<div dir="ltr"><div class="gmail_default" style="font-family:verdana,sans-serif">I wasn't entirely joking. A parallel board may not be the way, but something that has contributions from the community in roughly parallel terms to the Board can't easily be criticized as a "concentration of power." Especially by those set up in a similar fashion. A Board may not be the solution, since Boards (like members) tend to get powers beyond those you expressly want; and then you have to box in the Board to avoid having them use those powers (sound familiar?). The grouping could be designated something other than a Board -- The High Council or the Cross-Community Conclave (CCC). Aside from the NomCom issue (and yes, you could have a multistakeholder committee select the remaining seats from among the community), it's not all that difficult.</div><div class="gmail_default" style="font-family:verdana,sans-serif"><br></div><div class="gmail_default" style="font-family:verdana,sans-serif">The larger point though is that to avoid concentration of power, we have to include everyone in an appropriate way at the appropriate time. Kieren's suggestion is actually quite a good example of that. Everybody gets a part in the school play. All the parents are happy.</div><div class="gmail_default" style="font-family:verdana,sans-serif"><br></div><div class="gmail_default" style="font-family:verdana,sans-serif">As for the "transparency" question, I think we got so caught up in powers and bylaws, that we didn't really focus on transparency. We were all "A" and no "T", so to speak. We touched on it in discussing DIDP reform and the member's inspection right, but not a more general discussion on "sunshine" measures. I'm sure that would be a welcome addition to our next draft (said non-ironically about the community, semi-ironically about the Board) (semi- because I'm an optimist).</div><div class="gmail_default" style="font-family:verdana,sans-serif"><br></div><div class="gmail_default" style="font-family:verdana,sans-serif">Greg</div></div><div class="gmail_extra"><br><div class="gmail_quote">On Wed, Sep 30, 2015 at 3:54 PM, Alan Greenberg <span dir="ltr"><<a href="mailto:alan.greenberg@mcgill.ca" target="_blank">alan.greenberg@mcgill.ca</a>></span> wrote:<br><blockquote class="gmail_quote" style="margin:0 0 0 .8ex;border-left:1px #ccc solid;padding-left:1ex">
<div>
How is it that this was not on our original list of
requirements?<span class="HOEnZb"><font color="#888888"><br><br>
Alan</font></span><div><div class="h5"><br><br>
At 30/09/2015 03:08 PM, Robin Gross wrote:<br>
</div></div><blockquote type="cite"><div><div class="h5">Agree 100%. We would be
sorely amiss in our duty to enhance ICANN's accountability if we did not
address the concerns about transparency in decision making at
ICANN.<br><br>
Robin<br><br>
<br>
On Sep 30, 2015, at 11:26 AM, Phil Corwin wrote:<br><br>
</div></div><blockquote type="cite"><div><div class="h5">Transparency of Board meetings
and deliberations is long overdue and sorely needed. It should be the
rule with very narrow exceptions. <br><br>
Sunlight is the best disinfectant. <br><br>
Philip S. Corwin, Founding Principal <br>
Virtualaw LLC<br>
1155 F Street, NW<br>
Suite 1050<br>
Washington, DC 20004<br>
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<a href="tel:202-255-6172" value="+12022556172" target="_blank">202-255-6172</a>/Cell<br><br>
Twitter: @VLawDC<br><br>
"Luck is the residue of design" -- Branch Rickey<br><br>
Sent from my iPad<br><br>
On Sep 29, 2015, at 10:24 PM, Edward Morris
<<a href="mailto:egmorris1@toast.net" target="_blank">egmorris1@toast.net</a>>
wrote:<br><br>
</div></div><blockquote type="cite"><div><div class="h5">Hi Jordan,<br>
<br>
I appreciate the spirit in which this thread is intended.<br>
<br>
<br>
--That is, aside from the five community powers and the ability to
enforce the bylaws against the Board, the other powers the California law
grants to member/s (document inspection, dissolve the company, etc),
should face such high thresholds to action that they can, practically
speaking, never be actioned at all.<br>
So how to resolve this? The CCWG's choice of a Single Member (following
its earlier choice of multiple members) was to meet the accountability
requirements the community has asked for. But nobody asked for the
community to have these other powers.<br>
<br>
<br>
I disagree with this premise with regards the inspection right. I've
certainly made that a central component of what I've tried to accomplish
here. Kieren has been a strong advocate, as well, calling it a "red
line";<br>
<br>
---<br>
<br>
On 07/08/2015 11:37 PM, Kieren McCarthy wrote:<br>
A quick view specifically on "rights of inspection".<br>
I think enabling that some entity gets this right would be one of
the<br>
most useful of all possible accountability improvements.<br>
It would - perhaps over time - pull out any motivations that might
exist<br>
for ICANN to be misleading or less than truthful in its reporting.
