The seem promising Robin and just to avoid abuse of part 2, part 1 has to be a requirement/prerequisite to executing part 2 which will also in that sense ensure removal of board is done in bulk(!removal of individual member). For me that could be as good as moving to a new operator. I guess the more difficult one will be how to practically feature part 2 of the solution; not that such feature will ever be exercised but I guess it's mechanism still needs to be determined. Few questions come to mind: - Won't powers of board also be exercised in 2 in a manner done in part 1 - How does part 2 get exercised in a non-member organisation like ICANN - How will noncom appointed board members vis SO/AC members apply in this solution. Thanks sent from Google nexus 4 kindly excuse brevity and typos. On 20 Jan 2015 17:52, "Robin Gross" <robin@ipjustice.org> wrote:

*CALIFORNIA CORPORATIONS CODE **SECTION*

*Nonprofit Public Benefit Corp:*

5210. Each corporation shall have a board of directors. Subject to the provisions of this part and any limitations in the articles or bylaws relating to action required to be approved by the members (Section 5034), or by a majority of all members (Section 5033), the activities and affairs of a corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the board. The board may delegate the management of the activities of the corporation to any person or persons, management company, or committee however composed, provided that the activities and affairs of the corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the board.

*2 part solution proposal:*

1. So the board may be able to delegate some of these management activities to "the community" - and reserves its *ultimate direction* to be able to over-turn such a decision by full negative consensus. {i.e. every board member is against it). The board would have to put this restriction on itself in bylaws: the requirement for all board members to vote against a community decision in order to over turn it.

2. If we then added the ability to remove board members, this mechanism might be able to provide the kind of oversight and control the community is looking for without creating super-boards, membership orgs, and still complies with California Corporation law about board retaining ultimate control.

Thanks, Robin

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