Subject: GA-DIGEST V1 #345
From: [email-masked] (GA-DIGEST)
To: [email-masked]

GA-DIGEST           Wednesday, April 4 2001           Volume 01 : Number 345

----------------------------------------------------------------------

Date: Wed, 04 Apr 2001 13:09:47 -0500
From: Bruce James <[email-masked]>
Subject: Re: [ga] No Members?

Thank you, Dave. I have started a 501(c)(3) non-profit and now sit on three
501(c)(3) Boards. I think I might have a little more experience in IRS
regs., but not in Calf., law.

It does not sit right that ICANN has a grant for a Membership Program
Manager and computer software for members and has no members.

I am a member of the AtLarge group and did cast a vote at the last Board
Election. I think about 70,000 other AtLarge members cast their votes also.

/Bruce

~IANAL~ I Am Not A Lawyer. Seek legal advice.

- ----- Original Message -----
From: "Dave Crocker" <[email-masked]>
To: "Bruce James" <[email-masked]>
Cc: <[email-masked]>
Sent: Wednesday, April 04, 2001 12:53 PM
Subject: Re: [ga] No Members?

People use the term "member" informally all the time; it's
convenient.  That does not mean that their use in any way relates to the
legalities associated with formal use of the term.

People often refer to IETF "members" but, in fact, there is no such
thing.  There are participants, but nothing that constitutes membership.

Instead of looking around for non-legal examples that use the term, why not
pay attention to the very simple and direct explanations that have been
provided.  They are not very complicated.

California non-profits MAY have members, but they do not have to.  It is,
in fact, more common that they do NOT have members because of management
complexity when formal membership exists.  (I have run a 503(c)(3) and a
503(c)(6).)  I am not a lawyer, but this issue is extremely well
understood, concerning non-profit formation.

d/

ps.  What is the productive goal in pursuing this matter in such
detail?  Are there no other issues for the GA to consider?

At 09:54 AM 4/4/2001, Bruce James wrote:
>OK, I am dumb.... Why did the Markle Foundation say in its Grant:
>
>1) Membership Program Manager - 6 months including benefits    $30,000
>
>If we don't have any *Members*?? Did ICANN return the money?

- ----------
Dave Crocker   <mailto:[email-masked]>
Brandenburg InternetWorking   <http://www.brandenburg.com>
tel: +1.408.246.8253;   fax: +1.408.273.6464

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Date: Wed, 04 Apr 2001 11:23:39 -0800
From: Eric Dierker <[email-masked]>
Subject: Re: [ga] No Members?

- --------------BF34EE12EB74792CE363DDBF
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This is a major problem. I ask that responses do not attack the
messenger or the manner of the message, but rather address the concept.

We have tried to make an agreed upon definition work just for the
purpose of moving forward with discussion.  It has not worked on these
lists. It is really scary to see our "legal documents" try to change the
meaning of membership, so they can say they have membership and don't
have membership all in the same sentence. I think it was Fields who said
"who ya gonna believe? Me or your eyes".

Bruce James wrote:

> OK, I am dumb.... Why did the Markle Foundation say in its Grant:
>
  1) Membership Program Manager - 6 months              $30,000
  including benefits
>   If we don't have any *Members*?? Did ICANN return the
> money? http://www.icann.org/financials/markle-grant-letter-06mar00.htm  /Bruce   ~IANAL~
> I Am Not A Lawyer. Seek legal advice.

- --------------BF34EE12EB74792CE363DDBF
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Content-Transfer-Encoding: 7bit

<!doctype html public "-//w3c//dtd html 4.0 transitional//en">
<html>
<body bgcolor="#FFFFFF">
This is a major problem. I ask that responses do not attack the messenger
or the manner of the message, but rather address the concept.
<p>We have tried to make an agreed upon definition work just for the purpose
of moving forward with discussion.&nbsp; It has not worked on these lists.
It is really scary to see our "legal documents" try to change the meaning
of membership, so they can say they have membership and don't have membership
all in the same sentence. I think it was Fields who said "who ya gonna
believe? Me or your eyes".
<p>Bruce James wrote:
<blockquote TYPE=CITE><style></style>
<b><font face="Courier New"><font size=-1>OK,
I am dumb.... Why did the Markle Foundation say in its Grant:</font></font></b>&nbsp;&nbsp;
<table BORDER=0 CELLSPACING=2 CELLPADDING=0 WIDTH="97%" >
<caption><TBODY>
<br></TBODY></caption>

