[NCUC-DISCUSS] [CCWG-ACCT] Memo on Fundamental Bylaws & Legal Liability of Members

[Greg Shatan]

I've now read and analyzed this memo carefully. Regrettably, its
conclusions are fundamentally incorrect.  Please see the annotated copy
attached.  Specifically, there is no potential that "exposes members [of
ICANN] to legal liability" based on the "corporate veil" analysis cited in
the memo.  Further, and as noted in the attached, I would reject the
"fundamental bylaw" analysis as well.  This may be irrelevant given our
shift in direction, but having considered the memo, I did not want it
floating around as a potentially legitimate source of analysis.

I would have liked to praise the memo, but unfortunately I have to suggest
we bury it.

Finally, with regard to the power of members to approve bylaws, this is
clearly set forth in Section 5150(b): "Bylaws may be adopted, amended or
repealed by approval of members."  Any confusion otherwise was based on the
misbegotten idea that the "ultimate authority of the board" applies even to
members.

Greg

*Gregory S. Shatan **ï* *Abelman Frayne & Schwab*

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On Sat, Jun 20, 2015 at 4:32 PM, Arun Sukumar <arun.sukumar at nludelhi.ac.in>
wrote:

> Hello all,
>
> Please find attached a memo/primer from the National Law University, New
> Delhi explaining the idea of Fundamental Bylaws and examining its basis in
> California law. The document also has some research on what's known in some
> jurisdictions as courts "lifting the corporate veil", an action that
> potentially exposes members to legal liability.
>
> Hope this is useful to those who are following the CCWG's work. This is
> simply to supplement the legal advice CCWG is getting from both law firms.
>
> Best,
> Arun
>
> --
> -
> @arunmsukumar <http://www.twitter.com/arunmsukumar>
> Senior Fellow, Centre for Communication Governance
> <http://www.ccgdelhi.org>
> National Law University, New Delhi
> Ph: +91-9871943272
>
> _______________________________________________
> Accountability-Cross-Community mailing list
> Accountability-Cross-Community at icann.org
> https://mm.icann.org/mailman/listinfo/accountability-cross-community
>
>
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