[CCWG-ACCT] A modest proposal to start the week

[Greg Shatan]

If we are relying on the Board, but have no recourse if that reliance is
misplaced, then it is no longer a power.  It is instead a dispensation at
the pleasure of the Board.

Indeed, these powers (particularly the power to approve/veto a budget or
strategic plan) may not even be valid in the absence of a member set-up,
since we are seeking to trump the Board's judgment and even their exercise
of fiduciary duty.  This is far more realistic in a membership non-profit,
for the following reason.

Membership fundamentally changes the "shape" of a nonprofit corporation. A
member nonprofit must be accountable to its members in a way that simply
does not exist without members.​  The Board of a membership nonprofit board
owes a fiduciary duty (among other duties) to its membership as well as to
the corporation.  As I understand it, this is a fundamental basis for the
reason that members are given the exceptional powers they have, and that
are not given to other participants in or beneficiaries of a nonprofit
corporation.

Greg

On Mon, Jun 1, 2015 at 6:08 PM, Alan Greenberg <alan.greenberg at mcgill.ca>
wrote:

> To the extent that we ware willing to rely on a Board with good faith to
> honour the Bylaws (as they have to date - a Board could have removed the
> concept of AC/SO Directors if they had chosen), I beleive that is indeed
> correct.
>
> Alan
>
>
> At 01/06/2015 03:42 PM, Roelof Meijer wrote:
>
>> Alan,
>>
>> "The prime power is to challenge ICANN on its decisions and
>> to ratify some of those decisions²
>>
>> The way I understand it, we do not need either UA¹s or ICANN to become a
>> membership organization, to do that
>>
>> Best,
>>
>> Roelof
>>
>>
>>
>>
>> On 01-06-15 16:59, "Alan Greenberg" <alan.greenberg at mcgill.ca> wrote:
>>
>> >I support Avri.
>> >
>> >First, suing ICANN is NOT the only power they have. That is a last
>> >resort power that we are told will never (well nearly never) be
>> >exercised. The prime power is to challenge ICANN on its decisions and
>> >to ratify some of those decisions. As described in the community
>> >mechanisms in the CCWG Draft Proposal.
>> >
>> >We are putting these mechanisms in place because we have a lack of
>> >trust in the good judgement of the Board. But we are will now have an
>> >AC/So either appoint individuals, or appoint individuals to a UA. And
>> >since that AC/SO has no legal status, it cannot "enforce" that its
>> >representatives are truly following their directives. But we will
>> >trust them because they are part of our community. But if we appoint
>> >this same person to the Board, they are no longer trustworthy.
>> >
>> >And no doubt these views are also out of order.
>> >
>> >Alan
>> >
>> >At 01/06/2015 10:45 AM, Avri Doria wrote:
>> >
>> >
>> >>On 01-Jun-15 10:35, Malcolm Hutty wrote:
>> >> > What is it you fear that these "unaccountable UA" might do?
>> >>
>> >>That they not be accountable to the stakeholder they are allegedly
>> >>accountable to.
>> >>
>> >>As has been brought up by more than one of our advisers, if they are the
>> >>main point of ICANN accountability, it must be possible to guarantee
>> >>their accountability as much as we need to guarantee the Board's
>> >>accountability when it hold the token for ICANN accountability.
>> >>
>> >>Having been a member or observer of many of these entities I have fond
>> >>that they are often disorganized, ruled by a few strong personalities in
>> >>a sea of apathy, and given to making up rules on the fly when needed.
>> >>They do not even necessarily follow the rules htey have agreed to in the
>> >>charers, though some do, not all of them.  And for the most part, though
>> >>they are supposed to transparent, most aren't.
>> >>
>> >>So what i fear is that they are accountable to none except the few
>> >>strong personalities.
>> >>
>> >>So if we want to base our trust in ICANN on a membership model, we need
>> >>to make sure it is at least as accountable as what we have now.
>> >>
>> >>avri
>> >>
>> >>
>> >>
>> >>
>> >>
>> >>---
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>> >>http://www.avast.com
>> >>
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>> >
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>
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