I am a firm believer in making as few changes as necessary. Although membership may well be the best way to go, getting the same effect from a less onerous change may be preferable. Alan At 27/01/2015 02:33 PM, Greg Shatan wrote:

Jonathan,

I agree that delegates would not (or need not) be functionally different from members. It would be structurally different, however, which may resolve certain concerns that have arisen regarding "joining" ICANN, turning ICANN into a membership organization, etc.

Greg

On Tue, Jan 27, 2015 at 1:10 PM, Jonathan Zuck <<mailto:JZuck@actonline.org>JZuck@actonline.org> wrote:

Definitely something to look into. I’m not sure that delegates would functionally be too much different from members, though, and would require the same tough questions be answered as to powers. Meanwhile, I had my in-house counsel look into the questions that have been raised about membership and the preliminary results are encouraging. Started a new thread with it.

Jonathan

From: <mailto:accountability-cross-community-bounces@icann.org>accountability-cross-community-bounces@icann.org [mailto:accountability-cross-community-bounces@icann.org] On Behalf Of Carlos Raul Gutierrez Sent: Tuesday, January 27, 2015 12:41 PM To: Greg Shatan Cc: <mailto:accountability-cross-community@icann.org>accountability-cross-community@icann.org Subject: Re: [CCWG-ACCT] "Delegates": A Possible Alternative to Members

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 <tel:%2B506%208837%207176>+506 8837 7176 (New Phone number!!!!) ________ Apartado 1571-1000 COSTA RICA

2015-01-27 10:03 GMT-06:00 Greg Shatan <<mailto:gregshatanipc@gmail.com>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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