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

[Alan Greenberg]

Your message was clear. Just adding a tiny bit of irreverence. Alan
-- 
Sent from my mobile. Please excuse brevity and typos.

On July 12, 2015 12:06:53 AM EDT, Jordan Carter <jordan at internetnz.net.nz> wrote:
>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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