[WP1] Fwd: Caretaker Board background & what WP1 needs (was Re: Legal advice on caretaker board issue)

Sun Jul 12 04:06:53 UTC 2015

hi Alan, all:

That is more than fair enough and I should have been clearer that I do not
expect or demand (!) or voluntell (!!) anyone to participate in this call.
Anyone is very welcome to but nobody needs to do so.

I'll write a short summary of it and send to the list once it is done.

best
Jordan

On 12 July 2015 at 16:00, Alan Greenberg <alan.greenberg at mcgill.ca> wrote:

> At 5 am on a Sunday morning, I think I will pass on this one. 😯
>
> Alan
> --
> Sent from my mobile. Please excuse brevity and typos.
>
> On July 11, 2015 11:15:46 PM EDT, Jordan Carter <jordan at internetnz.net.nz>
> wrote:
>>
>> Dear WP1 colleagues
>>
>> As agreed on our call on 10 July, I approached the CoChairs to find out
>> how to get the lawyers looking at the caretaker board framework that would
>> be needed if the community exercised the power to recall the entire ICANN
>> Board.
>>
>> This exchange led to Mathieu suggesting a quick call with the lawyers to
>> set out what work needs to be done.
>>
>> That call will happen *Sunday 12 July at 0900 UTC* and should last ten
>> or fifteen minutes.
>>
>> So I have written the background information below, and copied the note
>> Keith Drazek took us through on the 10 July call.
>>
>> The *purpose *of the phone call is *not *to hear the lawyers' proposals
>> about how to do the caretaker issue - it is to make sure they are *clear
>> about what the issue of the caretaker board is, and when we need some
>> material in writing from them on the subject.*
>>
>> I regret the late notice of this call. We are only going ahead with it to
>> get the lawyers to start thinking on these matters, so they have done some
>> of that thinking before we meet with them in Paris.
>>
>> None of the discussion we have with them on this call on 12 July will
>> close any options or pre-judge any solutions.
>>
>> best,
>> Jordan
>>
>>
>>
>>
>>
>> ---------- Forwarded message ----------
>> From: Jordan Carter <jordan at internetnz.net.nz>
>> Date: 12 July 2015 at 15:09
>> Subject: Caretaker Board background & what WP1 needs (was Re: Legal
>> advice on caretaker board issue)
>> To: Mathieu Weill <Mathieu.Weill at afnic.fr>
>> Cc: "Rosemary E. Fei" <rfei at adlercolvin.com>, Holly Gregory <
>> holly.gregory at sidley.com>, León Felipe Sánchez Ambía <
>> leonfelipe at sanchez.mx>, Thomas Rickert <rickert at anwaelte.de>, Cheryl
>> Langdon-Orr <langdonorr at gmail.com>, stevedelbianco <
>> sdelbianco at netchoice.org>, Becky Burr <Becky.Burr at neustar.biz>,
>> ICANN-Adler <ICANN at adlercolvin.com>, ACCT-Staff <acct-staff at icann.org>
>>
>>
>> Thank you Mathieu, all.
>>
>> I believe thi s call is set for 0900 UTC on Sunday 12 July. I look
>> forward to, hopefully, a brief conversation then. I'll forward this to WP1.
>>
>> *By way of background*, noting this is content I am writing for this
>> email and may not reflect consensus in WP1:
>>
>>    - One of the proposed community powers is to recall the entire ICANN
>>    Board.
>>    - Our First Public Comment Report noted some issues that need to be
>>    solved to deal with the follow-on requirements caused by such an action by
>>    the community.
>>    - Where a Board is removed through such a process, there is a need to
>>    know who will hold office as Directors.
>>    - This could be the outgoing Board, or an agreed immediate
>>    appointment of some group of people to act as Directors to govern the
>>    corporation.
>>    - In either case it is likely that this Board should/must have a
>>    "caretaker" ethos - it should be a short term governing group whose role is
>>    to govern in a status quo fashion insofar as i s possible until new
>>    directors are appointed.
>>    - There will need to be an expedited process to appoint new directors
>>    following the recall of the whole Board - the usual processes take too long
>>    in some cases.
>>
>> When we discussed these matters in Istanbul in March, I recall verbal
>> comments from counsel that developing a caretaker Board framework would not
>> be complicated.
>>
