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

["Bret A. Fausett" <baf@fausett.com>]

> An open membership within the meaning of the California Code would be
> corporate suicide for a corporation as emeshed in controversy as ICANN.

I disagree with that. First, in spite of the heated debates, to the best of
my knowledge, ICANN has been sued precisely once in its two+ year history.
(Regland). It's been my observation that most stakeholders are willing to
abide by ICANN's decisions, albeit begrudgingly, rather than file suit. I
think that says more about the good faith of ICANN's participants than it
does about ICANN's invulnerability to suit.

Second, there are tens of thousands of non-profit corporations in
California, and there are only a handful of reported suits by statutory
members. ICANN is unique in some respects, but it's certainly not the first
organization that ever had the potential for conflict among the membership.
History suggests this is not a big problem.

       -- Bret

p.s. In *most* respects, the "rights" of statutory members are actually
pretty trivial and non-intrusive -- you can call meetings of the members,
fill Board seat vacancies if the Board doesn't do it first, review the
membership rolls, stuff like that. There are a number of procedural rules in
the California Code that ICANN could benefit from following voluntarily,
even if it doesn't want to concede that it has "members." The statutory
scheme provides some excellent, time-tested rules for holding Board
elections from the membership. These rules provide for how to put yourself
on the ballot, how long to provide for a campaign period, etc. Good stuff. 

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