[CWG-Stewardship] PTI Board Composition

Mon May 25 05:33:12 UTC 2015

Alan,

That is conceptually correct, to the best of my understanding.  LLC's are
kind of like a parallel world, where concepts more or less similar to those
of corporations are given different names, in part because an LLC has some
"DNA" from partnerships and some from corporations.

-- An LLC issues "units" instead of "shares"
-- The owners of units are called "members" rather than shareholders
-- An LLC that is wholly-owned by another entity is called a single-member
LLC
-- LLC's can be "member-managed" and thus will not have a separate manager
(or a board of managers).  In many states, member-managed is the default
(which does not mean it is right for every circumstance).  If there is more
than one member, one member can be designated the "managing member."

In the present instance, PTI could be a single-member LLC, where ICANN is
the sole member, and PTI can be member managed (i.e, ICANN would be the
managing (and only) member).  This solves the ownership, control and
accountability issue fairly simply.  There are other pros and cons to
non-profit affiliate vs. LLC subsidiary, which I believe counsel have
discussed, but this aspect can be seen as more straightforward.

Note that its my understanding that "managers" are not really the same as
"directors," so a board of managers is not the same as a board of
directors.  Very roughly, LLC managers are expected to manage, and as such
have broader powers than directors in many ways (e.g., the power to bind
the LLC).

Greg

On Mon, May 25, 2015 at 12:46 AM, Alan Greenberg <alan.greenberg at mcgill.ca>
wrote:

>  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 <seun.ojedeji at gmail.com >
> wrote:
>
> sent from Google nexus 4
> kindly excuse brevity and typos.
> On 24 May 2015 15:53, "Seun Ojedeji" <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" <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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> >> http://www.avast.com
> >>
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>
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