Legal Question in Constitutional Law in Mississippi

which is more legal.. a revised set of bylaws or the old bylaws?


Asked on 3/31/10, 12:44 pm

2 Answers from Attorneys

Edward Hoffman Law Offices of Edward A. Hoffman

Whether the revised bylaws are legal depends upon what they say and how they were revised. Similarly, whether the previous bylaws were legal depends upon what they said and how they were put into place. The mere fact that there have been revisions is irrelevant to the legality of either version.

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Answered on 4/06/10, 5:39 pm
Edmund Burke Edmund B Burke, Attorney at Law

This sounds like a Corporation Law question and not a Constitutional Law question. At least I'm going to assume these are Corporate bylaws.

There are basically two possibilities:

A. The "revised" Bylaws are, either by express language or by fair interpretation, an Amended and Restated set of Bylaws. These would, in this case, completely replace and supersede the old Bylaws.

B. The "revised" Bylaws are just amendments to the old Bylaws, which otherwise remain in effect except as amended.

These revisions would just either change (or revise) certain provisions in the old Bylaws, or they could add brand new provisions (or both).

In this case, then the "revised" ones would supersede the old ones, but only to the extent of the revisions. But provisions in the old Bylaws, that were not changed expressly, would still survive, unless they were inconsistent with some provisions in the new and revised Bylaws.

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Answered on 4/12/10, 1:22 pm


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