[CCWG-ACCT] Proposal for dealing with removal of directors (was Re: An mplication of accountability models being discussed)

[Jordan Carter]

Hi all,

Tijani made the proposal below and I wanted to draw it into a separate
thread in case people missed it.

On 14 July 2015 at 10:25, Tijani BEN JEMAA <tijani.benjemaa at planet.tn>
wrote:

>
> Do you have a concrete suggestion as to how you would see the exercise of
> such a power being done by "a process that is broadly distributed in the
> community" as an alternative for us to consider, and seek legal advice on?
>
> This is a proposals for exercising the power of recalling Board directors
> by a process that is well distributed in the community consisting in
> recalling the board directors (from 1 to 15) by the community and not a
> single SO or AC:
>
> ·         The decision is taken by at least 4 SOs and/or ACs  including
> at list 1 SO and 1 AC.
>
> ·         All the directors have the same treatment (selected by their
> constituencies or by the nomcom)
>
> ·         The SOs and ACs and the NomCom select the board directors and
> their interim simultaneously (the GNSO selects 2 acting directors and 2
> interim ones and the ALAC selects 1 acting director and 1 interim one,
> etc.).
>
> ·         All acting directors sign before taking their position as Board
> Director a commitment to step down in case a community decision to recall
> them is taken
>
> ·         Those interim directors will fully replace the removed
> directors if the number of recalled directors is less than 8. In case the
> number reaches 8 or more, the resulting board (non recalled directors plus
> the interim of the recalled ones) will act as a caretaker till the
> selection of new directors to replace the recalled ones.
>
> ·         This is to replace the 2 powers: stilling the whole board and
> recalling individual board directors.
>
> This has the merit to;
>
> ·         Fulfill the requirement of having the power to remove the whole
> Board and to remove individual board members
>
> ·         make the change smaller and simpler by having a single
> mechanism to recall the board directors instead of 2
>
> ·         not having to find a way for the nomcom to remove their
> appointed directors
>
> ·         avoid a period where ICANN run without board in place
>
> ·         avoid the risk of having an SO or AC recalling their selected
> director because of the SO or AC interest and not the global public interest
>
>
I have a couple of queries / concerns with this:

- if you s/elect "alternative" directors at the same time as the genuine
article, is there an incentive on those people to undermine the ordinary
directors?

- is it legally achievable - i.e. will the springing resignation letters
provide enough cover for a different group than appointed, to enact the
removal?

- could the community council be the decision body for doing this on the
community's part?


cheers
Jordan
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