[CCWG-ACCT] Regarding Fiduciary responsibility of the Board

[Bruce Tonkin]

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

and

- 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.

Regards,
Bruce Tonkin