[bylaws-coord] Bylaws drafting resources

Sat Mar 12 12:10:08 UTC 2016

Thanks Rosemary.  I am sure that will be helpful.  Regards, Bruce

Sent from my iPhone

On 12 Mar 2016, at 9:20 PM, Rosemary E. Fei via bylaws-coord <bylaws-coord at icann.org<mailto:bylaws-coord at icann.org>> wrote:

Dear John and Samantha:

In case they are useful to you, I’m forwarding you a document (clean and marked versions) that we shared with Sidley, with our thoughts at Adler Colvin as of January 10 on bylaws provisions needed to address the transition from multiple to single designator governance, including the explanatory cover email from Stephanie Petit, below.  This has not previously been shared with the CCWG in any form.

I’m also attaching a memo we did in early November regarding implementation of the Empowered Community, which informed the Third Proposal, but details of the content were not incorporated in the Third Proposal.  I know you have access to this in the CCWG archive, but perhaps this email will be more convenient.

I hope your travels back from Marrakech are uneventful and safe.

Rosemary

Rosemary E. Fei
Adler & Colvin
235 Montgomery Street, Suite 1220
San Francisco, CA 94104
415/421-7555 (phone)
415/421-0712 (fax)
rfei at adlercolvin.com<mailto:rfei at adlercolvin.com>
www.adlercolvin.com<http://www.adlercolvin.com>

_____________________________
Adler & Colvin is a San Francisco Green Business certified by the City and County of San Francisco. Please consider the environment before you print this email.

From: Stephanie Petit
Sent: Sunday, January 10, 2016 10:08 PM
To: Holly Gregory
Cc: sidleyicannccwg at sidley.com<mailto:sidleyicannccwg at sidley.com>; ICANN-Adler
Subject: ICANN: Draft Bylaws Changes for Transition from Multiple to Single Designator

Dear Holly,

I attach selected portions of ICANN’s bylaws, in clean and redline form to the currently-effective ICANN bylaws, which aim to make the minimum changes reasonably necessary to switch from a multiple designator structure to a sole designator.  Please do not assume we have vetted the attached bylaws for any other purpose.  Please also note:

·        We use the phrase “Sole Designator” as a placeholder for whatever the UA will be called, perhaps “Empowered Community.”

·        As you can see, we changed the verb describing what the various SOs and ACs will do from “select” (indicates designator power) to “identify” (which we hope demonstrates the autonomy each SO and AC has to name an individual without implying either too much or too little autonomy by the Sole Designator).

·        We propose modifying the existing bylaws to conform to the California code on various points.  This includes deleting the option of oral resignation, deleting the portion where a director being removed cannot vote, clarifying the meaning of removal for cause, and addressing some of the gaps identified in the memorandum of October 11, 2015.

·        To address how any vacancies during the transition period from multiple to single designator structure would be filled, we provided that the appointing SOs and ACs would continue to select directors to fill vacancies during the transition period.  We also suggest that during the transition, a vacancy in the ALAC seat be filled by ALAC rather than the NomCom, as in the currently-effective bylaws.  Generally, we suggest giving the Sole Designator all removal rights provided by statute.

·        “Article ZZZ” refers to the new, to-be-drafted article describing the Sole Designator (which we have not drafted).

·        Since we have made several assumptions, it could be that a discussion with the client or having certain questions certified may be useful for confirming the client would agree with them.

We hope this is helpful.

Best,
Stephanie

Stephanie L. Petit
Adler & Colvin
235 Montgomery Street, Suite 1220
San Francisco, CA 94104
415/421-7555 (phone)
415/421-0712 (fax)
stephanie at adlercolvin.com<mailto:stephanie at adlercolvin.com>

The information in this e-mail message and any attachments may be privileged, confidential, and protected from disclosure. If you are not the intended recipient, any use, dissemination, distribution, or copying of this transmission is strictly prohibited. If you think that you have received this e-mail message in error, please e-mail the sender at stephanie at adlercolvin.com<mailto:stephanie at adlercolvin.com>, and delete all copies of this message and its attachments, if any. Thank you.

<Redline - A C Suggested Revisions to Redacted Bylaws for Multiple to Sole Designator Change (00749816-2xA3536).docx>
<Bylaws - transition from multiple designators to Sole Designator (00662188-7xA3536).docx>
<Memo on Sole Designator - CEV Implementation (00730666-4xA3536).docx>
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