Dear Holly and Rosemary,
thanks for helping us with the language on the power to remove Individual Board directors. As you know, there was the discussion on the use of a waiver to be signed by the directors in connection with their pre-service letter and an indemnification by ICANN for those SO/AC representatives that raise concerns about a director.
Our discussions have shown there seems to be support for indemnifying the community representatives so that they do not have to be afraid of being sued if they raise concerns about directors and potentially trigger their dismissal. On the other hand, there were concerns expressed that a waiver would leave the director unprotected against defamation. The explanation that you gave, i.e. that a waiver would likely not be deemed valid in case of extreme cases of defamation, was not sufficient to remove the concerns.
Hence, we concluded that it would be appropriate for you and your teams to reach out to Jones Day to come up with suitable language balancing the interests of the community representatives and Board members.