[CCWG-ACCT] "Delegates": A Possible Alternative to Members

[Carlos Raul Gutierrez]

I think this is an interesting avenue, as some Board members, the ones who
have NOT been nominated by the NomCom, have been "delegated" by its
respective constituencies.

Furthermore as Roelof Meijer suggested earlier on, the Board should be
separated between the NomCom delegates as ExecBoard, while the "Delegates"
could constitute a Supervisory Board in the European style. Under this
layered structure, we could develop the so much needed *Internal* system of
Review and Redress of the (exec)Board decisions, well under control of the
constituencies.......

Carlos Raúl Gutiérrez
ISOC Costa Rica Chapter
skype carlos.raulg
+506 8837 7176  (New  Phone number!!!!)
________
Apartado 1571-1000
COSTA RICA

2015-01-27 10:03 GMT-06:00 Greg Shatan <gregshatanipc at gmail.com>:

> California non-profit law states that a non-profit corporation may have
> delegates, who would have some or all of the powers of members.  It is my
> understanding that these delegates would not be "statutory" members of the
> organization (and that the organization would not be a "membership"
> non-profit).
>
> It is possible that using delegates could solve some of the issues raised
> about members and the concept of "membership."  I have not read beyond the
> statute itself, so consider this only a rough starting point (and certainly
> not "legal advice").
>
> Here is the statutory language, from Cal. Corp. Code §5152:
>
> 5152.  A corporation may provide in its bylaws for delegates having
> some or all of the authority of members. Where delegates are provided
> for, the bylaws shall set forth delegates' terms of office, any
> reasonable method for delegates' selection and removal, and any
> reasonable method for calling, noticing and holding meetings of
> delegates and may set forth the manner in which delegates may act by
> written ballot similar to Section 5513 for written ballot of members.
> Delegates may only act personally at a meeting or by written ballot
> and may not act by proxy. Delegates may be given a name other than
> "delegates."
>
>
> Greg Shatan
>
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