[apnic-talk] Fwd: BOUNCE apnic-talk@apnic.net: Non-member submission
Hi,
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Thanks,
-drc
>Date: Wed, 13 May 1998 14:45:32 +0900 (JST)
>From: owner-apnic-talk at apnic dot net
>To: owner-apnic-talk at apnic dot net
>Subject: BOUNCE apnic-talk at apnic dot net: Non-member submission from
[Yoshihiro Obata <yo-obata at kdd dot co dot jp>]
>
>>From mlm Wed May 13 14:45:24 1998
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>Date: Wed, 13 May 1998 14:45:28 +0900
>To: APNIC-TALK@APNIC.NET
>From: Yoshihiro Obata <yo-obata at kdd dot co dot jp>
>Subject: comments on legal documents
>Cc: ip-wg at nic dot ad dot jp, intl-wg at nic dot ad dot jp, kdd-hk at ats.sjk.kdd dot co dot jp,
> ec-satou at kdd dot co dot jp, mo-abe at kdd dot co dot jp
>Mime-Version: 1.0
>Content-Type: text/plain; charset="ISO-2022-JP"
>
>davidc>
>davidc>The drafts for the legal documents that define APNIC Pty Ltd, the
>davidc>Australian company, are available for comment. Please review the
>documents
>davidc>and make whatever comments you feel appropriate by May 22, 1998
>either to
>davidc>the APNIC-TALK list or if you would prefer making comments in
>private, to
>davidc>hostmaster at apnic dot net.
>
>drc>
>drc> Apologies, it has been pointed out I did not indicate where the
documents
>drc> were available. Currently, you can access the files at:
>drc>
>drc>
>drc> http://www.apnic.net/legal/legal.html
>drc>
>drc> (this is also available off the APNIC home page in the "News"
>section). If
>drc> you do not have web access and wish to review the documents, please send
>drc> mail to hostmaster at apnic dot net and we will provide you with the
>documents in
>drc> most any format.
>drc>
>
>
>
>Dear Randy,
>
>I have a few questions and comments. These comments are entirely personal
>and have no relationship with my employment, position in JPNIC IP Working
>Group or the work as acting delegate of KDD Hong Kong as an APNIC member.
>
>You may recieve other questions and comments from JPNIC or KDD Hong Kong
>reflecting their positions.
>
>I hope the following is helpful. I tried my best as an engineer but
>unfortunately I do not have any ability of a lawyer.
>
>Sincerely,
>
>Yoshihiro Obata
>
>
>
>---------------------
>Questions and Comments
>
>**Articles**
>a) It is usual among Japanese organizations that a privately owned company
>does not issue shares due to difficulty of storing such papers. In my
>experience, it is usual that both a company and all of its shareholders
>agree in writing that they do not issue shares in paper. I think it will
>be beneficial for both the share holders and APNIC if we can adopt such
>procedures.
>
>b) How is a case defined where a member organization such as a public
>company (such as KDD) changes its registration due to merge or any such
>transaction? Will it be considered as transfer of shares or just change in
>the database?
>
>c) It seems better that an international arbitration organization is
>assigned as a default in case where the disputants cannot agree on anything
>else.
>
>d) What is your idea of the initial people defined in this article, such
>as, COB, Directors, President, members, officers and subscribers. May I
>assume that they will be Chairmen of Executive Council, EC, Director
>General, APNIC current members and current employees of APNIC,
>respectively? I do not have a good idea of who the subscribers will be but
>it seems to me that it may constitute of Directors, Director General and
>possibly members of APNIC.
>
>e) I could not find "section 125 of the Corporations Law." I thought I
>could find it in the By-Laws.
>
>**Membership Agreement**
>a) How is a confederation member defined? Do you plan to define it later
>and amend the agreement?
>
>b) It may not be a good idea to refer to RFCs in the main part of the
>Agreement since it is more difficult to be changed. Although adoption of
>such RFCs are not limited to the list in the Agreement, it will give enough
>implication that may cause misinterpretation in the future when new RFCs
>are issued.
>
>c) I am not sure whether reference to an FTP address in contracts have any
>legal status.
>
>d) Same comment for arbitration as above.
>
>e) Will there be any discount of annual membership fee for those
>organizations joining later than 1 January of each year? I expect that it
>is charged per month since the membership agreement commences on each first
>day of a month.
>
>f) It may be appropriate that the Schedule defines the number of shares
>each membership shall acquire.
>
>g) I expected that the subscribers of this agreement are the members (share
>holders) of APNIC but I may be wrong.
>
>h) It may be better that attendance to member meetings is defined to be an
>obligation of a member.
>
>**Memorandam**
>a) Same comment as f) and g) of the Membership Agreement.
>
>**Declaration of Trust**
>a)Why are the other documents based on an organization structure
>consituting of members, who hold the power, with Directors providing
>operation while this document defines that members of the Executive Council
>(the Beneficiaries) assignes a Trustee, who does not necessary belong to
>the APNIC organization, for holding the only share which is defined to be
>held by Members of APNIC in other documents?
>
>**By Laws**
>a) There are sevaral misalignments between this document and the Articles
>for definition of member meetings and its quorum, resolutions and etc.
>
>b) Ten days notice is too short for member meetings. I prefer a change to
>1 month notice.
>
>c) The section defining election of the first executive council members can
>be deleted now.
>
>d) The comments for articles, membership agreements, memorandum and
>declaration of trust are the same for this document whenever applicable.
>
>
>
>
>
>
>Yoshihiro OBATA (yo-obata at kdd dot co dot jp)
>Manager, Internet Business, Global Multimedia Business Dept.
>Kokusai Denshin Denwa (KDD) Co., Ltd., Japan
>Phone +81-3-3347-6081, Fax +81-3-3347-5690
>
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