grant of summary judgment on all Nelson’s tort claims, the court’s grant of summary judgment on all tort-based punitive damages is affirmed. HENDERSON and AMUNDSON, JJ., concur. MILLER, C.J., and SABERS, J., concur specially. 1 . The contract contains no provisions setting forth possible grounds for termination. The issue of whether WEB can prove just cause to dismiss Nelson remains for determination on remand. MILLER, Chief Justice (concurring specially). I write specially to point out that in amending the bylaws by implication, the Board of Directors was required to follow both statutory law and procedures set forth in its own articles of incorporation and bylaws. St. John’s Hosp. Medical Staff v. St. John Regional Medical Ctr., Inc., 90 S.D. 674, 681, 245 N.W.2d 472, 475 (1976) (<HOLDING>). There has been no claim that amendment of the
recognizing that orders entered after the passage of the fiveyear deadline requiring automatic dismissal are null and void for lack of jurisdiction holding that failure to follow specific amendment procedures rendered attempted amendment of bylaws null and void holding that a garnishment proceeding could not proceed because the underlying judgment was null and void holding that proceedings  involving a layperson representing a corporation are null and void ah initio holding customs notice of action reclassifying icps white sauce to be null and void