Re: [ALSC-Forum] Monday outreach meeting

[Karl Auerbach]

Thanks for your note.  I may have more questions later, but I wanted to
highlight one important point of possible misconception:

> You ask for "only" individual representation

We have to be careful about that word "representation".

The reason for this is that a seat on the ICANN Board of Directors is not
a "representative" position.

ICANN is not a political entity, instead it is a corporate entity.  And
under California law - and ICANN *is* a California corporation - Directors
owe their duty of care to the corporation itself and not to the people who
elected that director.

Under the law of California a director is required to exercise his/her
independent judgement to protect, preserve, and enhance the best interests
of the corporation.  (In my own case, since ICANN has no shareholders, I
look to ICANN's purposes as stated in its Articles of Incorporation, as
being the principle definition of what is and what is not in the interests
of ICANN.)

(This kind of Director obligation is not unique to California law; it is
fairly common, at least in the United States.)

This is a subtle point but one that is very important.

		--karl--