RE: [ICANN-EU] RE: PLEASE TELL ME I'M WRONG. (AND WHY)

["Andrew McLaughlin" <mclaughlin@pobox.com>]

Giorgio:

Aha!  I see the source of your confusion.  Outside of Article II, the Bylaws
use the term "Member" to refer to Directors -- as in "Member of the Board."
The Board has 19 members, but none of them is required to be an At Large
member.

As a matter of legal construction, there is no ambiguity -- you can take my
statement as good authority.  Anyway, Article V, Section 1, which you quote,
describes the "Initial Board," which no longer exists.  If you read Section
5, it is obvious that being a "member of the Board" has no relationship to
the At Large membership program.

--andrew



[ -----Original Message-----
[ From: grunz@box1.tin.it [mailto:grunz@box1.tin.it]On Behalf Of Griffini
[ Giorgio
[ Sent: Friday, September 08, 2000 10:08 PM
[ To: mclaughlin@pobox.com
[ Cc: icann-europe@fitug.de
[ Subject: Re: [ICANN-EU] RE: PLEASE TELL ME I'M WRONG. (AND WHY)
[ 
[ 
[ You wrote:
[ 
[ > Giorgio:
[ > 
[ > A few points:
[ > 
[ > 1.  You're wrong about (4).  You don't have to be a member to be a
[ > candidate, or a nominees, or a director.  Anyone can be a candidate or
[ > nominee, or director.
[ > 
[ This is not so clearly stated in the bylaw.
[ Instead, the first sentence of Section 1 of ARTICLE V (STRUCTURE OF THE 
[ BOARD OF DIRECTORS) plainly tells... 
[ "...., and shall consist of nine At Large members and the President."
[ 
[ Maybe some 'key' word is missing but only the second sentence of this 
[ section was amended by Yokohama proceedings so this sentence is still in 
[ place the way it is now and seems doesn't fit with your point (1). 
[ 
[ About the PIN problems I agree with you, altough there are many people 
[ around who did not yet received it. 
[ My main concern was not about PINs but the 'need' for membership 
[ for being 
[ eligible as a director. 
[ If the bylaw is to be considered ambiguos on this very point, 
[ may we take your point (1) as the final way to interpret such ambiguity?
[ In such delicate case isn't a clarification by the board needed?
[ 
[ Best regards
[ Giorgio Griffini
[ 
[ 
[