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George, I find this a thoughtful message and it deserve answers. As you,
I am only speaking on my own behalf, although I suspect that much (but
not all) would be supported by my At-Large colleagues. I am short on
time, so forgive any typos...<br><br>
Perhaps this will prompt others to answer your questions.<br><br>
At 12/10/2015 03:33 AM, George Sadowsky wrote:<br><br>
<blockquote type=cite class=cite cite="">
<font face="Arial, Helvetica" color="#011993"><6
concerns></font></blockquote><br>
I share many of these feelings, but must comment on two of them:<br><br>
<b>Removal of Directors by AC/SO vs overall community:</b> My personal
position is that if a group can select a Board member, then they should
be able to change their mind and remove as well, but I can live with
community removal as well. But I think the Board concern has little
merit. Given the frequency of AC/SO directors being renewed, I cannot see
this happening all that often, and if it does, there may well be good
cause. Perhaps there is an edge case of a good director being removed
frivolously. But we also have no way to guarantee that no appointed
director will be a dud. But we live with the uncertainty with the hope
and intent that it is not a frequent occasion. <br><br>
On the last point, I will point out that Cardinals do not bill by the
hour at the rates our attorneys do!<br><br>
<br>
<blockquote type=cite class=cite cite="">
<font face="Arial, Helvetica" color="#011993">In order to assist in
resolving our current difficulties, here are some issues that I believe
are pertinent. I raise them in the form of questions., for I
believe that there is not a common precise understanding of them.
Is it possible to provide simple and direct answers to them that might be
useful for establishing greater understanding of the differences that
still exist and beginning to bridge them? That would be
helpful.<br><br>
A. It appears that the single designator model is very much the
same as the single member mode, but with the only statutory power being
to select or remove directors. In general, is this
correct? In brief, what are the other differences?<br>
<br>
To establish any new structure the community still needs to address
a range of open topics to ensure ICANN’s stability and freedom from
capture: </font>
<ul>
<li><font face="Arial, Helvetica" color="#011993">• which
SO and AC will participate in the decision-making mechanism (which SOs
and ACs will opt-in)? For dismissal of the entire Board, why should
it not require active assent of all ACs and SOs?</font>
<li><font face="Arial, Helvetica" color="#011993">• what will
be the Decision basis among participating SOs and ACs by _____ % of all
SOs and ACs??</font>
<li><font face="Arial, Helvetica" color="#011993">• how will advice
from those SOs and ACs opting-out of the decision-making mechanism
(similar to GAC/Board advice?) be taken into consideration?</font>
<li><font face="Arial, Helvetica" color="#011993">• how
will will conflicts of interest and fiduciary or other
responsibilities (such as public interest) will be factored into overall
decision-making ?</font></blockquote>
</ul><br>
As I understand it, the ONLY statutory power that a designator has is to
appoint and remove directors. Any other powers it may be given will need
to be spelled out in the Bylaws. <br><br>
My personal feeling is that we don't even need designators. We could have
a Community Mechanism as a Single Widget and grant that entity the Bylaw
power to appoint/remove directors. It may be a de facto designator under
the California code, just as the SOs and At-Large is now, but if the name
is a problem, let's ditch it.<br><br>
I note that to make the MEM work, we will probably need just such an
entity to allow a group of SO/ACs to take IPR or other action.<br><br>
<br>
<blockquote type=cite class=cite cite="">
<font face="Arial, Helvetica" color="#011993">B. In Buenos Aires, there
was discussion and convergence (I thought) on an "empowered
AC/SO" model. Does this model offer any initial point for
movement to convergence of opinion?</font></blockquote><br>
It died an un-natural death when the CMSM was born...<br><br>
<br>
<blockquote type=cite class=cite cite="">
<font face="Arial, Helvetica" color="#011993">C. The Board proposal calls
for each AC/SO to decide if they are for or against and issue instead of
possibly dividing its "vote". Is this a
show-stopper?</font></blockquote><br>
Not for me. Each AC/SO must already decide, AS A UNIT, whether it will
participate in the CMSM and whether to launch or support a petition to
exercise some power. It would be natural to use the same mechanism to
actually exercise the power.<br><br>
<br>
<blockquote type=cite class=cite cite="">
<font face="Arial, Helvetica" color="#011993">D. The Board proposal
allows any AC/SO to weigh in on a particular issue (and decide to
exercise or oppose the use of one of the powers. The CCWG proposal
requires and AC/SO to decide ahead of time whether it will participate in
future uses of the powers. Is this a
show-stopper?</font></blockquote><br>
It seemed a natural way to do things when we invented the community
powers. I see no problem with leaving it open until a need to decide on
exercising a particular power.<br><br>
<br>
<blockquote type=cite class=cite cite="">
<font face="Arial, Helvetica" color="#011993">E. What would the community
take as evidence in the short term that the Board is acting in good
faith? I'm concerned by what appears to be Board bashing on the
list, wherein many things that any of us say or do are interpreted
negatively and perhaps conspiratorially. I realize that the great
majority of people involved int he CCSG process do not have such
attitudes, but predictably it only takes a very few individuals to sour
and confuse a discussion and lessen its utility.</font></blockquote><br>
If you are talking short term, as in days or weeks, then it needs to be
something that does not need a lot of investigation or preparation. The
one thing that has been talked about for YEARS that fits this description
is make all Board meetings and Board Committee meeting open. Yes, it will
likely force SOME discussions offline, but it will also give AC/SO and
the NomCom SOME insight as to how their appointed directors act. Why
would that be bad?<br><br>
Alan<br><br>
<br>
<blockquote type=cite class=cite cite="">
<font face="Arial, Helvetica" color="#011993">I'm sure that these
questions reflect my limited and imperfect understanding of the
situation, and perhaps some naïveté also, but there aren't many other
ways to gain a productive understanding of it.<br><br>
<br>
Comments welcome.<br><br>
George<br><br>
<br>
</font><br>
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