[CCWG-ACCT] Further Board feedback on Inspection rights

Bruce Tonkin Bruce.Tonkin at melbourneit.com.au
Thu Jan 14 06:25:08 UTC 2016

First, the Board agrees with an inspection right that limited to accounting books and records.  The Board also agrees that the inspection right can be invoked by a single SO or AC.  The inspection right, however, does not need to be a right reserved to the Sole Designator.  As explained in the Board's Comments on the Third Draft Proposal, the inspection right should be a community right, and not a right reserved to the Sole Designator.   Giving the Sole Designator a right of inspection - as opposed to making it a right held by the community - represents a significant and inappropriate change to the Sole Designator.   The Sole Designator can be used to enforce the community's right of inspection (through the escalation process, if ICANN errs in response).   Particularly when a single SO or AC could invoke the inspection right, requiring that demand to go through a community process to direct the Sole Designator seems to add complexity that is not necessary.  
The Board therefore recommends changing the words of Paragraph 20 to "the CCWG-Accountability recommends including in the ICANN Bylaws the right for SOs or ACs to inspect as outlined in California Corporations Code 6333, although this specific article reference would not be mentioned in the Bylaws."  

For Paragraph 21, "This inspection right is distinct from the Document Information Disclosure Policy (DIDP). While any eligible party can file a request according to the DIDP, Inspection Rights are only accessible to SOs or ACs. The scopes are also different as explained below."  "Unlike the exercise of the other community powers, which require community engagement and escalation before initiating a request for action by the EC, the CCWG-Accountability recommends that a petition for inspection be brought directly by a single SO/AC or by multiple SO/ACs through making a written demand on ICANN for the requested materials. If the Board refused or ignored the request, the petitioning SO/AC(s) could then initiate an escalating community decision-making process to enforce the demand on the Board, requiring community consensus."

The Board agrees with the inclusion of an investigation right, and notes that the language proposed in the redline reflects the Board's comments.
Finally, the Board reaffirms its commitment to addressing improvements to the DIDP in WS2, and thanks the CCWG for the clarification in the document on the differences between the inspection right and the DIDP.

Bruce Tonkin

Board Liaison to the CCWG

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