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Re: [atlarge-discuss] Incorporating Non-Profit
James and all stakeholders or other interested parties and members,
James S. Tyre wrote:
> At 11:09 AM 10/9/2002 -0700, Jeff Williams wrote:
>
> > Yes, and thanks again for these references. I hope the Chris (NameCritic)
> >has read them for Calif. closely. However Eric, as you know Calif.
> >business code is a bit out of the norm, as is Texas. Nevada for instance
> >is a bit more amenable. I prefer Delaware's business code for a number
> >of well known and good business reasons.
>
> Please be so kind as to share the details of your knowledge and wisdom
> about the relevant Delaware law, particularly as applied to a bottom up,
> open and transparent organization such as (presumptively) you would like
> this one to be.
This would take up some serious bad width to do James. That is not
to say I am opposed to doing so, but as you may have noticed recently
from Norbert and Judyth, such heavy use of bandwidth is a bit
unpleasant for some of our members. Hence if you like, I will take
such discussions off-line so as the voluminous nature or your request
will not impact the members negatively.
>
>
> I do not consider myself to be an expert in all facets of Delaware
> corporate law, but due to the paucity of authority in California pertinent
> to Karl's case against ICANN, I researched the relevant law of a number of
> other states, specifically including Delaware, to see if analogous
> authority could be found there. In the course of doing so, I found that
> Delaware (if, hypothetically, ICANN was incorporated there and otherwise
> governed by Delaware law) imposed more roadblocks in the way of not only a
> minority Director like Karl but also members (if ICANN had any).
Really!!?? Well perhaps you could share some links as to support this
comment or contention James? I would be greatly interested in seeing them
that support this contention. As I recall in '98, Karl was very supportive
of ICANN incorporating in Delaware as were a number of other then
participating stakeholders/users. However at that time I didn't see
you commenting on Delaware legal precepts in this regard... ???
> This was
> not particularly surprising, as Delaware corporate law does have a bias in
> favor of entrenched management, which is why, of course, many extremely
> large corporations have chosen to incorporate in Delaware, even though
> their actual headquarters are elsewhere.
No Delaware has no such bias for entrenched management in non-profit
or legal TIFT's. It all depends on how, what specifically you bylaws
and charter contain. Yes, Delaware does have additional protections
in specific statutes favoring Management. However as this is mainly
for FOR-PROFIT corps. it does not necessarily apply for this organization,
and therefore is only argumentative in nature as you state it here. But I
can understand as a lawyer, you propensity is to present you position in
the light that you wish to have it seen, instead of how it may really be. >;)
But of course having been in a number of courtrooms in my life span,
I can easily recognize these sort of tactics, all be them fair, and
worthwhile, yet sometimes to a layman, confusing.
>
>
> --------------------------------------------------------------------
> James S. Tyre mailto:jstyre@jstyre.com
> Law Offices of James S. Tyre 310-839-4114/310-839-4602(fax)
> 10736 Jefferson Blvd., #512 Culver City, CA 90230-4969
> Co-founder, The Censorware Project http://censorware.net
Regards,
--
Jeffrey A. Williams
Spokesman for INEGroup - (Over 127k members/stakeholders strong!)
CEO/DIR. Internet Network Eng/SR. Java/CORBA Development Eng.
Information Network Eng. Group. INEG. INC.
E-Mail jwkckid1@ix.netcom.com
Contact Number: 214-244-4827 or 972-244-3801
Address: 5 East Kirkwood Blvd. Grapevine Texas 75208
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