[CCWG-ACCT] Question regarding UAs

[Avri Doria]

Hi,

In relation to this.  I thought the issue here was that in writing the
BylAws or whatever, you could not list the description of a person's
role, i.e. GNSO Chair, you had to actually list a person.  Does this
mean we would have to rewrite the official document (be it bylaws or
whatever) every time the chair changed?

avri

On 20-May-15 00:45, Malcolm Hutty wrot

> This whole thread seems to have massively overcomplicated the question.
>
>
> Unless I have missed something, the only reason we need "members" is to
> stand as plaintiff-of-record in a lawsuit against the ICANN Board
> complaining that the Board has failed to adhere to the corporations
> bylaws. Such a lawsuit would in reality be conducted by an SO or AC, but
> a person with legal personality needs to act as plaintiff-of-record.
>
> Why not simply proceed, as Samantha suggested, with the SOACs' Chairs as
> the members of the corporation? Could the Articles (or Bylaws, as
> appropriate) not simply identify the SOACs' Chairs as the members, ex
> officio and pro tempore?
>
> An SOAC Chair that refused to act as plaintiff-of-record when required
> to do so by his SOAC could simply be replaced. Likewise a Chair that
> went rogue and initiated a lawsuit without their consent.
>
> You can't make the SOAC a member without turning them into UAs, with all
> the attendent complexity. But I don't see that there should be any such
> problem with designating the chair of a SOAC, who will be a natural
> person, as a member of the corporation; the fact that the SOAC is not a
> UA is then irrelevant.
>
> In the event that there were any dispute as to whether a particular
> person is in truth an SOAC Chair, this would surely be a simple
> preliminary matter of fact for the court. It is surely beyond dispute
> that if the Articles designated "Alan Greenberg" as the member, it would
> be a matter of fact as to whether or not the person before the court was
> indeed Alan Greenberg; surely it is the same as to whether the person
> before the court is "the current Chair of ALAC", if that should be what
> is specified in the Articles?
>
> Malcolm.
>


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