On 09/10/2010 03:49 AM, Christian de Larrinaga wrote:
Just because it can be done does not mean it should. There is a practical distinction to be drawn to successfully manage public trust...
It's worthwhile to take some care with certain words. There are a lot of very subtle distinctions, many of which arise from the particular jurisdictions involved, but they can be important. (There is often a tendency to throw stones at US or California laws in these regards - let me just say that no matter which jurisdiction were picked there would be similar definitional issues. And, at least in my opinion as a California person, I think the California version of these things is reasonably rational and at least on par with one would get elsewhere.) ICANN is *not* a "trust". ICANN is a "public benefit" and "non-profit" corporation. (And it is also an organization that has obtained a tax exemption based on "lessening the burdens of government", whatever that means.) The directors are not "trustees". There are subtle differences between the role of a trustee and that of a director. Both have fiduciary obligations but they have a somewhat different focus. Directors' obligations flow to the corporation (and in the case of public-benefit corporations director obligations are expanded to include care for the public benefit as well as for the corporation itself.) Trustee's obligations flow to the beneficiaries. There may be differences, for example, regarding upon what and whom a director or trustee may rely. Directors (in California) are entitled (but not obligated) to rely on certain legal and accounting professionals. Trustees often have tighter constraints. --karl--