Problems

["David Schutt" <david@speco.com>]

Well, I found one reason that wasn't stated why there was resistance to
incorporating in Delaware. In the current IANA by-laws (ver 5), the Board of
Directors is self extending. In other words, the board appoints a President,
(equivalent to a Chief Executive Officer), and then this President is
elected to the Board by the Board. I have heard an informed opinion that
this would be illegal in Delaware. I personally think this is a lousy idea.

IANA
=====

Section 9. ELECTION AND TERM

(a) Directors (other than the Initial Directors) shall be elected at each
annual meeting of the Board to hold office until the end of their terms
pursuant to the procedures described in this Section. If an annual meeting
is not held or the Directors are not elected at the annual meeting, they may
be elected at any special meeting of the Board held for that purpose. Each
Director, including a member of the Initial Board and a Director elected to
fill a vacancy or elected at a special meeting, shall hold office until
expiration of the term for which elected and until a successor has been
elected and qualified. Notwithstanding the foregoing, each time a person is
appointed as President of the Corporation, the Board shall, at the time of
such appointment, elect such person to the Board to serve for as long as,
but only as long as, such person holds the office of President.

BWG
=====

2.4.2.2    Eliminate the President from the Board.

Comment: An officer should serve at the will of Board, not as a part of
Board.
Conforming changes should be made throughout the by-laws.


David Schutt
Speco, Inc.

The Boston Working Group documents are at

http://www.cavebear.com/bwg and

http://www.mama-tech.com/boston/