[CCWG-ACCT] Chairs as members

[Malcolm Hutty]

On 20/05/2015 05:55, Avri Doria wrote:
> 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.

I'm not sure that this is true, or if true that it matters.

>  Does this
> mean we would have to rewrite the official document (be it bylaws or
> whatever) every time the chair changed?

Even if the official document (Articles or Bylaws) has to list the
members by name, for ease of reading those names could be collected in a
neat little Schedule at the end of the document; if the Schedule to
document has to be updated regularly in that respect alone, where's the
harm? It could go through on the Consent Agenda.

In any case, I doubt that we would have to amend the document with each
change of member. For a company limited by shares (at least here in
England & Wales) only the initial members are written on the face of the
Memorandum and Articles; after formation the company is required to have
a Registers of Member, to keep it up to date, and to make it available
for inspection. Is it materially different for a Public Benefit
Corporation in California? This is a question for the lawyers.

The more important issue is the question of how we would ensure that the
SOAC Chairs (or whoever we decide) do get to become members. My
preference would be an Article that states that the Chairs were so
entitled ex officio. But if this is not possible, the Articles could
provide that the members were whoever the Board chose to admit to
membership; I would then propose that we create a Fundamental Bylaw
requiring the Board to admit as a member such persons (and only such
persons) as are defined in the Bylaws.

Given the unattractive complexity of the UA scheme, and since it seems
to have been disregarded based on assumptions as to the law, I would
like us to ask our lawyers whether something along these lines could be
contrived under Californian law.

Malcolm.

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