Electronic Frontier Foundation Media Release

Director Sues Organization that Oversees Internet

ICANN Broke Law, Refused to Disclose Documents

For Immediate Release: Monday, March 18, 2002

Los Angeles - The Electronic Frontier Foundation today helped a member of the ICANN Board of Directors file a lawsuit forcing ICANN management to grant him some reasonable access to corporate records.

Karl Auerbach, the North American Elected Director of the Internet Corporation for Assigned Names and Numbers (ICANN) began asking for corporate records in December 2000, shortly after he was elected to the Board. ICANN management dragged its feet for nine months, then issued a new "policy" -- never brought before the Board for discussion or vote -- requiring Auerbach to sign a non-disclosure agreement that placed Auerbach's ability to discuss the records at the discretion of ICANN management.

"California nonprofit law requires a corporation to provide its directors the information required to make informed and intelligent decisions," said Auerbach. "ICANN management has denied me the tools I need to exercise independent judgment and fulfill my duties as a director."

"Directors, not management, have the ultimate responsibility and authority to oversee the operations of a corporation like ICANN," explained Auerbach's attorney James Tyre. "ICANN staff's arbitrary and changing policy regarding access to corporate records is not only disturbing, but unlawful in the state of California."

"The Electronic Frontier Foundation finds ICANN management's apparent abuse of power disturbing," added EFF Legal Director Cindy Cohn. "The Internet community relies on well-informed ICANN directors like Mr. Auerbach to administer the corporation appropriately."

Because ICANN is a non-profit California corporation, the organization must comply with a California statute giving any director of the corporation an "absolute right" to inspect and copy corporate records.

In addition, ICANN's bylaws provide that: "Every Director shall have the right at any reasonable time to inspect and copy all books, records and documents of every kind, and to inspect the physical properties of the Corporation. The Corporation shall establish reasonable procedures to protect against the inappropriate disclosure of confidential information."

The case, entitled Auerbach v. ICANN, case no. BS074771, was filed in California Superior Court, Los Angeles County.

Links:

For documents related to the Auerbach v ICANN case:
http://www.eff.org/Infra/DNS_control/ICANN_IANA_IAHC/Auerbach_v_ICANN/

ICANN Articles of Incorporation:
http://www.icann.org/general/articles.htm

ICANN Bylaws:
http://www.icann.org/general/bylaws.htm

About EFF:

The Electronic Frontier Foundation is the leading civil liberties organization working to protect rights in the digital world. Founded in 1990, EFF actively encourages and challenges industry and government to support free expression, privacy, and openness in the information society. EFF is a member-supported organization and maintains one of the most linked-to websites in the world:
  http://www.eff.org/

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