Morgan & Posilippo Attorneys at Law
444 Castro Street Suite 900 Mountain View CA 94041 Tel (650) 969-4000 Fax (650) 969-6953
Richard Posilippo
Michael R. Morgan
November 5, 1999
Dear Mr. Leschyn:
It is my understanding that the Board of Directors of Little Blue Society has formally requested that you transfer the domain registration for Little Blue to the corporation. I have been informed that you have not complied with this demand. I also understand that the Board of Directors has voted to remove you from membership.
When I spoke to you a week or so back, you seemed to feel that the existance of a fidiciary responsibility and/or liability was not very important. California corporate law, the sase law and the courts take a decidedly different view.
Once you accepted a position as a Director of Little Blue, you assumed the fiduciary duties of care and loyalty to the corporation. "Loyalty" means placing the interests of the corporation ahead of any other business or personal interest of your own. This duty is generally encountered in connection with things directors must not do - i.e., they must not compete with the corporation, take personal advantage of "corporate opportunities", act with any conflict of interest, etc. In your situation, I believe the new term is cybersquatting.
I am requesting, one more time on behalf of Little Blue, that you take whatever actions as are necessary to cause the Little Blue domain name to be registered either in the name of the corporation or to one of the remaining individual Officers or Directors. If I have received no positive response by November 15, 1999, I will presume that you are actively resisting releasing internet control of the name.
Sincerely,
Michael R. Morgan
c: Board of Directors, Little Blue Society