[CCWG-ACCT] Personal thoughts on sole member

Tijani BEN JEMAA tijani.benjemaa at planet.tn
Sun Oct 4 11:50:24 UTC 2015


Bruce,

 

You say you prefer a full membership model where each SO and AC becomes a
member rather than a sole membership model because it concentrates all the
powers in the hands of a single entity. 

 

I don’t think it is the best way to avoid capture: In case we have each SO
and AC becoming a member, all those members will have the full statutory
rights and can at anytime exercise them including before the Californian
courts. The SOs or ACs that have a big interest (financial, political, etc.)
may use their member right to force the board to act for their own narrow
interest.

 

In the sole membership model, no power is allowed to a single SO or AC; they
can’t act separately. Any power exercise would be the result of the
community consensus (any form of consensus including voting). So no capture
is possible.

 

The only risk would be if all the community is not represented in the sole
member decision making, but this is the same risk for the full membership
model where you would have only some SO/AC becoming members of ICANN.

 

I don’t say that the sole membership model is the best, but if I compare it
to the full membership model, I would prefer it.

 

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Tijani BEN JEMAA

Executive Director

Mediterranean Federation of Internet Associations (FMAI)

Phone:  + 216 41 649 605

Mobile: + 216 98 330 114

Fax:       + 216 70 853 376

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-----Message d'origine-----
De : accountability-cross-community-bounces at icann.org
[mailto:accountability-cross-community-bounces at icann.org] De la part de
Bruce Tonkin
Envoyé : samedi 3 octobre 2015 08:32
À : accountability-cross-community at icann.org
Objet : [CCWG-ACCT] Personal thoughts on sole member

 

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

 

 

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