[CCWG-ACCT] Question regarding UAs
Rudolph Daniel
rudi.daniel at gmail.com
Thu May 21 16:25:07 UTC 2015
Dear
As just another member of the community, trying to stay the course on
accountability measures, I am inclined to agree with Mr Zuck here and add
No.3...
No enforceable accountability measures equals no IANA transition. Because
my understanding of the process is, ' enforceable accountability measures
need to be at minimum have the weight of the present NTIA AoC.
But I have a question, ..is the board's fiduciary responsibility currently
subservient to its responsibility to the global community?
If so, then we the community needs to design a toolkit to manage the
possible COI that may threaten the well being of the board to serve its
community.
https://www.icann.org/resources/pages/governance/coi-en
I guess that there may be semantics here, but implementation surely is the
acid test and would the NTIA agree?
RD
On May 21, 2015 2:35 AM, "Jonathan Zuck" <JZuck at actonline.org> wrote:
> +1 Greg
>
> The long diatribes in this thread represent some sort of warped beauty
> contest between the board the community and, in my opinion, are *totally* irrelevant.
> Here’s the point:
>
>
> 1. Everyone agrees (or says they do) that the board should be
> accountable to the community
> 2. Without enforceability this is no accountability.
>
> That’s it. Period. The rest is kabuki theater. Putting the word
> accountability in the name of some initiative doesn’t mean any
> accountability has actually been created. If you cannot be “held to
> account” there is no accountability. Why are we making this so complicated?
> The rest is implementation details.
>
> Jonathan
>
>
>
> From: Greg Shatan
> Date: Thursday, May 21, 2015 at 7:34 AM
> To: Chris Disspain
> Cc: Accountability Cross Community
> Subject: Re: [CCWG-ACCT] Question regarding UAs
>
> Chris,
>
> Though you say that Becky is spot on, you seemed to miss her point--
> that this is not about litigation, this is about checks and balances.
>
> If the present were as utopian as you say it is, we would not be having
> this conversation.
>
> If the future were likely to be as dystopian as you project it to be, no
> one in their right mind would propose what the CCWG is proposing. Indeed,
> no one would ever have a membership non-profit, this future, where we have
> a rogue board and a litigation-happy community, at least one of which seems
> to be getting it utterly wrong as to ICANN's mission, seems straight out of
> "Mad Max."
>
> The creation of an a legally viable set of accountability measures does
> not spell the end of the multi stakeholder model, it heralds its
> maturation. If the ICANN community is not ready to take on the
> responsibilities of membership (where members sit above the board in
> certain circumstances) we have bigger problems than this. Maybe we're not
> ready for the NTIA to cut the (umbilical) cord. Thankfully, I don't
> believe that's the case -- I think we are ready, willing and able and
> ICANN the corporation and ICANN the community will both be the better for
> it. As will the Internet.
>
> Greg
>
> On Wednesday, May 20, 2015, Chris Disspain <ceo at auda.org.au> wrote:
>
>> Becky, Keith, Jordan, All,
>>
>> Thank you. I think Becky is spot on and has illustrated to me that I am
>> not being as clear as I need to be.
>>
>> First, let’s be clear what we mean by “the Board’s responsibility to
>> act in the best interests of the corporation”. The best interests of the
>> corporation are defined by ICANN’s mission. And the fiduciary duty of
>> the Board means (as Sidley have said in one of their memos) that Directors
>> are obligated by these duties to disregard a process or decisions that do
>> not comply with law or the mission or core purpose of ICANN as articulated
>> in the bylaws. This in turn means that the community, even with bylaw or
>> contractual provisions, cannot compel the board to act in a manner contrary
>> to the duties.