<tr>
<td VALIGN=TOP WIDTH="65%"><font face="Arial">1) Membership Program Manager
- - 6 months including benefits</font></td>

<td WIDTH="11%">&nbsp;</td>

<td VALIGN=TOP WIDTH="24%"><font face="Arial">&nbsp;$30,000</font></td>
</tr>
</table>
&nbsp;&nbsp;<b><font face="Courier New"><font size=-1>If we don't have
any *Members*?? Did ICANN return the money?</font></font></b>&nbsp;<b><font face="Courier New"><font size=-1><a href="http://www.icann.org/financials/markle-grant-letter-06mar00.htm">http://www.icann.org/financials/markle-grant-letter-06mar00.htm</a></font></font></b>&nbsp;&nbsp;<b><font face="Courier New"><font size=-1>/Bruce</font></font></b>&nbsp;&nbsp;&nbsp;<b><font face="Courier New"><font size=-1>~IANAL~
I Am Not A Lawyer. Seek legal advice.</font></font></b></blockquote>

</body>
</html>

- --------------BF34EE12EB74792CE363DDBF--

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Date: Wed, 04 Apr 2001 11:34:00 -0700
From: Dave Crocker <[email-masked]>
Subject: Re: [ga] No Members?

At 11:09 AM 4/4/2001, Bruce James wrote:
>Thank you, Dave. I have started a 501(c)(3) non-profit and now sit on three
>501(c)(3) Boards. I think I might have a little more experience in IRS
>regs., but not in Calf., law.
>
>It does not sit right that ICANN has a grant for a Membership Program
>Manager and computer software for members and has no members.

And your difficulty with loose use of the term "membership" is exactly what?

If the people giving the money were comfortable with its disposition, what 
is the basis for your taking a critical view?

What is the productive point behind your pursuing your discomfort?

>I am a member of the AtLarge group and did cast a vote at the last Board
>Election. I think about 70,000 other AtLarge members cast their votes also.

How nice.  What relevance does that have to the concern you are raising?

d/

- ----------
Dave Crocker   <mailto:[email-masked]>
Brandenburg InternetWorking   <http://www.brandenburg.com>
tel: +1.408.246.8253;   fax: +1.408.273.6464

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Date: Wed, 4 Apr 2001 14:35:14 -0400 (EDT)
From: "Michael Froomkin - U.Miami School of Law" <[email-masked]>
Subject: Re: [ga] serious participation in ICANN processes

Actually, although Bret and I usually agree, I think this elevates form
over substance.  The substance of the GA is that it is a debating forum
whose outputs do not, so far as I've been able to discern, have any
substantial influence on ICANN policy.

Are there counter-examples to this description?

On Wed, 4 Apr 2001, Bret Fausett wrote:

