[wg-review] (ICANN) Directors; their function, and membership.

[Sotiropoulos <sotiris@hermesnetwork.com>]

Here's a train of thought:

Relevant ICANN BYLAWS:

"Section 8. 

DUTIES OF DIRECTORS
Directors shall serve as individuals who have the duty to act in what they reasonably believe are the
best interests of the Corporation and not as representatives of the subordinate entity that selected them, their 
employers, or any other organizations or constituencies"

Combined with:

"Section 17. 

QUORUM
At all annual, regular and special meetings of the Board, a majority of the total number of Directors then
in office shall constitute a quorum for the transaction of business, and the act of a majority of the Directors present 
at any meeting at which there is a quorum shall be the act of the Board, unless otherwise provided herein or by law. 
If a quorum shall not be present at any meeting of the Board, the Directors present thereat may adjourn the meeting 
from time to time to another place, time or date. If the meeting is adjourned for more than twenty-four (24) hours, 
notice shall be given to those Directors not at the meeting at the time of the adjournment."

Add the preceeding to the following *Relevant* section of the CNPBCL Code: 

"Section 5056.  (a) "Member" means any person who, pursuant to a specific provision of a corporation's articles or 
bylaws, has the right to vote for the election of a director or directors or on a disposition
of all or substantially all of the assets of a corporation or on a merger or on a dissolution unless the provision 
granting such right to vote is only effective as a result of paragraph (2) of subdivision (a) of Section 7132.  
"Member" also means any person who is designated in the articles or bylaws as a member and, pursuant to a
specific provision of a corporation's articles or bylaws, has the right to vote on changes to the articles or bylaws."

Now, I don't know about anybody else here... but it certainly seems to me that the @Large fulfils the *very 
definition* of Member in the CNPBCL, despite what the relevant ICANN bylaw states.  The @Large is empowered 
to put people on the BoD.  The DUTIES OF DIRECTORS (Section 8) and the qualifications for QUORUM (Section 
17) are clear statements of the @Large's "right to vote for the election of a director or directors or on a disposition
of all or substantially all of the assets of a corporation" (Section 5056, CNPBCL).  After all, a quorum could be 
comprised which included the @Large Directors (who are BTW bona fide directors), and business transacted, with 
assets disposed and allotted.  This is not a mistake.  I believe it is intentional.

Mr. Crispin, your comment please.


Sotiris Sotiropoulos
          Hermes Network, Inc. 


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