[CCWG-ACCT] Questions certification

[León Felipe Sánchez Ambía]

Dear Holly, dear Rosemary,

We would like to certify the following questions to your teams:

- What are a director’s fiduciary duties to a California nonprofit public benefit corporation?  What is the relationship between these duties and the mission of the corporation?

	- under ICANN's current structure, do SOs and ACs have legal rights to select directors in line with designator rights under the California statute?

	- Is there any means under Californian Law that would allow to subject the exercise of fiduciary duties to objective and controllable standards? For example, could the following or similar means be acceptable and usable under Californian law:

·         concretizing these fiduciary duties in the Bylaws;

·         subjecting their correct interpretation to arbitration;

·         imposing special requirements on the rationale needed to be provided if they are used to override community decisions;

·         imposing extra-supermajorities in the Board in order to being able to invoke such duties?

-  What is the availability of default judgments should the Board refuse to participate in an IRP?

We would also like to ask you to kindly point us to the memos in which the questions raised by Rafael Pérez Galindo in an e-mail as follows:

"In conclusion, I kindly ask the Co-Chairs to forward these questions to the CCWG legal advisors about (1) ability, (2) legal implications and (3) liabilities of governments if they took part as voting members in the community mechanism to be deployed under CA jurisdiction. An answer should be provided for the three models under discussion (SMM, Single designator and MEM)."

Also, we would like to ask you to begin drafting bylaws that include the AoC in them so we can continue with the bylaw drafting process we have been waiting to begin on ICANN legal’s side with no success so far.

Please let us know whether you need any clarification on the certified questions. Also please kindly provide an estimate date of delivery so we can keep track and update our Group.


Best regards,


León, Thomas and Mathieu

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