[CCWG-ACCT] A way to avoid the 'The Single Member Can Do Anything!' problem

[Alan Greenberg]

Someone mentioned that to me as well. It is incorrect. But I am not 
absolutely sure what the correct number is.

To amend the Articles of Incorporation or the Bylaws takes a 2/3 vote 
of the entire Board - 11 presuming all seats are filled. I would have 
thought that the threshold to dissolve is as high as that to amend 
the AoI. But I couldn't find that written anywhere.

According to the California Corporation Law, dissolution requires a 
majority of Directors to sign the certificate of dissolution, so 
presuming a full complement of directors, that would be 9.

So the correct answer is probably 9, but it could be 11.

Alan


At 29/09/2015 11:44 PM, Avri Doria wrote:

>One note,  I  have been given to understand that 5 members of the board
>(majority of a quorum) could even dissolve ICANN.
>
>Can this be confirmed?
>
>avri