Interesting questions, but, choice of venue lies with the plaintiff, hence Californian law does not necessarily apply, can be any other State where ICANN has a presence, if I am not mistaken.

From an accountability perspective nobody claiming immunity for his/her actions can serve in a function where this might become an issue, as far as I am concerned.

I really do not understand the last question (in particular the internalization part). Never mind that Conflict of laws or Private international law (both terms are used interchangeably) concerns relations across different legal jurisdictions between persons, and sometimes also companies, corporations and other legal entities. This is from the very interesting article at http://en.wikipedia.org/wiki/Conflict_of_laws el On 2015-04-07 15:41, Pedro Ivo Ferraz da Silva wrote:

Dear CCWG-colleagues,

Please find below a group of questions to be posed to the law firms assisting the CCWG-Accountability.

· Are there any restrictions in California law or in applicable federal US-law with respect to government officials (US or foreign) becoming statutory members (or designators) of a non-profit organization? Would all liabilities applied to US or foreign citizens in a membership (or designator) structure equally apply to a government official which has legal immunity and privileges in the United States?

· What are the specific legal requirements for a third-party which may have approval or veto rights over board decisions and what are its liabilities?

· A community veto (be it exercised in a membership or a designator structure) over a bylaw change could be potentially reverted through a court decision in California? Same question applies to a decision made by an Independent Appeals Panel mechanism.

· The fact that the "board bears ultimate responsibility for corporate decisions and must provide oversight of the exercise of those powers it has delegated" (Sidley Austin LLP, Initial Discussion Draft 1, p. 3) implies that the board may eventually revert a community veto (member or designator structure) over its own decision or over the budget it has originally approved?

· Is the Californian Attorney General able to intervene in ICANN's operations upon the complaint of a government (US or other)? How does this situation relate to norms of international private law internalized by the United States?

Thanks in advance,

Secretário Pedro Ivo Ferraz da Silva

[...] -- Dr. Eberhard W. Lisse \ / Obstetrician & Gynaecologist (Saar) el@lisse.NA / * | Telephone: +264 81 124 6733 (cell) PO Box 8421 \ / Bachbrecht, Namibia ;____/

I respectfully suggest that these same questions be asked of any other national jurisdiction under potential consideration as an alternate place of incorporation. If we are going to honor the “least change” principle that was so frequently noted in Istanbul we must, at a minimum, not spin our wheels on jurisdiction without also analyzing the alternatives. Paul Paul Rosenzweig <mailto:paul.rosenzweigesq@redbranchconsulting.com> paul.rosenzweig@redbranchconsulting.com O: +1 (202) 547-0660 M: +1 (202) 329-9650 VOIP: +1 (202) 738-1739 Skype: paul.rosenzweig1066 <http://www.redbranchconsulting.com/index.php?option=com_content&view=articl e&id=19&Itemid=9> Link to my PGP Key <http://www.rsaconference.com/events/us15/register?utm_source=inhouse&utm_me dium=email&utm_campaign=signature-us2015> From: Pedro Ivo Ferraz da Silva [mailto:pedro.ivo@itamaraty.gov.br] Sent: Tuesday, April 7, 2015 10:42 AM To: accountability-cross-community@icann.org Subject: [CCWG-ACCT] Accountability questions to law firms Dear CCWG-colleagues, Please find below a group of questions to be posed to the law firms assisting the CCWG-Accountability. * Are there any restrictions in California law or in applicable federal US-law with respect to government officials (US or foreign) becoming statutory members (or designators) of a non-profit organization? Would all liabilities applied to US or foreign citizens in a membership (or designator) structure equally apply to a government official which has legal immunity and privileges in the United States? * What are the specific legal requirements for a third-party which may have approval or veto rights over board decisions and what are its liabilities? * A community veto (be it exercised in a membership or a designator structure) over a bylaw change could be potentially reverted through a court decision in California? Same question applies to a decision made by an Independent Appeals Panel mechanism. * The fact that the "board bears ultimate responsibility for corporate decisions and must provide oversight of the exercise of those powers it has delegated" (Sidley Austin LLP, Initial Discussion Draft 1, p. 3) implies that the board may eventually revert a community veto (member or designator structure) over its own decision or over the budget it has originally approved? * Is the Californian Attorney General able to intervene in ICANN's operations upon the complaint of a government (US or other)? How does this situation relate to norms of international private law internalized by the United States? Thanks in advance, Secretário Pedro Ivo Ferraz da Silva Divisão da Sociedade da Informação (DI) Ministério das Relações Exteriores - Brasil T: + 55 61 2030-6609 Secretary Pedro Ivo Ferraz da Silva Division of Information Society (DI) Ministry of External Relations - Brazil T: + 55 61 2030-6609