Re: [ga] court supervision, follow on article
Veni Markovski wrote: At 03:35 PM 11.10.2006 '?.' -0700, Karl Auerbach wrote:It's John Jeffrey's job. He has responded, and I've forwarded the response. Oh, you mean the thing with the entire content relevant to what you are asserting (ICANN immunity) is contained in one paragraph of two sentences that simply states a conclusion without supporting that conclusion? I thought that was a press release. Were I a member of the board I would have responded to ICANN's legal staff that that thing is adequate as a press release but that it is insufficient as a well articulated evaluations of the strengths and weaknesses of ICANNs position and the risks should things go against ICANN. I hope ICANN didn't pay legal fees for that. Again, I'm not a director, you are. It is your job to make *independent* and *informed* decisions. And there is reason, as I have shown, to believe that ICANN's claims of immunity are overbroad. The fact that you don't even want to go out and get independent information on that is telling. Not all decisions of a director are choices to act. There are also decisions to not act. Again, one more time - California law does not allow you to simply believe "staff". The *ONLY* people you are allowed to rely upon are certain specialized people such as attorneys and accountants.
(b) In performing the duties of a director, a director shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by: (1) One or more officers or employees of the corporation whom the director believes to be reliable and competent in the matters presented; (2) Counsel, independent accountants or other persons as to matters which the director believes to be within such person's professional or expert competence; or (3) A committee of the board upon which the director does not serve, as to matters within its designated authority, which committee the director believes to merit confidence, so long as, in any such case, the director acts in good faith, after reasonable inquiry when the need therefor is indicated by the circumstances and without knowledge that would cause such reliance to be unwarranted. In order to rely upon staff, i.e., "officers or employees", you have to believe them to be "reliable and competent in the matters presented" - which means that you ought to be able to articulate concrete grounds why you believe them to be both reliable and competent - simple acceptance because they are "staff" is not sufficient. And I do hope you realize that ICANN's counsel is *not* your counsel; his job is to protect the corporation, even if that means sending a director down the drain. I long ago recommended that every director seek his/her own legal counsel who would inform them of their obligations. --karl--
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