Bylaws

News & Analysis as of

New York Federal Court Takes Different Stance on Medical Staff Bylaws

On April 14, MedLaw Blog posted a comment about Villare v. Beebe Medical Center, a case in which a Delaware trial court granted summary judgment on the basis that the medical staff bylaws were held not to constitute a...more

Medical Staff Bylaws Are Not Contracts in Delaware

One of the fundamental issues in credentialing disputes is whether the Medical Staff Bylaws constitute contracts between the Hospital and the individual physicians. If the Medical Staff Bylaws do constitute a contract, then...more

Update Regarding Chevron Forum Selection Litigation: Chevron Requests Delaware Supreme Court Certification

As discussed below, on June 25, 2013, the Delaware Court of Chancery upheld the facial validity of forum selection bylaws unilaterally adopted by the boards of directors of Chevron Corporation and FedEx Corporation. In...more

ISS Opposes Director Compensation Bylaws

On January 13, ISS released FAQs expressing its views on a board’s adoption of director compensation bylaws. To counteract the increasing practice implemented by hedge funds and other dissident shareholders of paying their...more

Is It Time to Adopt a Forum Selection Bylaw?

The boards of all public companies should consider adopting a forum selection bylaw, if they have not already put one in place. The purpose of such a provision is to designate an exclusive venue for stockholder derivative...more

The Latest in Bylaws–No Director Third-Party Compensation

Every now and then a bylaw amendment gains favor in corporate America. A few brave companies act as early adopters. Then, if the concept has merit and nothing bad happens, other companies follow suit until it becomes...more

Relative Priorities of Planning Instruments Governing National Park Towns

Municipalities located within national parks are subject to unique development constraints. The federal National Parks Act and provincial Parks Towns Act enable agreements between the federal and provincial governments for...more

Trends in Exclusive Forum Bylaws: They're Valid, Now What?

For Delaware corporations facing a rising tide of strike suits, the Delaware Court of Chancery’s June 25, 2013 Boilermakers decision upholding the validity of “exclusive forum” bylaws adopted by Chevron Corporation and FedEx...more

New Bill Gives California Hospital and Corporate Boards Emergency Powers in Events of Disaster

California hospitals and corporations will soon be able to adopt bylaws that make it possible for the governing board to make business decisions in the absence of a quorum during an emergency. Effective Jan. 1, 2014, and...more

New ISS Position on Third Party Compensation Director Disqualification Bylaws in the US

In connection with the upcoming annual meeting of Provident Financial Holdings, Inc., the Proxy Advisory Services arm of Institutional Shareholder Services has recommended that Provident Financial’s stockholders withhold...more

Drafting and Revising Nonprofit Bylaws: Common Pitfalls and Best Practices

In this presentation: - Introduction - Considerations Regarding Process for Updating Bylaws - Common Bylaw Pitfalls - Provision-By-Provision Guide - Special Topic – Chapter...more

A Question Of Nomenclature – The GCL Versus The CCC

A colleague recently asked me why some Bylaws refer to both the California Corporations Code and the California General Corporation Law. The simple answer is that these aren’t the same thing. The General Corporation Law is...more

The 15 Most Common Nonprofit Bylaw Pitfalls: How to Avoid the Traps

Although it might not be the document most commonly on the minds of nonprofit directors, officers or staff, bylaws form the backbone of governance for nonprofit organizations and, therefore, are a very important document....more

Rules for rewarding 'super' condo board members [Video]

Chicago Tribune Condo Adviser columnist Howard Dakoff discusses the way in which "super" board members who go above and beyond the call of duty could be compensated for their extra service. Howard is a partner in the...more

AB 491 Gives Nonprofits Flexibility During an Emergency

The California Legislature recently passed AB 491, giving corporations, including nonprofits, flexibility to conduct ordinary business during an emergency such as a natural catastrophe, an enemy attack, an act of terrorism,...more

Bernstein Shur Business and Commercial Litigation Newslette #31

We are pleased to present the 31st edition of the Bernstein Shur Business and Commercial Litigation Newsletter. This month, we highlight cases and news addressing the inclusion of binding forum selection clauses in corporate...more

Weekly Law Resume - August 1, 2013: Homeowners Associations – Equal Access Requirements For Elections

Paul Wittenberg et al. v. Beachwalk Homeowners Association - Court of Appeal, Fourth District (June 26, 2013) - California Civil Code sections 1363.03(a)(1) and (a)(2) require that in an election, homeowners...more

Delaware Court Upholds Exclusive Forum-Selection Bylaws

On June 25, 2013, Chancellor Strine of the Delaware Court of Chancery upheld bylaws adopted by the boards of directors of Chevron Corporation and FedEx Corporation that designated Delaware as the exclusive forum for...more

Valid and Enforceable: Delaware Corporation Bylaws With Forum Selection Clauses

The Delaware Court of Chancery, in Boilermakers Local 154 Retirement Fund v. Chevron Corporation, C.A. No. 7220-CS (Del. Ch. June 25, 2013), has ruled that forum selection bylaws, bylaws providing for litigation to be in a...more

Delaware Court of Chancery Upholds Validity of Forum Selection Bylaws

On June 25, 2013, in a judicial development that should ease the burden of multi-jurisdiction litigation, Chancellor Leo E. Strine, Jr. of the Delaware Court of Chancery held that forum selection bylaws adopted by the...more

Delaware Court of Chancery Upheld Enforceability of Bylaws with Forum Selection Clauses Unilaterally Adopted by Board of Directors

In Boilermakers Local 154 Retirement Fund v. Chevron Corp., C.A. No. 7220-CD, 2013 WL 3191981 (Del. Ch. June 25, 2013), the Delaware Court of Chancery dismissed facial challenges to the validity of corporate bylaws that...more

Delaware Court of Chancery Upholds Forum Selection Provisions in Board-Adopted Bylaws

On June 25, 2013, Chancellor Strine of the Delaware Court of Chancery upheld the statutory and contractual validity of bylaws adopted by a corporation's board of directors that specifically designate an exclusive forum for...more

Delaware Chancery Court Upholds Forum Selection Bylaws

The Delaware Chancery Court held on June 25 that forum selection bylaw provisions, which purport to control the forum in which certain litigation relating to a corporation must be brought, are statutorily and contractually...more

Boilermakers Local 154 Ret. Fund v. Chevron Corp., C.A. No. 7220-CS (Del. Ch. June 25, 2013) (Strine, C.) & IClub Inv. P’ship v....

The Delaware Court of Chancery held that bylaw provisions unilaterally adopted by a Delaware corporation’s board of directors and providing that Delaware is the exclusive forum for resolution of certain disputes involving the...more

Should Your Board Adopt an Exclusive Forum Bylaw?

Exclusive forum charter and bylaw provisions limit certain types of shareholder litigation to the corporation’s jurisdiction of incorporation, and so potentially reduce or eliminate the cost and strategic difficulties of...more

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