[ALAC] Questions on Accountability Proposals

[Subrenat, Jean-Jacques]

Hello Alan,

1) Removing Board member(s): this is an area (the only one?) where a change in Bylaws might empower ACs such as ALAC to exercise a form of control. So I would say "yes", but this depends on the legal answer to the following question.

2) Legal enforceability: under California law, Board members are held personally liable for decisions made, and by the way that's why they are covered by an insurance taken by the Corporation on their behalf. Would legal enforceability imply extending personal liability to those (say in ALAC) taking part in a decision, which could then be challenged in a court? In the case of the ALAC, this would/might imply the personal liability not only of ALAC members taking part in a vote, but all its members (this needs to be checked).

3) ALAC position: to my mind, this depends on the answers the ALAC can or is willing to give to the above questions 1 and 2.

Jean-Jacques.








----- Mail original -----
De: "Olivier MJ Crepin-Leblond" <ocl at gih.com>
À: alac at atlarge-lists.icann.org
Envoyé: Dimanche 31 Mai 2015 11:05:57
Objet: Re: [ALAC] Questions on Accountability Proposals



On 31/05/2015 04:04, Alan Greenberg wrote:
> 1. Do you believe that failing anything else, we must have the ability
> to remove parts of or all of the Board?

Yes - this is something which has been discussed since the beginning of
the discussions on Stewardship Transition & ICANN Accountability. I
think this is really important.

>
> 2. With the exception of Board member removal, do we need legal
> enforceability of can we rely on good faith (and Board member removal
> if you supported that).

Good faith. Legal Enforceability is a Red Herring that will not serve
any of the SOs and ACs - because when you threaten to sue an
organisation, you better have the adequate funding to sue that
organisation. Hence where would the money from come for the ALAC to sue?

>
> 3. If the final CCWG proposal calls for full legal enforceability, is
> that sufficient reason for the ALAC to not ratify it? 

No. I see no particular harm in a call for something that will, in
practice, likely neither work, nor ever be used. If we reach the need
for legal enforceability, it means ICANN really is in trouble. If we
ever crossed that bridge, I'd recommend that ALAC and its RALOs walk
away & find another home.

Kindest regards,

Olivier

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