Prepared By: The Berkman Center for Internet and Society at Harvard Law School
Ben Edelman, Larry Lessig, Molly Shaffer Van Houweling, Jonathan Zittrain
| 8. Fiduciary duties of directors and officers | |||
| 8.1. General | |||
| White Paper No points found. | "Consensus" No points found. | IANA Draft Bylaws v5 ARTICLE V: STRUCTURE OF THE BOARD OF DIRECTORS Section 8. DUTIES OF DIRECTORS Directors shall serve as individuals who have the duty to act in what they reasonably believe are the best interests of the Corporation and not as representatives of their Supporting Organizations, employers or any other organizations or constituencies. | Boston Working Group Same provision as IANAv4 draft. |
| 8.2. Loans to directors | |||
| White Paper No points found. | "Consensus" No points found. | IANA Draft Bylaws v5 ARTICLE X: GENERAL PROVISIONS Section 4. LOANS No loans will be made by or to this Corporation and no evidences of indebtedness will be issued in its name unless authorized by a resolution of the Board. Such authority may be general or confined to specific instances; provided, however, that no loans will be made by the Corporation to its Directors or Officers. | Boston Working Group Same provision as IANAv4 draft. |
| 8.3. Conflicts of interest | |||
| White Paper No points found. | "Consensus" No points found. | IANA Draft Bylaws v5 No points found. | Boston Working Group ARTICLE IV: POWERS Section 7. CONFLICT OF INTEREST Changed: The Board, through a committee designated for that purpose, shall require a statement from each Director not less frequently than once a year setting forth all business and other affiliations which relate in any way to the business and other affiliations of the Corporation. Each Director shall be responsible for disclosing to the Corporation any matter that could reasonably be considered to make such Director an "interested director" within the meaning of Section 5233 of the California Nonprofit Public Benefit Corporation Law ("CNPBCL"). In addition, each Director shall disclose to the Corporation any relationship or other factor that could reasonably be considered to cause the Director to be considered to be an "interested person" within the meaning of Section 5227 of the CNPBCL. Such disclosures should, to the extent reasonable in consideration of proprietary concerns and individual privacy, be a matter of public record. The Board may adopt a policy specifically addressing Director and Officer conflicts of interest. No Director shall vote on any matter in which he or she has a material and direct interest that will be affected by the outcome of the vote. |
| 8.4. Indemnification | |||
| White Paper No points found. | "Consensus" No points found. | IANA Draft Bylaws v5 ARTICLE IX: INDEMNIFICATION OF DIRECTORS, OFFICERS EMPLOYEES AND OTHER AGENTS The Corporation shall, to maximum extent permitted by the CNPBCL, indemnify each of its agents against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact that any such person is or was an agent of the Corporation. For purposes of this Article, an "agent" of the Corporation includes any person who is or was a Director, Officer, employee or any other agent of the Corporation; or is or was serving at the request of the Corporation as a Director, Officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise. The Board may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the Corporation against any liability asserted against or incurred by the agent in such capacity or arising out of the agent's status a such, whether or not this Corporation would have the power to indemnify the agent against that liability under the provisions of this Article. | Boston Working Group ARTICLE IX: INDEMNIFICATION OF DIRECTORS, OFFICERS EMPLOYEES AND OTHER AGENTS Changed: The Corporation shall, to maximum extent permitted by the CNPBCL, indemnify each of its agents against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact that any such person is or was an agent of the Corporation. For purposes of this Article, an "agent" of the Corporation includes any person who is or was a Director, Officer, employee advisory committee members or any other agent of the Corporation; or is or was serving at the request of the Corporation as a Director, Officer, employee advisory committee members or agent of another Corporation, partnership, joint venture, trust or other enterprise. The Board may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the Corporation against any liability asserted against or incurred by the agent in such capacity or arising out of the agent's status a such, whether or not this Corporation would have the power to indemnify the agent against that liability under the provisions of this Article. |
| 8.5. Insurance | |||
| 8.6. Other | |||