Re: [wg-review] Clarifications requested from BoD, Staff, NC, TC,Chairprior to co-Chair elections

[Karl Auerbach <karl@CaveBear.com>]

> Fact:  It explicitly has no members.

That's a falsehood - ICANN's bylaws say it has no members, but those
bylaws are superseded by California statutes that say that ICANN does have
members.

ICANN could also put into its bylaws that its employees are not subject to
traffic speed limit laws or the laws of gravity - and it would have equal
effect as ICANN's self-declaration that it isn't subject to the California
definition of who is a member.


> > Board members who simply "amend the bylaws" because they feel like it are
> > violating their legal obligations and are potential subject to personal
> > liability for violating those obligations.
>
> No, that is simply not correct.  Amending bylaws just because you feel
> like it in no way violates any legal obligations.

Good thing you aren't a director because what you say is absolutely flat
out wrong.

A directory has a fiduciary duty towards the purposes of the corporation
and a director who makes decisions in violation of that duty is subject to
personal liability.

		--karl--


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