Karl Auerbach's previous messages that have appeared on Politech: http://www.politechbot.com/cgi-bin/politech.cgi?name=auerbach Of particular relevance is this one, where I invited ICANN to publicize what it requires that its directors sign (ICANN never replied): http://www.politechbot.com/p-02886.html -Declan --- From: "Karl Auerbach" <karlat_private> Date: Mon, 18 Mar 2002 10:41:54 Subject: I brought legal action against ICANN today As you know, I am a Director of ICANN. And as you also know, I have been trying to inspect ICANN's financial records (and other materials) ever since I got onto the Board of Directors. But ICANN has created delays and obstacles - I've been stonewalled for nearly a year and a half despite the fact that under California law I have the "absolute right" to make such an inspection. ICANN wants me to check my independent judgement at their door and submit to ICANN managment's dictates when I come to inspect the records. But I say that just as the mice are not in a position to dictate the menu to the cat, corporate management is not in a position to dictate to a Director how that Director shall exercise his or her duty of making independent judgements about the best interests of the corporation. So today I filed a Petition For Writ of Mandate To Compell Inspection and Copying of Books, Records and Documents to require ICANN to let me inspect the corporate records without having to check the independence of my judgement at the door. The petition is at: http://www.cavebear.com/icann-board/petition-march-18-2002.pdf The EFF press release is at: http://www.cavebear.com/icann-board/eff-release-mar-18-2002.txt --karl-- --- http://www.icann.org/announcements/announcement-19mar02.htm ICANN: Auerbach's Allegations Off Target Marina del Rey, California, USA (19 March 2002) - ICANN Board Director Karl Auerbach's allegations "are way off target and grossly distort the facts." This according to ICANN President M. Stuart Lynn after reviewing the lawsuit filed yesterday by Auerbach against ICANN in California Superior Court. The lawsuit claims that Auerbach has been illegally blocked from inspecting ICANN's corporate records. "ICANN has never prevented Karl from inspecting the records. In fact, we have offered to make those records available to him on several occasions," Lynn added. According to Lynn, Auerbach has only been asked to affirm that he will abide by reasonable procedures for access endorsed by ICANN's Audit Committee (composed of three independent Directors) and shared with the entire Board. "He could have had access months ago but prefers to file lawsuits instead," noted Lynn. Among ICANN's 19-member Board of Directors, only Mr. Auerbach has objected to those procedures, refusing to acknowledge that all ICANN Directors owe a fiduciary duty to ICANN. He claims that he alone, and not the whole Board, will determine whether to disclose personnel and other information normally kept confidential or privileged. "I cannot understand for the life of me why Karl would object to affirming his willingness to keep these records confidential," noted Phil Davidson, Chair of the Audit Committee. "I followed the procedures myself and had full access to all of the records with no hindrance whatsoever." "Karl paints this as a dispute between him and ICANN management, but nothing could be further from the truth," noted Board chairman Vint Cerf. "ICANN management is merely carrying out its obligation to follow the wishes of the Board as a whole rather than follow the dictates of any single Director." The procedures allow for any Director to appeal to the entire Board if he or she disagrees with any decision made under those procedures, an option Auerbach has ignored. By filing the lawsuit he has chosen to bypass the Board. "This lawsuit is misplaced and can only result in a total waste of valuable time and resources," Lynn summarized. "ICANN will defend itself vigorously to protect the rights of the corporation, and the legitimate best interests of all of ICANN's directors and of the stakeholder community." --- ------------------------------------------------------------------------- POLITECH -- Declan McCullagh's politics and technology mailing list You may redistribute this message freely if you include this notice. Declan McCullagh's photographs are at http://www.mccullagh.org/ To subscribe to Politech: http://www.politechbot.com/info/subscribe.html This message is archived at http://www.politechbot.com/ -------------------------------------------------------------------------
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