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

[Roeland Meyer <rmeyer@mhsc.com>]

The way I see it, under fiducuiary responsibility, not pointing this out
could lead to personal liability. However, IANAL applies.

-- 
IANAL - I Am Not A Lawyer. Before taking action on anything I say, you are
encouraged to seek legal advice. 

> -----Original Message-----
> From: Kent Crispin [mailto:kent@songbird.com]
> Sent: Wednesday, January 31, 2001 12:39 AM
> To: review
> Subject: Re: [wg-review] Constituencies, 1 governance and legality
> 
> 
> 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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