[WP1] Agenda - WP1 mtg - 9 Oct 2015 at 1730-1930 UTC

Fri Oct 9 12:32:40 UTC 2015

Cal Corp Code 5222(b) says nothing about any role in removing a
group-elected director for any party other than that group.  Quite the
opposite.  Clauses 2 and 3 both say such a director can be removed "only
by" that group.

Any bylaw that gave a role to other groups would be inconsistent with
5222(b).

Greg
[Lawyer, but not admitted in CA. This does not constitute legal advice such
that an attorney-client relationship is created thereby]

On Friday, October 9, 2015, Chartier, Mike S <mike.s.chartier at intel.com>
wrote:

> I'll yield to the lawyers, but I think the intent and letter is to prevent
> removal without consent. It may be the case that a requirement for the
> whole community, including the relevant SO/AC, to consent to removal would
> still be in compliance.
>
>
>
> On Oct 8, 2015, at 8:27 PM, Edward Morris <egmorris1 at toast.net
> <javascript:;><mailto:egmorris1 at toast.net <javascript:;>>> wrote:
>
> Hi Chris,
>
> I'm not Robin, and I don't know her position, but mine mirrors the
> California Corporations Code provision for the removal of Board members
> selected by specific subgroups, specifically §5222(b) which states:
>
> (2) If by the provisions of the articles or bylaws the members of
> any class, voting as a class, are entitled to elect one or more
> directors, any director so elected may be removed only by the
> applicable vote of the members of that class.
>
>    (3) If by the provisions of the articles or bylaws the members
> within a chapter or other organizational unit, or region or other
> geographic grouping, voting as such, are entitled to elect one or
> more directors, any director so elected may be removed only by the
> applicable vote of the members within the organizational unit or
> geographic grouping.
>
>
> There are those on the Board who have argued that the fiduciary duty of
> directors towards the corporation as a whole  augers for removal of
> individual directors buy the whole rather than by the appointing body. The
> fiduciary responsibility for ICANN directors is actually a creature of
> statute, a creation of the same California Corporations Code that is
> favourably disposed, as above, towards removal of individual directors by
> the selecting body.
>
> I'm a strong believer that the security and stability of the DNS is best
> assured by tried, true and proven corporate structures. I believe that the
> uniqueness of ICANN is somewhat overstated. ICANN is a California PBC.
> PBC's have two basic structures under California law: one that is board
> centric (designator) and one that is member centric (membership). Selection
> of the model determines who is, to paraphrase a former American president,
> the final decider. Nothing more.
>
> Regardless of our choice as to model, I see no reason to deviate from the
> route suggested by California statute for the removal of directors or on
> any other issue of structural detail. The California PBC statute is tried,
> true and tested. There is case law to buttress the statutes. The statute is
> not risky and untried, as are our other options. It is made as a uniform
> whole, with deference to potential conflicts. Stability is my principle
> concern and, as such, I prefer all choices we make to mirror the statute
> unless there are strong, special reasons unique to ICANN to deviate from
> the proven, stable structure of the typical California nonprofit
> corporation. On this particular issue I see none.
>
> Best,
>
> Ed
>
>
>
> ________________________________
> From: "Chris Disspain" <ceo at auda.org.au <javascript:;><mailto:
> ceo at auda.org.au <javascript:;>>>
> Sent: Friday, October 9, 2015 12:43 AM
> To: "Robin Gross" <robin at ipjustice.org <javascript:;><mailto:
> robin at ipjustice.org <javascript:;>>>
> Cc: wp1 at icann.org <javascript:;><mailto:wp1 at icann.org <javascript:;>>,
> "CCWG Accountability" <accountability-cross-community at icann.org
> <javascript:;><mailto:accountability-cross-community at icann.org
> <javascript:;>>>
> Subject: Re: [WP1] Agenda - WP1 mtg - 9 Oct 2015 at 1730-1930 UTC
>
> Hi Robin,
>
> What’s your position on whether it should be the electing SO/AC that can
> recall or a wider group?
>
>
>
> Cheers,
>
>
>
> Chris
>
> On 9 Oct 2015, at 10:39 , Robin Gross <robin at ipjustice.org <javascript:;>
> <mailto:robin at ipjustice.org <javascript:;>>> wrote:
>
> Not sure I can make the call tomorrow, so I'll state my position against
> restrictions to individual director recall rights now.
>
> Considering the only public comment calling for limitations on the
> community's right to recall the individual board members was from the board
> itself, and the consensus has consistently been for NOT restricting recall
> rights, but for providing rationales for recalls, I don't understand why we
> are forced to continue to beat this dead horse.  If two public comment
> periods have not been enough to create anything close to consensus to
> restrict the community's board recall rights, let's put this issue to bed
> and focus on the issues where the community is far more divided.
>
> Thanks,
> Robin
>
> On Oct 8, 2015, at 1:57 PM, Jordan Carter wrote:
>
> Hi all
>
> Here is the proposed agenda for our next call: Friday 9 October at 17h30
> UTC for up to two hours.
>
> Could all those proposing documents for this meeting please circulate them
> ASAP, with an email subject line that identifies what your document is?
>
>
> 1. Review of Agenda
>
> 2. Second review of comments analysis:
>
> a) Budget power
> b) Affirmation of Commitments
> c) Community Forum
> d) Community Mechanism as Sole Member / The Model
> e) Recall of ICANN Board
>
> 3. Approach to documenting our work for 12-Oct deadline
>
> 4. Any Other Business
>
>
> Please advise any further / other agenda items...
>
>
> thanks,
> Jordan
>
> --
> Jordan Carter
>
> Chief Executive
> InternetNZ
>
> +64-4-495-2118 (office) | +64-21-442-649 (mob)
> Email: jordan at internetnz.net.nz <javascript:;><mailto:
> jordan at internetnz.net.nz <javascript:;>>
> Skype: jordancarter
> Web: www.internetnz.nz<http://www.internetnz.nz/>
>
> A better world through a better Internet
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