[apnic-talk] Re: comments on legal documents
This is N. Maruyama, a vice president of JPNIC.
>From: <yo-obata at kdd dot co dot jp>
>Date: Wed, 13 May 1998 19:01:24 +0900
>There seems to be different use of the term "member" in each document.
This is, I feel, a crucial point in these documents. A legal advisor
of JPNIC is now studying these documents. His study is not yet
finished, but he gave me a rough description of the proposed APNIC
structure:
"Members of APNIC Pty Ltd" are same as shareholders of APNIC Pty Ltd.
They elect/remove "Directors of APNIC Pty Ltd".
"Meeting of Directors of APNIC Pty Ltd" is empowered to create/remove
"APNIC" as a special committee of "APNIC Pty Ltd".
"APNIC" has AGM(Annual General Meeting)" as its organ which consists
of "APNIC Members". AGM elects Executive Council members.
And EC members elect DG(Director General).
David wrote that APNIC Pty Ltd will issue only one share. So, the
above description automatically implies that the structure of new
APNIC is
AUTOCRACY,
not democracy by APNIC members.
Here, I would like to ask all the APNIC-talk subscribers:
Do we want AUTOCRACY for APNIC?
Of course, I don't want it. I prefer democracy for APNIC.
This autocratic structure is my main concern, but another concern
for me is whether or not "APNIC Pty Ltd" is non-profit organization
under Australian law. The document states that it is non-profit, but
this may never be the answer. Whether or not an organization be
considered by the government and lawyers to be non-profit depends, I
believe, on the law on which the organization is grounded. What is the
name of a law "Pty. Ltd." grounded on?
In Japan, probono (legal term for "non-profit") organizations, like
JPNIC, are grounded on the Civil code, whereas most commercial
companies are grounded on the commercial law, and I believe there is
similar legal structure in Australia.
I know the current documents are rather direct imitation of the legal
documents for the company in the Seychelles, but why do we need to
imitate them? I understand that we built the company for the sake of
some convenience, and we admitted it was commercial under the
Seychelles law, but the situation in Australia must be different.
----
N. Maruyama (Vice President of JPNIC)
maruyama at nic dot ad dot jp
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