[CCWG-ACCT] The Road to Dublin....

[Greg Shatan]

Carlos, to the best of knowledge, that this is true in every US
jurisdiction, certainly the ones I know.  This is fairly standard stuff.
If it's not true in any state, it's probably because they don't have member
non-profits in their statute, and not because they place members in a
relatively lesser position vis a vis the Board.  (Caveat:  I have not done
a 50 state survey on this, I'm not admitted to the California bar, and this
is not a legal opinion.)

Nigel, in the US, Members would not be considered "owners" of a public
benefit corporation or similar non-profit.  Generally speaking, non-profits
cannot be owned (there are some exceptions in some states, but they are
narrow, e.g., a non-profit may have a non-profit subsidiary in some states,
but the parent non-profit still can't be owned). I* would take from that
that Members do not have a property interest in the public benefit
corporation.  Their power does not come from property.  It comes from the
powers given to Members by the statute of the relevant jurisdiction.
 (There is something called a "mutual benefit" corporation, which benefits
only its members, where the analysis might be different.  Since ICANN is
clearly not one, I will eschew the rabbit hole.)

Greg



On Mon, Sep 28, 2015 at 2:45 PM, Nigel Roberts <nigel at channelisles.net>
wrote:

> This is the case for similar jurisdictions (such as the United Kingdom).
>
> The Membership are the group of people who come together for a common
> purpose. They are the legal owners of the corporation. (In a non-profit
> they are generally restricted from selling up . .).
>
> The Board are simply that body of people appointed (or elected) to manage
> the day to day operations of the corporation.
>
> Legitimacy as well as legality derives from the bottom-up, not the
> top-down.
>
>
>
> On 28/09/15 19:39, Carlos Raúl Gutiérrez wrote:
>
>> Greg,
>>
>> a clarification please:
>>
>>
>>
>>> The Membership of a US non-profit (here, a California Public Benefit
>>> Corporation) has a power relationship to the entity's Board that is
>>> unique (and uniquely powerful).
>>>
>>
>> Is this the case for the whole US or for California only?
>>
>> best
>>
>>
>>
>>
>> Carlos Raúl Gutiérrez
>> _____________________
>>
>> email: crg at isoc-cr.org <mailto:crg at isoc-cr.org>
>> Skype: carlos.raulg
>> +506 8837 7173 (cel)
>> +506 4000 2000 (home)
>> +506 2290 3678 (fax)
>> _____________________
>> Apartado 1571-1000
>> San Jose, COSTA RICA
>>
>>
>>
>>
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