[CCWG-ACCT] Lawyers' Comments on CCWG Comments on Draft New ICANN Bylaws

[Alan Greenberg]

Strongly support Jordan regarding item 10.  Alan

At 08/05/2016 12:03 AM, Jordan Carter wrote:

>Thanks Holly, Rosemary, for this.
>
>In respect of your substantive comments I agree 
>with you regarding comment 9 (which I think 
>arose from the complexity of the document, as 
>not all "parts" of the carve out are referenced 
>in all places - rightly from a drafting point of 
>view, but a little hard to follow for us non-lawyers), and comment 10 too.
>
>On comment 10 however, I'd like to be clear that 
>the reason a rationale is presented is as a 
>matter of explanation. The decisional process 
>which follows is not reliant on that explanation 
>or rationale being judged against non-existent 
>objective criteria. The presentation of 
>rationale is simply so that DPs have to go on 
>the record saying why they are acting as they are.
>
>Can you please assure me and us that the draft 
>bylaws do not create a situation where anything 
>published as a rationale can be used to block or 
>interfere with the rights of decisional 
>participants to exercise their powers?  (The 
>exception is where the budget related powers are 
>being used, as it is clearly discernable whether 
>or not an issue was raised in the public engagement process or not.)
>
>Many thanks
>Jordan
>
>
>On 8 May 2016 at 05:27, Grapsas, Rebecca 
><<mailto:rebecca.grapsas at sidley.com>rebecca.grapsas at sidley.com> wrote:
>Holly Gregory asked that I forward the email 
>below.  Please post to the CCWG and BCG lists on her behalf.
>
>
>Dear CCWG-ACCT Co-Chairs, Members, Participants, and ICANN Staff,
>
>Attached please find comments from Sidley and 
>Adler on the CCWG’s Comments on Draft New 
>ICANN Bylaws (tracked changes in Word and PDF).
>
>Please note that we have serious concerns around 
>comments 9 and 10 and believe that, as currently 
>stated, they are based on misreadings of the 
>draft Bylaws in the relation to the CCWG Proposal.
>
>Kind regards,
>
>Holly and Rosemary
>
>HOLLY J. GREGORY
>Partner and Co-Chair
>Corporate Governance & Executive Compensation Practice Group
>
>Sidley Austin LLP
>787 Seventh Avenue
>New York, NY 10019
><tel:%2B1%20212%20839%205853>+1 212 839 5853
><mailto:holly.gregory at sidley.com>holly.gregory at sidley.com
>www.sidley.com
>
>
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>--
>Jordan Carter
>
>Chief Executive
>InternetNZ
>
>+64-4-495-2118 (office) | +64-21-442-649 (mob) | Skype: jordancarter
><mailto:jordan at InternetNZ.net.nz>jordan at InternetNZ.net.nz | www.InternetNZ.nz
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