[CCWG-ACCT] Regarding Fiduciary responsibility of the Board

Bruce Tonkin Bruce.Tonkin at melbourneit.com.au
Sat Oct 3 22:54:30 UTC 2015

Hello Nigel,

>From the link you have provided:

" A fiduciary is someone who has undertaken to act for and on behalf of another in a particular matter in circumstances which give rise to a relationship of trust and confidence."

At a straight legal level ICANN is a nonprofit public benefit corporation.

So at the highest level ICANN is for public benefit.

Our Articles of Incorporation - then defines the purpose in more specific terms including as you mentioned:

- pursue the charitable and public purposes of lessening the burdens of government and promoting the global public interest in the operational stability of the Internet


- operate for the benefit of the Internet community as a whole

I know from discussions we have had at the Board - that this is how Directors and Liaisons think of their role on the Board.     In fact a key part of the training delivered to any incoming Board members from an SO and AC, is that their duty is to the Internet community as a whole now rather than just their home SO or AC.

I think it is very clear who the Board acts for in the Articles of Incorporation, but I do note that the bylaws are less clear on the fiduciary duty of the Board in this regard, and that is certainly something that could be improved.

Bruce Tonkin 

More information about the Accountability-Cross-Community mailing list