ICANN Resolutions » 2003-06-02 - Replacement of General Counsel and Secretary
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Board authorizes President to engage one or more outside attorneys to serve as ICANN's Counsel for the period commencing with Mr. Touton's resignation as General Counsel; elects Daniel E. Halloran as Acting Secretary effective upon Mr. Touton's resignation as Secretary.
Whereas, Louis Touton, ICANN's current Vice President, Secretary, and General Counsel, has announced his intention to resign from those positions and to leave the employment of ICANN in late-June 2003;
Whereas, Article XIII, Section 1, of the bylaws requires that ICANN have a President, a Secretary, and a Chief Financial Officer as corporate officers, but places the choice of whether to appoint other corporate officers within the discretion of the Board;
Whereas, Item 2 of the GNSO Policy Development Process (PDP), which constitutes Annex A to the Bylaws, specifies certain analysis of ICANN's General Counsel to occur in connection with the operation of the PDP;
Whereas, ICANN's President has proposed a new staff organization plan for ICANN, to be phased in over the next several months, that will entail two Vice Presidents (of Business Operations and of Supporting Organizations and Committee Support) in separate positions from the position of General Counsel and Secretary;
Whereas, the President has taken steps to begin recruitment for the position of General Counsel and Secretary, but it is unlikely that a permanent replacement will be found to serve in those positions before Mr. Touton's departure;
Resolved [03.93] that the President is authorized to engage one or more outside attorneys, licensed to practice law in the State of California, to serve as ICANN's Counsel for the period commencing with Mr. Touton's resignation as General Counsel, including by performing those functions of the ICANN General Counsel that are contemplated to be performed in the course of the PDP, during the period until a permanent replacement for Mr. Touton is elected by the Board to the position of General Counsel and duly qualified, or until termination of the engagement by the President; and
Further resolved [03.94] that Daniel E. Halloran is hereby elected, effective upon Mr. Touton's resignation as Secretary, to serve as Acting Secretary, at the discretion of the Board and in accordance with the Bylaws, and until a permanent replacement for Mr. Touton is elected by the Board to the position of Secretary and duly qualified, or until Mr. Halloran's resignation, removal, or other disqualification from service.
(The Board approved the above resolutions by a 15-0-0 vote.)