[CCWG-ACCT] Individual ICANN Board Members removal requirements

Sat Jul 18 15:28:15 UTC 2015

Hi Greg,

Maybe the "agreement" i used may have seem to imply that CMSM would have to
formerly gives its stamp on respective SO/AC appointment. Thats was not my
intent and i apologise if you read it that way. I will try again. For
clarity, below is what i currently understand:

- Post-Transition, ICANN will become a member organisation
- Its a member that exercise community powers including appointing and
removing board members
- The community currently agrees to put a process that ensures current
appointment process is not questioned by CMSM even though its technically
the member that appoints
- Part of the community is saying removal of board members should be
questioned by CMSM before CMSM exercises such power, while other part of
the community are saying CMSM should not question such move from respective
SO/ACs

Can you please tell me which of the 4 items above is incorrect as you seem
to have emphatically stated?

Regards

On Sat, Jul 18, 2015 at 4:05 PM, Greg Shatan <gregshatanipc at gmail.com>
wrote:

> Seun,
>
> That is absolutely incorrect.  What you state is not a "pass-through" at
> all.  This has to be a pure pass-through, and there must be no implications
> from that.
>
> There is no such "indirect agreement."  And if that needs to be explicitly
> spelled out, it should be.  A SO/AC's appointment is a SO/AC's appointment,
> no more and no less.  The SO/AC therefore has the absolute discretion to
> remove their appointed members, and the CMSM has no say in the matter, just
> as they have no say in the appointment.
>
> Greg
>
> On Sat, Jul 18, 2015 at 10:37 AM, Seun Ojedeji <seun.ojedeji at gmail.com>
> wrote:
>
>> On Sat, Jul 18, 2015 at 3:27 PM, Greg Shatan <gregshatanipc at gmail.com>
>> wrote:
>>
>>> I'm not Seun, but it's clear to me that for appointments, it is (a) and
>>> not (b).  In other words, the CMSM is a pure pass-through of SO/AC board
>>> appointments, and has no capacity to debate or vote on a particular SO/AC's
>>> appointments.
>>>
>>
>> Correct! and by such CMSM pass through, the SO/AC is indirectly agreeing
>> that the particular board member will act in the interest of CMSM (the
>> organisation/community) and so the removal process should require
>> confirmation from CMSM that the board indeed violated such community
>> interest (as defined in the bylaw)
>>
>> I think its important we note that no single SO/AC will have a right to
>> legally appoint/remove post-transition.
>>
>> Regards
>>
>>>
>>> Greg
>>>
>>> On Sat, Jul 18, 2015 at 10:22 AM, Seun Ojedeji <seun.ojedeji at gmail.com>
>>> wrote:
>>>
>>>> On Sat, Jul 18, 2015 at 3:04 PM, Alan Greenberg <
>>>> alan.greenberg at mcgill.ca> wrote:
>>>>
>>>>> Seun, my message was only about appointments.
>>>>>
>>>>> To be clear, is it your understanding that when an SO or AC selects a
>>>>> Board member, a) the CMSM *must* make that appointment, or b) may the other
>>>>> SO/ACS vote not to?
>>>>>
>>>>> a or b?
>>>>>
>>>>
>>>> Not sure i got your option "b" correctly. It is my understanding that
>>>> if SO or AC selects board members post-transition they will be doing so as
>>>> CMSM (since thats the only mechanism to formerly appoint and remove members)
>>>>
>>>> That said, i think one point from Jordan's summary would be sufficient
>>>> for me as it concerns board removal requirements:
>>>>
>>>> *1. Consultation requirement added*
>>>>>
>>>>> Where the process to remove a director or the Board is triggered,
>>>>> there would be a public discussion in the Community Forum to discuss the
>>>>> matter, before the decision-maker is allowed to take a vote.
>>>>>
>>>>
>>>> Just for record, i am more about the removal process and not the
>>>> appointment.
>>>>
>>>> Regards
>>>>
>>>>
>>>>
>>>>
>>>>>
>>>>> Alan
>>>>> --
>>>>> Sent from my mobile. Please excuse brevity and typos.
>>>>>
>>>>> On July 18, 2015 3:50:15 PM GMT+02:00, Seun Ojedeji <
>>>>> seun.ojedeji at gmail.com> wrote:
>>>>>>
>>>>>> Hello Alan,
>>>>>>
>>>>>> On Sat, Jul 18, 2015 at 2:16 PM, Alan Greenberg <
>>>>>> alan.greenberg at mcgill.ca> wrote:
>>>>>>
>>>>>>> Seun, I think that you may have misunderstood. The CMSM would be
