[CCWG-ACCT] Revised Fundamental Bylaws section for 2nd draft proposal

[Rosemary E. Fei]

Thanks, Steve.  Sorry for taking so long to reply.  So many emails!

It’s true that the Member would need to approve any change to ICANN’s present status as a California nonprofit public benefit corporation, since that would require amending its Articles, but it might be clearer and simpler, as well as broader and more complete, to say “any change to ICANN’s Articles of Incorporation.”

Rosemary

From: Steve DelBianco [mailto:sdelbianco at netchoice.org]
Sent: Thursday, July 30, 2015 4:35 AM
To: Rosemary E. Fei
Cc: accountability-cross-community at icann.org
Subject: Re: [CCWG-ACCT] Revised Fundamental Bylaws section for 2nd draft proposal

Thanks Rosemary.  I botched the text in the email when I pasted from a Track Changes doc.   Sorry.    The attached documents actually showed it this way:

Any change to ICANN’s Articles of Incorporation would require approval by both Board and Members:

“9. These Articles may be amended by the affirmative vote of at least two- thirds of the directors of the Corporation. When the Corporation has members, any such amendment must be ratified by a two-thirds (2/3) majority of the members voting on any proposed amendment.”

Under the proposal for the Community Mechanism as Sole Member, the Member would need to approve any change to ICANN’s present status as a California nonprofit public benefit corporation.

Those docs is on the wiki now, here<https://community.icann.org/download/attachments/53783460/3B-Fundamental-Bylaws-FinalDraft%20%5B28-Jul%5D.pdf?version=1&modificationDate=1438205532000&api=v2>.

From: "Rosemary E. Fei"
Date: Wednesday, July 29, 2015 at 5:23 PM
To: Steve DelBianco, "accountability-cross-community at icann.org<mailto:accountability-cross-community at icann.org>"
Subject: RE: [CCWG-ACCT] Revised Fundamental Bylaws section for 2nd draft proposal

Steve, I think some glitches got into the text in a couple of places.

Setting those aside, here’s what I intended to say:  once the Sole Member structure has been adopted by the Board into the Bylaws and ICANN therefore has member, it would “require 2/3 vote of the Board and the vote of the Sole Member to approve any amendment to ICANN’s Articles of Incorporation.”

Hope that’s helpful.

Rosemary

From: accountability-cross-community-bounces at icann.org<mailto:accountability-cross-community-bounces at icann.org> [mailto:accountability-cross-community-bounces at icann.org] On Behalf Of Steve DelBianco
Sent: Wednesday, July 29, 2015 1:47 PM
To: accountability-cross-community at icann.org<mailto:accountability-cross-community at icann.org>
Subject: [CCWG-ACCT] Revised Fundamental Bylaws section for 2nd draft proposal

We displayed and discussed this document on CCWG call Tue 29-July. Circulating this just so we have it for Thursday’s doc review.

The only new text arose from remarks by Holly and Rosemary earlier this week, regarding the Single Member voting:
Any change to ICANN’s A change to the Articles of Incorporation would require approval by both Board and Members:
“9. These Articles may be amended by the affirmative vote of at least two-thirds of the directors of the Corporation. When the Corporation has members, any such amendment must be ratified by a two-thirds (2/3) majority of the members voting on any proposed amendment.”

Under the proposal for the would require 2/3 vote of the Board and 2/3 vote of the Community Mechanism as Sole Member, the Member would need to approve any change to ICANN’s present status as a California nonprofit public benefit corporation.
—Steve

—
Steve DelBianco
Executive Director
NetChoice
http://www.NetChoice.org<http://www.netchoice.org/> and http://blog.netchoice.org<http://blog.netchoice.org/>
+1.703.615.6206


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