[CCWG-ACCT] proposal for how community could be delegated to make some decisions

[Seun Ojedeji]

The seem promising Robin and just to avoid abuse of part 2, part 1 has to
be a requirement/prerequisite to executing part 2 which will also in that
sense ensure removal of board is done in bulk(!removal of individual
member). For me that could be as good as moving to a new operator.

I guess the more difficult one will be how to practically feature part 2 of
the solution; not that such feature will ever be exercised but I guess it's
mechanism still needs to be determined. Few questions come to mind:

- Won't powers of board also be exercised in 2 in a manner done in part 1
- How does part 2 get exercised in a non-member organisation like ICANN
- How will noncom appointed board members vis SO/AC members apply in this
solution.

Thanks

sent from Google nexus 4
kindly excuse brevity and typos.
On 20 Jan 2015 17:52, "Robin Gross" <robin at ipjustice.org> wrote:

> *CALIFORNIA CORPORATIONS CODE **SECTION*
>
> *Nonprofit Public Benefit Corp:*
>
> 5210.  Each corporation shall have a board of directors. Subject to
> the provisions of this part and any limitations in the articles or
> bylaws relating to action required to be approved by the members
> (Section 5034), or by a majority of all members (Section 5033), the
> activities and affairs of a corporation shall be conducted and all
> corporate powers shall be exercised by or under the direction of the
> board. The board may delegate the management of the activities of the
> corporation to any person or persons, management company, or
> committee however composed, provided that the activities and affairs
> of the corporation shall be managed and all corporate powers shall be
> exercised under the ultimate direction of the board.
>
>
>
> *2 part solution proposal:*
>
> 1.  So the board may be able to delegate some of these management
> activities to "the community" - and reserves its *ultimate direction* to
> be able to over-turn such a decision by full negative consensus.  {i.e.
> every board member is against it).  The board would have to put this
> restriction on itself in bylaws: the requirement for all board members to
> vote against a community decision in order to over turn it.
>
> 2.  If we then added the ability to remove board members, this mechanism
> might be able to provide the kind of oversight and control the community is
> looking for without creating super-boards, membership orgs, and still
> complies with California Corporation law about board retaining ultimate
> control.
>
> Thanks,
> Robin
>
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