律师意见 Legal Memo re Violations of HXNY Bylaws
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Molly Tang
Jun 18, 2011, 10:46:50 AM6/18/11
to HuaXiaNewYork
Legal Memo re Violations of HXNY Bylaws
SEHAM, SEHAM, MELTZ & PETERSEN, LLP ATTORNEYS AT LAW 445 HAMILTON
AVENUE, SUITE 1204 WHITE PLAINS, NEW YORK 10601 TEL: (914) 997-1346
FAX: (914) 997-7125 ssm...@ssmplaw.com www.ssmplaw.com
M E M O R A N D U M
To: Lawrence Slattery From: Lee Seham, Esq. Re: Violations of Huaxia
Chinese School Bylaws Date: June 17, 2011
You have advised me that five members of the seven-member HNXY Board
purportedly
removed Principal Alan Wang from his position last week. You have
requested that we review
this action for compliance with applicable HNXY Bylaws.
Our review of the HNXY Bylaws indicates that the sole body empowered
to remove an
elected officer of the School from his/her position is the Membership
by a two-thirds majority
vote. HNXY Bylaws §§ 5.01.04, 5.03.4. Indeed, the latter section
expressly states: “A twothirds majority vote is need for the removal
of the elected school officers and Directors.”
We understand that the five members seek to justify the Board’s
purported removal of
Principal Wang by reference to HNXY Bylaw § 6.05.6, which refers to
the ability of the Board
by a two-thirds majority vote to “impeach” school officers.
The standard use of the term “impeach,” is as an equivalent to an
indictment or bringing
of charges. Thus, whereas the HNXY Bylaws permit the Board to bring
charges against a school
officer, the power of removal appears to reside exclusively with the
School’s Members.
In our opinion, equating the power to “impeach” with the power to
remove would do
violence to the letter and spirit of the HNXY Bylaws. It is a
standard rule of contractual and
statutory construction that use of distinct terms reflects the
assignment of distinct meanings, i.e.
if the intent of the HNXY Bylaws were to grant the Board removal
powers, the term “removal”
would have been used. In addition, granting removal power to both
bodies within this small
School organization – the Members and the Board – could result in
operational paralysis given
the Members’ historic right to elect the principal.
Please advise us if we can render any further assistance to you with
respect to this matter.
SEHAM, SEHAM, MELTZ & PETERSEN, LLP ATTORNEYS AT LAW 445 HAMILTON
AVENUE, SUITE 1204 WHITE PLAINS, NEW YORK 10601 TEL: (914) 997-1346
FAX: (914) 997-7125 ssm...@ssmplaw.com www.ssmplaw.com
M E M O R A N D U M
To: Lawrence Slattery From: Lee Seham, Esq. Re: Violations of Huaxia
Chinese School Bylaws Date: June 17, 2011
You have advised me that five members of the seven-member HNXY Board
purportedly
removed Principal Alan Wang from his position last week. You have
requested that we review
this action for compliance with applicable HNXY Bylaws.
Our review of the HNXY Bylaws indicates that the sole body empowered
to remove an
elected officer of the School from his/her position is the Membership
by a two-thirds majority
vote. HNXY Bylaws §§ 5.01.04, 5.03.4. Indeed, the latter section
expressly states: “A twothirds majority vote is need for the removal
of the elected school officers and Directors.”
We understand that the five members seek to justify the Board’s
purported removal of
Principal Wang by reference to HNXY Bylaw § 6.05.6, which refers to
the ability of the Board
by a two-thirds majority vote to “impeach” school officers.
The standard use of the term “impeach,” is as an equivalent to an
indictment or bringing
of charges. Thus, whereas the HNXY Bylaws permit the Board to bring
charges against a school
officer, the power of removal appears to reside exclusively with the
School’s Members.
In our opinion, equating the power to “impeach” with the power to
remove would do
violence to the letter and spirit of the HNXY Bylaws. It is a
standard rule of contractual and
statutory construction that use of distinct terms reflects the
assignment of distinct meanings, i.e.
if the intent of the HNXY Bylaws were to grant the Board removal
powers, the term “removal”
would have been used. In addition, granting removal power to both
bodies within this small
School organization – the Members and the Board – could result in
operational paralysis given
the Members’ historic right to elect the principal.
Please advise us if we can render any further assistance to you with
respect to this matter.
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