[Acct-Legal] Fwd: Help with glossary definitions

Fri May 1 12:32:35 UTC 2015

Forwarding to the Legal Subteam list.
---------- Forwarded message ----------
From: *Roelof Meijer* <Roelof.Meijer at sidn.nl>
Date: Friday, May 1, 2015
Subject: [Acct-Legal] Help with glossary definitions
To: Accountability Cross Community <accountability-cross-community at icann.org
>

     As I cannot post to the legal subteam’s list, allow me to do this way.

 I consider my reading of the text below to be some kind of a test of it
not being “too legalistic” and “in very plain and simple language so that
anyone without legal background can understand what we mean when using the
terms”.

 To me it looks okay except for the use of “a person” at the start of each
definition. I suspect that most non-legal people would understand “a
person” to mean a human individual, which –if I understand correctly-  is
not what is exclusively meant here.

 In the definition of designator, I suggest to change to “(legal) person”,
as a designator can be a legal person (an individual or an entity
recognized under law) or not (and it that case be for instance a group of
persons like the NomCom)

 In the definition of member, I suggest to change to “legal person”, as
counsel states clearly that members must be exactly that.

 Best,

 Roelof Meijer

  From: List for the work of CCWG-Accountability Legal SubTeam <
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Date: donderdag 30 april 2015 09:46
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Subject: Re: [Acct-Legal] Help with glossary definitions

  Leon, I'm not sure we've achieved definitions that are short and simple
enough, but perhaps the group can decide what it thinks is less relevant to
cut out.

Designator:  A person who is given the power in the Articles of
Incorporation and/or Bylaws to  fill one or more seats on the Board of
Directors.  Generally, a designator also has the right to remove the
directors it designated with or without cause.  Designated directors cannot
be removed by the Board or members without the designator's consent.
Designators may also be given the right through the Articles or Bylaws  to
consent to any changes in those governing documents.  California corporate
law is unclear whether a designator must be a legal person (an individual
or entity that is recognized under law such as a corporation or an
unincorporated association); however, unless a designator is a legal
person, it will not be able to enforce any rights in court.

Member:  A person who under the Articles of Incorporation and/or Bylaws of
a nonprofit corporation has the right to vote to elect one or more
directors.  Members have extensive rights and protections under California
corporate law, including the collective rights to amend the Bylaws, approve
any amendment to the Articles of Incorporation, and approve the disposition
of substantially all the corporation's assets or any merger or dissolution;
the class right to remove directors they elected; and the individual right
to inspect certain corporate records.  In addition to the rights members
have under law, the law permits the Articles and Bylaws to specify
additional corporate governance rights that may or must be exercised by the
members.  Members may be divided into classes with different voting and
other rights.  Members must be legal persons, and they have standing to
enforce their rights.

Rosemary

-----Original Message-----
From: ccwg-accountability5-bounces at icann.org
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On Behalf Of List for the work of CCWG-Accountability Legal SubTeam
Sent: Wednesday, April 29, 2015 2:11 PM
To: ccwg-accountability5 at icann.org
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Subject: Re: [Acct-Legal] Help with glossary definitions

Will do,  Leon.  Rosemary and I will confer and provide something that is
not too legalistic.  Holly

HOLLY J. GREGORY
Partner

Sidley Austin LLP
+1.212.839.5853
holly.gregory at sidley.com
<javascript:_e(%7B%7D,'cvml','holly.gregory at sidley.com');>

-----Original Message-----
From: ccwg-accountability5-bounces at icann.org
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On Behalf Of List for the work of CCWG-Accountability Legal SubTeam
Sent: Wednesday, April 29, 2015 5:05 PM
To: ccwg-accountability5 at icann.org
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Subject: [Acct-Legal] Help with glossary definitions

Dear Holly and Rosemary,

Could you please help us with the definitions for “Designator” and “Member”
so that we can include them in the Glossary of our public comment document?

Needless to say that we need a two sentence definition in very plain and
simple language so that anyone without legal background can understand what
we mean when using the terms.

Thanks as usual.

Best regards,

León

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