<html><head><meta http-equiv="Content-Type" content="text/html charset=us-ascii"></head><body style="word-wrap: break-word; -webkit-nbsp-mode: space; -webkit-line-break: after-white-space; ">Yes, contracts are enforceable in the State of California. The question remains about with whom the contract would be entered and by whom would it be enforced. I agree with Chris that Alan's idea is worthy of pursuit. <br><div apple-content-edited="true">
<span class="Apple-style-span" style="border-collapse: separate; color: rgb(0, 0, 0); font-family: Helvetica; font-style: normal; font-variant: normal; font-weight: normal; letter-spacing: normal; line-height: normal; orphans: 2; text-indent: 0px; text-transform: none; white-space: normal; widows: 2; word-spacing: 0px; border-spacing: 0px; -webkit-text-decorations-in-effect: none; -webkit-text-size-adjust: auto; -webkit-text-stroke-width: 0px; font-size: medium; "><div><br class="Apple-interchange-newline"></div></span>
</div>
<br><div><div>On Jun 19, 2015, at 8:23 AM, Alan Greenberg <<a href="mailto:alan.greenberg@mcgill.ca">alan.greenberg@mcgill.ca</a>> wrote:</div><br class="Apple-interchange-newline"><blockquote type="cite">
<div>
No, I don't think that is correct. <br><br>
This model does provide enforceability. It is not direct on a
power-by-power case. As in political governance, this is not a case where
there is a plebiscite on and item-by-item basis, but the threat of
removal based on overall community satisfaction (or non-satisfaction)
DOES provide a strong enforcement mechanism.<br><br>
Alan<br><br>
At 19/06/2015 07:37 AM, Jordan Carter wrote:<br>
<blockquote type="cite" class="cite" cite="x-msg://4124/">Hi all, hi Alan<br><br>
This reads as if it is an explanation of whatever we are labelling the
"not-enforceable" model, alongside the membership and
designator based approaches - is that fair?<br><br>
cheers<br>
Jordan<br><br>
On 18 June 2015 at 22:17, Alan Greenberg
<<a href="mailto:alan.greenberg@mcgill.ca">alan.greenberg@mcgill.ca</a>
> wrote:<br>
<dl>
<dd>Given the spread between those who believe that we need ultimate
accountability, and those who are willing to trust that the community
wishes will be honoured, allow me to put a new variation on the table. We
have talked about all of the parts before, but perhaps the combination is
new.<br><br>
</dd><dd>This proposal involves no Unincorporated Associates, no Designators
and no Members.<br><br>
</dd><dd>Up to now, we have been working with Bylaws that we are now told have
no real basis in law, but which so far, have worked. I specifically refer
to things like the SOs, ALAC and the NomCom appointing Board members,
powers that under California law are only given to Members or
Designators, but our less formal entities are granted these powers under
the ICANN Bylaws and for whatever reasons, it works.<br><br>
</dd><dd>I propose that we do the same with all of the community powers that
we want (including the requirement that Bylaws and certainly fundamental
Bylaws be approved), with the exception of formal budget approval (which
impinges on Board fiduciary responsibility). In lieu of the latter, we
could have a process by which and AC/SO lodges a formal objection to a
budget or budget item, and the Board has an obligation to follow-up (I am
not going to go into any further details here).<br><br>
</dd><dd>Every Director, as a requirement of being seated signs an irrevocable
letter saying that if by specified procedure, they are requested to step
down, they will. The procedure might include the formal action of the
AC/SO that appointed them, or a more widespread community request passing
a specified level of AC/SO support - the details would need to be
defined, but do not alter this proposal. The letter would also make
reference to an enforcement mechanism that could be invoked. The
enforcement mechanism might be to give the ICANN Ombudsman (or some other
trustworthy and trusted individual) the right to take court action to
require the requested resignation be honoured, or could give that right
to the people occupying the AC/SO Chairs. Any such action would be funded
by ICANN and funds held in escrow to ensure that this can be carried
out.<br><br>
</dd><dd>In unlikely event that a removal included the entire Board, or some
number such that the remaining Board members do not meet minimum quorum
requirements, the AC/SO Chairs will on an interim basis be added to the
Board on an interim basis. This augmented interim Board would have
caretaker responsibilities and have only limited rights (to be
specified).<br><br>
</dd><dd>Board member removals would be unconditional and not
appealable.<br><br>
</dd><dd>I believe that the threat of invoking removal will likely be
sufficient to ensure that the community is given good control. And should
that fail, the actual removal of the Board member(s) who do not support
the community position can actually be removed.<br><br>
</dd><dd>There are many details to be determined but I believe that this is
workable. It allows for the most of the powers that have been requested
with a minimum number of changes and does not create significant new
potential vulnerabilities.<br><br>
</dd><dd>Alan<br><br>
<br><br>
</dd><dd>_______________________________________________<br>
</dd><dd>Accountability-Cross-Community mailing list<br>
</dd><dd><a href="mailto:Accountability-Cross-Community@icann.org">
Accountability-Cross-Community@icann.org</a><br>
</dd><dd>
<a href="https://mm.icann.org/mailman/listinfo/accountability-cross-community" eudora="autourl">
https://mm.icann.org/mailman/listinfo/accountability-cross-community</a>
<br><br>
</dd></dl><br><br>
<br>
-- <br>
Jordan Carter<br><br>
Chief Executive <br>
InternetNZ<br><br>
04 495 2118 (office) | +64 21 442 649 (mob)<br>
<a href="mailto:jordan@internetnz.net.nz">jordan@internetnz.net.nz</a>
<br>
Skype: jordancarter<br><br>
A better world through a better Internet <br>
</blockquote></div>
_______________________________________________<br>Accountability-Cross-Community mailing list<br><a href="mailto:Accountability-Cross-Community@icann.org">Accountability-Cross-Community@icann.org</a><br>https://mm.icann.org/mailman/listinfo/accountability-cross-community<br></blockquote></div><br></body></html>