Quote from: JoelKatz on October 11, 2012, 06:43:30 AM

Quote from: theymos on October 11, 2012, 02:01:35 AM

The bylaws don't say that the company represents its shareholders. It only states certain responsibilities and rights of its members. Why should it be implicit in this contract that the company will be able to personally represent its shareholders and put them in debt?

Because that's the primary purpose of the contract. The purpose of the contract is to create an entity owned and managed by the shareholders that other people will extend financial trust to. Nobody could have entered into that contract and not understood that they were taking partial ownership and control over an entity that would hold other people's money and be responsible for that money. Limited liability, where an artificial person is created that is itself responsible for its own liabilities, is a special legal exception, not the default rule -- the default rule is that a principal is fully liable for damages done by the actions of its agent when acting within the scope of its agency.

(I am not saying, by the way, that scammer tags should work this way. The forum is totally free to disregard general principles of law in favor of fairness. But the general principle of law is that if you empower someone to act on your behalf and for your benefit, you are fully liable for any harms they do within the scope of that empowerment -- just as if you performed those actions yourself. And, by the way, your liability is *not* limited by your share. A 1% stockholder can be held 100% liable because "the defendants are in the best position to apportion damages amongst themselves. Once liability has been established and damages awarded, the defendants are free to litigate amongst themselves to better divide liability. The plaintiff no longer needs to be involved in the litigation and can avoid the cost of continuing litigation." Those harmed don't care who pays them back and there's no reason they should have to litigate that issue.)

Nefario is the agent of glbse and needs to take responsibility for his actions that cause a loss to other partners. Theymos rushed here to make a thread about things even before the shareholder meeting had ended, not realising that in asking for a tag for Nefario he was also liable for one because abusing your position as administrator to get a tag applied to someone else in an effort to avoid responsibility for the actions of a private business partnership is not cool. Let alone making a statement on behalf of glbse you had no right to do during a fucking shareholder meeting.

Adults dont try to save their own asses they stand up and say "We fucked up now how can we deal with it?"