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

[Alan Greenberg]

I am a firm believer in making as few changes as 
necessary. Although membership may well be the 
best way to go, getting the same effect from a 
less onerous change may be preferable.

Alan

At 27/01/2015 02:33 PM, Greg Shatan wrote:
>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 
><<mailto:JZuck at actonline.org>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: 
><mailto:accountability-cross-community-bounces at icann.org>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: 
><mailto:accountability-cross-community at icann.org>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
><tel:%2B506%208837%207176>+506 8837 7176  (New  Phone number!!!!)
>________
>Apartado 1571-1000
>COSTA RICA
>
>
>
>2015-01-27 10:03 GMT-06:00 Greg Shatan 
><<mailto:gregshatanipc at gmail.com>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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