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

[Greg Shatan]

Jonathan,

I agree that delegates would not (or need not) be functionally different
from members.  It would be *structurally *different, however, which may
resolve certain concerns that have arisen regarding "joining" ICANN,
turning ICANN into a membership organization, etc.

Greg

On Tue, Jan 27, 2015 at 1:10 PM, Jonathan Zuck <JZuck at actonline.org> wrote:

>  Definitely something to look into. I’m not sure that delegates would
> functionally be too much different from members, though, and would require
> the same tough questions be answered as to powers. Meanwhile, I had my
> in-house counsel look into the questions that have been raised about
> membership and the preliminary results are encouraging. Started a new
> thread with it.
>
> Jonathan
>
>
>
>
>
> *From:* accountability-cross-community-bounces at icann.org [mailto:
> accountability-cross-community-bounces at icann.org] *On Behalf Of *Carlos
> Raul Gutierrez
> *Sent:* Tuesday, January 27, 2015 12:41 PM
> *To:* Greg Shatan
> *Cc:* accountability-cross-community at icann.org
> *Subject:* Re: [CCWG-ACCT] "Delegates": A Possible Alternative to Members
>
>
>
> 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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