[Date Prev][Date Next][Thread Prev][Thread Next][Date Index][Thread Index]

Re: [atlarge-discuss] Incorporating Non-Profit

James and all stakeholders or other interested parties and members,

James S. Tyre wrote:

> At 12:07 PM 10/9/2002 -0700, Jeff Williams wrote:
> >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.
> Not that I presume to speak for Norbert or Judyth (or anyone else), but the
> choice of state (or nation) in which to incorporate or organize is one of
> the more important immediate choices facing this organization.  If there is
> a case to be made for incorporating under Delaware law, I would think that
> many would like to see it made.

  Of course your right it should be made.  The same is true for incorporation
in any jurisdiction including Calif.!  >;)  BTW, I haven't seen much
of a case made for Calif. either, have you James?  I did see the references
that Eric kindly provided, but that's about it as far as any case being made.

  I believe though James, that I have at least started to make the case
for Delaware in my previous response on this thread. See below...

> > >
> > >
> > > 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...  ???
> Just for starters, read the briefs filed in Karl's case, there's some
> reference to Delaware law there.  They're all online at either EFF's site
> (our briefs) or ICANN's (theirs).

  Yes I know I read all of them some time ago...

> I do not know what Karl may have
> advocated in 1998 with respect to Delaware law, at the time I did not know
> him, let alone represent him.  As far as comments from me at the time, you
> are absolutely correct, I made none.  But it would be equally correct to
> say that I made no comments at that time on any issues pertaining to ICANN,
> it's no secret that Karl hired me for reasons other than my vast storehouse
> of ICANN knowledge (don't ask what the reasons were, as that gets into
> attorney-client privilege, which I am sure you respect).

  Understood of course.

> > >  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.  >;)
> Ask yourself a simple question, Jeff.  If I'm researching Delaware law in
> the specific context of Karl's case to see if there is analogous authority,
> do you really think that I would focus on the law as applied to for-profit
> corporations as opposed to non-profits?

  As both were in question at the time, yes I would think you would...

>  (Except to the extent that, as
> often happens, the courts draw on for-profit law to find at least some
> answers pertaining to non-profits, since it is obvious that, in whatever
> jurisdiction, there is much more law pertaining to for-profits than
> non-profits.)

  Usually true, yes.  However none of this really pertains to an argument
for or against incorporation in Deleware or Calif. does it?

> --------------------------------------------------------------------
> 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

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

To unsubscribe, e-mail: atlarge-discuss-unsubscribe@lists.fitug.de
For additional commands, e-mail: atlarge-discuss-help@lists.fitug.de