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Re: LevanduskyJun 05, 2015

No, Levandusky doesn't give the board the authority to impose fines. One of the prongs of Levandusky is that the Business Judgment Rule (BJR) only protects the board's actions if they are acting within the scope of their authority. They can't create new powers they don't have.

It's true that the by-laws are a core governing document, but they don't trump the lease. A board's inability to impose monetary fines is a special case of a larger issue: the board can't change any material term of the Proprietary Lease. That can only be done by shareholder vote, in the case of most leases.

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