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
