Thanks for the effort putting those materials together. I say however, with my California lawyer hat on, that I wonder whether this entire proposal might have a great deal of trouble fitting into the requirements that are imposed by the California Corporations Code and by the US Federal tax code. Indeed, were I corporate counsel I'd be fighting this tooth and nail. I'd do so because I sense that these proposals could allow the corporation of ICANN to fail as a legal entity or to forfeit ICANN's tax exempt status. This proposed structure not only appears as, but is actually being advocated as, a way to bypass the obligations that are imposed by law, such as the duties. responsibilities, and powers of a board of directors and a rather transparent attempt to evade the membership aspects of California public benefit, non-profit corporations. As a California lawyer I am rather surprised that all of this machinery is being invented to avoid what are the perfectly reasonable, practical, and widely used membership provisions of the California Corporations Code. These proposals essentially wrap ICANN in just another level of corporate-like structure without the word "corporation". But that wrapping structure appears to lack the most basic characteristics that come via a legal form of organization (such as corporation, partnership, sole proprietorship). These characteristics include clear authority for making decisions, clear standards of responsibility in the making of those decisions, full access to information needed to make those decisions, methods to resolve disputes, and clear responsibility for debts and harms. The lack of these characteristics is an invitation to long and expensive litigation - in which the winner will not be the public but, rather, he who has the deepest pockets. And were I still a director of ICANN I'd be fighting this tooth and nail because it would make me subject to two masters - and it has been written that no man can serve two masters. One master would be the fiduciary obligations to protect the interests of the corporation (the measure of which for public-benefit corporations such as ICANN must incorporate an evaluation of the effect on the public interest.) The other master would be this new outer shell that has marionette-like strings that reach into and sometimes supersede the decisions of the board and its members. Corporations crumble and are penetrated every day for failures to adhere to proper formalities regarding the making of decisions, responsibility for those decisions (or lack of decisions), ownership of property, and record-keeping. A lot of people resent US law or California law. But California law is far from unique or special. California law is similar to organizational laws found in many places. And those laws are based on literally centuries of real-world experience dealing with the cauldrons of competing interests that are found in organizations everywhere. These proposals seem to me to be amateur law making, lacking the practical experience that has gone into the actual laws of corporations, including the membership aspects that ICANN has long evaded and that these proposals attempt to re-invent, but do so inexpertly. ICANN is badly in need of repair - and has been for a long time. If you take a look at what we (the Boston Working Group) proposed back in 1998 - http://cavebear.com/bwg/ - you will find many familiar ideas about how to better write ICANN's organic documents. And I know, perhaps better than any other person, how much ICANN resists accountability and transparency. But that repair should be an actual repair, with hard, legally enforceable duties and responsibilities. It should not be an ad hoc invention that resembles to this lawyer's eyes, a collection of utopian hopes that are not likely to withstand any serious encounter with the real-life practicalities of law, economics, or politics. --karl--