[Acct-Legal] Some questions

[Edward Morris]

Hi everbody,

I echo David's general comments and would like to add the following
question for Adler:


1. Is there any possibility were we to chose a statutory membership model t
to increase the threshold for removing board members from the simple
majority contained in the statute to something greater than that?


Thanks,

Ed



On Wed, Apr 1, 2015 at 2:48 PM, McAuley, David <dmcauley at verisign.com>
wrote:

>  Hi Leon and legal sub-team colleagues,
>
>
>
> We have one hour today and loads of questions already. So I will list
> questions below but understand we will likely not get to these today.
>
>
>
> I agree with sentiments expressed in the overnight message traffic that we
> should spend a bit of time today on organizational issues and I like the
> idea of creating a central questions repository that might make things a
> bit easier to follow for ourselves as well as the full CCWG.
>
>
>
> Here are the questions I have:
>
>
>
> For Adler/Colvin:
>
>
>
> What is ICANN presently, member or designator or blended or none of these?
>
>
>
> If it is one, can it change to another without a new IRS review of tax
> status?
>
>
>
> What specifically would it mean to structure an SO or AC as an
> unincorporated association? Does it implicate liability on their part? Is
> there a chance they are already such status?
>
>
>
> Two-tiered board: Can the full board step in and overturn an executive
> committee decision at any time, say even five years later?
>
>
>
> Can a California board be required to keep detailed meeting minutes
> including vote tallies by member, or can meetings be recorded and open to
> inspection?
>
>
>
> If so, could certain subjects be “walled off” to comply with applicable
> privacy laws? By “walled off” I mean recorded in some manner but
> unavailable for inspection absent some threshold showing consistent with
> applicable privacy law.
>
>
>
> Would a board committee be an appropriate tool to keep check on mission
> creep?
>
>
>
> If a hybrid structure is used (combination of corporate and contract law)
> would the contract be of indefinite duration? Who would the parties be?
> Would third-party beneficiaries feature in that arrangement? Could
> termination protections be sufficiently robust to protect the community?
> Are the remedies of specific performance or mandamus practically speaking
> remedies that would take years?
>
>
>
> While I understand that a board member can be selected for the board by a
> designator, is it also true that that particular board member may not be
> removed over the objection of the particular designator who appointed
> him/her?
>
>
>
> Would the community’s present apparent desire for an open records policy
> of some additional heft over the existing one (currently referred to in
> ICANN as the Documentary Information Disclosure Policy (DIDP)
> https://www.icann.org/resources/pages/didp-2012-02-25-en) be something
> that should be handled in a bylaw? Does California have any law respecting
> access to non-profit organization records that would restrict access or
> enlarge it?
>
>
>
> For Sidley:
>
>
>
> Your advice of March 27 says (at page 5) that the member review and
> approval right over a board decision not to accept the recommendation of a
> specified group (I am particularly interested in IRP)  is a potential
> mechanism “to require the Board to take a second look.” Isn’t it more than
> that, though, if it involves approval – can’t it be a mechanism to require
> the board to accept the recommendation?
>
>
>
> Thank you all,
>
>
>
> David McAuley
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