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

Sun Jul 12 06:16:05 UTC 2015

Dear All,
It sounds good
Such a short call does not require full participation of all
The lesser and the more familiar people with the topic ,the better.
Regards
Kavouss

2015-07-12 7:03 GMT+02:00 Alan Greenberg <alan.greenberg at mcgill.ca>:

> 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,
>>>> broa dly 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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