This<br>
is going to be especially important as ICANN receives increasingly
large<br>
amounts of revenue and particularly given its current weak financial<br>
controls.<br>
(See:
<a href="http://www.ionmag.asia/2015/07/icann-finances-swallow-the-money/" target="_blank">
http://www.ionmag.asia/2015/07/icann-finances-swallow-the-money/</a>)<br>
I predict that ICANN corporate will fight hard to prevent any entity<br>
from gaining this right. And that it will continue to fight hard
even<br>
when someone has that right. That in itself should be a good
indicator<br>
for why it should be a redline for the accountability group.<br>
To my mind, not allowing ICANN to hide information is the epitome of<br>
actual accountability. If you can't hide it, then to save on<br>
embarrassment you consider how best to share it. Over time, everyone
gains.<br><br>
Kieren<br>
<br>
-----<br>
I agree with Kieren. One of the reasons I've been content with putting
transparency in work stream 2 is I've known the Inspection right came
with membership in work stream 1. If that is to be excised then we need
to do transparency in work stream 1. You can not have accountability
without transparency. I've been involved in reconsideration requests
where we have fought and lost in our attempts to get documents from ICANN
that would have allowed us to have a chance of winning either the
reconsideration or the IRP that would conceivably follow. Without access
to documents many of the reforms we're proposing will be of minimal value
to litigants. Of course, I await the specifics of the discovery
mechanisms that will accompany the IRP and reconsideration reforms.<br>
<br>
I've watched as many "fears" of the legally uneducated became
"truths" when repeated enough. I saw the concept of the
derivative lawsuit, a power that should be welcomed by anyone interested
in true accountability, so misconstrued and tangled CCWG members and
participants acted out of fear this legal right could be used on a
regular basis for anything, rather than what it is: a remedy designed for
use in extreme situations as protection against double dealing and other
types of corporate malfeasance. <br>
<br>
Rather than try to explain Inspection beyond what Kiernen has done above
let me ask this: 1. Why don't we want the right of Inspection (aka in
ICANN circles as the Auerbach rights)? 2. If we have them why do we want
to create high thresholds for the use of those powers? Tell me how these
two positions strengthen ICANN's accountability to a greater degree than
inspection rights with low thresholds. <br>
<br>
And, perhaps most of all, where has the discussion occurred leading one
and all to believe that we don't want these rights? Point to the thread,
the legal advice etc. I've seen the big FUD over derivative rights. Where
is something similar, or honest rejection of Inspection rights? Don't
assume these are not important issues to some of us merely because we
haven't been discussing them. They were in all of the proposals
that have gone out for public comment. There is little need to
fight for something you already have. I'm looking forward to receiving an
analysis of the public comments to see this outpouring of opposition to
the inspection rights. It must be there because I'm hard pressed to find
extensive opposition anywhere else.<br>
<br>
Do we need these rights? Well, if we are going to dump them we need a
complete revamp of ICANN's transparency policy to be done in work stream
1. No transparency, no accountability. No accountability, no
transition.<br>
<br>
Best,<br>
<br>
Ed <br>
<br>
<br>
- I reproduce here California Corporations Code §8333:<br>
<br>
<br>
The accounting books and records and minutes of proceedings<br>
of the members and the board and committees of the board shall be<br>
open to inspection upon the written demand on the corporation of any<br>
member at any reasonable time, for a purpose reasonably related to<br>
such person's interests as a member.<br>
<br>
<br>
This is the heart of the Inspection right. It is so key I'll give it a
name: the Anti-FIFA clause. <br>
<br>
It is a guarantee the corruption at FIFA will not happen at the new
ICANN. <br>
<br>
The anti-FIFA clause is the principle reason I strongly support the
Inspection right.<br>
<br></div></div><span class="">
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