[ga] further response from Karl A.

[Joop Teernstra <terastra@terabytz.co.nz>]

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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