>>
>> Second, I would like to use a step-by-step scenario to explain where my
>> concerns lie. Under the CCWG’s currently proposed mechanisms:
>>
>> 1. The community, pursuant to powers defined in a “fundamental bylaw”,
>> and through a vote of that meeting the required threshold for support,
>> directs the Board to do X
>> 2. The Board refuses to do X because it maintains that X is outside of
>> the mission of ICANN
>> 3. The community triggers escalation mechanisms
>> 4. Escalation proceeds to binding arbitration (as defined by another
>> fundamental bylaw)
>> 5. The arbitrator finds in favour of the community and directs ICANN to
>> do X
>> 6. The Board refuses to act, citing, again, that it believes the action
>> is outside of ICANN’s mission
>> 7. After the necessary community votes etc., the community now heads to
>> court. In the State of California.
>>
>>
>> As I understand it, the role of the court in this scenario would be to
>> determine whether the Board is acting in a way that is serving the
>> public interest within ICANN’s mission. It would not be to decide whether,
>> on balance, the community was ‘more right’ than the Board.
>>
>> Right now as a global multi-stakeholder body we decide the nuances of
>> the meaning of ICANN’s mission and the way ICANN acts under that mission by
>> using the multi-stakeholder process and by compromise and nuanced decision
>> making.
>>
>> If we agree to the CCWG recommendations we will not be handing ultimate
>> authority to the members but rather we will be handing ultimate authority
>> to a state based American court and allowing it to make binding and
>> precedent setting decisions about the interpretation of ICANN’s mission.
>>
>> Does the ICANN community really want the specific nuances of ICANN’s
>> mission to be held up to scrutiny and have decisions made, at the highest
>> level, through such a mechanism? Whilst that may give comfort to, for
>> example, US members of the intellectual property community or US listed
>> registries, it gives me no comfort whatsoever.
>>
>>
>> Cheers,
>>
>>
>> Chris Disspain | Chief Executive Officer
>>
>> .au Domain Administration Ltd
>>
>> T: +61 3 8341 4111 | F: +61 3 8341 4112
>>
>> E: ceo at auda.org.au | W:www.auda.org.au
>>
>> auDA – Australia’s Domain Name Administrator
>>
>>
>> *Important Notice* *- *This email may contain information which is
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>> must not use, disclose or copy any part of this email. If you have received
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>> immediately. Please consider the environment before printing this email.
>>
>> On 21 May 2015, at 07:51 , Burr, Becky <Becky.Burr at neustar.biz> wrote:
>>
>> The “enforceability" issue is not about litigation at all, and it isn’t
>> really about whether the Board or some newly invented group is more
>> likely to get it right. Rather, it’s about checks and balances. Without
>> the membership structure, the revised bylaws that empower the community to
>> block certain actions, for example, are by definition advisory – they
>> impose no *legal* obligation whatsoever on the Board and staff. I
>> don’t dispute that the Board would have a compelling interest in respecting
>> community input, but as a legal matter without the membership structure, the
>> Board would be *required* to treat any community vote to block, for
>> example, as merely advisory and would have an affirmative obligation to do
>> what it concludes is consistent with its fiduciary duty. The membership
>> model affirmatively shifts some of that fiduciary responsibility to the
>> community. It’s not a statement of who is right or wrong, but who has
>> authority. Steve raises a reasonable question about how the
>> members/unincorporated associations are accountable to their respective
>> communities. But IMHO, the legitimate questions and concerns in this
>> debate are getting obscured by polarizing language and assertions that
>> it’s inappropriate to express a particular point of view.
>>
>> The argument that there are no examples of situations that did result
>> or would have resulted in the community acting as one against an action or
>> decision of the ICANN Board.” The community has never had any authority
>> or tool to do so, so the fact that it never has is irrelevant and the
>> assertion that it would not have is speculation. I certainly would have
>> tried to get the community to overturn the Board’s decision to abandon the
>> substantive standard for IRPs in favor of the “good faith” test. As it
>> happens, none of the existing review and redress mechanisms would have
>> worked in that case, and they probably wouldn’t work in the future
>> either.
