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Well that would surely simplify a model that is being criticized as being
to complex. Perhaps we should establish a parallel NomCom as well, to
populate 8 of the seats. Of course, we will also need accountability
measures to control the parallel board.<br><br>
Alan<br><br>
At 30/09/2015 03:16 PM, Greg Shatan wrote:<br>
<blockquote type=cite class=cite cite="">We could even go so far as to
suggest that the Single Member have a board that mirrors the ICANN board,
seat by seat.<br><br>
I would be curious to see the Board's response to that.<br><br>
On Wed, Sep 30, 2015 at 3:08 PM, Robin Gross
<<a href="mailto:robin@ipjustice.org">robin@ipjustice.org</a>>
wrote:<br>
<dl>
<dd>Agree 100%. We would be sorely amiss in our duty to enhance
ICANN's accountability if we did not address the concerns about
transparency in decision making at ICANN.<font color="#888888"><br><br>
<dd>Robin<br><br>
</font><br>
<dd>On Sep 30, 2015, at 11:26 AM, Phil Corwin wrote:<br><br>
<blockquote type=cite class=cite cite="">
<dd>Transparency of Board meetings and deliberations is long overdue and
sorely needed. It should be the rule with very narrow exceptions.
<br><br>
<dd>Sunlight is the best disinfectant. <br><br>
<dd>Philip S. Corwin, Founding Principal <br>
<dd>Virtualaw LLC<br>
<dd>1155 F Street, NW<br>
<dd>Suite 1050<br>
<dd>Washington, DC 20004<br>
<dd><a href="tel:202-559-8597">202-559-8597</a>/Direct<br>
<dd><a href="tel:202-559-8750">202-559-8750</a>/Fax<br>
<dd><a href="tel:202-255-6172">202-255-6172</a>/Cell<br><br>
<dd>Twitter: @VLawDC<br><br>
<dd>"Luck is the residue of design" -- Branch Rickey<br><br>
<dd>Sent from my iPad<br><br>
<dd>On Sep 29, 2015, at 10:24 PM, Edward Morris
<<a href="mailto:egmorris1@toast.net">egmorris1@toast.net</a>>
wrote:<br><br>
<blockquote type=cite class=cite cite="">
<dd>Hi Jordan,<br>
<dd> <br>
<dd>I appreciate the spirit in which this thread is intended.<br>
<dd> <br>
<dd> <br>
<dd>--That is, aside from the five community powers and the ability to
enforce the bylaws against the Board, the other powers the California law
grants to member/s (document inspection, dissolve the company, etc),
should face such high thresholds to action that they can, practically
speaking, never be actioned at all.<br>
<dd>So how to resolve this? The CCWG's choice of a Single Member
(following its earlier choice of multiple members) was to meet the
accountability requirements the community has asked for. But nobody asked
for the community to have these other powers.<br>
<dd> <br>
<dd> <br>
<dd>I disagree with this premise with regards the inspection right. I've
certainly made that a central component of what I've tried to accomplish
here. Kieren has been a strong advocate, as well, calling it a "red
line";<br>
<dd> <br>
<dd>---<br>
<dd> <br>
<dd>On 07/08/2015 11:37 PM, Kieren McCarthy wrote:<br>
<dd>A quick view specifically on "rights of inspection".<br>
<dd>I think enabling that some entity gets this right would be one of
the<br>
<dd>most useful of all possible accountability improvements.<br>
<dd>It would - perhaps over time - pull out any motivations that might
exist<br>
<dd>for ICANN to be misleading or less than truthful in its reporting.