> Cindy Merry wrote:
> > This may be posted under the wrong thread but perhaps it's an appropriate
> > heading.  Is there a simple explanation about what the purpose of the
> > General Assembly is within the ICANN processes?
> 
> Cindy,
> 
> "Generally" speaking, a "general assembly" is a meeting place of everyone
> who is involved in a given area. There is a "General Assembly" meeting of
> the Address Supporting Organization this afternoon, for example, in
> conjunction with the ARIN meeting in San Francisco. ICANN's Address
> Supporting Organization and Protocol Supporting Organization have elected to
> have one "general assembly" meeting a year, usually to present status
> reports and elect Board members.
> 
> The Domain Names Supporting Organization, on the other hand, has chosen to
> implement the "General Assembly" concept both as an in-person meeting and as
> a virtual space in the form of this mailing list. This particular General
> Assembly is subject specific -- the domain name system ("DNS") -- and there
> are many aspects of ICANN that are outside its scope and purpose. In that
> sense, it is different from the "At Large" concept, which is intended to
> find a representative vehicle for Internet users to address the user
> perspective on *all* of the issues facing ICANN.
> 
> The DNSO's General Assembly meets in real space in conjunction with each
> quarterly ICANN meeting and continues its discussions on the DNS here.
> 
> A description of *this* general assembly is included in the ICANN bylaws:
> 
> Article VI-B, Section 4. THE GENERAL ASSEMBLY
> 
> (a) The GA shall be an open forum for participation in the work of the DNSO,
> and open to all who are willing to contribute effort to the work of the
> DNSO. The participants in the GA should be individuals who have a knowledge
> of and an interest in issues pertaining to the areas for which the DNSO has
> primary responsibility, and who are willing to contribute time, effort and
> expertise to the work of the DNSO, including work item proposal and
> development, discussion of work items, draft document preparation, and
> participation in research and drafting committees and working groups.
> 
> (b) The GA shall meet at least once a year, if possible in conjunction with
> regularly scheduled meetings of the Board. To the maximum extent
> practicable, all meetings should be available for online attendance as well
> as physical attendance.
> 
> (c) The costs of GA meetings shall be the responsibility of the DNSO, which
> may levy an equitable, cost-based fee on GA attendees to recoup those costs.
> There shall be no other fees required to participate in the GA.
> 
> (d) Participants in the GA shall nominate, pursuant to procedures adopted by
> the NC and approved by the Board, persons to serve on the Board in those
> seats reserved for the DNSO.
> 
> I hope that is helpful.
> 
>    -- Bret
> 
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Date: Wed, 04 Apr 2001 11:42:39 -0800
From: Eric Dierker <[email-masked]>
Subject: Re: [ga] No Members?

Dave Crocker wrote:

>
> ps.  What is the productive goal in pursuing this matter in such
> detail?  Are there no other issues for the GA to consider?
>

IMHO it is very important for the following reasons:

One of our board members raises it as a policy issue every chance he gets.
Several lawyers have wieghed in saying, at least, how important it is.
We are spending big money studying the At Large.
This directly ties into boardsquatter issues.
Some Congressmen are extremely interested in it.
At least one two outside groups are funding their own research into it.
It is supposedly how we elect the people who approve contracts with the USG and
Versign.

    I am sure that each of these reasons can be nitpicked to death, but the
overall premise is, I believe correct.

Sincerely,

>
> At 09:54 AM 4/4/2001, Bruce James wrote:
> >OK, I am dumb.... Why did the Markle Foundation say in its Grant:
> >
> >1) Membership Program Manager - 6 months including benefits    $30,000
> >
> >If we don't have any *Members*?? Did ICANN return the money?
>

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Date: Wed, 04 Apr 2001 11:47:12 -0800
From: Eric Dierker <[email-masked]>
Subject: Re: [ga] No Members?

Kent Crispin wrote:

> On Wed, Apr 04, 2001 at 11:54:16AM -0500, Bruce James wrote:
> >
> >    _OK, I am dumb.... Why did the Markle Foundation say in its Grant:_
> >
> >    __1) Membership Program Manager - 6 months including benefits
> >    $30,000
> >
> >    _If we don't have any *Members*?? Did ICANN return the money?_
>
> No.  The position was for 6 months, and the 6 months was up some time
> ago.  That is, the program funded by Markle was explicitly short term.
>

Mr. Crispin, this does not address the obvious issue raised.  It occurred in
a "legal document" and it sets precedent. And it helps to understand the
issue to look at specific examples of how ICANN treats and defines
membership, and whether we have a right to it as internetstakeholders.

Sincerely,

>
> --
> Kent Crispin                               "Be good, and you will be
> [email-masked]                           lonesome." -- Mark Twain
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Date: Wed, 04 Apr 2001 11:47:58 -0700
From: Bret Fausett <[email-masked]>
Subject: Re: [ga] serious participation in ICANN processes

Please explain. My point was to say:  a) this is a subject specific forum,
so it's different than the "At Large"; b) the other SOs have "GAs" too, but
they're implemented in a different fashion; and c) here's what the bylaws
say about the DNSO's GA.

