I think this is an interesting avenue, as some Board members, the ones who have NOT been nominated by the NomCom, have been "delegated" by its respective constituencies. Furthermore as Roelof Meijer suggested earlier on, the Board should be separated between the NomCom delegates as ExecBoard, while the "Delegates" could constitute a Supervisory Board in the European style. Under this layered structure, we could develop the so much needed *Internal* system of Review and Redress of the (exec)Board decisions, well under control of the constituencies....... Carlos Raúl Gutiérrez ISOC Costa Rica Chapter skype carlos.raulg +506 8837 7176 (New Phone number!!!!) ________ Apartado 1571-1000 COSTA RICA 2015-01-27 10:03 GMT-06:00 Greg Shatan <gregshatanipc@gmail.com>:
California non-profit law states that a non-profit corporation may have delegates, who would have some or all of the powers of members. It is my understanding that these delegates would not be "statutory" members of the organization (and that the organization would not be a "membership" non-profit).
It is possible that using delegates could solve some of the issues raised about members and the concept of "membership." I have not read beyond the statute itself, so consider this only a rough starting point (and certainly not "legal advice").
Here is the statutory language, from Cal. Corp. Code §5152:
5152. A corporation may provide in its bylaws for delegates having some or all of the authority of members. Where delegates are provided for, the bylaws shall set forth delegates' terms of office, any reasonable method for delegates' selection and removal, and any reasonable method for calling, noticing and holding meetings of delegates and may set forth the manner in which delegates may act by written ballot similar to Section 5513 for written ballot of members. Delegates may only act personally at a meeting or by written ballot and may not act by proxy. Delegates may be given a name other than "delegates."
Greg Shatan
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