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 02:28:30PM -0800, Chris McElroy wrote:
[...]
> > The BoD of the corp can amend the bylaws at any time; this is not a bug,
> > it is an intended and well-established characteristic of a corporation.
> > It is a bit more difficult to amend the articles, since the articles are
> > filed with the state, but the board can do it by transferring the assets
> > and structure of the corporation to a new corporation with new articles
> > -- an afternoon's legal work, perfectly doable.
> 
> Not perfectly doable since that would also invalidate any existing contract
> they currently have.

Different definition of "perfectly doable".  Indeed, the external 
effects of a significant change to the bylaws or the articles might be 
serious -- if the ICANN board decided to pack it in and dedicate the 
corporation to preservation of endangered species in southern mexico, 
it would have a serious impact on the continued function of the 
corporation, as well -- the contracts would all be terminated, though 
for a different reason.

But you raise a good point -- the only effect ICANN has on the world 
(other than to entertain a bunch of people who think they are designing 
a government) is through its contracts with other entities.  ICANN 
could drastically modify its internal structure, but as long as the 
contracting parties are happy it has no effect.

> Every agreement including the ones with the US
> Government and the governments of other countries would have to be
> renegotiated and you can't just simply transfer the assets as you outline
> here.

You're right -- it *does* have to be another non-profit corp (taxes,
etc).

> Maybe you should meet our Attorney General in California. As a matter
> of fact, I'll email him asking him that very question for you. I'm sure
> he'll back your "Learned" opinion on how nonprofits can manipulate the law
> any way they choose.

Nowhere did I say that non-profits can manipulate the law any way they
chose.  Instead, I said they have great freedom to manipulate their
bylaws.  In fact, the critical point is that bylaws are *not* laws --
they are *not* a constitution.  ICANN is not a government.  There are
many people who are confused on this issue... 

[...]

-- 
Kent Crispin                               "Be good, and you will be
kent@songbird.com                           lonesome." -- Mark Twain
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