and highlight the activities of the Grand Street Boys.

Mount Scopus Lodge Malden, Massachusetts collection, 1930-1940, 1942

Mount Scopus Lodge in Malden, Massachusetts was a Masonic Lodge established in 1930 by Bertram E. Green and George Kramer. Named for the mountain from which Roman legions and crusaders conducted their assaults on Jerusalem, the Lodge had a strong following in the first ten years of their existence. This collection contains by-laws, concert programs, and a booklet with a historical sketch.

Gunnislake Fish Counter Annual Report 2002

This is the Gunnislake Fish Counter Annual Report 2002 from the Environment Agency South West Region, which was held on March 2002. It presents the daily upstream counts of migratory salmonids recorded on the River Tamar at Gunnislake Weir fish counting station in 2002. The data within this report covers the period of the commercial migratory salmonid net buy-back scheme and the National Spring Salmon Bylaws. The report contains section on Net Buy-Back; Species Apportionment; Validation of counter efficiency; results as total number of migratory salmonid (salmon and Sea Trout) counted moving upstream in 2002 at Gunnislake; video validation and Counter Efficiency; and Discussion. The section Discussion includes Salmon and Sea Trout counts recorded on the River Tamar 1995-2002, other fish species observed as sea lamprey and Environmental Factors (river flows, water temperature, and barometric pressure).

Restormel Fish Counter Annual Report 2002

This is the Restormel Fish Counter, Annual Report 2002 produced by the Environment Agency South West Region on March 2003. The report presents the daily upstream counts of migratory salmonids recorded on the River Fowey at Restormel Weir fish counting station (SX 107 613) in 2002. Data contained within this report covers the period of the commercial migratory salmonid net buy-back scheme and the National Spring Salmon Bylaws. The fish counter at Restormel is a resistivity based system (Logie 2100A - Aquantic limited) and is installed on the weir at Restormel approximately 2 km upstream of the tidal limit. The run pattern observed for salmon and sea trout in 2002 was generally consistent with that of previous years. The upstream salmon / large sea trout count for 2002 was 1804.

Gunnislake Fish Counter Annual Report 2003

This is the Gunnislake Fish Counter, Annual Report 2003 produced by the Environment Agency South West Region on March 2004. The report presents the daily upstream counts of migratory salmonids recorded at Gunnislake weir fish counting station and trap (River Tamar SX 435 713) in 2003. Data contained within this report covers the period of the commercial migratory salmonid net buy-back scheme and the National Spring Salmon Bylaws. The total combined annual count of upstream migrating salmon and sea trout on the River Tamar in 2003 was 7% higher than the 9-year average. The minimum salmon count for 2003 was 3626. The 2003 upstream count for sea trout was 9913. Trap data for 2003 is consistent with historic trapping and net data in terms of the size split between salmon and sea trout stocks.

Restormel Fish Counter Annual Report 2003

This is the Restormel Fish Counter, Annual Report 2003 produced by the Environment Agency South West Region on March 2004. The report presents the daily upstream counts of migratory salmonids recorded on the River Fowey at Restormel weir fish counting station (SX 107 613) in 2003. Data contained within this report covers the period of the commercial migratory salmonid net buy-back scheme and the National Spring Salmon Bylaws. The run pattern observed for salmon and sea trout in 2003 was generally consistent with that of previous years. The upstream salmon / large sea trout count for 2003 was 1777, 2% lower than that recorded in 2002. The overall increase in the salmon and sea trout counts, together with the consistency of the numbers over recent years suggests that measures designed to protect salmonid stocks were working.