[council] Re:

["Joe Sims" <Joe_Sims@jonesday.com>]

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Dennis:

The relevant language from the bylaws is as follows:

"Notwithstanding anything herein to the contrary, no official of a national
government or a multinational entity established by treaty or other
agreement between national governments may serve as a Director. As used
herein, the term "official" means a person (a) who holds an elective
governmental office or (b) who is employed by such government or
multinational entity and whose primary function with such government or
entity is to develop or influence governmental or public policies."
[Article V, Sec. 5]

Thus, there are two questions:  is a paid UN Special Envoy "employed by"
the UN; and is Mr. Bildt's position one whose "primary function is to
develop or influence governmental or public policies?"

After consulting internally, and thinking this through, I think the answer
to both is yes.  A consultant is a temporary employee, hired to do a
specific task.  Section 5 was intended to prevent service on the Board by
governments or multinational bodies or their representatives; the proviso
was intended to not exclude, for example, an academic who was a professor
at a state-owned university, or (albeit a government employee) was
primarily a technical, not a policy, person.  Thus, without debating the
wisdom of this language, as written I would interpret Section 5 to cover a
UN Special Envoy, as that position was explained by Mr. Bildt.

On the second point, without knowing exactly what Mr. Bildt's charge is, I
have to assume that his role is to develop or influence policy.  In any
event, it certainly is not technical, which was the intended exclusion.

Thus, my opinion is that Mr. Bildt currently is not eligible, under this
provision, to serve as a Director.  While in fact he might well be a
splendid addition to the Board, and would certainly bring a unique
perspective, it does not appear that he is currently able to serve.

Please feel free to let me know if you see a flaw in this reasoning or have
other questions.



                                                                  
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Extension:

To:   "Joe Sims (E-mail)" <Joe_Sims@jonesday.com>
cc:   "Andrew McLaughlin (E-mail)" <mclaughlin@pobox.com>, "Dennis Jennings
      (E-mail)" <dennis.jennings@ucd.ie>,
      "'carl@bildt.net'"<carl@bildt.net> (bcc: Joe Sims/JonesDay)
Subject:




Joe,

I wonder could you assist me.

Some Names Council people have raised a query on the eligibility of Carl
Bildt for election to the ICANN Board, given his previous government
activities and his current relationship with the UN.

To clarify - Carl has retired from politics and is no longer a Swedish
politician.  Carl is a consultant under a short term contract with the UN.
 This will end later this year - but may be followed by further short term
consultant contracts.

As I read the ICANN By Laws, there is nothing to exclude ex-politicians who
are consultants to the UN (not employees of the UN).

Is this reading correct ?  Please advise.

Many thanks
Dennis

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