[CCWG-ACCT] CCWG - Bylaws Drafting - Questions

Sat Apr 9 12:30:48 UTC 2016

this is interesting but I am confused about whether it is really a practical concern. In fact, the Board has never removed a Director.  NOR refused to embrace whomever we, the community put forward. 
I agree with Thomas that refusing to accept a Board member placed by the community by the rest of the Board would represent a 'rogue' Board and then the Community would undoubtedly fully protest.
Let's look back at our history of placing Board members. And let's be frank with each other, and honest. We, the community have sent forward some Board members who have limited expertise in ICANN issues; we have sent forward some who were even ICANN critics; we have sent forward some who sleep through meetings. So far, the Board members have embraced each and every one and all have then tried to work on our behalf. 
If we, the community elect or the NomComm selects a Board member, I seriously doubt that the rest of the Board will work to reject them or him or her.  So, I find this an extremely unlikely occurrence.

From: thomas at rickert.net
Date: Sat, 9 Apr 2016 09:23:34 +0200
To: seun.ojedeji at gmail.com
CC: accountability-cross-community at icann.org
Subject: Re: [CCWG-ACCT] CCWG - Bylaws Drafting - Questions

Hi Seun, all,in the document circulated by Bernie a while ago, we have offered a reworded answer to the EC consent question:
***

				The Board always had the power to remove directors. The CCWG recommends two
community powers on removing individual directors and recalling the entire Board.
However, the previously existing right of the Board to remove directors was neither
removed nor altered by the CCWG recommendations. The CCWG asks the lawyers to
ensure that this right for the Board will remain in tact and include required language in
the Bylaws.

However, concerns have been expressed that there might be issues when the
community tries to seat Board members and then the Board removes those board
members instantly. We kindly ask the lawyers to comment on ways, if any, to mitigate
that risk without changing the substance of the recommendations. 

		***
As we are working on the implementation of our recommendations and since our report did not include changes to the Board’s power to remove colleagues,  still struggle with the notion of requiring active participation of the EC.
Having said that, I understand the issue raised about immediate removal of those directors by the Board that the EC tries to place on the Board. However, I am not sure our response should be to change the Board process. If a rogue Board tries to prevent the EC from seating Board members of their liking by removing them straight away, we should remove the Board. 
I think that changing the Board process would not address the root cause of the issue, which would be a Board not playing by the rules. 
Best,Thomas

Am 09.04.2016 um 06:23 schrieb Seun Ojedeji <seun.ojedeji at gmail.com>:Hi,This implies that you(some) don't think board should be able to remove it's members. While I wonder why you have such view, I don't think that its a question/response we should be sending to the lawyers as it is a decision the CCWG has to made.In the past, we have pushed so much question to the lawyers without actually indicating what we want. It is my hope that we will avoid that at this stage; we should always indicate what we want so layers can advice on how we may go about it (if at all possible).That said, I think we need to recognise the implication of what you've said; it implies that a community process will need to be put in place to get the EC's approval and I wonder how long that would take. The other question from that is what the status of the menber would be during that process. I don't know of any organisation that makes its board so dependent in the manner you are proposing. Andrew raised a valid concern about possibility of board removing a member that was re-appointed (within the same term). While I believe such scenario would be so extreme and close to impossible, as I have earlier said a way to approach it could be to subject subsequent removal to actual approval of EC. However the Co-Chairs in their wisdom has thrown the question of "how to achieve what we want" to the lawyers which I believe is in order. I do think we should be setting processes that helps the board know the consequences of their actions and not the one that always prevents them from acting.Regards

Sent from my LG G4

Kindly excuse brevity and typos
On 8 Apr 2016 10:49 p.m., "Chartier, Mike S" <mike.s.chartier at intel.com> wrote:

RE: Q6“concerns have been expressed that there might be issues when the community tries to seat Board members and then the Board removes
 those board members instantly.”I’m not sure that captures the whole concern. Some expressed the desire that the EC consent be real and not perfunctory. From: accountability-cross-community-bounces at icann.org [mailto:accountability-cross-community-bounces at icann.org]
On Behalf Of Bernard Turcotte

Sent: Friday, April 8, 2016 5:35 PM

To: Accountability Cross Community <accountability-cross-community at icann.org>

Subject: [CCWG-ACCT] CCWG - Bylaws Drafting - Questions 

All,

Please find attached 2 documents.

The first is the compilation of the answers provided to lawyers on Thursday April 7th.

The second is a list of remaining open questions. For some of these questions the CCWG co-chairs and rapporteurs have reviewed the original proposed replies or added some new replies - these are clearly indicated in the document.

Co-chairs, rapporteurs and staff have tried to be dutiful in capturing the questions from the list but it is possible some were missed. If you have submitted a question or issue please verify it is included in this version of the document.

Please remember that the deadline for submitting questions and issues is 23:59 UTC Saturday April 9 2016.

We are looking forward to continuing the process of addressing these issues and questions at our Monday April 11th meeting at 19:00 UTC.

Bernard Turcotte

ICANN Staff Support for the CCWG Co-Chairs

Thomas Rickert, Mathieu Weill, Leon Sanchez

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