Re: [ga] serious participation in ICANN processes

["'Kent Crispin'" <kent@songbird.com>]

On Tue, Apr 03, 2001 at 04:23:43PM -0400, Sotiropoulos wrote:
> Kent, I've copied a message I had prepared in response to this same argument
> of yours on the WG-Review on Jan. 31st
> (http://www.dnso.org/wgroups/wg-review/Arc02/msg02292.html), for the benefit
> of all on the GA List.  It went like this:
> 
> "Ok Kent, I've read it a few times over and also gone to the CNPBCL
> Code.  

[...] 

Since, however, the @Large is able to vote in Directors of the Board,
does it not follow that such members are actually acting according to
the CNPBCL definition of "members" (i.e.  "5056.  (a) "Member" means any
person who, pursuant to a specific provision of a corporation's articles
or bylaws, has the right to vote for the election of a director or
directors...) ??? I'd appreciate a response."

No, it doesn't mean that.

To reiterate: 1) Contrary to the statement that started this thread, a
CNPBCL is not required to have members; 2) The ICANN bylaws make it very
clear that the "Members" defined in the bylaws do not qualify as members
under the CNPBCL code.  Karl Auerbach has a mischievous interpretation
of those laws, which you have picked up and will defend to the death,
but the people who crafted those bylaws knew what they were doing. 

I have been told that Karl bases his creative reading on a fundamental
misunderstanding (deliberate or not) of the legal view of whose benefit
the bylaws are written for -- the bylaws are written for the benefit of
the corporation; they are not written for the benefit of outside
parties.  If the corporation writes bylaws that state that "we are going
to allow people to help us select directors, but that they are not to be
considered members as defined in the CNPBL", then that's how things are. 

So, bottom line, ICANN does not have members (as defined by the 
CNPBCL), and it is under no legal obligation to have them.  There 
really is no question about this.

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