[CCWG-ACCT] Proposal for a Community Veto Process on Key Board Decisions via Bylaws Amendment

[Roelof Meijer]

So Robin,

This is what you meant with your question just now?

Cheers,

Roelof

From: Roelof Meijer <roelof.meijer at sidn.nl<mailto:roelof.meijer at sidn.nl>>
Date: donderdag 5 februari 2015 11:36
To: Robin Gross <robin at ipjustice.org<mailto:robin at ipjustice.org>>
Cc: "wp1 at icann.org<mailto:wp1 at icann.org>" <wp1 at icann.org<mailto:wp1 at icann.org>>, Accountability Cross Community <accountability-cross-community at icann.org<mailto:accountability-cross-community at icann.org>>
Subject: Re: [CCWG-ACCT] Proposal for a Community Veto Process on Key Board Decisions via Bylaws Amendment

Thanks for clarifying that, Robin.
With regard to recalling board members, you write "I see this provision of a recall mechanism as being an entirely separate tool”. Are you sure this will be possible under Californian law, given the fact that you submit that „the board [should] still maintain the requisite ultimate direction and control that is required by California corporations law”.
It would seem that giving some structure the ability to recall the board, takes the ultimate direction and control away from the board.
Or would that have to be arranged through the bylaws and would then be covered by 5210:

 „..Subject to the provisions of this part and any limitations in the articles or bylaws relating to action required to be approved by the members(Section 5034), or by a majority of all members

Best,

Roelof

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