Send these questions immediately to Louis Touton, counsel for ICANN, with
copies to every member of the ICANN board. Ask for a reply by July 10.
Karl Auerbach wrote:
>As a possible candidate for the ICANN at-large board election, I've been
>looking at the liability exposure of a Director and the protections
>offered by California law.
>
>The legal liability is potentially extremely large.
>
>And the protections are potentially of more form than substance. The
>California statutes that purport to protect Directors from liability in a
>non-profit are a Swiss cheese of conditions and exceptions. And these
>exceptions are triggered by the existance or non-existance of many things.
>
>It turns out that a potential candidate can not make an evaluation of the
>potential risk because ICANN has not revealed certain critical facts.
>
>For a person to make an informed decision about running for Director,
>several questions need to be answered. Among those questions are the
>following:
>
> - Is ICANN presently an IRS 501(c) corporation? If so, then under
> which subsection of 501(c)?
>
> [Certain procedural protections of Director liability hinge on whether
> the non-profit is a 501(c) and which subsection of 501(c). It is
> interesting in that the most likely category for ICANN, 501(c)(3),
> causes some procedural protection to vanish.]
>
> [By-the-way, if ICANN is an IRS 501(c) then where is ICANN's IRS 1023
> posted? It is a public document that the corporation is required to
> make available subject to a $20/day accruing penalty.]
>
> - Does ICANN have a million dollars or more in General Liability
> insurance?
>
> [Certain statutory liabilty protections are contingent on the
> corporation holding at least that much general liability insurance.]
>
> - Does ICANN have a "reasonable" degree of liability protection against
> the reasonably foreseeable risks?
>
> [Certain statutory liability protections are contingent on the
> corporation holding insurance that is adequate to protect the public,
> the exact amounts or means to measure adequacy are not specified by
> the statutes.]
>
> - Does ICANN have an operative Directors Liability insurance policy? If
> so, then it is important for the potential directors to obtain it as
> the exact language is critical - general statements that "we have a
> policy" are essentially useless given the wide variation in coverage
> afforded by such policies.
>
> - What is ICANN's policy regarding payments to Directors? [The statutes
> often strip all liability protections if there is any form of
> compensation beyond strict reimbursement for expenses.]
>
> --karl--
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Ellen Rony // http://www.domainhandbook.com
Co-author *=" ____ / [EMAIL PROTECTED]
The Domain Name Handbook \ ) +1 415.435.5010
// \\ "Carpe canine"
The more people I meet, the more I like my dog.