>>>>>>> required pass on the appointment decisions of the SO/AC/NomCom, but it
>>>>>>> would not take an independent decision on these. The decision to appoint
>>>>>>> would remain the sole right of the individual SO, AC or NomCom.
>>>>>>>
>>>>>>
>>>>>> I think i understand that correctly Alan; even though SO,AC or Nomcom
>>>>>> appoints, the bylaw would legally recognise that the appointments were made
>>>>>> by CMSM. Otherwise there will not have been need for item 2 below as
>>>>>> presented by legal council:
>>>>>>
>>>>>> ICANN Bylaw moderation required for CMSM:
>>>>>>  - Set up community mechanism as sole member
>>>>>> - Alter director selection process so CMSM *elects* directors
>>>>>> - Address membership structure with one member
>>>>>>
>>>>>> In my country the president appoints its minister but the "house of
>>>>>> assembly" approves it. While we may say president indeed does indeed
>>>>>> appoint constitutionally the assembly is part of the appointment.
>>>>>>
>>>>>>>
>>>>>>> So we are not populating the Board collectively, the collective is
>>>>>>> simply honouring the decision of the individual organizations.
>>>>>>>
>>>>>>
>>>>>> Based on my above i hope you get my point now.
>>>>>>
>>>>>> Again as its been said often, board removal is an unlikely thing to
>>>>>> happen(although i will argue its because we have not such provision at the
>>>>>> moment). However if we make SO/AC board member removal so independent of
>>>>>> other parts of the community, then we may experience board removal often
>>>>>> than we may have thought.
>>>>>>
>>>>>> We need to know know every board member removed is removed because he
>>>>>> did not act in-line with the bylaw and not necessarily because he/she did
>>>>>> not act inline with a particular SO/AC's view (even though that can be a
>>>>>> second reason)
>>>>>>
>>>>>> Regards
>>>>>>
>>>>>>>
>>>>>>> Alan
>>>>>>>
>>>>>>>
>>>>>>> At 18/07/2015 07:21 AM, Seun Ojedeji wrote:
>>>>>>>
>>>>>>>  - SO/AC removing their individual board members goes against the
>>>>>>>> concept of "Community Mechanism as Sole Member" (CMSM) which simply
>>>>>>>> indicates that appointment of board members would now be executed by CMSM
>>>>>>>> (even though individual SO/AC does the selection). So if we populate the
>>>>>>>> board collectively why should we not so same for removal
>>>>>>>>
>>>>>>>> - It would make no procedural sense for us to exercise CMSM powers
>>>>>>>> without the bodies that constitutes that mechanism approving it- I don't
>>>>>>>> know of any organisation where this is done. Even in individual members
>>>>>>>> based organisations, a member cannot remove any board member, its usually
>>>>>>>> certain number of members.(including if it were board removing its member)
>>>>>>>>
>>>>>>>
>>>>>>>
>>>>>>
>>>>>>
>>>>
>>>>
>>>> --
>>>> ------------------------------------------------------------------------
>>>>
>>>>
>>>>
>>>>
>>>>
>>>> *Seun Ojedeji,Federal University Oye-Ekitiweb:
>>>> http://www.fuoye.edu.ng <http://www.fuoye.edu.ng> Mobile: +2348035233535**alt
>>>> email: <http://goog_1872880453>seun.ojedeji at fuoye.edu.ng
>>>> <seun.ojedeji at fuoye.edu.ng>*
>>>>
>>>> The key to understanding is humility - my view !
>>>>
>>>>
>>>>
>>>> _______________________________________________
>>>> Accountability-Cross-Community mailing list
>>>> Accountability-Cross-Community at icann.org
>>>> https://mm.icann.org/mailman/listinfo/accountability-cross-community
>>>>
>>>>
>>>
>>
>>
>> --
>> ------------------------------------------------------------------------
>>
>>
>>
>>
>>
>> *Seun Ojedeji,Federal University Oye-Ekitiweb:
>> http://www.fuoye.edu.ng <http://www.fuoye.edu.ng> Mobile: +2348035233535**alt
>> email: <http://goog_1872880453>seun.ojedeji at fuoye.edu.ng
>> <seun.ojedeji at fuoye.edu.ng>*
>>
>> The key to understanding is humility - my view !
>>
>>
>>
>

-- 
------------------------------------------------------------------------

*Seun Ojedeji,Federal University Oye-Ekitiweb:      http://www.fuoye.edu.ng
<http://www.fuoye.edu.ng> Mobile: +2348035233535**alt email:
<http://goog_1872880453>seun.ojedeji at fuoye.edu.ng
<seun.ojedeji at fuoye.edu.ng>*

The key to understanding is humility - my view !
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