Re: [ga] further response from Karl A.

[Eric Dierker <eric@hi-tek.com>]

Karl,

Take heart and a deep breath.  You are right and they are wrong.

"Information clamp down creep" is a sure sign of the reality of
something to hide. As any good interrogator knows, you probe in 
all directions and where you find the resistance you have found
the problem.

Why not be open and transparent?  I will not answer my own question but
it roots in evil.

This does not sit well.  ICANN is behind in filing it's appropriate tax
paperwork.  It has yet to comply with necessary requirements for 
continuing not-for-profit status. (the not for profit status 
granted based on promises but then the proof of compliance with those 
promises must be filed - sound familiar? - proof of concept)

If I recall the last released audit had provisions in it stating that 
it was not complete and that documentation was missing.

So why would a piddly little non-profit, with two lawyers on staff need
to hire a billion dollar audit firm like KPMG?  I also don't recall
seeing them reflected in the budget. Pro Bono? ICANN is not SEC so 
why do they need this in the first place. Small Cal corps don't need 
no stinking audits.

And I have yet to understand how Postel's estate did not have some sort 
of claim to residuals for all his efforts.  But then again Jones Day 
were obviously his lawyers and ICANNS. And Touton is both counsel and
an officer.

Us little guys down here don't know all that important stuff you guys do
but I think to an individual we appreciate that you are our
representative.

I remain at my representatives service.

Eric

Joop Teernstra wrote:

> Stuart Lynn's response is very disingenuous:
>
> First, he says that I can see the documents - but only if I sign
> restrictive covenents first. But it is the fact that I have no obligation
> to sign those agreements which is at issue. It is my contention that I not
> only have no obligation to sign, but that signing would be to surrender my
> right of independent judgement which is imposed upon me as a Director.
>
> Second, those agreements are not the result of the audit committee. Yes,
> there are procedures that were emitted by that committee - and I did object
> to those procedures to the entire board - but ICANN's management has
> quietly extended those procedures with additional requirements,
> restrictions, and demands. These additional requirements have not ever been
> presented by ICANN's management to the board of directors and as far as I
> can tell are being imposed on me alone among all of the directors.
>
> Third, I do wonder about the motive of ICANN. As far as I have been able to
> ascertain ICANN has not, even after three years of existance, created a
> confidentiality policy for its employees. Yet, here is ICANN trying to
> impose on a Director, a person who already is obligated to protect the
> corporation, a contract that ICANN isn't even willing to impose on its own
> employees.
>
> (The matter of the existance and content of an employee handbook, an
> employee proprietary rights agreement, and other such protective agreements
> with employees is one of the items that is the subject of my request for
> inspection. It is apparent that ICANN considers these to be confidential!)
>
> Fourth: I wonder about who is setting himself above whom. I have a statute
> on my side that gives me the "absolute right" to inspect and copy corporate
> documents. ICANN's management has nothing of that nature. My right of to
> act exists in me individually and is not predicated on agreement by the
> entire board or corporate management.
>
> Thus the matter is this: Why is ICANN's management setting itself above the
> clear dictates of California law? Why is ICANN, which is required by its
> own bylaws to "operate to the maximum extent feasible in an open and
> transparent manner" so quick to try to label everything as secret, even
> from its own Directors?
>
> --karl--
>
>   I strongly recommend to follow the story "Cavebear meets stonewall"  on
> www.icannwatch.org with numerous comments and follow-up.
>
> --Joop
>
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