[WP1] Caretaker Board background & what WP1 needs (was Re: Legal advice on caretaker board issue)
Avri Doria
avri at acm.org
Sun Jul 12 16:08:25 UTC 2015
Hi,
I thought they did ask for them to give an overview of the various
options by not limiting the options they looked at or presented.
Or maybe I misread the 2 notes.
avri
On 12-Jul-15 06:17, Kavouss Arasteh wrote:
> Dear Jordan
> Thank you for the brief
> If I were you I would have asked to study both options enabling us to
> decide, as discussed and where appropriate.
> If possible you may raise the matter after consulting co chairs.'
> However, I strongly recommend to raise it
> Kavouss
>
> Sent from my iPhone
>
> On 12 Jul 2015, at 12:32, Jordan Carter <jordan at internetnz.net.nz
> <mailto:jordan at internetnz.net.nz>> wrote:
>
>> Dear all
>>
>> This call has just concluded - pretty uneventful. Our counsel have
>> already done some research on these issues, and will be ready to
>> speak with us about the caretaker matter in Paris.
>>
>> There were a couple of questions from counsel about suggestions made
>> in public comments and reflected in Keith's document.
>>
>> The most significant question they asked was whether to restrict
>> their thinking to the simple caretaker model that we have developed
>> (if only at a high level), or whether they could look at other ways
>> to solve the problem (the problem being, making sure ICANN has a
>> board if the board is recalled).
>>
>> My reply on our behalf was that I had no mandate to close options
>> off, and so they should think creatively on this, and be able to
>> discuss them with us at a high level in Paris. Once we have chosen a
>> direction, they can then help us develop the relevant detail.
>>
>> Staff notes of the call will be coming, and the usual other follow up
>> material too.
>>
>> best
>> Jordan
>>
>>
>>
>>
>> On 12 July 2015 at 15:15, Jordan Carter <jordan at internetnz.net.nz
>> <mailto: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
>> <mailto: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
>> <mailto:Mathieu.Weill at afnic.fr>>
>> Cc: "Rosemary E. Fei" <rfei at adlercolvin.com
>> <mailto:rfei at adlercolvin.com>>, Holly Gregory
>> <holly.gregory at sidley.com <mailto:holly.gregory at sidley.com>>,
>> León Felipe Sánchez Ambía <leonfelipe at sanchez.mx
>> <mailto:leonfelipe at sanchez.mx>>, Thomas Rickert
>> <rickert at anwaelte.de <mailto:rickert at anwaelte.de>>, Cheryl
>> Langdon-Orr <langdonorr at gmail.com <mailto:langdonorr at gmail.com>>,
>> stevedelbianco <sdelbianco at netchoice.org
>> <mailto:sdelbianco at netchoice.org>>, Becky Burr
>> <Becky.Burr at neustar.biz <mailto:Becky.Burr at neustar.biz>>,
>> ICANN-Adler <ICANN at adlercolvin.com
>> <mailto:ICANN at adlercolvin.com>>, ACCT-Staff <acct-staff at icann.org
>> <mailto:acct-staff at icann.org>>
>>
>>
>> Thank you Mathieu, all.
>>
>> I believe this 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 is 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
>> <mailto: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 <tel:04%20495%202118> (office) | +64 21 442
>>> 649 <tel:%2B64%2021%20442%20649> (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 06 <tel:%2B33%201%2039%2030%2083%2006>
>> mathieu.weill at afnic.fr <mailto:mathieu.weill at afnic.fr>
>> Twitter : @mathieuweill
>> *****************************
>>
>>
>>
>>
>>
>> --
>> Jordan Carter
>>
>> Chief Executive
>> *InternetNZ*
>>
>> 04 495 2118 <tel:04%20495%202118> (office) | +64 21 442 649
>> <tel:%2B64%2021%20442%20649> (mob)
>> jordan at internetnz.net.nz <mailto:jordan at internetnz.net.nz>
>> Skype: jordancarter
>>
>> /A better world through a better Internet /
>>
>>
>>
>>
>> --
>> Jordan Carter
>>
>> Chief Executive
>> *InternetNZ*
>>
>> 04 495 2118 (office) | +64 21 442 649 (mob)
>> jordan at internetnz.net.nz <mailto:jordan at internetnz.net.nz>
>> Skype: jordancarter
>>
>> /A better world through a better Internet /
>>
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>
>
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