>>
>>
>>
>> J. Beckwith Burr
>> *Neustar, Inc. /* Deputy General Counsel and Chief Privacy Officer
>> 1775 Pennsylvania Avenue NW, Washington, DC 20006
>> Office: + 1.202.533.2932 Mobile: +1.202.352.6367 /
>> becky.burr at neustar.biz / www.neustar.biz
>>
>> From: Steve DelBianco <sdelbianco at netchoice.org>
>> Date: Wednesday, May 20, 2015 at 12:37 PM
>> To: "Chartier, Mike S" <mike.s.chartier at intel.com>, Steve Crocker <
>> steve at shinkuro.com>, Keith Drazek <kdrazek at verisign.com>
>> Cc: Accountability Community <accountability-cross-community at icann.org>
>> Subject: Re: [CCWG-ACCT] Question regarding UAs
>>
>> I don’t think there’s any question that the Board’s primary duty (not
>> their only duty) is to ICANN the Corporation. In addition to Mike’s
>> citation of ICANN bylaws Section 7 (below), see ICANN’s Management
>> Operating Principles (2008):
>>
>>
>> "The third and perhaps most critical point of tension is between the
>> accountability to the participating community to perform functions in
>> keeping with the expectations of the community and the corporate and legal
>> responsibilities of the Board to meet its fiduciary obligations.”
>>
>> Source: ICANN Accountability & Transparency Frameworks and
>> Principles, Jan-2008, p.5, at
>> https://www.icann.org/en/system/files/files/acct-trans-frameworks-principles-10jan08-en.pdf
>> <https://urldefense.proofpoint.com/v2/url?u=https-3A__www.icann.org_en_system_files_files_acct-2Dtrans-2Dframeworks-2Dprinciples-2D10jan08-2Den.pdf&d=AwMGaQ&c=MOptNlVtIETeDALC_lULrw&r=62cJFOifzm6X_GRlaq8Mo8TjDmrxdYahOP8WDDkMr4k&m=N94BFwt7XlN1luKY2YsAlg92HkXfJ8UfYuQCH-3B3bY&s=-nHIJ38MbHZo2QiXUiLPqBi6YeaesFEbRqTO3RL3Jew&e=>
>>
>>
>>
>> From: "Chartier, Mike S"
>> Date: Wednesday, May 20, 2015 at 9:56 AM
>> To: Steve Crocker, Keith Drazek
>> Cc: Accountability Cross Community
>> Subject: Re: [CCWG-ACCT] Question regarding UAs
>>
>> No comment on actual practice, but from a textual basis (which is
>> what matters now since we are debating new text), I can’t see any
>> inconsistency between the following statements:
>>
>> “Directors shall serve as individuals who have the duty to act in what
>> they reasonably believe are the best interests of ICANN and not as
>> representatives of the entity that selected them, their employers, or any
>> other organizations or constituencies.”
>> “the ICANN Board, which has a fiduciary obligation to first serve the
>> interests of the corporation,”
>>
>>
>>
>> *From:*accountability-cross-community-bounces at icann.org [
>> mailto:accountability-cross-community-bounces at icann.org] *On Behalf Of *Steve
>> Crocker
>> *Sent:* Wednesday, May 20, 2015 9:47 AM
>> *To:* Drazek, Keith
>> *Cc:* Accountability Cross Community
>> *Subject:* Re: [CCWG-ACCT] Question regarding UAs
>>
>> I didn’t take it personally. I took it as a factually inaccurate
>> statement that creates misunderstanding. Future boards are bound by the
>> same rules as the past and current boards. The language you used is taken
>> by many as a basis for believing there is a significant difference in
>> alignment toward public responsibility between the ICANN Board and some
>> newly invented grouping of community members. It ain’t so and it’s
>> inappropriate to suggest so.
>>
>> Steve
>>
>>
>> On May 20, 2015, at 9:39 AM, Drazek, Keith <kdrazek at verisign.com>
>> wrote:
>>
>>
>> Steve,
>>
>>
>> With all due respect, I think you’re taking this too personally and/or
>> making it too personal. This is not about the current ICANN Board.
