[CCWG-ACCT] Townhall meeting follow-up

[Burr, Becky]

Malcolm said:

Beyond that though, is the problem Becky identified earlier: it seems
> you are mistaken when you say that an organisation's board is required
> to obey/comply with its bylaws. We have been told that the Board of an
> organisation with no members has a fiduciary duty to the company that
> takes precedence over the Bylaws: if the Board decides that it is in the
> best interests of the corporation to defy the bylaws, then defying them
> is their legal duty. Only by creating a membership (whether through
> Empowered SOs, UAs, Open Membership, or some other approach) can we
> raise up the bylaws to something the Board must honour in the way you
> assume they already must.

I think the issue is a little more nuanced Malcolm, so I apologize if I oversimplified.  Bylaws consist of words, which are subject to various interpretations.  The Board must interpret and apply the bylaws in light of its fiduciary obligations.  In a membership organization, the SOs and ACs  would have a meaningful way to participate in and effect that interpretation and application process.
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