[CCWG-ACCT] Personal thoughts on sole member

[Kavouss Arasteh]

Dear Bruce
Thank you for your message.
In fact this is an alternative version to MEM and in fact a new model
taking elements of each SMM and MEM mixed them up and adding additional
feathure to it such creating a shadow Board for that with fiduciary
authority and responsibility
May be too complex and less legally valid .
It is saturday morning as it was a good nbreakfast
Regards
Kavouss

2015-10-03 9:40 GMT+02:00 Seun Ojedeji <seun.ojedeji at gmail.com>:

> Once again very helpful intervention with clear rationale. Hopefully the
> CCWG will focus on the content and not the author.
>
> Regards
>
> Sent from my Asus Zenfone2
> Kindly excuse brevity and typos.
> On 3 Oct 2015 08:32, "Bruce Tonkin" <Bruce.Tonkin at melbourneit.com.au>
> wrote:
>
>> Hello All,
>>
>> The following is NOT a Board view.
>>
>> My personal thoughts on sole member is that I prefer a broader membership
>> structure to a sole membership structure.
>>
>> For me - a sole member concentrates all the responsibilities of
>> membership into a single legal entity.   I much prefer more distributed
>> membership structures that are more likely to represent the broader
>> Internet community.
>>
>> I am not aware of any similar Internet based body that operates under
>> this model.   I have been on the Board of several non-profit organizations
>> over the past 20 years in a range of areas from sport to research to
>> business, and I have never personally had any experience in this model.
>> I have also done several company director courses and I have never had this
>> model come up in presentations or discussions.
>>
>> The sole member model also doesn't seem to particularly fit the current
>> SOs and ACs that often have different interests and areas of focus   For
>> example SSAC and RRSAC have quite narrow mandates to look at particular
>> technical issues.   They do not generally get involved in ICANN strategic
>> plans, operating plans, budgets, and naming policies.
>>
>> I think it is far better that SOs and ACs participate in the ICANN model
>> as themselves.   I think we can empower each of these groups in our bylaws
>> in appropriate ways.
>>
>> If the CCWG really wants to go down the single member model, then I would
>> prefer a much more formal structure.
>>
>> - make the single member an incorporated entity
>>
>> - set the articles of incorporation up to ensure  that the single member
>> has a fiduciary responsibility to the Internet community as a whole.   I.e.
>> align its fiduciary responsibility to ICANN's fiduciary responsibility
>>
>> - have a board of the single member with the same structure as ICANN -
>> with SOs and ALAC appointing directors, set up a nominating committee (or
>> use the one we have) to select 8 directors, and have liaisons from GAC,
>> SSAC, RSSAC and IETF.
>>
>> - include in its bylaws its mission (to be a member of ICANN), and
>> processes it will use to reach decisions and consult with the community
>>
>>
>> If this is sounding like what we already have - then that is not
>> surprising.
>>
>> I feel that it is certainly legally possible to create a sole member -
>> but it is practically highly unusual, and also seems completely unnecessary
>> in that we already have a Board that does much the same thing.   The Board
>> listens to all parts of the community before making major decisions, and
>> acts for the benefit of the  Internet community as a whole.
>>
>>
>> So vmy preference order is:
>>
>> - leverage the governance model we have and refine to have additional
>> powers for the SOs and ACs in the bylaws, have a binding IRP mechanism if
>> any SO or AC feels that  board is not following the bylaws, and set up a
>> mechanism to ensure that IRP decision is legally enforceable.   This is
>> broadly the current Board proposal.
>>
>> - move to a full membership model with appropriate diversification and
>> participation of members that include infrastructure operators and users,
>> with appropriate culture and geographical diversity
>>
>> - use a sole member model  - with a fully incorporated member and clear
>> fiduciary responsibilities.   Set up the board of the sole member with an
>> equivalent level of governance as we have with the Board of ICANN.
>>
>> Regards,
>> Bruce Tonkin
>>
>>
>> _______________________________________________
>> Accountability-Cross-Community mailing list
>> Accountability-Cross-Community at icann.org
>> https://mm.icann.org/mailman/listinfo/accountability-cross-community
>>
>
> _______________________________________________
> Accountability-Cross-Community mailing list
> Accountability-Cross-Community at icann.org
> https://mm.icann.org/mailman/listinfo/accountability-cross-community
>
>
-------------- next part --------------
An HTML attachment was scrubbed...
URL: <http://mm.icann.org/pipermail/accountability-cross-community/attachments/20151003/3e9f2a88/attachment.html>