If I have read certain posts in other forums correctly,
the change to Article II intends to effectively eliminate "members" as defined by
California law. If they should attempt to do so, the repercussions could be
severe. Members have certain rights which ICANN is effectively attempting to
remove, such as gaining access to memberhip lists. (I have paraphrased information
I have read)
1. A meeting of members must be held in each year in which directors
to be elected. (5510). Members may apply to the Attorney General to order
meeting if not timely held. (5510)
2. Special meetings of members may be
called by 5% of the members. (5510)
3. Members are entitled to written notice of
member meetings. (5511)
4. Members may act by written ballot except to cumulatively
5. Proxies are allowed unless withdrawn by bylaws
or articles. Proxies may
be limited by articles or bylaws. Proxies are revocable.
6. Members may bring derivative actions, subject to the usual conditions.
No bond shall be required if enough members bring the action.
amendments to articles must be approved by Board and members (and
any other persons
specified in articles). (e.g. SOs). (5812)
8. Board must send annual report
(as defined in 6321) to members within
120 days after the end of the fiscal year.
9. Membership lists and accounting books and records and minutes must be
available to members for proper purposes. (6330, 6333 and 6338)
may amend the bylaws; however, the bylaws may provide that the
amendment may occur
only with the approval of a specified person other
than the Board. (e.g. SOs).
(5150) Note, however, that the Board may amend
the bylaws without the approval
of members unless the action would
materially and adversely affect the right of
members as to voting or
11. Directors elected by members may be removed
by members. (5222)
12. The bylaws must specify a quorum requirement. (5512)
Members can bring legal actions to determine the validity of
stripping "members" of their rights under the law, which they should not be able
to do if "members" elect directors, the directors effectively take over the corporation
and run it at their own discretion.
Someone correct me if I am wrong, but
this is serious.