Hi, In relation to this. I thought the issue here was that in writing the BylAws or whatever, you could not list the description of a person's role, i.e. GNSO Chair, you had to actually list a person. Does this mean we would have to rewrite the official document (be it bylaws or whatever) every time the chair changed? avri On 20-May-15 00:45, Malcolm Hutty wrot
This whole thread seems to have massively overcomplicated the question.
Unless I have missed something, the only reason we need "members" is to stand as plaintiff-of-record in a lawsuit against the ICANN Board complaining that the Board has failed to adhere to the corporations bylaws. Such a lawsuit would in reality be conducted by an SO or AC, but a person with legal personality needs to act as plaintiff-of-record.
Why not simply proceed, as Samantha suggested, with the SOACs' Chairs as the members of the corporation? Could the Articles (or Bylaws, as appropriate) not simply identify the SOACs' Chairs as the members, ex officio and pro tempore?
An SOAC Chair that refused to act as plaintiff-of-record when required to do so by his SOAC could simply be replaced. Likewise a Chair that went rogue and initiated a lawsuit without their consent.
You can't make the SOAC a member without turning them into UAs, with all the attendent complexity. But I don't see that there should be any such problem with designating the chair of a SOAC, who will be a natural person, as a member of the corporation; the fact that the SOAC is not a UA is then irrelevant.
In the event that there were any dispute as to whether a particular person is in truth an SOAC Chair, this would surely be a simple preliminary matter of fact for the court. It is surely beyond dispute that if the Articles designated "Alan Greenberg" as the member, it would be a matter of fact as to whether or not the person before the court was indeed Alan Greenberg; surely it is the same as to whether the person before the court is "the current Chair of ALAC", if that should be what is specified in the Articles?
Malcolm.
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