[ncdnhc-discuss] Resolutions

[Dany Vandromme]

Hi Harold
Thanks for taking care of this.
Dany
-


"Harold J. Feld" wrote:
> 
> Hopefully, these will be posted to the webpage soon.
> 
> The following resolutions were posted to the list and recieved second.
> 
> Proposed Resolution #1
> 
> PROPOSED RESOLUTION: BOARD EDUCATION ON DUTIES
> 
> Whereas: ICANN's responsibilities extend globally, but its place of
> incorporation is in the state of California in the United States.
> 
> Whereas: California Corporations Law specifies both rights and
> obligations of corporate directors including directors of Public Benefit
> Corporations such as ICANN under which directors personally may incur
> both civil and criminal liabilities.
> 
> Whereas: Under the California Corporations Law, directors of a Public
> Benefit Corporation, have a legal duty to perform their duties on the
> Board and on committees of the Board "in good faith, in a manner such
> director believes to be in the best interests of the corporation and
> with such care,
> including reasonable inquiry, as an ordinarily prudent person in a like
> position would use under similar circumstances." (Calif Code, Section
> 5231, Nonprofit Public Benefits Corporation,
> www.leginfo.ca.gov/.html/corp_table_of_contents.html).
> 
> Whereas: California Code Section 5231 requires an understanding of
> complex legal concepts that are influenced and interpreted under
> California and United States law and cases.
> 
> Whereas: Only one current Director of the ICANN board is a) a U.S.
> citizen or b) an attorney licensed in California. Accordingly, the ICANN
> Directors may not be expert in their legal responsibilities or even in
> the culture from which these rules and obligations are derived.
> 
> Whereas: All Constituencies of ICANN are entitled to and deserving of
> Directors who know and understand their legal obligations under
> California law with respect to the employees and staff of ICANN, the
> purposes of the Corporation, and the corporate actions taken by the
> Directors (including MoUs and contracts signed).
> 
> Be it hereby resolved that:
> 
> The ICANN Board undertake immediately after the Shanghai meeting, and
> prior to any further meetings, conference calls, or decisions, to engage
> an independent legal expert to offer a class or classes (online, by
> telephone or in person) on the rights and obligations on Board members
> under US and California law. Such an expert must be neutral, and come
> from a law firm or ethics practice that does not currently participate
> in the ICANN process or represent clients who participate in the ICANN
> process.
> 
> Such a process must delve into the meaning of obligations including
> "good faith," "care," "reasonable inquiry" and "ordinarily prudent person."
> 
> Such a class must be obligatory on all existing Directors, and a
> prerequisite for all new Directors prior to assuming their office.
> 
> ###
-
As a non-US citizen, I would not support such a California law centric
definition of the Board members.
Even if it happens to ICANN to be registered as a California company,
this should be considered as an accident rather than a goal, and I would
prefer the Board members "educated" in view of ICANN mission rather than
binded by a local legislation.
I would vote against, if I was going to attend the Shanghai meeting,
which is not going to happen.
-
> 
> Proposed Resolution #2
> 
> Submitted by Hans Klein
> Director, Civil Society Democracy Project
> Computer Professionals for Social Responsibility (CPSR)
> 
> PROPOSED RESOLUTION: NEUTRALITY OF STAFF AND COUNSEL
> 
> Whereas: The deliberations and decisions of ICANN must be made in the
> interests of the global Internet community as a whole.
> 
> Whereas: The protection of ICANN and the protection of its directors
> require that its policy and legal advice come from independent and neutral
> advisors.
> 
> Whereas: All ICANN constituencies are entitled to the reassurance that
> their concerns and recommendations are being fairly and impartially
> evaluated by the staff and counsel responsible for the preparation of
> recommendations and reports to the directors and to the Internet
> community.
> 
> Whereas: The Neutrality and Independence of ICANN's staff and counsel
> are critical to public perceptions of legitimacy and accountability.
> 
> Be it resolved that:
> 
> The ICANN Board should take immediate steps to adopt a policy
> which requires that no staff or counsel of ICANN who is engaged in policy
> or legal recommendations or reports shall directly or indirectly
> represent (as
> a legal matter) or directly or indirectly benefit (as a financial
> matter) from
> individuals or entities who participate in any of the ICANN constituencies
> or in any ICANN process.
-
I support
-
> 
> ###
> 
> A third resolution was proposed by myself, but was not seconded by
> anyone.  Accordingly, it will not be considered.
> 
> Harold Feld
> 
> _______________________________________________
> Discuss mailing list
> Discuss at icann-ncc.org
> http://www.icann-ncc.org/mailman/listinfo/discuss

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