Re: [ga] FW: Fee for disproportionate deletes in proposed .biz contract
Veni Markovski wrote: Danny,
Every individual board member is equal in authority and equal in responsibility. It is entirely appropriate for any person to raise any question to *any* board member. Indeed, *every* board member is obligated to seek out facts relevant to the corporate activities. Whether a director answers a question is a choice that each director must make based on the circumstances and the director's evaluation of how an answer would affect the corporation. Thus, for example, a director would most likely chose to refuse to answer a question regarding litigation. But on the other hand, for complex matters that are to come before the board, a director can learn much about an issue by engaging in discussion with concerned members of the public. It is indeed sad that many ICANN directors seem to believe that their only source of information is that which is force fed to them by ICANN's staff. Furthermore, it would be inappropriate for a corporation (ICANN) to require that communication with any given director pass through another director or executive officer. Moreover, directors are not permitted to simply rely on conclusions made by other, people - under California law - which governs every ICANN director - directors are permitted to rely on the conclusions of only a very few types of people - such as accountants. In all other cases each director much gather data, examine it, and reach his or her own independent decision. The corporation, ICANN, has very little power to constrain the means and sources a directors uses to gather information and make decisions - that was the point of my lawsuit against ICANN, which, by the way, I won, hands down. It is sad that ICANN's directors have through the years not comprehended the duties and obligations that they have accepted. Part of this, I believe, is that certain directors spread, perhaps unknowingly, the kind of incorrect information that you seem to be reflecting. Another part, I believe, is that there is far too much dependence upon Jones Day (in my final report to the board I indicated that it was my business judgment in my role as a director that ICANN should consider dismissing Jones Day and also should consider other courses of action against the firm) and a failure to comprehend that the corporate counsel is the counsel for the corporation itself and *not* counsel for the individual directors. One of ICANN's large problems is that many ICANN directors do not understand either their duties or their authority and instead allow themselves to be led about like sheep and fed only that information that certain more aggressive directors or staff chose to allow. It is sad that many of ICANN's directors feel that it is inappropriate to engage in real discussions with the public. Complex issues can only be understood through the kind of give and take that most of ICANN's directors avoid. --karl--
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