Re: [Fwd: Re: guidance on avoiding too many people from one compa ny/group] (fwd) (fwd)

[Theodore Ts'o <tytso@mit.edu>]

On Thu, Nov 14, 2002 at 11:18:19AM +0100, Harald Tveit Alvestrand wrote:
> The lawyer not only thinks it's unproblematic to limit nomcom membership, 
> he thinks it's a good idea.
> 
>                 Harald


This may be overkill, but the following text comes from the bylaws of
the Free Standards Group, and covers the case that someone brought up
about treatment of wholely-owned subsidaries (such as Iris being owned
by IBM after the Lotus Development Corporation acquisition).

Personally, I consider this to be far more complex than is or should
be necessary, but the Free Standard Group burned lawyer time to get
this legalese just right, so if people really want us to be anal about
treatment of subsidaries, I offer this text.

But yes, limiting membership of boards, nomcom's, etc., by corporate
ownership can certainly be done, and has been done by other
organizations in the past.

						- Ted


(i) Definition of Control Group. A "Control Group" shall be defined as
all corporations or other entities which are Controlled by any entity
(whether or not such entity is a member of the Corporation), which
Control any entity (whether or not such entity is a member of the
Corporation), or which are under common control with any entity
(whether or not such entity is a member of the Corporation). "Control"
shall mean the ownership of more than 50% of the total securities
representing the voting power of another entity; or in the absence of
voting securities, 50% or more of the voting rights of the entity.

(ii) Prohibitions on Multiple Directors of the Same Membership Class.
No more than two (2) individuals employed by, or performing monetarily
compensated services for, a Control Group shall be permitted to serve
as Directors of the Corporation at the same time.