[CCWG-ACCT] [WP1] Agenda - WP1 mtg - 9 Oct 2015 at 1730-1930 UTC
Robin Gross
robin at ipjustice.org
Fri Oct 9 13:25:21 UTC 2015
Tijani,
Actually, take another look at the CCWG's draft proposal (below). It is very clear in our proposal that only the AC-SO who appoints a director does the removing. Where did you get the idea it was to be a wider-group decision?
Best,
Robin
From p. 58 of CCWG 2nd draft proposal explaining Individual Board removal (relevant text in RED below):
1 The Board is the governing body of ICANN, with main responsibilities that include employing the President and CEO, appointing the Officers, overseeing organizational policies, making decisions on key issues, defining the organization’s strategic and operating plans and holding the staff to account for implementing them.
2 Of ICANN’s sixteen Directors, fifteen are appointed for a fixed three-year term and generally are in office for the whole term that they are appointed for by his or her SO or AC, or by the Nominating Committee. In addition the Board appoints the President and CEO (confirmed each year at the Annual General Meeting), who serves on the Board ex officio (by reason of his or her position as President and CEO). The power to remove individual Directors of the ICANN Board is currently available only to the Board itself (though this will change with the Single Member Model the CCWG-Accountability is proposing[1]), and can be exercised through a 75% vote of the Board. Today there is no limitation[2] on the Board’s power to remove a director specified in the Bylaws.
3 This power would allow for the removal of a Director before his or her fixed term comes to an end, with no rules set as to limitations on such removal or requirements for a particular cause for such removal. It is expected that this power would only be exercised in cases of serious difficulty with a particular Director.
4 For the seven Directors appointed by one of the three SOs or by the At-Large Community), a process led by that organization or subdivision would decide on the Director’s removal. Only the SO or AC that appointed the Director could decide on that director’s removal. For the purposes of such a removal process, SO means the SO or for the case of the GNSO, the GNSO House that has the Bylaw right to appoint a director.
5 The following process applies for removing a Director appointed by an SO or AC:
1. A decision to start consideration of a Director’s removal requires a call to do so, approved by a simple majority in the SO or AC which originally appointed the director.
2. Where such a call to remove a Director meets the required threshold is announced, within fifteen days a meeting of the ICANN Community Forum (see Section 6.3 for the concept) will be convened. At that meeting:
a) The Chair of the forum must not be associated with the petitioning SO or AC or with the Director involved;
b) Representatives of the appointing/removing SO or AC must explain why they seek the Director’s removal;
c) The Director has the opportunity to reply and set out his or her views; and
d) Questions and answers can be asked of the appointing/removing SO or AC and of the Director involved by all the other participants in the forum
3. Within fifteen days after the meeting of the forum, the SO or AC which originally appointed the Director makes its decision through its usual process.
4. The threshold to cause the removal of the director is 75% of the votes cast in the SO or AC which originally appointed the Director.
5. If the threshold is met, then, as will be set out in the bylaws, the Community Mechanism as Sole Member automatically implements this decision, and the Director is removed.
6. If no decision is made within fifteen days, the process lapses and the director remains in place.
7. No new call to consider the removal of that same director can be made during the term they are serving on the Board following a vote to remove them failing or no decision being made.
[1] If the CCWG-Accountability’s Single Member Model is implemented, the Board could only remove directors for causes specified in the California corporate code – see the memo from 23 April 2015 entitled “Legal Assessment: Executive Summary, Summary Chart and Revised Governance Chart”. For further detail on legal advice provided, see Appendix G.
[2] Today there are escalation paths, up to and including removal from the Board, for Board member violations of the Code of Conduct and Conflict of Interest Policies, but the Bylaws do not currently require such a violation to occur prior to Board removal.
On Oct 8, 2015, at 11:30 PM, Tijani BENJEMAA wrote:
> Robin,
>
> You are right that in California legislature, it is the right of the Member/designator to recall the appointed director. The CCWG proposal was for a sole member, and it is the right of this sole member to recall the directors, not any SO or AC. The sole member being the community as a whole.
