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

[Alan Greenberg]

Quorum is not used for votes such as these. The threshold is a 
majority or 2/3 of all directors.

Alan

At 30/09/2015 01:40 AM, Kavouss Arasteh wrote:
>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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