RE: [gnso-osc-ops] Reference for Draft SOI/DOI Procedures

["Julie Hedlund" <jahedlund@xxxxxxxxxxx>]

Work Team Members,

In the suggested draft of the SOI/DOI procedures, there is a reference to
"interested persons" as referenced in Section 5227 of the California
Nonprofit Public Benefit Corporation Law ("CNPBCL").  This language was
taken from the ICANN Bylaws with respect to conflicts of interest for Board
directors.  We had, until now, been unable to find the specific language
inthe law describing "interested persons" so we left a place holder in the
document for it.  However, we now have found the language in the California
Corporations Code and have inserted it into a revised version of the
document (attached) and linked on the Wiki in the list of action items at:
https://st.icann.org/icann-osc/index.cgi?gnso_operations_team

Here also is the language for your reference (below).

Thank you.

Julie

5227.  (a) Any other provision of this part notwithstanding, not more than
49 percent of the persons serving on the board of any corporation may be
interested persons.  (b) For the purpose of this section, "interested
persons" means either:   (1) Any person currently being compensated by the
corporation for services rendered to it within the previous 12 months,
whether as a full- or part-time employee, independent contractor, or
otherwise, excluding any reasonable compensation paid to a director as
director; or  (2) Any brother, sister, ancestor, descendant, spouse,
brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law,
or father-in-law of any such person.   (c) A person with standing under
Section 5142 may bring an action to correct any violation of this section.
The court may enter any order which shall provide an equitable and fair
remedy to the corporation, including, but not limited to, an order for the
election of additional directors, an order to enlarge the size of the board,
or an order for the removal of directors.   (d) The provisions of this
section shall not affect the validity or enforceability of any transaction
entered into by a corporation.


  -----Original Message-----
  From: Julie Hedlund [mailto:jahedlund@xxxxxxxxxxx]
  Sent: Sunday, April 12, 2009 11:37 AM
  To: gnso-osc-ops@xxxxxxxxx
  Subject: RE: [gnso-osc-ops] Action Items, Meeting Notes, Wiki changes:
OSC-GCOT Work Team


  Work Team Members,

  Attached is a suggested draft of the SOI/DOS definitions and processes as
a possible starting point for Work Team consideration and discussion.  We
apologize for providing these past the deadline, but we were struggling with
some surprisingly complex issues, such as how best to define these terms,
whether these procedures apply only to GNSO Council members or also to any
member of a work team or other GNSO Council organization, and how to best
enforce these procedures.  You will see notes on these issues in the
document.  Note also that we have held off developing templates or forms,
since it appears that the Work Team first may need to decide what
information should be required of GNSO Council members for their Statements
of Interest/Disclosure, and what will be the procedure.

  Please let me know if you have any questions.

  Thank you.

  Best regards,

  Julie

  Julie Hedlund
  Policy Consultant
    -----Original Message-----
    From: owner-gnso-osc-ops@xxxxxxxxx
[mailto:owner-gnso-osc-ops@xxxxxxxxx]On Behalf Of Julie Hedlund
    Sent: Friday, April 03, 2009 2:14 PM
    To: gnso-osc-ops@xxxxxxxxx
    Subject: [gnso-osc-ops] Action Items, Meeting Notes, Wiki changes:
OSC-GCOT Work Team


    Work Team Members,



    Here are the action items agreed to at the 01 April 2009 meeting.  These
also are posted on the wiki main page at:
https://st.icann.org/icann-osc/index.cgi?gnso_operations_team.



    1.  Action Items:

      a.. SOI/DOI forms: ICANN policy staff will draft definitions,
templates, and processes and circulate to the Work Team for consideration
not later than 8 April 2009.  The Work Team will review and circulate
comments prior to the next meeting on 15 April 2009 1500 UTC.
      b.. Work Team members will circulate to the email list suggestions for
high-level GNSO operating principles.  Ray will begin the process with his
suggestions.
      c.. ICANN policy staff will draft suggested changes to the GNSO
Council Rules of Principles (see existing rules) and provide to the Work
Team for consideration.
    2.  Meeting Notes:

    The meeting notes for the 01 April 2009 meeting are posted on the wiki
at:
https://st.icann.org/icann-osc/index.cgi?osc_gnso_operations_team_meeting_no
tes.  Please let me know if you have any changes to suggest or questions.



    In addition, I have made the following changes to the wiki.  I welcome
your suggestions for further improvements:

    3.  Wiki Changes:
    Charter:
    a.  Created a link to the draft charter new Wiki page at the top of the
Work Team's main Wiki page.
    b.  Deleted the Charter text from the Work Team's main page and moved it
to the new Charter Wiki page.
    c.  Moved the deleted text in Section VI to the bottom of the section so
that the revised priority items are listed first.

    Work Team Board Recommendation Draft Checklist (priority items):
    a.  Created a link to the draft Board recommendation checklist new Wiki
page at the top of the Work Team's main Wiki page.
    b. Created a link to the draft Board recommendation checklist new Wiki
page at the top of the new Charter Wiki page (and in the reference to
priorities)

    Thank you,

    Julie

    Julie Hedlund
    Policy Consultant