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Re: [atlarge-discuss] Incorporating Non-Profit

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.

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). 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.

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Co-founder, The Censorware Project http://censorware.net


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