It looks like I agreed with you too quickly. Just double-checked with Gemini Pro 3.0, and its answer looks correct to me:
This is a fascinating turn of events. Oliver is quoting from Section 3.01 of the bylaws, but he appears to be missing the critical conditional clause that precedes the text he quoted.
If you look at the bottom of Page 11 leading into Page 12 of the PDF, the sentence structure reveals that the “Directors = Members” rule is a fail-safe mechanism that only triggers if the initial member (Oliver) dies or becomes incapacitated without naming a successor.
Here is the text from the document:
[Page 11, bottom] …Upon the death, resignation, or incapacity of all successor Members where no successor [Page 12, top] Member is named, (1) the directors of this corporation shall serve as the Members of this corporation...
By omitting the “Upon the death, resignation, or incapacity...” part, he is interpreting the emergency succession plan as the current operating rule.
Oh, huh, maybe you are right? If so, I myself was unaware of this! I will double check our bylaws and elections that have happened so far and confirm the current state of things. I was definitely acting under the assumption that I wasn’t able to fire Vaniver and Daniel and that they would be able to fire me!
See for example this guidance document I sent to Daniel and Vaniver when I asked them to be board members:
If it is indeed true that they cannot fire me, then I should really rectify that! If so, I am genuinely very grateful for you noticing.
I think given clear statements that I have made that I am appointing them to a position in which they are able to fire me, I think they would have probably indeed held the formal power to do so, but it is possible that we didn’t follow the right corporate formalities, and if so should fix that! Corporate formalities do often turn out to really matter in the end.
From what I (and Gemini) can tell, you screenshot said nothing technically untrue. Technically they can fire you as the CEO, but you’d still be the sole member and could fire them and then hire yourself back. :)
The simplest way to rectify the situation to match your intent is to either (1) Resign as member without naming a successor, then the passage you quoted would come into effect and make the directors into members or (2) Name the 3 current directors as Successor Members and then resign as member. You’ll probably want to consult a lawyer or advisor for the pros and cons of each option.
Would be grateful for an update once you’ve done this, or perhaps verified that the situation is actually different (e.g. you already resigned as member but forgot).
I think I should just be able to appoint the two as members without resigning as member? Like, members can vote to modify the bylaws, so at the very least I should just be able to appoint a new member by rewriting the bylaw.
I will look into this sometime this week or next week. Feel free to poke me for an update any time if I end up not putting one here.
It looks like I agreed with you too quickly. Just double-checked with Gemini Pro 3.0, and its answer looks correct to me:
This is a fascinating turn of events. Oliver is quoting from Section 3.01 of the bylaws, but he appears to be missing the critical conditional clause that precedes the text he quoted.
If you look at the bottom of Page 11 leading into Page 12 of the PDF, the sentence structure reveals that the “Directors = Members” rule is a fail-safe mechanism that only triggers if the initial member (Oliver) dies or becomes incapacitated without naming a successor.
Here is the text from the document:
By omitting the “Upon the death, resignation, or incapacity...” part, he is interpreting the emergency succession plan as the current operating rule.
Oh, huh, maybe you are right? If so, I myself was unaware of this! I will double check our bylaws and elections that have happened so far and confirm the current state of things. I was definitely acting under the assumption that I wasn’t able to fire Vaniver and Daniel and that they would be able to fire me!
See for example this guidance document I sent to Daniel and Vaniver when I asked them to be board members:
If it is indeed true that they cannot fire me, then I should really rectify that! If so, I am genuinely very grateful for you noticing.
I think given clear statements that I have made that I am appointing them to a position in which they are able to fire me, I think they would have probably indeed held the formal power to do so, but it is possible that we didn’t follow the right corporate formalities, and if so should fix that! Corporate formalities do often turn out to really matter in the end.
From what I (and Gemini) can tell, you screenshot said nothing technically untrue. Technically they can fire you as the CEO, but you’d still be the sole member and could fire them and then hire yourself back. :)
The simplest way to rectify the situation to match your intent is to either (1) Resign as member without naming a successor, then the passage you quoted would come into effect and make the directors into members or (2) Name the 3 current directors as Successor Members and then resign as member. You’ll probably want to consult a lawyer or advisor for the pros and cons of each option.
Would be grateful for an update once you’ve done this, or perhaps verified that the situation is actually different (e.g. you already resigned as member but forgot).
I think I should just be able to appoint the two as members without resigning as member? Like, members can vote to modify the bylaws, so at the very least I should just be able to appoint a new member by rewriting the bylaw.
I will look into this sometime this week or next week. Feel free to poke me for an update any time if I end up not putting one here.