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

[Sotiropoulos <sotiris@hermesnetwork.com>]

1/31/01 12:39:19 AM, Kent Crispin <kent@songbird.com> wrote:

>On Tue, Jan 30, 2001 at 11:15:59PM -0800, Karl Auerbach wrote:
 
>> 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". 

It's pretty much self-evident if you read the ICANN ByLaws and the Corporations Code.  
Mr. Auerbach is not the only one capable of reading Kent.

>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?

Mr. Auerbach doesn't need to make any such statement.  I've already made it.  The Law is clear, so are the 
FACTS.  The REALITY is that ICANN @Large Members are in FACT Members in the full sense of the CNPBCL
defintion.

>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?

The cancer must be excised, otherwise we lose the whole body, surely no cost can be too high? In any 
case, ICANN paid out serious legal dollars to put themselves *in* this mess to begin with (almost $500,000!! 
to their `top-notch' lawyers).  Why don't you raise a stink about that, Kent?




Sotiris Sotiropoulos
          Hermes Network, Inc. 


--
This message was passed to you via the wg-review@dnso.org list.
Send mail to majordomo@dnso.org to unsubscribe
("unsubscribe wg-review" in the body of the message).
Archives at http://www.dnso.org/archives.html