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1094, 1097 (D. Mass. 1990); Kidsco Inc. v. Dinsmore, 674 A.2d | | 483, 492 (Del. Ch. 1995) (citing Centaur Partners, IV v. | | National Intergroup, Inc., 582 A.2d 923, 926 (Del. 1990)); Black | | v. Glass, 438 So.2d 1359, 1367 (Ala. 1983); Norris v. S. Shore | | Chamber of Commerce, 424 N.E.2d 76, 77 (Ill. App. Ct. 1981); | | Procopio v. Fisher, 443 N.Y.S.2d 492, 495 (N.Y. App. Div. 1981); | | Jessie v. Boynton, 361 N.E.2d 1267, 1273 (Mass. 1977); O'leary | | v. Board of Directors, Howard Young Medical Center, Inc., 278 | | N.W.2d 217, 222 (Wis. Ct. App. 1979); Casady v. Modern Metal | | Spinning & Mfg. Co., 10 Cal. Rptr. 790, 793 (Cal. Ct. App. | | 1961). See also Brenner v. Powers, 584 N.E.2d 569, 574 (Ind. Ct. | | App. 1992) (holding that the bylaws of Indiana not-for-profit | | corporation are generally "a form of contract between the | | corporation and its members and among the members themselves"). | | Moreover, a number of additional jurisdictions that have not | | specifically held corporate bylaws to be contracts have | | determined that such bylaws should be construed and interpreted | | as though they were contracts. See Unigroup, Inc. v. O'Rourke | | Storage & Transfer Co., 980 F.2d 1217, 1220 (8th Cir. 1992) | | (applying Missouri law); Phillips v. National Trappers Ass'n, | | 407 N.W.2d 609, 611 (Iowa Ct. App. 1987); Storrs v. Lutheran | | Hosps. and Homes Soc. of Am., Inc., 609 P.2d 24, 30 (Alaska | | 1980); Blue Ridge Property Owners Assoc. v. Miller, 221 S.E.2d | | 163, 166 (Va. 1976); Toler v. Clark Rural Elec. Co-op. Corp., | | 512 S.W.2d 25, 26 (Ky. 1974); Schroeder v. Meridian Imp. Club., | | 221 P.2d 544, 548 (Wash. 1950). |
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| | | This result is further supported by the general rule that the | | bylaws of voluntary associations are a contract between the | | association and its members, and among its members. See | | Robinson v. Kansas State High School Activities Ass'n, Inc., | | 917 P.2d 836, 844 (Kan. 1996); Loigman v. Trombadore, 550 A.2d | | 154, 161 (N.J. Super. App. Div. 1988); Hebert v. Ventetuolo, | | 480 A.2d 403, 407 (R.I. 1984); Maine Cent. R. Co. v. Bangor & | | Aroostook R. Co., 395 A.2d 1107, 1119 (Me. 1978); Attoe v. | | Madison Professional Policemen's Ass'n, 255 N.W.2d 489, 492 | | (Wis. 1977); Stoica v. International Alliance of Theatrical | | Stage Emp. and Moving Picture Mach. Operators of U.S. and | | Canada, 178 P.2d 21, 22-23 (Cal. Ct. App. 1947). |
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| | | 2. Subsections (b) and (c) of Section 6 are intended to | | incorporate the holdings of the vast majority of state courts | | and the law that has developed under the FAA that, in the | | absence of an agreement to the contrary, issues of substantive | | arbitrability, i.e., whether a dispute is encompassed by an | | agreement to arbitrate, are for a court to decide and issues | | of procedural arbitrability, i.e., whether prerequisites such | | as time limits, notice, laches, estoppel, and other conditions | | precedent to an obligation to arbitrate have been met, are for | | the arbitrators to decide. City of Cottonwood v. James L. Fann | | Contracting, Inc., 179 Ariz. 185, 877 P.2d 284, 292 (1994); |
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