This<br>
<dd>is going to be especially important as ICANN receives increasingly
large<br>
<dd>amounts of revenue and particularly given its current weak
financial<br>
<dd>controls.<br>
<dd>(See:
<a href="http://www.ionmag.asia/2015/07/icann-finances-swallow-the-money/">
http://www.ionmag.asia/2015/07/icann-finances-swallow-the-money/</a>)<br>
<dd>I predict that ICANN corporate will fight hard to prevent any
entity<br>
<dd>from gaining this right. And that it will continue to fight hard
even<br>
<dd>when someone has that right. That in itself should be a good
indicator<br>
<dd>for why it should be a redline for the accountability group.<br>
<dd>To my mind, not allowing ICANN to hide information is the epitome
of<br>
<dd>actual accountability. If you can't hide it, then to save on<br>
<dd>embarrassment you consider how best to share it. Over time, everyone
gains.<br><br>
<dd>Kieren<br>
<dd> <br>
<dd>-----<br>
<dd>I agree with Kieren. One of the reasons I've been content with
putting transparency in work stream 2 is I've known the Inspection right
came with membership in work stream 1. If that is to be excised then we
need to do transparency in work stream 1. You can not have accountability
without transparency. I've been involved in reconsideration requests
where we have fought and lost in our attempts to get documents from ICANN
that would have allowed us to have a chance of winning either the
reconsideration or the IRP that would conceivably follow. Without access
to documents many of the reforms we're proposing will be of minimal value
to litigants. Of course, I await the specifics of the discovery
mechanisms that will accompany the IRP and reconsideration reforms.<br>
<dd> <br>
<dd>I've watched as many "fears" of the legally uneducated
became "truths" when repeated enough. I saw the concept of the
derivative lawsuit, a power that should be welcomed by anyone interested
in true accountability, so misconstrued and tangled CCWG members and
participants acted out of fear this legal right could be used on a
regular basis for anything, rather than what it is: a remedy designed for
use in extreme situations as protection against double dealing and other
types of corporate malfeasance. <br>
<dd> <br>
<dd>Rather than try to explain Inspection beyond what Kiernen has done
above let me ask this: 1. Why don't we want the right of Inspection (aka
in ICANN circles as the Auerbach rights)? 2. If we have them why do we
want to create high thresholds for the use of those powers? Tell me how
these two positions strengthen ICANN's accountability to a greater degree
than inspection rights with low thresholds. <br>
<dd> <br>
<dd>And, perhaps most of all, where has the discussion occurred leading
one and all to believe that we don't want these rights? Point to the
thread, the legal advice etc. I've seen the big FUD over derivative
rights. Where is something similar, or honest rejection of Inspection
rights? Don't assume these are not important issues to some of us merely
because we haven't been discussing them. They were in all of the
proposals that have gone out for public comment. There is little
need to fight for something you already have. I'm looking forward to
receiving an analysis of the public comments to see this outpouring of
opposition to the inspection rights. It must be there because I'm hard
pressed to find extensive opposition anywhere else.<br>
<dd> <br>
<dd>Do we need these rights? Well, if we are going to dump them we need a
complete revamp of ICANN's transparency policy to be done in work stream
1. No transparency, no accountability. No accountability, no
transition.<br>
<dd> <br>
<dd>Best,<br>
<dd> <br>
<dd>Ed <br>
<dd> <br>
<dd> <br>
<dd>- I reproduce here California Corporations Code ยง8333:<br>
<dd> <br>
<dd> <br>
<dd>The accounting books and records and minutes of proceedings<br>
<dd>of the members and the board and committees of the board shall
be<br>
<dd>open to inspection upon the written demand on the corporation of
any<br>
<dd>member at any reasonable time, for a purpose reasonably related
to<br>
<dd>such person's interests as a member.<br>
<dd> <br>
<dd> <br>
<dd>This is the heart of the Inspection right. It is so key I'll give it
a name: the Anti-FIFA clause. <br>
<dd> <br>
<dd>It is a guarantee the corruption at FIFA will not happen at the new
ICANN. <br>
<dd> <br>
<dd>The anti-FIFA clause is the principle reason I strongly support the
Inspection right.<br>
<br>
<dd>No virus found in this message.<br>
<dd>Checked by AVG - <a href="http://www.avg.com/">www.avg.com</a><br>
<dd>Version: 2015.0.6140 / Virus Database: 4419/10680 - Release Date:
09/22/15<br>
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