What’s Bylaws Got to Do with It

In his blog, Aaron Park has repeatedly taunted the majority with claims that none of the complaints lodged against he and his brother are violations of the CRA Bylaws.

For example:

“Note – none of Barry Pruett’s allegations, even if true and absent several lies, would constitute a violation of any CRA By-Laws.” 05-03-2015

Concerning the complaint by Mark Gardner, Park writes that the complaint “…lacks a single violation of CRA By-Laws.” 05-05-2015

“Meantime – three complaints in, still no by-law violations.” 05-06-2015

“P.S. There are still no alleged violations of CRA By-Laws …” 05-07-2015

“He (Dallas Thiesen) also accuses George of violating CRA By-Laws that don’t exist…” 05-08-2015

I would like to respectfully disagree with Mr. Park. To that end, I humbly submit the following:

Being a Board member implies a legal, civil and ethical responsibility 
The California Republican Assembly is a corporation registered in the State of California. As such, it is expected that the actions of the corporation, including its Board of Directors, are in accord with both State and Federal law. This corporation has stated that it shall be governed by Robert’s Rules of Order Newly Revised and its Bylaws.

While these statements are reasonable to most folks, those with thicker skulls might need more proof so I would like to suggest at least the following:

All California based corporations are registered with the Secretary of State’s Office.
When a corporation is formed, it agrees to statements such as this: “The purpose of the corporation is to engage in any lawful act or activity…” Corporation filing form from http://www.sos.ca.gov

Furthermore, the CRA is governed by its Bylaws and Robert’s Rules of Order:


  Section 18.01. The most current version of Robert’s Rules of Order, Newly Revised, shall be the parliamentary authority for all matters of procedure not specifically addressed by these Bylaws.

When taken as a whole, I think it fair to say that CRA must abide by both state and federal law, its Bylaws, and Robert’s Rules of Order.

In addition—and I hope I don’t lose my target audience on this—the law and society in general have an expectation that corporations and their governing boards act in an ethical manner and within the rules they have established. Yeah, in essence, there is a moral component to the law. If they only taught Western Civilization in our schools…, but I digress.

So my contention is that CRA is governed by more than just its Bylaws, otherwise why require that our members be of “good moral character” ARTICLE IV – MEMBERSHIP Section 4.05.

The practical effect of this principle is that Board officers whose actions tarnish the image and reputation of the corporation can be removed. Those that violate state and/or federal law can be removed because failure of the board to act will be viewed as condoning the actions taken by the offending board members. Board officers are responsible for their actions and can be held accountable for them by the corporation, and civil authorities. In short, Corporations have a right to self-defense.


  Section 5.08. Termination and Discipline of Member

  (6) Otherwise violated the CRA Bylaws or brought discredit or disrepute upon the CRA, provided that at least thirty days before such disciplinary action, the member was notified in writing of the alleged offense and the Board hearing. CRA members shall be permitted to address the charges against them prior to the Board vote.

Thus removal of George and Aaron Park from the CRA Board for the violation of Personally Identifiable Information (PII) is well within the rights of the Board. In fact, I think that it is the duty of the Board to do so.

…to be continued