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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 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
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:firstname.lastname@example.org
> 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
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CEO/DIR. Internet Network Eng/SR. Java/CORBA Development Eng.
Information Network Eng. Group. INEG. INC.
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