[CCWG-ACCT] Bylaws changes not specified in proposal (was: DRAFT NEW ICANN BYLAWS - 2 April 2016 version)

Sun Apr 3 21:31:54 UTC 2016

Issue 6 reads (in part): "There remains the 
ability for the Board to remove directors without 
cause, but only after a ¾ vote of the Board and 
consent of the EC.  However, the proposal is 
silent on how the Board could obtain the consent of the EC."

As far as I can recall, the proposal is silent on 
this entire matter, not only on how the EC could 
consent. I recall no restriction being made by 
the CCWG on the right of the Board to remove its Members.

I SUSPECT I understand why this is there. 
Specifically, under the current Bylaws, Directors 
are appointed to the Board by the AC/SOs and 
NomCom, but there is nothing in the California 
Corporations Code (CCC) that really sactions this 
process. It exists because it is written in the 
Bylaws and no one has chosen to question it. 
Since we are now appointing directors using a 
Designator, a formal CCC process, I suspect that 
other parts of the CCC do not allow the removal 
of Directors without Designator approval.

Another change I noted was the introduction of 
the concept of the EC Council. I support it and 
in fact the ALAC had drawn attention to a need 
for such a body, but it should really be flagged 
as a construct that was needed to allow the 
Bylaws to be clearly drafted (and then followed!)

Perhaps I slept through parts of some meetings 
and did not read the document sufficient well, 
but if so, several other people I checked with had the identical lapses.

It would be REALLY good if changes demanded by 
the CCC or by the necessity to draft clear Bylaws 
were highlighted so we do not end up needlessly chasing red herring concerns.

