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Issue 6 reads (in part): "There remains the ability for the Board to
remove directors without cause, but only after a ľ vote of the Board and
consent of the EC. However, the proposal is silent on how the Board
could obtain the consent of the EC."<br><br>
As far as I can recall, the proposal is silent on this entire matter, not
only on how the EC could consent. I recall no restriction being made by
the CCWG on the right of the Board to remove its Members.<br><br>
I SUSPECT I understand why this is there. Specifically, under the current
Bylaws, Directors are appointed to the Board by the AC/SOs and NomCom,
but there is nothing in the California Corporations Code (CCC) that
really sactions this process. It exists because it is written in the
Bylaws and no one has chosen to question it. Since we are now appointing
directors using a Designator, a formal CCC process, I suspect that other
parts of the CCC do not allow the removal of Directors without Designator
approval.<br><br>
Another change I noted was the introduction of the concept of the EC
Council. I support it and in fact the ALAC had drawn attention to a need
for such a body, but it should really be flagged as a construct that was
needed to allow the Bylaws to be clearly drafted (and then
followed!)<br><br>
Perhaps I slept through parts of some meetings and did not read the
document sufficient well, but if so, several other people I checked with
had the identical lapses.<br><br>
<font color="#0000FF">It would be REALLY good if changes demanded by the
CCC or by the necessity to draft clear Bylaws were highlighted so we do
not end up needlessly chasing red herring concerns.<br><br>
</font>Alan<br><br>
<br>
At 03/04/2016 08:16 AM, Mathieu Weill wrote:<br>
<blockquote type=cite class=cite cite="">Dear colleagues, <br><br>
In anticipation of our calls this week, please find below a note from the
lawyers group, the draft bylaws as well as an issue list. <br><br>
It is important to read the lawyers notes as they quite efficiently
describe the context and status of the work. Please review them for any
process related question. <br><br>
The purpose of our calls this week will be to address the issue list
questions (questions 1-7 & 25-34 are for the CCWG, the others for
CWG). <br><br>
Should any other issue be added to the list based on your respective
reviews, please raise your questions on the list for transparency.
<br><br>
Best regards,<br><br>
Mathieu<br>
---------------<br>
Depuis mon mobile, désolé pour le style<br><br>
Début du message transféré :<br><br>
<blockquote type=cite class=cite cite=""><b>Expéditeur:</b> John Jeffrey
via bylaws-coord
<<a href="mailto:bylaws-coord@icann.org">bylaws-coord@icann.org</a>
><br>
<b>Date:</b> 3 avril 2016 13:16:28 UTC+2<br>
<b>Destinataire:</b>
<a href="mailto:bylaws-coord@icann.org">bylaws-coord@icann.org</a><br>
<b>Cc:</b> "Flanagan, Sharon"
<<a href="mailto:sflanagan@sidley.com">sflanagan@sidley.com</a>>,
"Cc: Zagorin, Janet S."
<<a href="mailto:jzagorin@sidley.com">jzagorin@sidley.com</a>>,
"Hilton, Tyler"
<<a href="mailto:thilton@sidley.com">thilton@sidley.com</a>>,
ICANN-Adler
<<a href="mailto:ICANN@adlercolvin.com">ICANN@adlercolvin.com</a>>,
"Hofheimer, Joshua T."
<<a href="mailto:jhofheimer@sidley.com">jhofheimer@sidley.com</a>>,
"Mohan, Vivek"
<<a href="mailto:vivek.mohan@sidley.com">vivek.mohan@sidley.com</a>
>, "Clark, Michael A."
<<a href="mailto:mclark@sidley.com">mclark@sidley.com</a>>,
"Boucher, Rick"
<<a href="mailto:rboucher@sidley.com">rboucher@sidley.com</a>>,
Sidley ICANN CCWG
<<a href="mailto:sidleyicannccwg@sidley.com">
sidleyicannccwg@sidley.com</a>>, "Kerry, Cameron"
<<a href="mailto:ckerry@sidley.com">ckerry@sidley.com</a>>,
"McNicholas, Edward R."
