Re: SPI legal question

"David Graham" <cdlu(at)railfan(dot)ca> wrote on 08/02/2006 11:35:48 AM:
> Greg, could you address this for us, please? We'd like to move forward
on
> modernising our by-laws, but have an important legal question to
determine
> if it's even feasable to have new by-laws accepted.

There's some ambiguity in the current bylaws, but it is not unreasonable
to interpret the language to mean that an amendment requires a vote of 2/3
of the members entitled to vote. There is some risk in this
interpretation, but since the alternative is to keep the by-laws as they
are, it may be worth taking.

Given the wide membership eligibility in SPI, and the difficulty in
obtaining quorum, it might be worth considering adding additional ongoing
membership requirements (I'm sure these and others have already been
considered) -- e.g. annual dues (common in membership organizations), or
some sort of "active" status in a member project.

Regards,
Greg

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Gregory Pomerantz
Cleary Gottlieb Steen & Hamilton LLP
1 Liberty Plaza
New York, NY 10006
212-225-2723 (tel)
212-225-3999 (fax)
917-751-7582 (cell)
gpomerantz(at)cgsh(dot)com
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