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

[Sotiropoulos <sotiris@hermesnetwork.com>]

1/31/01 2:07:28 AM, Kent Crispin <kent@songbird.com> wrote:

>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.  

No Kent.  But it does appear as if you are by this point.

>"...may confer some of the rights of a member"
>does not mean "is a member".  

Please look at the context.  Your original claim was that the bylaws and articles 
DO NOT confer membership.  What exactly are you saying now?  You're a little 
confused or tired, I think, Kent.  The fact is, although the bylaws claim that the 
"members" of ICANN are not "members" according to the California Corporations 
Code, ACTUAL CIRCUMSTANCES AND EVENTS SHOW OTHERWISE.  Not to
belabour the point, but I'm hoping it'll sink in sooner or later, the @Large Directors
are bona fide Directors... it says so in the ICANN bylaws!

>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.  :-)

I think you're the one dreaming here Kent.  Wake Up!

>> 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.

You never did answer this question: Do you (Kent) think anyone would consider
an Anti-Trust action against the Red Cross?



Sotiris Sotiropoulos
          Hermes Network, Inc. 


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