NLA By-Laws

There's been a lot said about the awful and amateurish NLA by-laws in this forum over the months, but one area that has never been addressed is the real legal trap that the by-laws present to the particularly stupid and reckless director. There is a provision in Article 3, Section C providing for the expulsion or suspension of members. That's pretty normal in a non-profit corporation. But here's the trap. The NLA by-laws provide that once expulsion of suspension proceedings are started against a member, the member can only be suspended if he/she/it has "broken any applicable Federal, state or municipal regulations . . .." As dumb as the NLA directors are, they might think that they can expel or suspend a member for any reason they dream up, but in fact the by-laws seriously limits them. And when a person is accused of violating a law (especially if it is a criminal statute), then that person has been libeled or slandered without having to prove that the words, action or conduct was defamatory - in other words liability is automatic, the only issue is how much they will end up paying. This is a real trap for a stupid board without legal counsel, and once they accuse someone they're cooked - it's been done, and the rest takes place in court. And it can get worse! If the accusation takes place where there is no board meeting, or the board meeting is unlawful, then these directors are acting as individuals and not as board members, and they will end up getting sued individually. The NLA board, for example, rarely has a legal meeting because there is never ten days written notice of special board metings (which is required by the NLA by-laws, even if some people are dumb enough to think this is just a "guideline") and almost never is the business to come before the meeting properly set forth in whatever written notice, if any, is given. Does anyone think the NLA board is smart enough to avoid this trap???? Are lemmings smart enough not to march off the cliffs into the ocean?? Maybe we should take a poll

James H. Joseph
Pegasus Chauffeured
Motor Cars
Pittsburgh, Pennsylvania
jhj@pegasus-pittsburgh.com