[CWG-Stewardship] PTI Board Composition

[Alan Greenberg]

However, my recollection is that if we select the LLC option, a board 
is NOT a requirement (but could be an option).  Alan

At 25/05/2015 12:36 AM, Greg Shatan wrote:
>Seun,
>
>It's a basic and unwaivable element of a corporation (non-profit or 
>for profit) to have a board of directors.  The relevant section of 
>the California Corporate Code reads (emphasis added):
>
>
>5210.  Each corporation shall have a board of directors. Subject to
>the provisions of this part and any limitations in the articles or
>bylaws relating to action required to be approved by the members
>(Section 5034), or by a majority of all members (Section 5033), the
>activities and affairs of a corporation shall be conducted and all
>corporate powers shall be exercised by or under the direction of the
>board. The board may delegate the management of the activities of the
>corporation to any person or persons, management company, or
>committee however composed, provided that the activities and affairs
>of the corporation shall be managed and all corporate powers shall be
>exercised under the ultimate direction of the board.
>
>On Sun, May 24, 2015 at 1:44 PM, Seun Ojedeji 
><<mailto:seun.ojedeji at gmail.com>seun.ojedeji at gmail.com> wrote:
>
>sent from Google nexus 4
>kindly excuse brevity and typos.
>On 24 May 2015 15:53, "Seun Ojedeji" 
><<mailto:seun.ojedeji at gmail.com>seun.ojedeji at gmail.com> wrote:
> >
> > Hi Avri,
> >
> > Thanks for the attempt, I don't think the noncom option would 
> work especially as they would be selecting within stakeholders that 
> are more than 3. I would have love to have an MS PTI board, but the 
> possibility of it not becoming a large one may not be realistic.
> > I see 3 options going forward:
> >
> > - PTI gets filled with a committee of ICANN board and IANA most 
> senior staff
> >
> > - PTI gets filled with 2 ICANN global leaders, 1 ICANN board 
> liaison and IANA most senior staff
> >
> > - We ask legal if it's compulsory to have a for PTI and if it 
> isn't then the most senior IANA staff should just manage PTI and 
> report to ICANN board/community
> >
>SO:
>Edit:
>
>- We ask legal if it's compulsory to have a *board* for PTI and if 
>it isn't then the most senior IANA staff should just manage PTI and 
>report to ICANN board/community
>
>Cheers!
>
> > Regards
> > sent from Google nexus 4
> > kindly excuse brevity and typos.
> >
> > On 24 May 2015 13:50, "Avri Doria" 
> <<mailto:avri at acm.org>avri at acm.org> wrote:
> >>
> >> Hi,
> >>
> >> I would like to put a proposal on the table on the composition of the
> >> PTI Board.
> >>
> >> Specifically
> >>
> >> On 22-May-15 18:32, Avri Doria wrote:
> >> > * On the PTI Board, I believe it should be minimal, so instead of having
> >> > a balanced multstakeholder set of individuals, it should have a majority
> >> > of representatives (s)elected by a multistakeholder modality.   e.g 1
> >> > ICANN Staff, 1 PTI Staff, 3 selected by ICANN Nomcom.
> >>
> >> Personally, I propose:
> >>
> >> 1 ICANN Staff as selected by ICANN President and endorsed by ICANN Board
> >> 1 PTI Staff, typically the Sr. Officer of the PTI, i.e its President or
> >> Executive Director or their designee
> >> 3 Nomcom Selections
> >> various liaisons as agreed after cross operational community discussions
> >>
> >> This PTI Board would have fewer people in it than the PTI staff has, but
> >> would be large enough for some degree of diversity.
> >>
> >> While in a formal sense, this would seem to be an outside Board, given
> >> that the majority is picked by the ICANN community instead of the ICANN
> >> staff, it is an insider board when considered from the perspective of
> >> ICANN as a multistakeholder run organization.
> >>
> >> It avoids the problem of deciding that one stakeholder type is more
> >> appropriate that another, but allows the community on an annual basis to
> >> decide which skills and knowledge are most important using a well
> >> established ICANN method.  The skills and knowledge may vary over time,
> >> including considerations such as operational experience,  financial
> >> skill, international legal knowledge,  security capability, root zone
> >> operator perspective, community policy perspective, DNS protocol or
> >> system design expertise.  Those selected by the ICANN Nomcom could be
> >> community insiders or outside experts, as decided by each Nomcom
> >> according to the perceived needs at that time. The set of considerations
> >> and needs would be decided on by the ICANN Nomcom in consultation with
> >> ICANN Board & Staff, the multistakeholder community and PTI staff,
> >> according to Nomcom's normal current and future practices.
> >>
> >> In terms of the current discussions, it allows us to defer certain
> >> decisions, such as which skill and knowledge categories are most
> >> appropriate until they can address future understandings.  It avoid
> >> having the CWG micromanage the future of the PTI Board, yet leaves it
> >> under the community's control.
> >>
> >>
> >> thanks
> >> avri
> >>
> >> ---
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> >>
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