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

[Edward Morris]

Thanks for doing this Greg. Amongst other things I believe this illustrates
the difficulty many lawyers and lawyers-to- be have in analysing law and
offering advice outside their areas and jurisdictions of expertise. It is
something we need to keep in mind as we plot ways forward in the CCWG
relying upon the advice of our fine American counsel. Every now and then we
might want to stop and do a reality check to ensure we really are taking
into consideration the legal needs of our non-American volunteers and the
international internet community. Despite best efforts this well
intentioned report illustrates the difficulty of "practicing" law outside
of one's own country.

Best,

Ed


On Mon, Jun 22, 2015 at 5:26 AM, Greg Shatan <gregshatanipc at gmail.com>
wrote:

> 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 repealed by approval of members."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
>
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>
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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
>>
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>>
>>
>
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