Divorcing ethics form the law leaves us all prey to despotism. -- ken
>on 12/9/01 4:17 PM, Jim Dixon at [EMAIL PROTECTED] wrote: > >> On Tue, 4 Dec 2001, Michael Sondow wrote: >> >>>>> From: Karl Auerbach <[EMAIL PROTECTED]> >>> >>>>> My recourse is to either abandon my obligations as a Director or to >>>>> initiate such steps outside of the corporate boundaries as are >>>>> consistent >>>>> with my obligation of loyalty to the corporation. >>> >>> What steps, I wonder, does Karl have in mind? If he's thinking of legal >> >> The real question is why Karl or anyone else would feel an obligation >> of loyalty to ICANN. > >> Karl's obligations are those of any director of a California >> corporation. He is obliged to make sure that ICANN is acting in >> accordance with the law. If it isn't, he is obliged to take steps >> to bring the company's actions in accordance with the law. >> >> Now that we have gotten this far, how does this differ from what an >> obligation of loyalty to ICANN would call for? > >Why is an ethical issue relevant? This is a simple legal matter. A Director >has called for the books. He is legally authorized to see them, it comes >with the territory. The CEO cannot deny him, neither the Prime Minister of >Sweden nor Queen of England come to that. Period. > >Having said that, I don't believe the results would differ even when viewed >from the lofty position of loyalty to the corporation. I imagine the >Director still has the absolute right to make that kind of call based on >*his* judgement that, for example, he has a vague suspicion that the Staff >are in conflict with company obligations to act for the public benefit, (or >words to that effect). No proof necessary. > >If access is then denied and matters progress to action outside the >corporation as the only means to gain said access, this seems consistent >with a Director's pursuing his obligation to ensure the corporation is >following its core mission, which is to act for the public benefit. However, >I fail to understand how abandoning his post as a Director can possibily >benefit the public at all. On the contrary, if Karl resigned over this >issue, it could be viewed that he knowingly abandoned his pursuit of the >books when faced with suspicions that something may be amiss with them, >simply to put his personal interests ahead of any loyalty to the >corporation's public benefit role. In short, there is nothing about the >"loyalty" issue that would seem to me to conflict with his proposal to go >outside the corporation, but I stress, IANAL*. > >Furthermore, the idea that a Director who pulls the plug on an >administration simply because he suspects it is hiding something, cannot be >said to be acting out of disloyalty to the corporation. It is not the case >that the Director would be throwing the baby out with the bathwater, since >we all know the baby as conceived does not exist. > >I'm fairly sure that Karl is going to win this one, but it is not going to >happen overnight, and in the unlikely event that all fears are subsequently >proved groundless, it is still of enormous benefit to the public to know >that all the money is being spent legitimately. > >By the way, has anybody actually phoned the IRS and sent up a flag? > >Regards, >Joanna > >IANAL - I am not a lawyer - these are just my opinions. > >> >>> measures, I'm afraid he isn't going to get very far. It should be >> >> -- >> Jim Dixon VBCnet GB / the Astra Group http://www.vbc.net >> tel +44 117 929 1316 fax +44 117 927 2015 >> >> > >Regards, > >Joanna
