[CCWG-ACCT] Accountability questions to law firms

[Seun Ojedeji]

Hi Paul,

While you have a point about question relating to Jurisdiction, i think
there is a valid question about powers of board members that needs legal
clarification. By the way a response of "yes/no" on whether board can
over-rule removal of its member from legal will generally suffice. Not a
legal person, but ultimately i think the content of the bylaw/article of
incorporation should determine extent of board powers.

Cheers!

On Tue, Apr 7, 2015 at 4:42 PM, Paul Rosenzweig <
paul.rosenzweig at redbranchconsulting.com> wrote:

> I respectfully suggest that these same questions be asked of any other
> national jurisdiction under potential consideration as an alternate place
> of incorporation.   If we are going to honor the “least change” principle
> that was so frequently noted in Istanbul we must, at a minimum, not spin
> our wheels on jurisdiction without also analyzing the alternatives.
>
>
>
> Paul
>
>
>
> Paul Rosenzweig
>
> paul.rosenzweig at redbranchconsulting.com
> <paul.rosenzweigesq at redbranchconsulting.com>
>
> O: +1 (202) 547-0660
>
> M: +1 (202) 329-9650
>
> VOIP: +1 (202) 738-1739
>
> Skype: paul.rosenzweig1066
>
> Link to my PGP Key
> <http://www.redbranchconsulting.com/index.php?option=com_content&view=article&id=19&Itemid=9>
>
>
> <http://www.rsaconference.com/events/us15/register?utm_source=inhouse&utm_medium=email&utm_campaign=signature-us2015>
>
>
>
> *From:* Pedro Ivo Ferraz da Silva [mailto:pedro.ivo at itamaraty.gov.br]
> *Sent:* Tuesday, April 7, 2015 10:42 AM
> *To:* accountability-cross-community at icann.org
> *Subject:* [CCWG-ACCT] Accountability questions to law firms
>
>
>
> Dear CCWG-colleagues,
>
>
>
> Please find below a group of questions to be posed to the law firms
> assisting the CCWG-Accountability.
>
>
>
> ·        Are there any restrictions in California law  or in applicable
> federal US-law with respect to government officials (US or foreign)
> becoming statutory members (or designators) of a non-profit organization?
> Would all liabilities applied to US or foreign citizens in a membership (or
> designator) structure  equally apply to a government official which has
> legal immunity and privileges in the United States?
>
>
>
> ·        What are the specific legal requirements for a third-party which
> may have approval or veto rights over board decisions and what are its
> liabilities?
>
>
>
> ·        A community veto  (be it exercised in a membership or a
> designator structure) over a bylaw change could be potentially reverted
> through a court decision in California? Same question applies to a decision
> made by an Independent Appeals Panel mechanism.
>
>
>
> ·        The fact that the "board bears ultimate responsibility for
> corporate decisions and must provide oversight of the exercise of those
> powers it has delegated" (Sidley Austin LLP, Initial Discussion Draft 1, p.
> 3) implies that the board may eventually revert a community veto (member or
> designator structure) over its own decision or over the budget it has
> originally approved?
>
>
>
> ·        Is the Californian Attorney General able to intervene in ICANN's
> operations upon the complaint of a government (US or other)? How does this
> situation relate to norms of international private law internalized by the
> United States?
>
>
>
> Thanks in advance,
>
>
>
> Secretário Pedro Ivo Ferraz da Silva
>
> Divisão da Sociedade da Informação (DI)
>
> Ministério das Relações Exteriores - Brasil
>
> T: + 55 61 2030-6609
>
>
>
> Secretary Pedro Ivo Ferraz da Silva
>
> Division of Information Society (DI)
>
> Ministry of External Relations - Brazil
>
> T: + 55 61 2030-6609
>
>
>
>
>
> _______________________________________________
> Accountability-Cross-Community mailing list
> Accountability-Cross-Community at icann.org
> https://mm.icann.org/mailman/listinfo/accountability-cross-community
>
>


-- 
------------------------------------------------------------------------





*Seun Ojedeji,Federal University Oye-Ekitiweb:      http://www.fuoye.edu.ng
<http://www.fuoye.edu.ng> Mobile: +2348035233535**alt email:
<http://goog_1872880453>seun.ojedeji at fuoye.edu.ng
<seun.ojedeji at fuoye.edu.ng>*

The key to understanding is humility - my view !
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