Alan

At 03/04/2016 08:16 AM, Mathieu Weill wrote:
>Dear colleagues,
>
>In anticipation of our calls this week, please 
>find below a note from the lawyers group, the 
>draft bylaws as well as an issue list.
>
>It is important to read the lawyers notes as 
>they quite efficiently describe the context and 
>status of the work. Please review them for any process related question.
>
>The purpose of our calls this week will be to 
>address the issue list questions (questions 1-7 
>& 25-34 are for the CCWG, the others for CWG).
>
>Should any other issue be added to the list 
>based on your respective reviews, please raise 
>your questions on the list for transparency.
>
>Best regards,
>
>Mathieu
>---------------
>Depuis mon mobile, dÃ©solÃ© pour le style
>
>DÃ©but du message transfÃ©rÃ© :
>
>>ExpÃ©diteur: John Jeffrey via bylaws-coord 
>><<mailto:bylaws-coord at icann.org>bylaws-coord at icann.org>
>>Date: 3 avril 2016 13:16:28 UTC+2
>>Destinataire: <mailto:bylaws-coord at icann.org>bylaws-coord at icann.org
>>Cc: "Flanagan, Sharon" 
>><<mailto:sflanagan at sidley.com>sflanagan at sidley.com>, 
>>"Cc: Zagorin, Janet S." 
>><<mailto:jzagorin at sidley.com>jzagorin at sidley.com>, 
>>"Hilton, Tyler" 
>><<mailto:thilton at sidley.com>thilton at sidley.com>, 
>>  ICANN-Adler 
>><<mailto:ICANN at adlercolvin.com>ICANN at adlercolvin.com>, 
>>"Hofheimer, Joshua T." 
>><<mailto:jhofheimer at sidley.com>jhofheimer at sidley.com>, 
>>"Mohan, Vivek" 
>><<mailto:vivek.mohan at sidley.com>vivek.mohan at sidley.com>, 
>>"Clark, Michael A." 
>><<mailto:mclark at sidley.com>mclark at sidley.com>, 
>>"Boucher, Rick" 
>><<mailto:rboucher at sidley.com>rboucher at sidley.com>, 
>>Sidley ICANN CCWG 
>><<mailto:sidleyicannccwg at sidley.com>sidleyicannccwg at sidley.com>, 
>>"Kerry, Cameron" 
>><<mailto:ckerry at sidley.com>ckerry at sidley.com>, 
>>"McNicholas, Edward R." 
>><<mailto:emcnicholas at sidley.com>emcnicholas at sidley.com>, 
>>Daniel Halloran 
>><<mailto:daniel.halloran at icann.org>daniel.halloran at icann.org>, 
>>Amy Stathos 
>><<mailto:amy.stathos at icann.org>amy.stathos at icann.org>, 
>>"Boelter, Jessica C.K." 
>><<mailto:jboelter at sidley.com>jboelter at sidley.com>, 
>>"Fuller, Miles" 
>><<mailto:wfuller at sidley.com>wfuller at sidley.com>, 
>>  "Tam, Tennie H." <<mailto:tennie.tam at sidley.com>tennie.tam at sidley.com>
>>Objet: [bylaws-coord] DRAFT NEW ICANN BYLAWS - 2 April 2016 version
>>RÃ©pondre Ã : John Jeffrey 
>><<mailto:john.jeffrey at icann.org>john.jeffrey at icann.org>
>>
>>Dear Bylaws Coordination Group,
>>
>>Please find attached a document – DRAFT NEW 
>>ICANN BYLAWS (vers. 2Apr) (â€œDRAFT BYLAWSâ€) 
>>for your review and discussion. As you will 
>>recall the last full draft was provided to you 
>>on 18 March, with the promise to provide 
>>another full turn of the DRAFT BYLAWS for your 
>>review today on 2 April.  The DRAFT BYLAWS 
>>attached is the current working draft among the 
>>legal drafting group.  There is also an Issue 
>>List attached, which are a set of additional 
>>questions and clarifications requested from the Bylaws Coordination Group.
>>
>>  We ask that you share the attachments with 
>> your CCWG, ICG and CWG colleagues who will be 
>> reviewing this during this critical work week
>>
>>Recent Work – During the past two weeks tthe 
>>legal drafting group, made up of Sidleyâ€™s 
>>team, Adlerâ€™s team and ICANN's Legal team 
>>reviewed and worked through mark ups and 
>>redrafts of the various sections of new ICANN 
>>Bylaws.  Also, we have held four separate 
>>meetings with the Bylaws Coordination Group 
>>during this two-week period asking questions 
>>and incorporating that feedback into the new 
>>draft.  There is likely to be the need for some 
>>additional discussions as we work toward a 
>>public comment version of the new ICANN bylaws.
>>
>>More Work to Do – There is sttill work to do on 
>>the DRAFT BYLAWS, in identifying and working 
>>through any remaining provisions in the draft 
>>that are not clear, finding any remaining open 
>>issues, improving the provisions, and polishing 
>>the draft before publication for public 
>>comment.  The legal teams remain engaged in 
>>review mode and are available for questions and comments during this period.
>>
>>Legal Teams have not yet â€œcertifiedâ€ – 
>>Since aa) the Bylaws Coordination Group, CWG 
>>and CCWG have not yet reviewed and reacted to 
>>these DRAFT BYLAWS, b) there are still 
>>remaining open issues, and c) there is still 
>>review and polishing to be done by the legal 
>>teams – the legal teams have not indicated yet 
>>that the current DRAFT BYLAWS fully meets the 
>>recommendations within the Proposals.
>>
>>As we have indicated above there is still work 
>>to be done, including receiving the feedback 
>>from those reviewing these DRAFT BYLAWS this 
>>week before the legal teams will be in a 
>>position to certify the posting version for Public Comment
>>
>>Next Steps –
>>
>>1)   Now until 13 April –“ members of CCWG, 
>>CWG, Bylaws Coordination Group, Board and ICG 
>>to complete review of these DRAFT BYLAWS and provide feedback to legal teams;
>>
>>2)   Now until 18 April, (with particular focus 
>>during week of 13-18 April) – legal teams to 
>>update DRAFT BYLAWS woorking in coordination with the Bylaws Drafting Group;
>>
>>3)   20 April – posting date forr public 
>>comment period for new proposed bylaws – with 
>>llegal teams supporting that the new proposed 
>>bylaws meets the proposal recommendations.
>>
>>———
-------------- next part --------------
An HTML attachment was scrubbed...
URL: <http://mm.icann.org/pipermail/accountability-cross-community/attachments/20160403/905bbdb5/attachment.html>