<<a href="mailto:emcnicholas@sidley.com">emcnicholas@sidley.com</a>
>, Daniel Halloran
<<a href="mailto:daniel.halloran@icann.org">
daniel.halloran@icann.org</a>>, Amy Stathos
<<a href="mailto:amy.stathos@icann.org">amy.stathos@icann.org</a>>,
"Boelter, Jessica C.K."
<<a href="mailto:jboelter@sidley.com">jboelter@sidley.com</a>>,
"Fuller, Miles"
<<a href="mailto:wfuller@sidley.com">wfuller@sidley.com</a>>,
"Tam, Tennie H."
<<a href="mailto:tennie.tam@sidley.com">tennie.tam@sidley.com</a>
><br>
<b>Objet:</b> <b>[bylaws-coord] DRAFT NEW ICANN BYLAWS - 2 April 2016
version</b><br>
<b>RĂ©pondre Ă :</b> John Jeffrey
<<a href="mailto:john.jeffrey@icann.org">john.jeffrey@icann.org</a>
><br><br>
Dear Bylaws Coordination Group,<br><br>
Please find attached a document – DRAFT NEW ICANN BYLAWS (vers. 2Apr)
(“DRAFT BYLAWS”) for your review and discussion. As you will recall
the last full draft was provided to you on 18 March, with the promise to
provide another full turn of the DRAFT BYLAWS for your review today on 2
April. The DRAFT BYLAWS attached is the current working draft among
the legal drafting group. There is also an Issue List attached,
which are a set of additional questions and clarifications requested from
the Bylaws Coordination Group.<br><br>
We ask that you share the attachments with your CCWG, ICG and CWG
colleagues who will be reviewing this during this critical work
week<br><br>
<b><u>Recent Work</u></b> – During the past two weeks tthe legal drafting
group, made up of Sidley’s team, Adler’s team and ICANN's Legal team
reviewed and worked through mark ups and redrafts of the various sections
of new ICANN Bylaws. Also, we have held four separate meetings with
the Bylaws Coordination Group during this two-week period asking
questions and incorporating that feedback into the new draft. There
is likely to be the need for some additional discussions as we work
toward a public comment version of the new ICANN bylaws.<br><br>
<b><u>More Work to Do</u></b> – There is sttill work to do on the DRAFT
BYLAWS, in identifying and working through any remaining provisions in
the draft that are not clear, finding any remaining open issues,
improving the provisions, and polishing the draft before publication for
public comment. The legal teams remain engaged in review mode and
are available for questions and comments during this period.<br><br>
<b><u>Legal Teams have not yet “certified”</u></b> – Since aa) the
Bylaws Coordination Group, CWG and CCWG have not yet reviewed and reacted
to these DRAFT BYLAWS, b) there are still remaining open issues, and c)
there is still review and polishing to be done by the legal teams – the
legal teams have not indicated yet that the current DRAFT BYLAWS fully
meets the recommendations within the Proposals.<br><br>
As we have indicated above there is still work to be done, including
receiving the feedback from those reviewing these DRAFT BYLAWS this week
before the legal teams will be in a position to certify the posting
version for Public Comment<br><br>
<b><u>Next Steps</u></b> –<br><br>
1) <i>Now until 13 April</i> –“ members of CCWG, CWG, Bylaws
Coordination Group, Board and ICG to complete review of these DRAFT
BYLAWS and provide feedback to legal teams;<br><br>
2) <i>Now until 18 April</i>, (with particular focus during
week of 13-18 April) – legal teams to update DRAFT BYLAWS woorking in
coordination with the Bylaws Drafting Group;<br><br>
3) <i>20 April</i> – posting date forr public comment period
for new proposed bylaws – with llegal teams supporting that the new
proposed bylaws meets the proposal recommendations.<br><br>
———<br>
</blockquote></blockquote></body>
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