Re: [ga] No Members?

[Bret Fausett <baf@fausett.com>]

> California non-profits MAY have members, but they do not have to.

That's right. The reason for the continuing debate is that, under some
sections of California corporations law, corporations with statutory members
are defined by whether members have certain rights -- such as whether the
"members" can elect Directors, for example. But the creation of statutory
members under the California law is dealt with in several different sections
of the Code, some of which are seemingly contradictory, so it's a nuanced
question that we're unlikely to answer here.

The only reason any of this matters is that "statutory members" have certain
rights guaranteed under California law. Whether ICANN has *statutory*
members, as opposed to participants that it may choose to call "members," is
entirely academic unless you want to exercise a right guaranteed to
statutory members that ICANN refuses to recognize. At that point, there's a
real issue, but the only way to have it resolved is through the California
state courts. 

Nevertheless, and to return to the original point, the statute makes clear
that a corporation can have things that are called "members" without
necessarily making them statutory members. So the fact that Markle made a
grant to fund certain aspects of the membership program is irrelevant to the
statutory membership question.

     -- Bret




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