Re: [ifwp] RE: Incorporation or not?

[jeff Williams <jwkckid1@ix.netcom.com>]

Roeland and all,

Roeland M.J. Meyer wrote:

> At 10:18 AM 1/9/99 +0100, Roberto Gaetano wrote:
> >You know our opinion differ, I will be glad if I can have consensus on my
> >position, but I will be also happy if you could convince people and have
> >consensus on your opinion.
> >For the time being, it seems to me that the silence of the majority (the
> >silent majority?!?) means that we have consensus on 3 "I have no clue", that
> >is the nice way to say: "I don't know and I don't care". And this disturbes
> >me.
>
> If I may opine, that the ICANN wants to sign a contract, with a separate
> entity, almost mandates incorporation. This may be the reason for your loud
> silence, considering that you have placed the DNSO.ORG in the ICANN
> jurisdiction. The real question is whether or not such mandates will be
> acceptable from the ICANN. If they are then your question is moot.

 Another question or point of interest really is that in the ICANN has yet
to define a Individual Membership Organization, what is the authority
that the ICANN "Initial" and Interim BoD to make any decisions
on what SO's efforts are valid and acceptable.

>
>
> The real issue is that, under US law (and IANAL), my understanding is that
> a vendor can not have BoD seats with the contractor's company. At best, it
> is an incestuous relationship. This may also be the reason for the silence.
> Most business folk recognise quagmire when they see it. This effect the
> discussion on the ORSC list as well and I am CCing this there also.
>
> The questions are:
>
> 1) If ICANN decides to change vendors, what happens to the BoD seats?
> 2) Can the DNSO sever the contract with ICANN?
> 3) Are ICANN/DNSO truely independent entities?
> 4) Given standard severability clauses in most contract boiler-plate, what
> part is severable?
> 5) If the contract is non-standard, is it defensible?
> 6) What's the performance bond for either entity, remedies for failure to
> perform?
> 7) How does either entity indemnify the other?
> 8) What is being exchanged for what value?
> 9) Is it a valid exchange when, in some views, the entities are not severable?
>
> Remember, ICANN is a California corp. Regardless of which country the DNSO
> is corp'd in, California law may not treat them a separate entities for
> liability, because of the BoD seats. This is where I really start to get
> over my head because I've never seen this type of relation before and I
> sincerely doubt many others have either. Even the lawyers on the list
> should be worried about this because rare legal birds have a tendency to
> get cooked in court, especially a California court.
>
> I can not stress enough that IANAL on this one. I'd really like to hear
> answers on this issue myself. I do cookbook business law for myself. I've
> never seen this recipe before. It is worrisome.
>
> ___________________________________________________
> Roeland M.J. Meyer -
> e-mail:                                      mailto:rmeyer@mhsc.com
> Internet phone:                                hawk.lvrmr.mhsc.com
> Personal web pages:             http://staff.mhsc.com/~rmeyer
> Company web-site:                           http://www.mhsc.com
> ___________________________________________________
> I hold it, that a little rebellion, now and then, is a good thing...
>                 -- Thomas Jefferson
>
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Regards,

--
Jeffrey A. Williams
CEO/DIR. Internet Network Eng/SR. Java/CORBA Development Eng.
Information Network Eng. Group. INEG. INC.
E-Mail jwkckid1@ix.netcom.com
Contact Number:  972-447-1894
Address: 5 East Kirkwood Blvd. Grapevine Texas 75208