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

[Kent Crispin <kent@songbird.com>]

On Wed, Jan 31, 2001 at 04:40:30AM -0500, Sotiropoulos wrote:
[...]
> >Section (d)(2), above states "a person is not a member by virtue
> >of...Any rights such a person has to designate or select a director or
> >directors." T
> 
> Yes Kent, it does say that, but section (b) says: "(b) The articles or
> bylaws may confer some or all of the rights of a member, set forth in
> this part and in Parts 2 through 5 of this division, upon any person or
> persons who do not have any of the voting rights referred to in
> subdivision (a)."

You are truly desperate.  "...may confer some of the rights of a member"
does not mean "is a member".  Quite the opposite.  Compare:  "Becoming 
a permanent resident may confer some of the rights of citizenship" does 
*not* mean "Becoming a permanent resident makes one a citizen."  In 
fact, the construct emphasizes the separation between conferring some 
of the rights of being a member, and in fact being a member.


> The FACTS show that the @Large Members qualify to voting rights referred
> to in subdivision (a).  This is the real problem Kent.  The @Large
> Directors are REAL and bona fide Directors. 

Sweet dreams.  :-)
 
> hat is, being part of a selection process does not in
> >itself confer being a "member" in the sense of the code; the bylaws
> >carefully define the atlarge elections as a "selection process"; the
> >very first part of the "membership" section makes it quite plain that
> >they are carefully avoiding the definition of "members" in the law.
> >
> >Moreover, if you step back from the "ICANN is a government" mindset for
> >just a moment, the whole idea becomes ludicrous wishful thinking.  Think
> >of some other non-profit corporation -- think of the American Red Cross,
> >for example.  Directors would be *criminally negligent* if they opened
> >up the corporation to the liability risks of including a random
> >self-selected population as members.  Do you really think that allowing
> >any arbitrary person in the world standing to bring legal action against
> >the corporation would be in the best interests of the corporation? Do
> >you really think that any lawyer who didn't want to be disbarred would
> >suggest such a stupid thing?
> 
> What's it going to be Kent? Is ICANN a corporation or a non-profit
> organization?

??It is both.  It is a non-profit corporation.


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