Subject: Question for CCWG Legal Sub Team from Guidelines For Standard of Conduct...Subgroup
From: Lori Schulman <[email-masked]>
To: MSSI Secretariat <[email-masked]>
Date: Wed, 19 Oct 2016 01:08:40 +0000

Dear Secretariat,

Our subgroup has a question regarding legal review of the Draft Guidelines for Standard of Conduct Presumed to Be Good Faith with Exercising Removal of ICANN Board Members. We discussed the issue at our October 3 meeting and we do not anticipate the need for heavy assistance.   However, it would be prudent, once the draft guidelines are completed, to have a review by a legal expert with substantial experience in California nonprofit governance.  We want to make sure that there are no red flags or precedents contrary to our recommendations. Diligence requires process and as long as we have a clear and documented process, we should be able to meet a "good faith" standard.  However, given the quirks of CA law, the subgroup would not want to assume anything.  We would anticipate maybe 8-10 hours of very experienced, independent attorney time at a maximum.  Our understanding is that we are to ask for the assistance of the ICANN in-house legal team before we go to outside counsel.  This seems to be a prudent, cost-effective measure.  However, we are concerned about a possible conflict of interest with an in-house team that essentially reports to the Board.   Has this particular conflict been vetted with regard to creating guidelines for good faith conduct for petitioning for a Board member's removal, or the entire Board for that matter, and having a legal team that reports to the Board review it?  If so, would you kindly direct us to the opinion?  If not, may we have guidance in this area?

We are happy to discuss our concerns with members of the Legal Sub team as necessary.

Lori

Lori Schulman
Senior Director, Internet Policy
International Trademark Association
1250 Connecticut Avenue, Suite 200
Washington DC, USA
+1-202-704-0408, skype: lsschulman
www.inta.org<http://www.inta.org/>

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