<p dir="ltr">Hi Malcolm</p>
<p dir="ltr">sent from Google nexus 4<br>
kindly excuse brevity and typos.<br>
On 22 Jun 2015 18:43, "Malcolm Hutty" <<a href="mailto:malcolm@linx.net">malcolm@linx.net</a>> wrote:<br>
><br>
><br>
><br>
><br>
> There are many reasons why things go wrong in this world. But I do not<br>
> want to suggest anything you may find fanciful or improbable or, worse,<br>
> that could be interpreted as attacking our honourable current Board members.<br>
><br>
SO: Yes indeed but we should also note that it's the "supposed"acts of the current/past board members that may have inspired some of the ccwg suggested accountability mechanisms. ;-)<br></p>
<p dir="ltr">> So for now, let's just say that the Board might believe they were<br>
> following the bylaws even if they were not. It is possible to err.<br>
><br>
SO: Just like the community could do the same. I guess it's interesting that computer built by human can be more accurate than human... but that's nature, we are bound ti make mistakes and our approach to it is what matters ;-). This is however not to justify/defend board as they are expected to be of low tendency to make mistakes</p>
<p dir="ltr">> Beyond that though, is the problem Becky identified earlier: it seems<br>
> you are mistaken when you say that an organisation's board is required<br>
> to obey/comply with its bylaws. We have been told that the Board of an<br>
> organisation with no members has a fiduciary duty to the company that<br>
> takes precedence over the Bylaws: if the Board decides that it is in the<br>
> best interests of the corporation to defy the bylaws, then defying them<br>
> is their legal duty. Only by creating a membership (whether through<br>
> Empowered SOs, UAs, Open Membership, or some other approach) can we<br>
> raise up the bylaws to something the Board must honour in the way you<br>
> assume they already must.<br>
></p>
<p dir="ltr">SO: Indeed I was not aware of such immunity of the board. Then it will be good to know how board following it's bylaw can be ensured without membership as I hope you will agree that membership seem a slippery path right now. Again I suggest we look at Alan's suggestion about having board members sign an undertaken.</p>
<p dir="ltr">> Incidentally, I don't blame you at all for not realising this: I didn't<br>
> either, and was quite surprised to be told it. But the legal advice<br>
> being what it is, we must act accordingly.<br>
></p>
<p dir="ltr">Thanks<br>
><br>
> --<br>
> Malcolm Hutty | tel: +44 20 7645 3523<br>
> Head of Public Affairs | Read the LINX Public Affairs blog<br>
> London Internet Exchange | <a href="http://publicaffairs.linx.net/">http://publicaffairs.linx.net/</a><br>
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