>>
>> None of us know what future ICANN Boards will do, or what future ICANN
>> Boards will permit ICANN’s management to do. Will future Boards always
>> exercise appropriate oversight over management? Could there be instances
>> where ICANN’s legal counsel advises a future Board to make a decision that
>> is counter to the interests of the community to protect the financial
>> interests of the corporation?
>>
>> I see the proposed community membership structure simply as a check on
>> the power of the Board, nothing more. It’s not about “controlling” or
>> replacing the Board. The Board has its legitimate function, but its
>> decisions cannot be unchallengeable. The community must have the ability to
>> tell the Board it got a decision wrong and to enforce the will of the
>> multi-stakeholder community in rare/limited instances and based on a very
>> high threshold of community agreement/consensus.
>>
>> I would certainly trust the proposed community members, representing
>> their SOs and ACs, to be balanced, inclusive and trustworthy in protecting
>> the interests of the overall community -- in their role as the
>> aforementioned check on the powers of the Board. Not as a replacement.
>>
>> Would you trust a future Board of sixteen unknown individuals more
>> than you trust the multi-stakeholder, bottom-up, consensus-based community
>> and process? It appears so.
>>
>> I stand by and reaffirm my previous email. I hope my clarification
>> helps.
>>
>> Sincerely,
>>
>> Keith
>>
>>
>> *From:* Steve Crocker [mailto:steve at shinkuro.com]
>> *Sent:* Wednesday, May 20, 2015 8:27 AM
>> *To:* Drazek, Keith
>> *Cc:* Stephen D. Crocker; Chris Disspain; Accountability Cross Community;
>> mshears at cdt.org; egmorris1 at toast.net
>> *Subject:* Re: [CCWG-ACCT] Question regarding UAs
>>
>>
>> On May 20, 2015, at 7:44 AM, Drazek, Keith <kdrazek at verisign.com>
>> wrote:
>>
>>
>>
>> Hi Chris,
>>
>> I think there's a fundamental flaw in your assessment. You appear to
>> be looking at this question through the lens of the past and present, where
>> NTIA holds the enforcement function ("enforceability") through its ability
>> to rebid and transfer the IANA functions contract if the ICANN Board and
>> management acts inappropriately. That is the existing and necessary check
>> on the Board's decision-making power.
>>
>> Without NTIA in its current role, the community MUST have the ability
>> to check the Board's power, and the only way to secure that check is to
>> create legal enforceability. Otherwise, the Board has ultimate authority,
>> even if its decisions are inconsistent with the interests and desires of
>> the community ICANN is supposed to serve.
>>
>> You are proposing a transfer of power from NTIA to the ICANN Board,
>> which has a fiduciary obligation to first serve the interests of the
>> corporation. Alternatively, proponents of legal enforceability are in favor
>> of transferring final authority to ICANN's multi-stakeholder community.
>>
>> Keith, Edward and Edward,
>>
>> We have covered the point above several times and it’s long past time
>> to stop throwing this half-trust around. Yes, ICANN is legally a
>> corporation, and, yes, directors of a corporation have a duty to protect
>> the corporation. But that generality has a far different meaning in a for
>> profit corporation like Verisign than it does in a not-for-profit public
>> benefit corporation like ICANN. The directors are obliged to pursue the
>> purpose and mission stated in the incorporation papers and the bylaws. The
>> directors serve the community, and we do so by exercising oversight over
>> the corporation toward that end.
>>
>> There will always be differences of opinion about the particular
>> details, but those sorts of differences of opinion will arise in *any*
>> governance model. The prevailing assumption in much of the correspondence
>> on this list is that the proposed members will somehow be more balanced,
>> more inclusive and more trustworthy in protecting the interests of the
>> overall community than the ICANN Board is. That’s simply false. And I
>> think you know that it is.
>>
>> Please correct yourself and apologize.
>>
>> Thanks,
>>
>> Steve
>>
>>
>>
>>
>>
>>
>>
>> We should all be looking at this through the lens of the future, when
>> NTIA no longer holds the tether and is only participating through the GAC.
