[CCWG-ACCT] ICANN Board comments - Recommendation 3 - Fundamental Bylaws

Seun Ojedeji seun.ojedeji at gmail.com
Sun Jan 24 15:48:33 UTC 2016


On 24 Jan 2016 16:15, "Greg Shatan" <gregshatanipc at gmail.com> wrote:
>
> I agree with the result the Board came to (at least in part), but not the
reasoning.  Each SO or AC should have the right to inspect.  However, the
role of the Designator is not merely to "add or remove Board members." The
Designator plays a critical role in the exercise of several of the powers,
in addition to its role in enforcing those powers via director removal.
>
SO: I guess Bruce was rightly mentioning the powers of the designator. I
believe we we will only be getting those powers enforced as a result of the
"add/remove" power of the designator.

So in summary we don't get enforcement of the various powers because it's a
role of the designator but on the basis that the designator may use its
only statutory power, which is to add/remove board members.

I generally agree with the result and would have even preferred that a
threshold be required for inspection. However, on the basis that each SO/AC
may need access to certain information to make informed/independent
decisions, it makes sense to allow such right to each SO/AC.

Hopefully this close this particular item.

Regards

  on Recommendation 1.
>>
>> Just to provide a little more context in response to questions on the
list.
>>
>> The role of the designator is to add or remove Board directors.   This
role is enforceable under California law.
>>
>> The inspection right is a right for the ACs and SOs.   An AC or SO can
exercise this right independently of the legal entity that will be the sole
designator.     If ICANN doesn't respond to an appropriate request from an
SO or AC, it would be in breach of its bylaws.   The community can then use
the IRP to get a binding decision.    In the unlikely event that the Board
does not comply with the outcome of the IRP decision, then the designator
has the power to remove Board members.
>>
>> In the bylaws we want to make sure that we don't confuse the role of the
designator (add or remove Board members) with the various roles of the SO
and ACs in the bylaws.   The bylaws are primarily enforced by the IRP, and
then the designator (via removal of Board directors) if the IRP is not
complied with, and then the courts if the decision of the designator is not
complied with.   This is a clear escalation path that applies to all bylaws.
>>
>> Regards,
>> Bruce Tonkin
>>
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>
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