Re: [wg-review] Constituencies, 1 governance and legality

[Kent Crispin <kent@songbird.com>]

On Tue, Jan 30, 2001 at 11:15:59PM -0800, Karl Auerbach wrote:
> 
> > >I don't know how it could be more plain.  The corporation doesn't have
> > >members.  (I know that Karl Auerbach has entertaining legal theories.
> > >You just have to consider that Karl is a full-time engineer who got a
> > >law degree, while the bylaws were written by full-time lawyers that
> > >everybody (except Karl) thinks are top notch.)
> 
> Yes I am an attorney - been so since 1978 when I obtained my JD cum laude
> - I was working full time so my grades weren't as good as they could have
> been, so I ended up merely matching the grades of a sitting justice of the
> California Supreme court.  I've been an active member of the California
> Bar ever since.  It seems that other lawyers think my skills are pretty
> good - I've been asked to speak at Harvard Law school, the Kennedy School
> of Government, Stanford Law school, Boston Univ Law, UCLA, Texas U, Cal
> Tech/Loyola, etc.
> 
> I also happen to be in the Advanced Internet Architectures Group at Cisco.
> I'm currently working doing research in conjunction with UC Berkeley on
> network control systems under a DARPA research grant.

Your chest certainly makes an impressive hollow sound when you beat on
it like that. :-)

> I do wonder who those "everybody" are who think that ICANN is getting "top
> notch" legal services.
> 
> And yes, ICANN does have members.  Just because ICANN says that it doesn't
> have members hardly changes the fact that California law says that ICANN
> does.  One has to wonder at the "top notch" talent that somehow thinks
> that corporate bylaws can repeal or supersede State statutes.  A chicken
> may say that it is an eagle, and it may even believe it, but that hardly
> makes it an eagle.

Very interesting.  This is totally in keeping with your comments in
previous posts where you have also mentioned that you believe that the ICANN
atlarge "members" are members of the corporation in the sense that
California laws concerning non-profit corporations define members, and
hinted strongly that those atlarge members should seek appropriate legal
remedies against the corporation to get their "rights". 

Now I just want to get this straight: you as an attorney before the
California Bar, and as an ICANN board member with a fiduciary
responsibility to protect the interests of corporation, are stating that
the ICANN atlarge members are members of the corporation in the full
legal sense of section 5056 of the California Nonprofit Public Benefit
Corporation Law, Article II, Section 1 of the ICANN bylaws
notwithstanding; and that therefore any or all of these atlarge members 
should engage in all appropriate legal action to secure their "rights"?  
Have I correctly stated your position?

You are of course aware that in your position, making such a
public statement is likely to incite some person to legal action that
could cost ICANN significant sums of money?


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