The Power of the "Articles"...a little perspective.
posted on
Dec 31, 2012 04:13PM
Keep in mind, the opinions on this site are for the most part speculation and are not necessarily the opinions of the company WITHOUT PREJUDICE
While law can be extremely complicated and nuanced, there are few things to keep in mind when it peratains to corporate law in general.
Articles/Articles of Incorporation are not laws they do nothing more than define the legal identity of a corporation. All references to the "articles" by the company in reference to business conduct (such as how it elects its BOD) are misleading as all proceedures of a corporation SHOULD be contained within corporate bylaws (which incidentally must be approved by the BOD). The practical reasoning behind not including "proceedural articles" is that it provides a platform for the person setting up the company to install proceedures beneficial to themselves without having to have BOD approval.
Corporate Bylaws on the other hand are not as much laws as the are legally binding proceedures that a company with BOD approval establish to ensure smooth operation of the the company in a democratic sense. Let it be very clear however, that these Corporate Bylaws MUST in all cases adhere to the letter of all laws recognized by Canada that govern corporations.
A corporation CANNOT lawfully circumvent such things as the Charter of Rights and Freedoms, Provicial and Federal Law or...in the case of SLI... the British Columbia Securities Commission by simply writing self-serving "laws" into the Articles of Incorporation or their Corporate Bylaws.
There are two reasons why I bring this forth...
Firstly.... There are those (including management) that suggest or even state outright that the simple existence of Articles of Incorporation or Corporate Bylaws make them legally binding and irrefutable. This is simply not true. Articles and Corporate Bylaws that are legally challenged MUST stand up to the letter of the law in all cases. They also never surpercede the governing laws, rights and freedoms.
Secondly.... There has been some concern/doubt by many that the Dissident group has lost and run out of options....and on the surface I can see why as management has "CLAIMED" victory so to speak and unless those claims are continued to be challenged...it is true that those unilateral claims will sadly become actual victory.
Fortunately the answer to the question of whether the Dissident group has run out of options is a plain and emphatic NO, NADA, NYET!
That is why those who support the Dissident group must continue to remain diligent and continue to fight for a fair, lawful conclusion.
As long as we challenge what we see as unlawful acts or attacks on our rights and freedoms...rest assured, if what has transpired is IN FACT unlawful...we will have our day. If we accept the unilateral claim of victory by Lori... we will not...it really is that simple.
S.