SPI legal question

[Gregory Pomerantz]

"David Graham" <cdlu at railfan.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.com
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