Hello Milton,

On Thu, Dec 18, 2014 at 8:55 PM, Milton L Mueller <mueller@syr.edu> wrote:

Now, turning to Seun’s/Maarten’s question:

 

Can an expert on Californian corporate law let us know if a bylaw can be used as the ultimate source by which an organisation like ICANN operate? and also whether a section of bylaw can be protected conditionally using another section of same bylaw 

The intent of these questions is good, but the first question is not going to work as phrased. Of course corporate bylaws govern the way corporations like ICANN operate.


I think this is the response i need for the first question. My intent is to be sure that the California law recognises that an organisation's bylaw is binding for the organisation to obey.

 

But “ultimate source” is too vague a term; one could claim the bylaws are superseded by the Articles of Incorporation or by California State law or by the US Constitution.

 

I think what we want to ask is this:

 

Is it legally possible for a bylaw to empower a committee of a California NPPB Corporation that is NOT the board, or a subset of the board, to require the board to divest itself of a significant part of the corporation, even against the will of the board?


I don't know what you want to achieve with the question above but its not a type of question i intend to ask.

 


After that is made clear, you have to also ask:

 

Can the bylaws themselves can limit the ability of the board to modify the bylaws?


Again this is not my intended question, my question is as below:

"Can the bylaw be used to specify a process that needs to be followed whenever there is need to edit a specific section of the bylaw"

Thanks

Regards


cuse University School of Information Studies


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Seun Ojedeji,
Federal University Oye-Ekiti
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The key to understanding is humility - my view !