Now, if the quote from the bylaws was the elevation of form over substance,
then I definitely agree. The bylaws clearly contemplate a more productive,
participatory role for the General Assembly than it's been able to muster so
far.

     -- Bret

Michael Froomkin - U.Miami School of Law wrote:
> Actually, although Bret and I usually agree, I think this elevates form
> over substance.  The substance of the GA is that it is a debating forum
> whose outputs do not, so far as I've been able to discern, have any
> substantial influence on ICANN policy.
> 
> Are there counter-examples to this description?
> 
> On Wed, 4 Apr 2001, Bret Fausett wrote:
> 
>> Cindy Merry wrote:
>>> This may be posted under the wrong thread but perhaps it's an appropriate
>>> heading.  Is there a simple explanation about what the purpose of the
>>> General Assembly is within the ICANN processes?
>> 
>> Cindy,
>> 
>> "Generally" speaking, a "general assembly" is a meeting place of everyone
>> who is involved in a given area. There is a "General Assembly" meeting of
>> the Address Supporting Organization this afternoon, for example, in
>> conjunction with the ARIN meeting in San Francisco. ICANN's Address
>> Supporting Organization and Protocol Supporting Organization have elected to
>> have one "general assembly" meeting a year, usually to present status
>> reports and elect Board members.
>> 
>> The Domain Names Supporting Organization, on the other hand, has chosen to
>> implement the "General Assembly" concept both as an in-person meeting and as
>> a virtual space in the form of this mailing list. This particular General
>> Assembly is subject specific -- the domain name system ("DNS") -- and there
>> are many aspects of ICANN that are outside its scope and purpose. In that
>> sense, it is different from the "At Large" concept, which is intended to
>> find a representative vehicle for Internet users to address the user
>> perspective on *all* of the issues facing ICANN.
>> 
>> The DNSO's General Assembly meets in real space in conjunction with each
>> quarterly ICANN meeting and continues its discussions on the DNS here.
>> 
>> A description of *this* general assembly is included in the ICANN bylaws:
>> 
>> Article VI-B, Section 4. THE GENERAL ASSEMBLY
>> 
>> (a) The GA shall be an open forum for participation in the work of the DNSO,
>> and open to all who are willing to contribute effort to the work of the
>> DNSO. The participants in the GA should be individuals who have a knowledge
>> of and an interest in issues pertaining to the areas for which the DNSO has
>> primary responsibility, and who are willing to contribute time, effort and
>> expertise to the work of the DNSO, including work item proposal and
>> development, discussion of work items, draft document preparation, and
>> participation in research and drafting committees and working groups.
>> 
>> (b) The GA shall meet at least once a year, if possible in conjunction with
>> regularly scheduled meetings of the Board. To the maximum extent
>> practicable, all meetings should be available for online attendance as well
>> as physical attendance.
>> 
>> (c) The costs of GA meetings shall be the responsibility of the DNSO, which
>> may levy an equitable, cost-based fee on GA attendees to recoup those costs.
>> There shall be no other fees required to participate in the GA.
>> 
>> (d) Participants in the GA shall nominate, pursuant to procedures adopted by
>> the NC and approved by the Board, persons to serve on the Board in those
>> seats reserved for the DNSO.
>> 
>> I hope that is helpful.
>> 
>>    -- Bret
>> 
>> --
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>> Send mail to [email-masked] to unsubscribe
>> ("unsubscribe ga-full" in the body of the message).
>> Archives at http://www.dnso.org/archives.html
>> 
>> 

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Date: Wed, 4 Apr 2001 11:52:26 -0700 
From: Roeland Meyer <[email-masked]>
Subject: RE: [ga] serious participation in ICANN processes

> From: 'Kent Crispin' [mailto:[email-masked]]
> Sent: Wednesday, April 04, 2001 7:23 AM
> 
> On Tue, Apr 03, 2001 at 04:24:01PM -0700, Roeland Meyer wrote:
> [...]
> > > So, bottom line, ICANN does not have members (as defined by the 
> > > CNPBCL), and it is under no legal obligation to have them.  There 
> > > really is no question about this.
> > 
> > Yes there is
> 
> One could say that some who really should know better have a 
> mischievous and irresponsible interest in causing people 
> to think so. 

