[CCWG-ACCT] Personal thoughts on membership

[Greg Shatan]

Nigel,

Please see my email today in response to you on another thread regarding
the three duties that make up the fiduciary duties of a non-profit Board
member.  The "Duty of Obedience" does obligate the Board to "obey" the
mission, purpose and values of ICANN as set forth in the Articles and
Bylaws (including those cited above), and to its status as a public benefit
corporation.  This is a fiduciary duty, and while it must be balanced by
the Board members against the fiduciary duties of care and loyalty, it
cannot be denigrated to the point where it is breached.

Greg

On Sat, Oct 3, 2015 at 3:17 AM, Nigel Roberts <nigel at channelisles.net>
wrote:

> I'm not sure I agree with this exactly as phrased by Bruce.
>
> ICANN's Directors owe a fiduciary duty to the corporation. This is
> undeniable.
>
> ICANN (the corporation) is established to lessen the burden of government
> and promote the global public interest in the operational stability of the
> Internet (Art 3).
>
> ICANN operates for the benefit of the Internet Community as a whole (Art
> 4).
>
> Whilst ICANN certainly owes a duty or obligation of some form "to the
> Internet community as a whole" (as per Art 4, above), I am not convinced
> that it is that of a fiduciary, or even the lesser standard of the tort
> duty of care: see as a starting point:
> https://en.wikipedia.org/wiki/Fiduciary
>
> Please convince me.
>
>
>
>
>     ICANN owes a fiduciary duty to the Internet community as a whole.
>>
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>
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