[council] Re: Eligibility for Board Candidates/White

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

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The question has been raised whether Mike White is eligible for election to
the Board because he has not to date been active in the DNSO.  The bylaws
do not speak to this at all, and therefore I see no basis for concluding
that the DNSO or any SO cannot select anyone they wish for the Board seats
that they are responsible for.  The Board member, after all, is required by
Article V Section 8, and by general fiduciary duty concepts, to represent
the interests of the Corporation, not the SO.  Thus, what the SO's (and
presumably the At Large Council as well if it is formed) are responsible
for doing is selecting Board members to represent the Corporation who the
selecting body is comfortable with.  There is no logical reason why the
pool of such people needs to be limited to "members" of the SO, which would
be very hard to define in any event.  With Mr. Bildt, it was his
governmental responsibility that was in conflict with the bylaws, not his
lack of involvement with the SO.  As I think we have seen with the ICANN
Board, the introduction of people who have not been closely involved with
the ongoing fights has many benefits; in any event, it is certainly not
precluded by the bylaws.