As someone else would say, ad hominem characterizations do not lead to
serious and constructive discussion of substantive issues. Your application
of value-judgments is out of place here.

> > ... and I'd rather take the word of a member of the California
> > State BAR over yours.
> 
> Yes, that would in general be wise.  However, this is not really a 
> conflict between me and Karl; it is a conflict between Karl and the 
> lawyers who wrote the bylaws, who are also members of the BAR.  
> Moreover, they are practicing attorneys who do this kind of 
> stuff on a daily basis.

Yes, but you also gloss over their seriously biased view. It is the nature
and ethical requirement of those attorneys to do as their clients bid and
support the position that their client wants, no matter how sketchy. ICANN
didn't want to have members, for whatever reason, and the lawyers were
tasked to justify it in legal theory. This does not mean it is correct, only
that it is a defensive argument. It remains for a court of competent
jurisdiction to decide. Lawyers are legal interpreters, implementors.
mercenaries, and champions, they do not set requirements. That is the
function of their clients/employers.

> Let's put this in a different realm: you discover you have a heart
> condition, and you need an operation.  You need to select a 
> doctor to do the operation.

You know my position on "argument by analogy". Please, let's stick to the
direct facts and theories and not go down the analogy rat-hole. I discount
analogy arguments as not-presented. They are a teaching mechanism, no more,
and are inappropriate for substantive discussion. This isn't about doctors.

> > I note that you have made no IANAL disclaimers, are
> > you pretending to be a lawyer?
> 
> No.  I am not a lawyer, and this is just my opinion as an intelligent
> layperson.  It is, of course, obviously an opinion shared by the 
> members of the BAR who drafted the bylaws...

I disagree, it is an opinion that lawyers, on the ICANN payroll, put forth
to support that position. As such, it is an entirely different matter. I
thank you for the disclaimer. You probably should apply it more liberally,
IMHO. Otherwise, someone might mistake you for a lawyer, as you seem awfully
assertive regarding your legal interpretation abilities.

> > Thanks to Karl Auerbach for the following (posted with permission);
> [...]
> > > But membership may arise from either a positive explicit 
> > > declaration in
> > > the Corporation's organic documents (Articles of 
> Incorporation or the
> > > By-Laws) *OR* by the indirect consequences of procedures 
> written into
> > > those same documents.
> 
> Nope.  In my humble opinion Karl's "indirect conseqences" 
> theory is his own creation, and is not in the law.  Unless there is 
> specific, explicit provision to the contrary, CNPB corporations do 
> not have members.  The default state is to not have members; members
> must be explicitly designated.  The law goes out of its way to
> make this clear, as I show below.

This is ironic. I too have read the law. More importantly, I asked the
opinions of a number of attorneys, over three years ago. This was the basis
of my Delaware incorporation recommendation, back then, pre-ICANN, for
ICANN.[DOC also made the same recommendation, in 1998. ICANN didn't listen
to them either.] This is one of the reasons that MHSC is a DE corp.
Membership requirements, specifically, was one of the main issues I looked
into. The point is that Karl isn't the only one that has made this opinion
known to me and this certainly isn't the first time I've heard it. I am
actually glad that ICANN BoD didn't listen. CNPB charter is one of the few
handles we actually have on the ICANN. Although, I am saddened to state that
we actually might need to use that handle.

I might also note that indirect consequences are a matter of legal
interpretation. This is something that neither of us is qualified to do for
anyone else. Lawyers may put forth the theory, but only a judge is allowed
to be definitive.

> > > And one of those procedures through which a corporation 
> > > comes to have
> > > members is by having elections for directors pursuant to 
> > > provision in the
> > > Articles or Bylaws. (Section 5056 of the California 
> > > Corporations Code.)
> > > 
> > >   5056. (a) "Member" means any person who, pursuant to a specific
> > >   provision of a corporation's articles or bylaws, has the 
> > >   right to vote for the election of a director or directors... 
> > >   "Member" also means any person who is designated in the 
> > >   articles 
> > >   or bylaws as a member and, pursuant to a specific provision of 
> > >   a corporation's articles or bylaws, has the right to vote on 
> > >   changes to the articles or bylaws.
> 
> Note carefully the phrase "pursuant to a specific provision of the 
> corporations articles of bylaws".

