Exactly. Theymos is an anonymous shareholder in an illegal venture. Nefario is fully doxed, the one running the thing and potentially ending up in jail for it. For Theymos to say Nefario should just keep running it to earn cons for him,  while not wanting to expose himself to the legal repercussions  is.. not very fair to put it mildly. Bylaws can never supersede laws and any contract to the contrary is by definition null and void. The whole shareholder contract most likely has no legal value either.