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

Kavouss Arasteh kavouss.arasteh at gmail.com
Wed Sep 30 05:40:00 UTC 2015


I do not know whether to dissolve ICANN is simple majority (9) would form the ?Quorum?  
Kavouss

Sent from my iPhone

> On 30 Sep 2015, at 06:39, Alan Greenberg <alan.greenberg at mcgill.ca> wrote:
> 
> 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
> 
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