>
> I think it is useless that I repeat the several reasons for which I believe it is for the benefit of the organization and the global public interest that the recall should be done by the community not a single SO or AC. I will only mention the benefit of treating all the board directors on an equal footing should they be appointed by an SO or AC or by the NomCom.
>
> -----------------------------------------------------------------------------
>
> Tijani BEN JEMAA
>
> Executive Director
>
> Mediterranean Federation of Internet Associations (FMAI)
>
> Phone: +216 98 330 114
>
> Fax: +216 70 853 376
>
> ------------------------------------------------------------------------------
>
>
>
>
>
>
>
>
>> Le 9 oct. 2015 à 04:47, Robin Gross <robin at ipjustice.org> a écrit :
>>
>> Hi Chris,
>>
>> The CCWG proposal (with which I agree on this point) provides that the specific SO/AC who appoints a board member has the power to recall (not the community-at-large). That is the accountability tool which the California legislature provided by statute to hold board members accountable -- and it is the norm in most organizations of these types. Restricting such a right would be a rare exception in practice. Are there examples of other nonprofit public benefit organizations who have restricted members / designators rights of board recall in such a way?
>>
>> Attempts to restrict members / designators rights to recall the board member which they appoint carry a heavy burden of demonstrating why the California legislature got it wrong in creating this accountability tool - and why the vast majority of other organizations who do provide such statutory recall rights have not been destroyed by the power as ICANN claims will happen if this common ordinary power were to exist at ICANN.
>>
>> Thanks,
>> Robin
>>
>>
>> On Oct 8, 2015, at 4:42 PM, Chris Disspain wrote:
>>
>>> Hi Robin,
>>>
>>> What’s your position on whether it should be the electing SO/AC that can recall or a wider group?
>>>
>>>
>>> Cheers,
>>>
>>> Chris
>>>
>>>> On 9 Oct 2015, at 10:39 , Robin Gross <robin at ipjustice.org> wrote:
>>>>
>>>> Not sure I can make the call tomorrow, so I'll state my position against restrictions to individual director recall rights now.
>>>>
>>>> Considering the only public comment calling for limitations on the community's right to recall the individual board members was from the board itself, and the consensus has consistently been for NOT restricting recall rights, but for providing rationales for recalls, I don't understand why we are forced to continue to beat this dead horse. If two public comment periods have not been enough to create anything close to consensus to restrict the community's board recall rights, let's put this issue to bed and focus on the issues where the community is far more divided.
>>>>
>>>> Thanks,
>>>> Robin
>>>>
>>>> On Oct 8, 2015, at 1:57 PM, Jordan Carter wrote:
>>>>
>>>>> Hi all
>>>>>
>>>>> Here is the proposed agenda for our next call: Friday 9 October at 17h30 UTC for up to two hours.
>>>>>
>>>>> Could all those proposing documents for this meeting please circulate them ASAP, with an email subject line that identifies what your document is?
>>>>>
>>>>>
>>>>> 1. Review of Agenda
>>>>>
>>>>> 2. Second review of comments analysis:
>>>>>
>>>>> a) Budget power
>>>>> b) Affirmation of Commitments
>>>>> c) Community Forum
>>>>> d) Community Mechanism as Sole Member / The Model
>>>>> e) Recall of ICANN Board
>>>>>
>>>>> 3. Approach to documenting our work for 12-Oct deadline
>>>>>
>>>>> 4. Any Other Business
>>>>>
>>>>>
>>>>> Please advise any further / other agenda items...
>>>>>
>>>>>
>>>>> thanks,
>>>>> Jordan
>>>>>
>>>>> --
>>>>> Jordan Carter
>>>>>
>>>>> Chief Executive
>>>>> InternetNZ
>>>>>
>>>>> +64-4-495-2118 (office) | +64-21-442-649 (mob)
>>>>> Email: jordan at internetnz.net.nz
>>>>> Skype: jordancarter
>>>>> Web: www.internetnz.nz
>>>>>
>>>>> A better world through a better Internet
>>>>>
>>>>> _______________________________________________
>>>>> WP1 mailing list
>>>>> WP1 at icann.org
>>>>> https://mm.icann.org/mailman/listinfo/wp1
>>>>
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