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

[Robin Gross]

Precisely.  And the Jones Day lawyer did say the community to over turn board decisions.  Too bad that wasn't included in the memo about whether or not the community could overturn the board.  His admission that the community can overturn a board decision is contrary to what the memo says.

Best,
Robin

On Feb 9, 2015, at 3:18 AM, Roelof Meijer wrote:

> So Robin,
> 
> This is what you meant with your question just now?
> 
> Cheers,
> 
> Roelof
> 
> From: Roelof Meijer <roelof.meijer at sidn.nl>
> Date: donderdag 5 februari 2015 11:36
> To: Robin Gross <robin at ipjustice.org>
> Cc: "wp1 at icann.org" <wp1 at icann.org>, Accountability Cross Community <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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