[NewPacifica] Re: Directors' Rights

Any restriction, no matter how "reasonable," is a restriction on anabsolute (the word is in the California code) right of directors. Byputting the decision in someone else's hands, placing time limits,giving the staff and management time to shred documents, the motionis in violation of the law. See the opinion written the last timethis came up, in 2005, attached. (If you cannot receive attachments,write me directly and I will send it to you.) What, as the man said,are they hiding?


Carolyn


At 7:47 PM +0000 3/20/08, Nalini Lasiewicz wrote:

--- In<mailto:NewPacifica%40yahoogroups.com>NewPacifica@xxxxxxxxxxxxxxx,"Joseph Wanzala" <wanzala@...>

wrote:


 In my view it is an effort to proscribe, or certainly
 frustrate directors rights of inspection by creating a bureaucratic
 foot-dragging mechanism.


The only way that it limits the directors is the 2 to 3 hour limit.
I would strike that part.

Otherwise, it seems perfectly reasonable. If you wanted to change
the "within one week" part to "within 3 days" or something, why don't
you offer that as an amendment?

I shall of course vote against it and hope that a

 majority of PNB members do so as well.


You can do much better than that.

It's far better to fix the procedure to where you can support it.
Including, for that matter, adding a requirement that anyone who
appoints an Agent for inspection really ought to do so in writing
prior to the inspection since the records are confidential and we
need to know that the Agent has been named and that they will agree
to the same restrictions that a Director faces.

Nalini

Attachment: Phelps_re_Directorsrights.doc
Description: MS-Word document