[At-Large] ICANN Board Nomination
karl at cavebear.com
Fri Sep 10 16:41:30 UTC 2010
On 09/10/2010 03:49 AM, Christian de Larrinaga wrote:
> Just because it can be done does not mean it should. There is a
> practical distinction to be drawn to successfully manage public trust...
It's worthwhile to take some care with certain words. There are a lot
of very subtle distinctions, many of which arise from the particular
jurisdictions involved, but they can be important.
(There is often a tendency to throw stones at US or California laws in
these regards - let me just say that no matter which jurisdiction were
picked there would be similar definitional issues. And, at least in my
opinion as a California person, I think the California version of these
things is reasonably rational and at least on par with one would get
ICANN is *not* a "trust". ICANN is a "public benefit" and "non-profit"
corporation. (And it is also an organization that has obtained a tax
exemption based on "lessening the burdens of government", whatever that
The directors are not "trustees".
There are subtle differences between the role of a trustee and that of a
Both have fiduciary obligations but they have a somewhat different
focus. Directors' obligations flow to the corporation (and in the case
of public-benefit corporations director obligations are expanded to
include care for the public benefit as well as for the corporation
itself.) Trustee's obligations flow to the beneficiaries.
There may be differences, for example, regarding upon what and whom a
director or trustee may rely. Directors (in California) are entitled
(but not obligated) to rely on certain legal and accounting
professionals. Trustees often have tighter constraints.
More information about the At-Large