>> Some of the comments received in response to our PC1 report relate to
>> this issue, and WP1 members have started to take these into account in the
>> attached redline document. *Page 2 para 246* starts the discussion.
>>
>>
>> *What WP1 needs help with *
>>
>> We need counsel's help to draft text for the Second Public Comment Report
>> that sets out an effective, lightweight caretaker board proposal, broadly
>> consistent with what was in our PC1 report and with the attached draft
>> (subject to tweaks agreed in Paris).
>>
>> It should deal, in my view and at a high level, with the following:
>>
>>    - Who takes over as directors if the entire board is recalled
>>    - What happens to the President and CEO
>>    - What high level process leads to re/appointments of longer term
>>    directors
>>    - What the "caretaker" responsibilities or limits on Board
>>    authorities are, and how these are described/enforced
>>    - Any other related matters
>>
>>
>> It does not have to be done in great detail but it needs to be of
>> sufficient extent and quality that it is persuasive for the CCWG that there
>> is a workable, reliable governance of ICANN in place if this power is
>> exercised, until appointment of longer term directors occurs.
>>
>>
>> *When do we need it by*
>>
>> We need it in time to review, change and incorporate in the Public
>> Comment Report 2, -- so realistically we need to see draft material no
>> later than about *22 July*.
>>
>>
>> *What should we discuss on the call on 12 July at 0900 UTC?*
>>
>> I think this is a very short call, to take any questions you may have
>> about what I have set out above.
>>
>>
>> Look forward to the discussion.
>>
>> best
>> Jordan
>>
>>
>> On 11 July 2015 at 18:37, Mathieu Weill <mathieu.weill at afnic.fr> wrote:
>>
>>>  Hi Jordan,
>>>
>>> Do set a time and date as you see fit, you know the question, you are
>>> necessary.
>>>
>>> Leon and/or I will try to accomadate, even over the WE for me. I'm
>>> copying Icann staff so that we can organize support.
>>>
>>> We'll need to inform WP1 of the upcoming call.
>>>
>>> Mathieu
>>>
>> [snip]
>>>>
>>>> On Saturday, 11 July 2015, Mathieu Weill <mathieu.weill at afnic.fr
>>>> <mailto:mathieu.weill at afnic.fr>> wrote:
>>>> Hi Jordan,
>>>>
>>>> The topic does need further research indeed.
>>>>
>>>> Ideally, we would set up a quick call with holly and/or Rosemary to
>>>> clarify the issues to investigate. Anything you can start in terms of
>>>> clarifying the request upfront is of course useful.
>>>>
>>>> Is Monday still feasible ?
>>>>
>>>> Mathieu Weill
>>>> ---------------
>>>> Depuis mon mobile, désolé pour le style
>>>>
>>>> Le 10 juil. 2015 à 22:17, Jordan Carter <jordan at internetnz.net.nz> a
>>>> écrit :
>>>>
>>>> Dear Leon
>>>>
>>>> On the WP1 call this morning, we recognised the need to seek assistance
>>>> from our counsel regarding the matter of a caretaker board where a
>>>> community power to recall the whole ICANN Board is exercised.
>>>>
>>>> Can you advise whether this can be passed to them, or whether you would
>>>> like me to specify the question more clearly?
>>>>
>>>> thanks
>>>> Jordan
>>>>
>>>> --
>>>> Jordan Carter
>>>>
>>>> Chief Executive
>>>> InternetNZ
>>>>
>>>> 04 495 2118 (office) | +64 21 442 649 (mob)
>>>> jordan at internetnz.net.nz
>>>> Skype: jordancarter
>>>>
>>>> A better world through a better Internet
>>>>
>>> --
>>> *****************************
>>> Mathieu WEILL
>>> AFNIC - directeur général
>>> Tél: +33 1 39 30 83 06mathieu.weill at afnic.fr
>>> Twitter : @mathieuweill
>>> *****************************
>>>
>>>
>>
>>
>>
>> --
>> Jordan Carter
>>
>> Chief Executive
>> *InternetNZ*
>>
>> 04 495 2118 (office) | +64 21 442 649 (mob)
>> jordan at internetnz.net.nz
>> Skype: jordancarter
>>
>> *A better world through a better Internet *
>>
>>  ------------------------------
>>
>> WP1 mailing list
>> WP1 at icann.org
>> https://mm.icann.org/mailman/listinfo/wp1
>>
>>

-- 
Jordan Carter

Chief Executive
*InternetNZ*

04 495 2118 (office) | +64 21 442 649 (mob)
jordan at internetnz.net.nz
Skype: jordancarter

*A better world through a better Internet *
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