Yes, I and many others, interpret that to allow the corporation to specify
conditions of membership. The law does not seem to presume to state
membership terms. In any case, you don't have the proper governing law
identified here (see below).

> Note also that Karl studiously ignores 5056 (d)(2):

You are not even close to the right section see;

http://caselaw.lp.findlaw.com/cacodes/corp/7120-7122.3.html

and

http://caselaw.lp.findlaw.com/cacodes/corp.html

search for "PART 3.  NONPROFIT MUTUAL BENEFIT CORPORATIONS"

> -- the corporation doesn't have members.

False.

Of course, this only serves to underscore my previous point. Neither of us
are expert in law.

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encouraged to seek legal advice. 
- -- 
ROELAND M.J. MEYER
Managing Director
Morgan Hill Software Company, Inc.
TEL: +001 925 373 3954
FAX: +001 925 373 9781
http://www.mhsc.com
mailto: [email-masked]
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Date: Wed, 4 Apr 2001 14:50:28 -0400 (EDT)
From: "Michael Froomkin - U.Miami School of Law" <[email-masked]>
Subject: Re: [ga] serious participation in ICANN processes

It depends on what "is" is.  If you are trying to answer what the rules
say the GA is, you're right.  I took the question to be asking what the GA
is in practice, in which case your answer is only as helpful as reading
the highway code to understand the behavior of Miami drivers.

On Wed, 4 Apr 2001, Bret Fausett wrote:

> Please explain. My point was to say:  a) this is a subject specific forum,
> so it's different than the "At Large"; b) the other SOs have "GAs" too, but
> they're implemented in a different fashion; and c) here's what the bylaws
> say about the DNSO's GA.
> 
> Now, if the quote from the bylaws was the elevation of form over substance,
> then I definitely agree. The bylaws clearly contemplate a more productive,
> participatory role for the General Assembly than it's been able to muster so
> far.
> 
>      -- Bret
> 
> 
> Michael Froomkin - U.Miami School of Law wrote:
> > Actually, although Bret and I usually agree, I think this elevates form
> > over substance.  The substance of the GA is that it is a debating forum
> > whose outputs do not, so far as I've been able to discern, have any
> > substantial influence on ICANN policy.
> > 
> > Are there counter-examples to this description?
> > 
> > On Wed, 4 Apr 2001, Bret Fausett wrote:
> > 
> >> Cindy Merry wrote:
> >>> This may be posted under the wrong thread but perhaps it's an appropriate
> >>> heading.  Is there a simple explanation about what the purpose of the
> >>> General Assembly is within the ICANN processes?
> >> 
> >> Cindy,
> >> 
> >> "Generally" speaking, a "general assembly" is a meeting place of everyone
> >> who is involved in a given area. There is a "General Assembly" meeting of
> >> the Address Supporting Organization this afternoon, for example, in
> >> conjunction with the ARIN meeting in San Francisco. ICANN's Address
> >> Supporting Organization and Protocol Supporting Organization have elected to
> >> have one "general assembly" meeting a year, usually to present status
> >> reports and elect Board members.
> >> 
> >> The Domain Names Supporting Organization, on the other hand, has chosen to
> >> implement the "General Assembly" concept both as an in-person meeting and as
> >> a virtual space in the form of this mailing list. This particular General
> >> Assembly is subject specific -- the domain name system ("DNS") -- and there
> >> are many aspects of ICANN that are outside its scope and purpose. In that
> >> sense, it is different from the "At Large" concept, which is intended to
> >> find a representative vehicle for Internet users to address the user
> >> perspective on *all* of the issues facing ICANN.
> >> 
> >> The DNSO's General Assembly meets in real space in conjunction with each
> >> quarterly ICANN meeting and continues its discussions on the DNS here.
> >> 
> >> A description of *this* general assembly is included in the ICANN bylaws:
> >> 
> >> Article VI-B, Section 4. THE GENERAL ASSEMBLY
> >> 
> >> (a) The GA shall be an open forum for participation in the work of the DNSO,
> >> and open to all who are willing to contribute effort to the work of the
> >> DNSO. The participants in the GA should be individuals who have a knowledge
> >> of and an interest in issues pertaining to the areas for which the DNSO has
> >> primary responsibility, and who are willing to contribute time, effort and
> >> expertise to the work of the DNSO, including work item proposal and
> >> development, discussion of work items, draft document preparation, and
> >> participation in research and drafting committees and working groups.
> >> 
> >> (b) The GA shall meet at least once a year, if possible in conjunction with
> >> regularly scheduled meetings of the Board. To the maximum extent
> >> practicable, all meetings should be available for online attendance as well
> >> as physical attendance.
> >> 
> >> (c) The costs of GA meetings shall be the responsibility of the DNSO, which
> >> may levy an equitable, cost-based fee on GA attendees to recoup those costs.
> >> There shall be no other fees required to participate in the GA.
> >> 
> >> (d) Participants in the GA shall nominate, pursuant to procedures adopted by
> >> the NC and approved by the Board, persons to serve on the Board in those
> >> seats reserved for the DNSO.
> >> 
> >> I hope that is helpful.
> >> 
> >>    -- Bret
> >> 
> >> --
> >> This message was passed to you via the [email-masked] list.
> >> Send mail to [email-masked] to unsubscribe
> >> ("unsubscribe ga-full" in the body of the message).
> >> Archives at http://www.dnso.org/archives.html
> >> 
> >> 
> 
> 

