[bylaws-coord] FW: Sections 7.24 & 7.25

[Gregory, Holly]

Here are the missing sections 7.24 and 7.25

HOLLY J. GREGORY
Partner and Co-Chair, Global Corporate Governance & Executive Compensation Practice

SIDLEY AUSTIN LLP
+1 212 839 5853
holly.gregory at sidley.com<mailto:holly.gregory at sidley.com>

From: Grapsas, Rebecca
Sent: Tuesday, April 05, 2016 2:46 PM
To: Gregory, Holly
Subject: Sections 7.24 & 7.25


Section 7.24 INTERIM BOARD

Except in circumstances in which urgent decisions are needed to protect the security, stability or resilience of the DNS or to the extent necessary to comply with its fiduciary obligations under applicable law, a Board that consists of a majority or more of Interim Directors (an “Interim Board”) shall (a) consult with the chairs of the Supporting Organizations and Advisory Committees before making major decisions (as if such action were a Rejection Action)  and (b) consult through a community forum (in a manner consistent with the process for a Rejection Action Community Forum pursuant to Section [_] of Annex D)[1] prior to taking any action that would, if implemented, materially change  ICANN’s strategy, policies or management, including replacement of the then-serving President.  Interim Directors shall be entitled to compensation as provided in this Article 7.

Section 7.25 COMMUNICATION OF DESIGNATION

Upon its receipt of nominations as provided in Articles 7 through 12, the EC Chairs Council, on behalf of the EC, shall promptly notify the Secretary of the EC’s designation of individuals to fill seats on the Board.

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[1] Question for the Bylaws Coordination Team: Are Rejection Action and Rejection Action Community Forum the proper consultation and forum mechanism, respectively, for this situation?



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