There is no statute that specifically says directors must follow the bylaws as it is implicit that directors owe a fiduciary duty to the corporation and must follow the bylaws which are the management provisions and guide for the corporation in addition to being a contract. The case I provided a link to states this.
"The parties agree as to the standard of review that we should apply in this instance, inasmuch as the articles of incorporation and bylaws
of a nonprofit
corporation constitute a contract
between the state and the corporation, the corporation and its members, and among the members themselves. Nat'l Bd. of Exam'rs for Osteopathic Physicians and Surgeons, Inc. v. Am. Osteopathic Assoc., 645 N.E.2d 608, 617 (Ind.Ct.App.1994)
. When construing corporate organizational documents, the general rules of contract
interpretation apply. Id.
The construction of the terms of a written contract
is a question of law for the trial court and is reviewed de novo by this court. Peoples Bank and Trust Co. v. Price, 714 N.E.2d 712, 716 (Ind.Ct.App. 1999)
. When interpreting a contract
, we will read the contract
as a whole and give effect to all words, phrases, and terms. Whitaker v. Brunner, 814 N.E.2d 288, 294 (Ind.Ct.App.2005)
. As a result, the bylaws
and articles of a corporation are to be read so as not to place them in conflict with each other. Id.
Additionally, issues involving statutory construction are matters of law for the appellate court to decide. Silverman v. Fifer, 837 N.E.2d 186, 189 (Ind. Ct.App.2005)
. When deciding issues of statutory construction, we are neither "bound by, nor . . . required to give deference to, the trial court's interpretation." Source: www.scholar.google.com/scholar_case?case=4048283490916297137&q=nonprofit+bylaws+contract+directors&hl=en&as_sdt=4,15
All my best & encouragement.
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