[Acct-Legal] Help with glossary definitions

[List for the work of CCWG-Accountability Legal SubTeam]

Dear Leon,

not being a lawyer and not having English as my first language, I find
the words "to fill" (a seat) ambiguous.

el

On 2015-04-30 08:46, List for the work of CCWG-Accountability Legal
SubTeam wrote:
[...]

> Designator: A person who is given the power in the Articles of
> Incorporation and/or Bylaws to fill one or more seats on the Board
> of Directors.


> Generally, a designator also has the right to remove the directors
> it designated with or without cause.  Designated directors cannot
> be removed by the Board or members without the designator's
> consent.  Designators may also be given the right through the
> Articles or Bylaws to consent to any changes in those governing
> documents.  California corporate law is unclear whether a
> designator must be a legal person (an individual or entity that is
> recognized under law such as a corporation or an unincorporated
> association); however, unless a designator is a legal person, it
> will not be able to enforce any rights in court.
>  
> Member: A person who under the Articles of Incorporation and/or
> Bylaws of a nonprofit corporation has the right to vote to elect
> one or more directors.  Members have extensive rights and
> protections under California corporate law, including the
> collective rights to amend the Bylaws, approve any amendment to
> the Articles of Incorporation, and approve the disposition of
> substantially all the corporation's assets or any merger or
> dissolution; the class right to remove directors they elected; and
> the individual right to inspect certain corporate records.  In
> addition to the rights members have under law, the law permits the
> Articles and Bylaws to specify additional corporate governance
> rights that may or must be exercised by the members.  Members may
> be divided into classes with different voting and other rights.
> Members must be legal persons, and they have standing to enforce
> their rights.
>  
> Rosemary
[...]
-- 
Dr. Eberhard W. Lisse  \        / Obstetrician & Gynaecologist (Saar)
el at lisse.NA            / *     |   Telephone: +264 81 124 6733 (cell)
PO Box 8421             \     /
Bachbrecht, Namibia     ;____/