RE: [ga] No Members?

[Roeland Meyer <rmeyer@mhsc.com>]

> From: Thomas Roessler [mailto:roessler@does-not-exist.org]
> Sent: Wednesday, April 04, 2001 1:42 PM

> There are still two questions even I as a European who is not
> familiar with California law can ask after having read the relevant
> material (which is entirely available from the ICANN web site), and
> these two questions went largely unanswered:

First mistake: Limiting yourself to the ICANN web-site. You therefore rely
solely on their interpretation.

Instead, go to the source;
http://caselaw.lp.findlaw.com/cacodes/corp.html

search for "PART 3.  NONPROFIT MUTUAL BENEFIT CORPORATIONS"

> - Why does the California code specifically talk about a SPECIFIC
>   PROVISION IN THE BYLAWS OR ARTICLES, when the legislator's "clear
>   intent" was that any BOARD RESOLUTION which gives someone the
>   opportunity to participate in an election of board members should
>   be sufficient?  
>   
>   Also, if that's the intent, why is 5056 (d)(2) there? (See
>   <20010404072237.A26611@songbird.com> from Kent Crispin for
>   details.)

As mentioned earlier, to Kent, that's not even the appropriate section. Such
mis-direction might fool a lay-person, but it wont pass muster in court. You
need to be looking under 7010, or thereabouts.

The main problem here is that the best word to describe the California legal
system is "Byzantine". IMHO, it's main purpose is to provide job security
for California lawyers <sigh>. Even they, are never quite sure. They would
be the very first ones to tell you that. Delaware law, by comparison, is
straight-forward, to the point, and unambiguous. That's why neither Kent's
statements nor mine, can ever be definitive. Also, why I invoke Karl's
credentials, why I pay lawyers wrt California law, and why I recommended
ICANN become a DE corp.

> - Why does nobody sue ICANN for membership rights? 
> 
>   I got an answer in private mail why one particular individual
>   didn't sue, but since - as you say - there are (multiple) other
>   participants in the discussion who are familiar with California
>   law, why don't these people take this issue to a court?

Because, no one has a sufficiently vested interest to underwite the cost of
such a suit. Who would win, how much, and for what benefit? Personally, I am
not a Public Benefit organization. I watch my own bottom-line, thank you
very much, and I don't see the return on  the investment, to either MHSC or
myself. Now, if the members of the @large (of which, I am not one) were to
collectively sue ICANN (it's called a class action suit) then we might get
somewhere. BTW, I am not at all sure that such a suit is not being prepared,
as I write this. Neither should you claim to be. Such things are unknowable
before the fact.

BTW, my personal view is that the California State flag is actually the
"Jolly Roger" in disguise.

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