Articles (was: IAB Last Call on new IANA Statement)

["William Allen Simpson" <wsimpson@greendragon.com>]

As I requested in the open plenary, I reiterate that I would like a
minor change to article 3 of the Articles of Incorporation.

Please divide the overlong paragraph into separate sections, numbered
(a), (b), etc., as they are in article 4, and fix the typos.  Drop "In
furtherance of the foregoing purposes" and other rambling.  Start a new
paragraph break with the enumerated purposes beginning with (a).

  ... further Federal tax code.

  The Corporation shall pursue the charitable and public purposes of
  lessening the burdens of government in providing for operation of the
  Internet, maintaining the operational stability of the Internet
  infrastructure by

  (a) coordinating ....

Please modify and combine clauses (v) and (vi) to read (plain text):

  (e) to do any and all acts or things incidental, necessary or
    convenient to the accomplishment of these objects and purposes.

Alternatively (legalese from another example):

  (e) to do all and everything necessary, suitable and proper for the
    accomplishment of any of the purposes, for the attainment of any of
    the objects, or for the futherance of any of the powers herein
    before set forth, either alone or in association with other
    corporations, firms or individuals, and to do every other act or
    acts, thing or things, incidental or appertaining to or growing out
    of or connected with the aforesaid purposes or powers, or any part
    or parts thereof, provided the same be not inconsistent with the
    laws under which this corporation is organized.

The ByLaws (Article I) should match.

RATIONALE:

  When comparing our proposed articles with the White Paper and the NSI
  Articles, I could not help but notice how the NSI proposal is
  overly broad and insufficiently specified.  In particular, that
  proposed corporation is organized for "global cooperation and
  harmonization purposes among industry, consumers, educational
  institutions and governmental bodies", whatever that means.  It
  appears to be creating a replacement for the United Nations.

  The IANA draft exactly matches the WP requirements, although with the
  priorities re-ordered, and slightly broader language.  But it goes on
  to include "... any other lawful act or activity for which a
  corporation may be organized...."

  I'm pretty sure that we have no need to allow the IANA to be a food
  cooperative, a municipal power company, a public hospital, etc....
  Let's be really careful to allow only activities that are restricted
  to the very few powers that we need for IANA.

  Postel told us that the lawyers keep adding the broad (vi) clause.
  It's time to make the lawyers work for us.  Carefully restrict it!

                                ====

In article 5, I think there is an erroneous "6" -- just say "this
Article shall not".

                                ====

Another issue is missing boilerplate referencing the bylaws, the
directors, meetings, property, and other things usually found in
incorporation.  Here is some example boilerplate:

 7. The Corporation may lease, own, or hold any real or personal
   property, or other property necessary for or incidental to the
   objects and purposes as herein before specified.

 8. This Corporation shall use its funds only to accomplish the objects
   and purposes as herein before specified, and this Corporation shall
   not have or issue shares of stock or pay dividends.

 9. The Board of Directors of this Corporation shall be elected in the
   number provided for in the Bylaws.  Directors shall be nominated on
   the basis and in the manner provided in the Bylaws.  The Bylaws shall
   prescribe the qualifications for Directors, the grounds for removal
   of Directors, and the manner of filling vacancies.

10. The meetings of the Corporation may be held at such time and in such
   places as the Board of Directors shall deem expedient, subject to
   times and notification conditions specified in the Bylaws.

11. The Corporation is located in the County of Los Angelos, and State
   of California.

12. The Corporation may have one or more offices outside the State of
   California.

RATIONALE

  When comparing our proposed articles with the Harvard analysis, it may
  be noted that a fair number of predefined sections were missing.
  There is no terrible problem with leaving many of them out, but these
  are found in typical examples, and we should probably include them
  where practical.

WSimpson@UMich.edu
    Key fingerprint =  17 40 5E 67 15 6F 31 26  DD 0D B9 9B 6A 15 2C 32