>> How do we, the multi-stakeholder community, ensure that ICANN and its
>> future Boards and management are truly accountable once the NTIA back-stop
>> is gone?
>>
>> The answer is to ensure the Board's decisions, in very limited areas,
>> can be challenged and overturned by a significant majority of the
>> community. We need to protect against the "catastrophic" scenario you
>> referenced. According to our independent legal advisors, the best (and
>> perhaps only) way to guarantee this is through legal enforceability.
>>
>> You asked, *"Is addressing this most unlikely scenario worth the
>> significant structural changes a membership model would require?" *I
>> believe the answer is yes. Not only worth it, but necessary.
>>
>> Regards,
>> Keith
>>
>>
>>
>> On May 20, 2015, at 2:40 AM, Chris Disspain <ceo at auda.org.au> wrote:
>>
>> For clarity, the last sentence of paragraph 8 below should read:
>>
>> "However, I cannot think of a single example of a failure throughout
>> the history of ICANN that did result or would have resulted in the
>> community acting as one against an action or decision of the ICANN Board."
>>
>>
>>
>>
>>
>> Cheers,
>>
>>
>>
>> Chris
>>
>>
>> On 20 May 2015, at 16:13 , Chris Disspain <ceo at auda.org.au> wrote:
>>
>> Jordan, All,
>>
>> Thank you Jordan, for attempting to bring some focus to the current
>> discussion about the UA model, membership structures and all of the related
>> issues.
>>
>> First of all, I want to acknowledge that I concur with you on a
>> number points.
>>
>> I agree that we need to develop a model that disrupts ICANN’s
>> operation as little as possible. We can argue about how much disruption is
>> either possible or preferable, but the principle is agreed.
>>
>> I also agree that levels of accountability are not “up to scratch”
>> and, irrespective of the model we arrive at post-transition, these need to
>> be improved. Many of the improvements proposed by the CCWG: to the IRP,
>> reconsideration mechanisms and the role of the ombudsman, the introduction
>> of fundamental bylaws and binding arbitration, and the empowerment of the
>> community to spill the ICANN Board, are also supported.
>>
>> However, where I disagree with you is in respect to the absolute need
>> for an *additional* mechanism, to supersede the current IANA functions
>> contract, in order to ensure that the community can ‘control’
>> the Board because it has the right to bring a legal action in a US court.
>>
>> I disagree with the characterisation that the purpose of the CCWG’s
>> work is to wrest “control” from the ICANN Board and deliver it to the
>> community. From your email, I gather that you are fundamentally tying the
>> concept of control to “enforceability”, neither of which are goals for the
>> current process. Rather, I believe we are aiming to deliver a structure
>> where ICANN and its Board are held accountable to the community, via the
>> number of improvements I mentioned above.
>>
>> The need to assert absolute “control” or enforceability could only
>> arise in the most catastrophic of circumstances. If we assume a situation
>> where proposed mechanisms for escalation, independent review, *binding *arbitration
>> and direct instruction by the SOs and ACs are not acknowledged by ICANN,
>> wouldn’t the entire multi-stakeholder model be irreparably broken? Is
>> addressing this most unlikely scenario worth the significant structural
>> changes a membership model would require?
>>
>> Further, you refer to a “long list” of community concerns about
>> ICANN’s current operations. I wonder whether these concerns are actually
>> held by individuals (or individual constituencies) on particular issues and
>> have been aggregated in to a larger picture of overall community
>> dissatisfaction? Concerns by distinct groups on particular topics can
>> certainly be dealt with by the increased robustness proposed to ICANN’s
>> bylaws and operations. However, I cannot think of a single example of a
>> failure throughout the history of ICANN that did result or would have
>> resulted in the community as one against an action or decision of the ICANN
>> Board.
>>
>> To be clear – I am 100% supportive of improvements to
>> accountability. I believe that the CCWG has initiated extremely useful work
>> in identifying these mechanisms.
