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

[Kent Crispin <kent@songbird.com>]

On Tue, Jan 09, 2001 at 02:05:57PM -0800, Karl Auerbach wrote:
> 
> > 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 bylaws are superseded by California statutes that say that ICANN does have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.

Go for it, Karl.

> 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.

Fortunately, we aren't bound by your understanding of California law.

> > > 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.

Sorry, you aren't reading it correctly.

> 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.

Of course how one feels about it makes no difference -- you claim that
making a change to the bylaws just because you feel like it violates
legal obligations.  But obviously, I could *just feel like* making a
change that was in accord with my fiduciary duty...how I feel about it 
isn't important.

-- 
Kent Crispin                               "Be good, and you will be
kent@songbird.com                           lonesome." -- Mark Twain
--
This message was passed to you via the wg-review@dnso.org list.
Send mail to majordomo@dnso.org to unsubscribe
("unsubscribe wg-review" in the body of the message).
Archives at http://www.dnso.org/archives.html