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Re: [ga] ICANN Board unanimously approves .biz/.info/.org registry agreements by 13-0


Veni Markovski wrote:
I wouldn't go as much as personal attorney. Common sense sometimes is better.

Uh, as a California attorney myself, I would suggest that that is an extremely unwise strategy. The rules of fiduciary duties fill thick volumes. And those duties are potentially more complex for directors of non-profit/public benefit corporations (such as ICANN) than they are for directors of private corporations.


And I bet that most Directors do not even know of the existence of "Intermediate Sanctions" much less know what they are. (They are a draconian hammer that the US tax authority holds over directors and officers of bodies, such as ICANN, that operate with Federal tax exemptions - see http://en.wikipedia.org/wiki/Intermediate_sanctions)

Do you know the obligations that are placed on a director with regard to the making of a decision, including the decision that is made to abstain? Do you know the kind of record keeping that a Director must undertake to demonstrate that the director is making proper independent and informed business judgments?

Many attorney's give this advice to people who consider taking a seat on a non-profit board of directors: Don't do it unless you are willing to put everything you own, your entire worth, on the line.

Yes, there are rules that provide a degree of protection to "volunteer" directors. But those rules are inconsistent, full of complex pre-conditions, and perhaps subject to pre-emption.

And there are forms of liability, such as the way that the IRS (the US Federal tax authority) structures penalties as a form of tax that may not be coverable by corporate liability insurance.

This is not a maze that can be navigated by "common sense", particularly if that common sense is has been constructed on experience in places where the legal system is different than that of the US and California.

ICANN's legal counsel is *not* counsel for individual directors; the obligation of ICANN's counsel is to protect ICANN, not to protect individual directors.

A director, or a person considering becoming a director, ought to expend some money to obtain advice from legal counsel who is looking out for the interests of the director.

		--karl--







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