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    Board of Directors The ad hoc group of functionaries that blocked Karl Auerbach's access
    posted by michael on Tuesday July 30 2002, @08:25AM

    fnord writes "I was surprised to read from the Judge's prelimininary ruling [HTML], emphasis mine:
    Additionally, the Inspection Procedures here apparently have not even been adopted by the ICANN Board of Directors, but were promulgated by an ad hoc group of functionaries consisting of the Audit Committee, Louis Touton, Diane Schroeder, and Lynn (Auerbach Dec. Ex. 17, 18, 21).
    For those who might not know who some of these folks are, I thought it would be helpful to provide some pointers. Accessing some of that information turned out to be more difficult than I had expected."




    Lynn is of course M. Stuart Lynn, ICANN's President and CEO since March 2001. He has announced he is retiring. Louis Touton is ICANN's longtime Vice-President, Secretary, and General Counsel, prior to that he spent 18 years with Jones, Day, Reavis & Pogue, ICANN's controversial law firm (note that over two and a half years later, lawyer Joe Sims bio still doesn't appear on ICANN's bio page, in fact he isn't even listed). Diane R. Schroeder is ICANN's Chief Financial Officer, Business and Finance Manager (listed, but still no ICANN bio link). She was given the additional responsibilities of CFO in December 2001 when she replaced Andrew McLaughlin, who was becoming Vice President, and has since announced that he is leaving ICANN. Why put folks in new positions for a short time? Isn't continuity important? Here is what Karl Auerbach thought of the appointment of ICANN's former office manager to CFO at the time.

    The membership of the ICANN Audit Committee was more difficult to discover. ICANN's link to them is here but is outdated. Its membership was last changed at a Board of Directors meeting, but you won't find any mention of it at ICANN's Meeting link off its front page, that only deals with open meetings, not the far more numerous closed ones. The minutes can be found here, though that's if you're lucky, ICANN still hasn't ratified the minutes of their last two Annual Meetings (and numerous others) going back over 20 months, or if they have ratified them they certainly haven't published them within 24 hours as they are required to do by the ICANN bylaws. To digress, I suppose if ICANN must publish minutes once they are ratified, the best thing to do if one doesn't want them published is just not to ratify them. I can think of no other credible reason for this incredible delay in producing minutes. I've had considerable experience, often as a Director, with non-profit orgs (from as large as ICANN to as small as one can imagine) for over 30 years and I have never ever seen, or even heard of, an org where minutes were anywhere close to being so tardy, and if there was a delay of at most a few months, there was some understandable reason for it. What is the reason here? Keeping accurate and timely minutes is one of the most important tasks of any incorporated organization, and in this case is required by the bylaws. Luckily some unelected Directors seem to be there for life, or we would have the prospect of a Board eventually voting on minutes (assuming they ever get around to it) from long ago meetings that none of them attended. Just another ICANN controversy to add to the pile.

    The Audit committee was last changed (one assumes) at a closed meeting, minutes here, on April 22, 2002 when the resigning director Philip Davidson was replaced. Strangely, it wasn't until two meetings later that he was replaced as a member of the controversial (perhaps that's Karl's next lawsuit, I'm unclear if the present ruling will breach that stonewall) Conflict of Interest Committee (ICANN link here that may now be accurate, but probably not for too long, the also controversial Director Robert Blokzijl apparently hasn't been re-(s)elected, though I've seen no official word on that (no minutes on the other replacement yet, hey, it's only three meetings ago, preliminary report here).

    So I am belatedly able to report that the ICANN Audit Committee now apparently consists of ICANN Board of Directors members Frank Fitzsimmons (Chair), Jun Murai, and Lyman Chapin. Chapin is the newcomer. Indeed, the other two are two of the four controversial unelected boardsquatters who have been around since the beginning. I might also ask, why keep the same folks in the same positions for so long? Continuity? Of what? The audit committee of course, in addition to the task of keeping its own fellow Director from seeing corporate records in contravention of the law, is responsible for choosing ICANN's external auditors, a task they didn't manage to do until well into ICANN's existence. The only external auditor they have had to date is KPMG. Which is handy, as from reading the above (this didn't start out as a litany of ICANN controversies and is far from a complete list), it is the only way to tell them from WorldCom and Enron, the latter two largely relied on Arthur Andersen, ICANN only used AA as outside advisors for the controversial (I won't bother with a link, there are too many) rollout of New TLDs.

    If it is this difficult for me to just figure out who is on the Audit Committee, can you imagine Karl Auerbach having to go through thousands of records that may be in similar shape, missing, misleading or inaccurate? Or even worse shape? Is this the reason for the long delay in allowing Karl Auerbach access? The task of fully accessing the records may not now even be possible before he is, as the Judge put it, legislated out of office this November. Or perhaps the US Department of Commerce will grab a clue and replace this sorry lot with something approaching competence in the meantime. We can only hope. Regardless, the Cavebear will really deserve a hibernation after all this. -g

     
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    The ad hoc group of functionaries that blocked Karl Auerbach's access | Log in/Create an Account | Top | 12 comments | Search Discussion
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    Re: The ad hoc group of functionaries that blocked
    by fnord (groy2kNO@SPAMyahoo.com) on Tuesday July 30 2002, @09:18AM (#8226)
    User #2810 Info
    I'd said a bit more about Philip Davidson earlier here. -g
    [ Reply to This | Parent ]
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