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

["Chris McElroy" <watch-dog@inreach.com>]

I'm not the one confused here. When you began speaking about the transfer of
assets you are talking LAWS not BYLAWS. There are actual LAWS in the state
of California determining what can and cannot be done. It's takes
considerably more than you try to make it appear to take to do what you
suggest. You are good at trying to twist words to make it sound as if others
are confused, There are a lot of areas where I might not understand your
topic, but this is not one of them. I would be more correct in assuming you
don't understand and can therefore sympathize and try to educate you on the
subject. When the tables are reversed, I'm sure you would do the same for
me.

And again, this is off topic, Kent. Can you refer me to the subject number
on our task list that reflects the need to clarify the transfer of assets
from one nonprofit to another?

Chris McElroy aka NameCritic


----- Original Message -----
From: "Kent Crispin" <kent@songbird.com>
To: <wg-review@dnso.org>
Sent: Tuesday, January 09, 2001 3:23 PM
Subject: Re: [wg-review] Clarifications requested from BoD, Staff, NC,
TC,Chair prior to co-Chair elections


> 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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