[At-Large] CCWG Briefings - Presentation

Evan Leibovitch evan at telly.org
Fri Feb 26 23:01:32 UTC 2016

On 26 February 2016 at 17:01, Karl Auerbach <karl at cavebear.com> wrote:

> On 2/26/16 12:55 AM, Evan Leibovitch wrote:
> Karl makes a compelling case why ICANN should not be a California
> corporation.
> That was not my point at all.

Well, not intentionally.​

One can go to pretty much any country, any state, on the Earth and will
> find similar laws.

​I believe this to be untrue.

In most ​jurisdictions in which I have been involved in the creation of
nonprofits, the kind of member-less, mostly-unaccountable-Board that is the
cornerstone of ICANN's present structure could not exist.

While there can be much arguing and gnashing of teeth over the definition
and classes of members, the assorted anti-capture mechanisms allowed and so
on, in most places there still must be some concept of members that elect
Board members (and in many circumstances have the ability to recall them
before end-of-term).

In most other nonprofits in most other places where one exists, a
Nominating Committee does exactly that -- nominate a slate that must be
elected or ratified by some greater body. It is this body -- not the Board
itself or the NomComm -- that determines the fiduciary duty and the good to
be served. In ICANN the selections of the Nominating Committee are not
ratified by any higher body, so they are accountable to nobody once placed.
Their own fiduciary duty need be no more than the sum of their best guess
and what ICANN legal tells them.

​I had never encountered the ability of a nonprofit to unilaterally shed
itself of Board oversight by its members until ICANN. This is most
certainly not a globally-empowered capability.

Given the diverse nature of At-Large perhaps there are others here who can
confirm or disprove my observations.

Evan Leibovitch
Geneva, CH

Em: evan at telly dot org
Sk: evanleibovitch
Tw: el56
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