[CCWG-ACCT] Personal thoughts on sole member

Sun Oct 4 23:25:28 UTC 2015

Kavouss,

Are you sure you are replying to my mail????

What I said was: If I have to choose between the full membership model and the sole member, I would prefer the sole member.

I also said that this doesn’t mean that the sole member is the best model.

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

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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De : Kavouss Arasteh [mailto:kavouss.arasteh at gmail.com] 
Envoyé : dimanche 4 octobre 2015 15:56
À : tijani.benjemaa at planet.tn
Cc : Bruce Tonkin; accountability-cross-community at icann.org
Objet : Re: [CCWG-ACCT] Personal thoughts on sole member

 Bruce

Thank you much for your vision and thoughtful messages

You are now becoming the most vocal Board Member in this regard for which I personally thank you .

However, It is difficult to really understand your position.

On the one hand you severely and strongly supporting MEM

One other hand you have referred to the advantages of multiple memberships versus sole membership.

These two ideas are not compatible.

May you clarify your position pls ?
Moreover, the multiple membership requires that  each SO and Ac forms  an Unincorporated Association  which was found very complex and unimplementable  that is why such approach was stopped in favour of MSM.

Do you suggest that CCWG review its position again?

What we need to do is to fully understand how MEM functions and ensure that it has a legal validity

1.    re is a need to fully 

2       There is also a need to indicate in a flow chart7 diagram  the stepwise course of action to be taken as proposed in MEM

2.1    For petition in each SO and AC

2.2    The way that A given petition is executed and decided upon (voting together with the associated threshold versus consensus, based on the procedure  currently applicable in each SO and AC) 

2.3    The follow up actions on petition in Forum, including the participation at the Forum

2.4    Formation of Issue Member Group

2.5    Composition of that Group

2.6    Decision making (voting together with the associated threshold versus consensus) 

2.7    Whether the decision is taken would need to be discussed in the Standing Panel mentioned in the board proposal together with the size, composition and threshold of decision making.

2.8 Which SO and which Ac are decision making and which are advisory 

3       Does the Board have a last word on the decision/ outcome of Issue Member Group? If yes why?

4       Does the Issue Member Group has any fiduciary responsibility 7 authority?

5. What is the real difference between MEM and MSM? If the difference relates to non-voting ability of ACs? .Is the difference is that in MEM approach the implementation 7 binding action of the decision is made is subject to the discretion of the Board?. If yes, does it means that the community does not have a real power to impose its decision to the Board?.

6          In the MEM, Board proposed that the outcome from petition and the outcome from Issue Member Group IS valid ,if no advice received against it from an AC .

7          What is the relation between Standing Panel and Independent Review Panel/ Process?

8          .Don’t you believe that the Issue Group  Member is some type of the Sole Members 

9          Having heard the views of CCWG in LA, does the Board have a way out to arrive at an acceptable consensus? i.e. something between the MEM and MSM?

Regards

Kavouss 

2015-10-04 13:50 GMT+02:00 Tijani BEN JEMAA <tijani.benjemaa at planet.tn>:

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.

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

Tijani BEN JEMAA

Executive Director

Mediterranean Federation of Internet Associations (FMAI)

Phone:  + 216 41 649 605 <tel:%2B%20216%2041%20649%20605> 

Mobile: + 216 98 330 114 <tel:%2B%20216%2098%20330%20114> 

Fax:       + 216 70 853 <tel:%2B%20216%2070%20853%C2%A0376>  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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