Earlier quoted context omitted.
There is no answer, there is no law, no standard, no precedent, which any "unusually sophisticated" lawyer looking at it for a few minutes would realize. But instead of informing the "unusually sophisticated" court honestly "hey, I had this idea, but I researched it and it doesn't look like there is anything directly applicable" (you know, truth, whole truth, nothing but, and no standing by while the court is misled)…
Not a lawyer, but if this specific issue is important to you, could you define it in your contract or by-laws somewhere?
the language was already in the founding documents. yes, with hindsight, more language could have been added; but what I'm saying is, the language that was there is perfectly clear; it's lawyers and their bullshit who create the need for more language that needs to be written by lawyers and guess what, when that language is ignored, another lawsuit, and more lawyer bullshit. What I'm saying is, the system as practiced is completely broken, and it is the fault of the people who maintain the system, and they are called lawyers.