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		Please visit http://www.icannwatch.org
A. Michael Froomkin   |    Professor of Law    |   [email-masked]
U. Miami School of Law, P.O. Box 248087, Coral Gables, FL 33124 USA
+1 (305) 284-4285  |  +1 (305) 284-6506 (fax)  |  http://www.law.tm
                       -->It's warm here.<--

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Date: Wed, 04 Apr 2001 13:50:47 -0700
From: [email-masked] (Kristy McKee)
Subject: RE: [ga] Letter to board.

Roberto's post on this subject was excellent:  I don't have time to write 
one of my own today, so thanks Roberto!

:)

~k

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Date: Wed, 04 Apr 2001 13:54:24 -0700
From: [email-masked] (Kristy McKee)
Subject: Re: [ga] No Members?

Now that we've heard from the cheerleaders will someone from the team 
please answer the question... I'd like to know where the money went as well.

~k
At 01:09 PM 4/4/2001 -0500, Bruce James wrote:
>Thank you, Dave. I have started a 501(c)(3) non-profit and now sit on three
>501(c)(3) Boards. I think I might have a little more experience in IRS
>regs., but not in Calf., law.
>
>It does not sit right that ICANN has a grant for a Membership Program
>Manager and computer software for members and has no members.
>
>I am a member of the AtLarge group and did cast a vote at the last Board
>Election. I think about 70,000 other AtLarge members cast their votes also.
>
>/Bruce
>
>~IANAL~ I Am Not A Lawyer. Seek legal advice.
>
>
>
>
>
>
>----- Original Message -----
>From: "Dave Crocker" <[email-masked]>
>To: "Bruce James" <[email-masked]>
>Cc: <[email-masked]>
>Sent: Wednesday, April 04, 2001 12:53 PM
>Subject: Re: [ga] No Members?
>
>
>People use the term "member" informally all the time; it's
>convenient.  That does not mean that their use in any way relates to the
>legalities associated with formal use of the term.
>
>People often refer to IETF "members" but, in fact, there is no such
>thing.  There are participants, but nothing that constitutes membership.
>
>Instead of looking around for non-legal examples that use the term, why not
>pay attention to the very simple and direct explanations that have been
>provided.  They are not very complicated.
>
>California non-profits MAY have members, but they do not have to.  It is,
>in fact, more common that they do NOT have members because of management
>complexity when formal membership exists.  (I have run a 503(c)(3) and a
>503(c)(6).)  I am not a lawyer, but this issue is extremely well
>understood, concerning non-profit formation.
>
>d/
>
>ps.  What is the productive goal in pursuing this matter in such
>detail?  Are there no other issues for the GA to consider?
>
>
>At 09:54 AM 4/4/2001, Bruce James wrote:
> >OK, I am dumb.... Why did the Markle Foundation say in its Grant:
> >
> >1) Membership Program Manager - 6 months including benefits    $30,000
> >
> >If we don't have any *Members*?? Did ICANN return the money?
>
>----------
>Dave Crocker   <mailto:[email-masked]>
>Brandenburg InternetWorking   <http://www.brandenburg.com>
>tel: +1.408.246.8253;   fax: +1.408.273.6464
>
>
>
>--
>This message was passed to you via the [email-masked] list.
>Send mail to [email-masked] to unsubscribe
>("unsubscribe ga" in the body of the message).
>Archives at http://www.dnso.org/archives.html

