RE: [wg-review] View from here - Who pays????????????????

[Sotiropoulos <sotiris@hermesnetwork.com>]

1/8/01 1:26:20 AM, Karl Auerbach <karl@CaveBear.com> wrote:

>The at-large should not pay one red cent until it gets its full rights as
>accorded under California law:

>Here's the list prepared by ICANN's own staff...  These have *all*
>been stripped away.  (The numbers in parenthisis are the sections of
>the California corporations code that gives the right that has now
>been removed.)  #6 is the one that ICANN claims that it is concerned
>about.  Yet, ICANN has not restored any the remainder.
[snip]

Wow Karl!  Talk about dropping a bomb...  Hmmm.  This does change things somewhat.  I'm with Karl on this! not a red cent until we are given full rights 
under California corporation law.  

>1. A meeting of members must be held in each year in which directors are
>to be elected. (5510). Members may apply to the Attorney General to order
>such meeting if not timely held.  (5510)
>
>2. Special meetings of members may be called by 5% of the members. (5510)

Is that 5% of the total Members (or just those of us with PIN#s)?  How quickly could such a petition for a special meeting be organized to look into this 
very matter, i.e. our full Member rights under California Law?

>3. Members are entitled to written notice of member meetings. (5511)
>
>4. Members may act by written ballot except to cumulatively vote for
>directors. (5513)
>
>5. Proxies are allowed unless withdrawn by bylaws or articles. Proxies may
>be limited by articles or bylaws. Proxies are revocable. (5613)
>
>6. Members may bring derivative actions, subject to the usual conditions.
>(5710) No bond shall be required if enough members bring the action.
>(5710)
>
>7. Most amendments to articles must be approved by Board and members (and
>any other persons specified in articles).  (e.g. SOs). (5812)
>
>8. Board must send annual report (as defined in 6321) to members within
>120 days after the end of the fiscal year. (6321)
>
>9. Membership lists and accounting books and records and minutes must be
>made available to members for proper purposes.  (6330, 6333 and 6338)

Should be no problem with the mailing list then, huh?

>10. Members may amend the bylaws; however, the bylaws may provide that the
>amendment may occur only with the approval of a specified person other
>than the Board. (e.g. SOs). (5150) Note, however, that the Board may amend
>the bylaws without the approval of members unless the action would
>materially and adversely affect the right of members as to voting or
>transfer.
>
>11. Directors elected by members may be removed by members. (5222)

>12. The bylaws must specify a quorum requirement. (5512)
>
>13. Members can bring legal actions to determine the validity of
>elections. (5617)

I want to thank you Karl for bringing this to our attention.

What do you think, Peter?


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