[At-Large] ICANN Accountability Mechanisms
karl at cavebear.com
Mon Jan 3 02:10:28 UTC 2022
On 1/2/22 17:27, Evan Leibovitch via At-Large wrote:
> ... Board members, whose sole fiduciary duty is to
> ICANN itself, would be obliged to oppose any such potential for shrinkage.
That would be true if ICANN were a for-profit.
However, for California public-benefit/non-profits (which is what ICANN
is) the fiduciary duty is wider.
That fiduciary duty is still to the corporation, but the measurement of
what is in the interest of the corporation must include an assessment of
the benefit to the public of the corporation's acts.
Unfortunately that seems to be a subtle distinction to some, including
So, a properly acting ICANN board member ought to look at TLD policies
and the revenue generated by the ICANN system and ask "when I calculate
how this benefits ICANN am I properly and fully considering the
benefit/harm to the pubic?"
These are, of course, extremely subjective evaluations. But a good
board member ought to be able to demonstrate that he/she acted on every
decision by actively taking steps to be fully informed and that the
decision was made using some process of reasoning (even if that process
may involve some subjective measurements) using criteria that are
(Board members who do that, and document the fact that they did, are
more likely to be able to protect themselves against liability via the
"business judgement rule" than those who simply leap to decisions
without making a clear record of how they came to that decision. And
not-making a decision is itself a decision.)
More information about the At-Large