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Date: Wed, 04 Apr 2001 13:43:53 -0500
From: Bruce James <[email-masked]>
Subject: Re: [ga] No Members?

Sorry, Dave you are a lost cause.

/Bruce

- ----- Original Message -----
From: "Dave Crocker" <[email-masked]>
To: "Bruce James" <[email-masked]>
Cc: <[email-masked]>
Sent: Wednesday, April 04, 2001 1:34 PM
Subject: Re: [ga] No Members?

At 11:09 AM 4/4/2001, Bruce James wrote:
>Thank you, Dave. I have started a 501(c)(3) non-profit and now sit on three
>501(c)(3) Boards. I think I might have a little more experience in IRS
>regs., but not in Calf., law.
>
>It does not sit right that ICANN has a grant for a Membership Program
>Manager and computer software for members and has no members.

And your difficulty with loose use of the term "membership" is exactly what?

If the people giving the money were comfortable with its disposition, what
is the basis for your taking a critical view?

What is the productive point behind your pursuing your discomfort?

>I am a member of the AtLarge group and did cast a vote at the last Board
>Election. I think about 70,000 other AtLarge members cast their votes also.

How nice.  What relevance does that have to the concern you are raising?

d/

- ----------
Dave Crocker   <mailto:[email-masked]>
Brandenburg InternetWorking   <http://www.brandenburg.com>
tel: +1.408.246.8253;   fax: +1.408.273.6464

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------------------------------

Date: Wed, 4 Apr 2001 12:19:28 -0700 
From: Roeland Meyer <[email-masked]>
Subject: RE: [ga] No Members?

> From: [email-masked] [mailto:[email-masked]]
> Sent: Wednesday, April 04, 2001 1:54 PM
> 
> Now that we've heard from the cheerleaders will someone from the team 
> please answer the question... I'd like to know where the 
> money went as well.

Do you really have to ask? The ICANN is a fairly deep money-pit and it's
getting deeper all the time.
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------------------------------

Date: Wed, 04 Apr 2001 12:21:11 -0700
From: Dave Crocker <[email-masked]>
Subject: Re: [ga] No Members?

I'll assume that that means you do not have substantive responses to my 
questions about relevance or importance.

It's difficult to understand how such questions make one "lost" but each to 
their own.

Thanks.

d/

At 11:43 AM 4/4/2001, Bruce James wrote:
>Sorry, Dave you are a lost cause.
>
>From: "Dave Crocker" <[email-masked]>
>
>At 11:09 AM 4/4/2001, Bruce James wrote:
> >It does not sit right that ICANN has a grant for a Membership Program
> >Manager and computer software for members and has no members.
>
>And your difficulty with loose use of the term "membership" is exactly what?
>
>If the people giving the money were comfortable with its disposition, what
>is the basis for your taking a critical view?
>
>What is the productive point behind your pursuing your discomfort?
>
>
> >I am a member of the AtLarge group and did cast a vote at the last Board
> >Election. I think about 70,000 other AtLarge members cast their votes also.
>
>How nice.  What relevance does that have to the concern you are raising?

- ----------
Dave Crocker   <mailto:[email-masked]>
Brandenburg InternetWorking   <http://www.brandenburg.com>
tel: +1.408.246.8253;   fax: +1.408.273.6464

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------------------------------

End of GA-DIGEST V1 #345
************************