Kent and all,
Kent Crispin wrote:
> On Mon, Jul 05, 1999 at 11:44:51AM -0400, Richard J. Sexton wrote:
> >
> > If the names council was 80% ORSC people I'd scream saying it was unbalanced
> > and nobody would take it seriously. The bylaws, as implemented, fail to
> > prevent capture by a single organzation.
>
> The bylaws, no matter what they say, or how they are implemented,
> can't ever prevent capture.
True, as we are now seeing...
> First of all, as a practical matter you
> can't really ever write a description of an organization like ORSC
> that would be both legally defensible, and describe all the
> "members". I'm a member of the American Association for the
> Advancement of Science...
True, but you can make it dam difficult to capture the organization
by correctly and wisely written bylaws as well as making them very
legally defensible and describe all of the members.
>
>
> Second of all, and more important -- the board can modify the bylaws.
> The board could dissolve the corporation and transfer its assets to
> another corporation. The bylaws are easily mutable, and they are
> *not* a constitution, no matter what the "internet governance"
> hecklers keep saying.
No they are not a constitution in this sense. They are "Like a Constitution"
in the sense of they are the governing body of documentation that
any corporation must legally abide by or be faced with a possible breach
of those same bylaws under federal mandate as well as in most states
corporate legal mandates as well...
>
>
> Even if the bylaws could be considered a constitution, they would
> remain in large part irrelevant. The real issue is the powers of the
> corporation as a whole, not the powers of the directors or the
> membership or the SOs.
The powers of the corporation are by law, required to be incorporated
in their bylaws and their charter.
>
>
> That's why all the furor over the structure of the corporation is
> largely a fools game (*). Of course, the structure has *some*
> importance. But it is secondary. The real controls over ICANN come
> from governments, laws (in particular anti-trust laws) and the nature
> of the agreements ICANN can convince other entities to sign.
They can only have a legal contract with another corp. or entity
if that contract is NOT in violation of their bylaws or charter.
>
>
> (*) except for NSI, of course -- any delay is to its benefit.
>
> --
> Kent Crispin "Do good, and you'll be
> [EMAIL PROTECTED] lonesome." -- Mark Twain
Regards,
--
Jeffrey A. Williams
CEO/DIR. Internet Network Eng/SR. Java/CORBA Development Eng.
Information Network Eng. Group. INEG. INC.
E-Mail [EMAIL PROTECTED]
Contact Number: 972-447-1894
Address: 5 East Kirkwood Blvd. Grapevine Texas 75208