>>
>> I remain unconvinced regarding the argument that
>> accountability=control=enforceability, and the subsequent recommendations
>> of the CCWG that arise from this assumption.
>>
>>
>> Cheers,
>>
>> Chris
>>
>>
>> On 20 May 2015, at 15:33 , Jordan Carter <jordan at internetnz.net.nz>
>> wrote:
>>
>> We need legal persons to be members of ICANN.
>>
>> They can be individual humans or they can be organisations.
>>
>> UAs are the lightest touch, most easily controlled, non-human form of
>> person that can fit this mould.
>>
>> I do not understand the propensity of parts of our community to
>> over-complicate things that look reasonably straight forward from other
>> points of view. Has ICANN always been like this? (Answers own question - it
>> can't have been, otherwise it would never be organised the way it is
>> today....)
>>
>> cheers
>> Jordan
>>
>>
>> On 20 May 2015 at 17:21, Alan Greenberg <alan.greenberg at mcgill.ca>
>> wrote:
>> Avri, I think that you are generally correct. We are putting this
>> entire infrastructure in place because we want to be able to take ICANN or
>> the Board to court if they do not follow the rules. I tend to agree with
>> the auDA comment that if it ever gets to that stage, we are REALLY in
>> trouble, and a simple court decision is not likelt to fix it.
>>
>> But that nothwithstanding, we supposedly ned that UA because they can
>> take legal action. But if the UA representatives do not listen to the
>> SO/AC. the SO/AC cannot take that rep to court, because the SO/AC has no
>> legal persona. So we are again left with a discontinuity where something is
>> largely unenforceable and we have to take it on faith that they will do the
>> right thing.
>>
>> Of course, the UA reps and the Board members we select are basically
>> drawn from the same pool, perhaps separated by a few years.
>>
>> The difference between a Board member and a UA rep is the Board member
>> has a duty to the corporation, and the UA rep can, in theory, be required
>> to take instruction from the SO/AC. But enforcing that theory may be the
>> rub.
>>
>> Alan
>>
>>
>> At 20/05/2015 12:41 AM, Avri Doria wrote:
>> Hi,
>>
>> I think I understand the argument about members becoming that to which
>> ICANN, and its Board, are responsible and accountable. From that
>> perspective it sounds really good.
>>
>> What I have having trouble understanding is an accountability structure
>> were there is a discontinuity between the SOAC and the UA. If each of
>> the Board designating SOAC were the UA, it think I would understand.
>> But I just do not see how the UA are accountable to the people and
>> organizations that participate in each of the SOAC. Yes, the SOAC
>> designates it UA representative, but how is (s)electing one of these any
>> more accountable than (s)electing the Board as we do now. Don't we just
>> move the perceived/possible unaccountability down a layer in the
>> hierarchy?
>>
>> I think I am as comfortable with complexity as the next person. And I
>> understand how in computer science any problem can solved by adding
>> another layer of indirection, but in this case the extra layer we are
>> creating does not seem to really be accountable to anyone but itself,
>> except by (s)election procedures.
>>
>> I am sure I am missing some critical bit of understanding and hope
>> someone can explain the chain of accountability in the membership
>> model. I feel that we are still hand-waving a bit in the explanations.
>> In a sense it seems as if we are creating a 'council' that is omnipotent
>> in the powers it is given, except that they can somehow be replaced.
>>
>> Thanks and apologies for my persistent confusion.
>>
>> avri
>>
>>
>>
>> On 20-May-15 01:14, Jordan Carter wrote:
>> > Hi all
>> >
>> > This thread is useful to tease out some of the questions and concerns
>> > and confusions with the UA model, and as rapporteur for the WP
>> > responsible for refining this part of the proposal I am reading it
>> avidly.
>> >
>> > I just want to take the opportunity to remind us all why membership
>> > (or something analogous) is an important aspect of the reforms we are
>> > proposing - no matter the precise details.
