RE: [ga] GA/DNSO Funding Issues

[Christian.Ahlert@sowi.uni-giessen.de]

Is the crucial question not what does ICANN own?

Best,
CA

Date sent:      	Mon, 27 Aug 2001 10:47:34 +0200
From:           	Alexander Svensson <alexander@svensson.de>
To:             	ga@dnso.org
Subject:        	RE: [ga] GA/DNSO Funding Issues


Hello Roeland!

Roeland Meyer wrote:
> Note: Erik's question on ICANN ownership speaks directly to this topic. Any
> corp is directly and solely accountable to it's owners and the issuer of its
> corp charter. Forget the socialist drivel, in the USA that is a matter of
> law. Ambiguity in declaration of ownership may gain someone an advantage
> somewhere, but the organization *is* accountable to its owner(s), whomever
> they may be. Further, those owners are accountable to the issuer of the corp
> charter (State of California), whom is further accountable to the US Federal
> government. The visible chain appears to be broken, but if the legal chain
> were indeed broken then ICANN wouldn't legally exist and all this would be
> for nought.

Since the question "who owns ICANN" so frequently pops up, 
maybe this is an item for ICANN.org's FAQ section?

>From what I as a non-U.S. non-lawyer understand (and I 
hope that U.S. lawyers clarify it), a non-profit 
corporation has no owner, cannot issue shares and cannot 
pay dividends. The Smiley vs. ICANN request for a 
preliminary injunction was sent to C.T. Corporation 
System (http://www.ctcorporation.com), because this 
is ICANN's agent for service of process (something like 
a representative authorized to receive certain 
documents)
http://kepler.ss.ca.gov/corpdata/ShowAllList?QueryCorpNumber=C2121683

Oversimplified, you seem to need only Articles of 
Incorporation and an initial Board of Directors or
alternatively incorporators to start a California
non-profit public benefit corporation. In this case, 
the incorporators were G.A. Ellis and Clint L. Duran
(I think lawyers from Jones, Day, Reavis & Pogue), and 
the initial Board took over from those incorporators
at the organizational meeting. 
http://www.icann.org/minutes/minutes-25oct98.html

Neither the former incorporators nor the agent own the
corporation, and there are no shareholders, so the
question "who owns ICANN" does not seem to make any
sense. Oversimplified even more (to a point where
I fear lawyers' responses...), ICANN seems to own 
itself. When it comes to who may spend ICANN's money,
who may dissolve ICANN, who may change the bylaws
etc., the answer is clearer: the Board (or, within
limits, those authorized to do so by the Board).
So the chain is not broken -- it's simply different
from a for-profit corporation with owners.

Does that make any sense?

Best regards,
/// Alexander
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