Filibuster.
In my Business Associations class (often called, by many schools, "Corporations"; as LLPs, LLCs, and other registered organizations found their genesis so recently that there has yet to be developed much interesting caselaw) we studied a case involving a corporation created by three families. Family #1 had a 40% stake; family #2 had a 40% stake; and family #3 had a 20% stake. The corporation employed a number of individuals from each family; family #1, especially, saw the corporation as a guaranteed place of employment. To that end, family #1 insisted that a clause appear in the articles of incorporation requiring at 2/3 majority by the board of directors in order to fire an employee who was a member of any of the three families. [Note: the articles also provided that the proportional representation of the stock of the families be reflected in the proportions of the directors; so family #1 and #2 each had 4 directors and family #3 had 2.] Which meant that if a member of family #2 was fucking up royally, he could be fired only if one of the four directors from family #2 so found.
Or did it? The problem was that as a default, articles of incorporation can be amended with a simple majority by the board. So instead of needing 7 votes (2/3+) to oust someone, one only needs the 6 votes (1/2+) to change the articles to require a mere simple majority, then 6 votes to oust.
What's the lesson here? Have someone who knows what she's doing write your articles of incorporation. Also, make sure that your founding document does not permit procedural end-runs.
The Senate would have been better had it learned this lesson. The current debate over the filibuster is this:
1) The Senate rules allow an individual to hold up a vote indefinitely, but he can be prevented from doing so with a 60% supermajority.
2) The Senate rules allow changing of the Senate rules with a 50% majority.
So what the Republicans can do is change the filibuster rule out of existence. If someone who had known what she was doing had written the Senate rules to be a coherent whole, one would need a 60% supermajority to change the filibuster rules. That no one seems to have noticed the discrepancy until now is evidence that the Senate rules were authored by a bunch of goddamn morons who should all be fired and sued for malpractice.
Or did it? The problem was that as a default, articles of incorporation can be amended with a simple majority by the board. So instead of needing 7 votes (2/3+) to oust someone, one only needs the 6 votes (1/2+) to change the articles to require a mere simple majority, then 6 votes to oust.
What's the lesson here? Have someone who knows what she's doing write your articles of incorporation. Also, make sure that your founding document does not permit procedural end-runs.
The Senate would have been better had it learned this lesson. The current debate over the filibuster is this:
1) The Senate rules allow an individual to hold up a vote indefinitely, but he can be prevented from doing so with a 60% supermajority.
2) The Senate rules allow changing of the Senate rules with a 50% majority.
So what the Republicans can do is change the filibuster rule out of existence. If someone who had known what she was doing had written the Senate rules to be a coherent whole, one would need a 60% supermajority to change the filibuster rules. That no one seems to have noticed the discrepancy until now is evidence that the Senate rules were authored by a bunch of goddamn morons who should all be fired and sued for malpractice.
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