>> >
>> > At the moment without members, ICANN is fundamentally controlled by
>> > the Board. The only external constraint is the IANA functions contract
>> > with NTIA. The long list of community concerns and examples detailed
>> > by our earlier work in this CCWG shows that even with that constraint,
>> > accountability isn't up to scratch.
>> >
>> > We are working on a settlement without that NTIA contract.
>> > Accountability has to get better even *with* the contract.
>> > Fundamentally better, without it.
>> >
>> > Either we have a membership structure or some other durable approach
>> > that firmly embeds the stewardship of ICANN and the DNS in the ICANN
>> > community, or... we remain with Board control.
>> >
>> > Given ICANN's history, anyone who is advocating a continuation of
>> > Board control is arguing for a model that can't be suitably
>> > accountable, and that seems highly likely to fail over time, with real
>> > risks to the security and stability of the DNS.
>> >
>> > A real, fundamental source of power over the company absent the
>> > contract *has* to be established. The membership model is the most
>> > suitable one to achieve that that we have considered so far.
>> >
>> > So: we need to be creative and thoughtful in how we make that model
>> > work in a fashion that disrupts ICANN's general operation as little as
>> > possible. But the key there is "as possible." Real change is needed
>> > and much refinement and comment is needed.
>> >
>> > If there are proposals to achieve the same shift in control from ICANN
>> > the corporation to ICANN the community, I hope they come through in
>> > the comment period. So far, none have - but there are still two weeks
>> > of comments to go.
>> >
>> > cheers
>> > Jordan
>> >
>> >
>> > On 20 May 2015 at 10:45, Malcolm Hutty <malcolm at linx.net
>> > <mailto:malcolm at linx.net>> wrote:
>> >
>> > This whole thread seems to have massively overcomplicated the
>> > question.
>> >
>> >
>> > Unless I have missed something, the only reason we need "members"
>> > is to
>> > stand as plaintiff-of-record in a lawsuit against the ICANN Board
>> > complaining that the Board has failed to adhere to the corporations
>> > bylaws. Such a lawsuit would in reality be conducted by an SO or
>> > AC, but
>> > a person with legal personality needs to act as plaintiff-of-record.
>> >
>> > Why not simply proceed, as Samantha suggested, with the SOACs'
>> > Chairs as
>> > the members of the corporation? Could the Articles (or Bylaws, as
>> > appropriate) not simply identify the SOACs' Chairs as the members,
>> ex
>> > officio and pro tempore?
>> >
>> > An SOAC Chair that refused to act as plaintiff-of-record when
>> required
>> > to do so by his SOAC could simply be replaced. Likewise a Chair that
>> > went rogue and initiated a lawsuit without their consent.
>> >
>> > You can't make the SOAC a member without turning them into UAs,
>> > with all
>> > the attendent complexity. But I don't see that there should be any
>> > such
>> > problem with designating the chair of a SOAC, who will be a natural
>> > person, as a member of the corporation; the fact that the SOAC is
>> > not a
>> > UA is then irrelevant.
>> >
>> > In the event that there were any dispute as to whether a particular
>> > person is in truth an SOAC Chair, this would surely be a simple
>> > preliminary matter of fact for the court. It is surely beyond
>> dispute
>> > that if the Articles designated "Alan Greenberg" as the member, it
>> > would
>> > be a matter of fact as to whether or not the person before the
>> > court was
>> > indeed Alan Greenberg; surely it is the same as to whether the
>> person
>> > before the court is "the current Chair of ALAC", if that should be
>> > what
>> > is specified in the Articles?
>> >
>> > Malcolm.
>> >
>> > --
>> > Malcolm Hutty | tel: +44 20 7645 3523
>> > <tel:%2B44%2020%207645%203523 <%2B44%2020%207645%203523>>
>> > Head of Public Affairs | Read the LINX Public Affairs blog
>> > London Internet Exchange | http://publicaffairs.linx.net/
>> <https://urldefense.proofpoint.com/v2/url?u=http-3A__publicaffairs.linx.net_&d=AwMGaQ&c=MOptNlVtIETeDALC_lULrw&r=62cJFOifzm6X_GRlaq8Mo8TjDmrxdYahOP8WDDkMr4k&m=N94BFwt7XlN1luKY2YsAlg92HkXfJ8UfYuQCH-3B3bY&s=PujqDBGqGixKBOrunqLkoUHDthIag7v0xY8FdvW-Sx0&e=>
>> >
>> > London Internet Exchange Ltd
>> > 21-27 St Thomas Street, London SE1 9RY
>> >
>> > Company Registered in England No. 3137929
>> > Trinity Court, Trinity Street, Peterborough PE1 1DA
>> >
>> >
>> > _______________________________________________
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>> > Accountability-Cross-Community at icann.org
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>> >
>> https://mm.icann.org/mailman/listinfo/accountability-cross-community
>> <https://urldefense.proofpoint.com/v2/url?u=https-3A__mm.icann.org_mailman_listinfo_accountability-2Dcross-2Dcommunity&d=AwMGaQ&c=MOptNlVtIETeDALC_lULrw&r=62cJFOifzm6X_GRlaq8Mo8TjDmrxdYahOP8WDDkMr4k&m=N94BFwt7XlN1luKY2YsAlg92HkXfJ8UfYuQCH-3B3bY&s=Q-eiGB-sv0V29BiD3kbPQqSJQp1CknEJTAoowRdEcME&e=>
>> >
>> >
>> >
>> >
>> > --
>> > Jordan Carter
>> >
>> > Chief Executive
>> > *InternetNZ*
>> >
>> > 04 495 2118 (office) | +64 21 442 649 <%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 /
>> >
>> >
>> >
>> > _______________________________________________
>> > Accountability-Cross-Community mailing list
>> > Accountability-Cross-Community at icann.org
>> > https://mm.icann.org/mailman/listinfo/accountability-cross-community
>> <https://urldefense.proofpoint.com/v2/url?u=https-3A__mm.icann.org_mailman_listinfo_accountability-2Dcross-2Dcommunity&d=AwMGaQ&c=MOptNlVtIETeDALC_lULrw&r=62cJFOifzm6X_GRlaq8Mo8TjDmrxdYahOP8WDDkMr4k&m=N94BFwt7XlN1luKY2YsAlg92HkXfJ8UfYuQCH-3B3bY&s=Q-eiGB-sv0V29BiD3kbPQqSJQp1CknEJTAoowRdEcME&e=>
>>
>>
>> ---
>> This email has been checked for viruses by Avast antivirus software.
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>> _______________________________________________
>> Accountability-Cross-Community mailing list
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>> https://mm.icann.org/mailman/listinfo/accountability-cross-community
>> <https://urldefense.proofpoint.com/v2/url?u=https-3A__mm.icann.org_mailman_listinfo_accountability-2Dcross-2Dcommunity&d=AwMGaQ&c=MOptNlVtIETeDALC_lULrw&r=62cJFOifzm6X_GRlaq8Mo8TjDmrxdYahOP8WDDkMr4k&m=N94BFwt7XlN1luKY2YsAlg92HkXfJ8UfYuQCH-3B3bY&s=Q-eiGB-sv0V29BiD3kbPQqSJQp1CknEJTAoowRdEcME&e=>
>>
>>
>>
>> --
>>
>> Jordan Carter
>>
>> Chief Executive
>> *InternetNZ*
>>
>> 04 495 2118 (office) | +64 21 442 649 (mob)
>> jordan at internetnz.net.nz
>> Skype: jordancarter
>>
>> *A better world through a better Internet *
>> _______________________________________________
>> Accountability-Cross-Community mailing list
>> Accountability-Cross-Community at icann.org
>> https://mm.icann.org/mailman/listinfo/accountability-cross-community
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>>
>>
>> _______________________________________________
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>>
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>>
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>>
>>
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> https://mm.icann.org/mailman/listinfo/accountability-cross-community
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