[Gnso-bylaws-dt] DT

[WUKnoben]

Thanks for your detailed explanations Ed. It sheds in particular more light to the Board recall process. Since I was uncertain about I inserted a question mark to my suggesstion of a supermajority vote.

Now, for § 3.1 (a) I agree that a majority of each house should be enough to get the petition started. I wonder whether for §3.2 (a) – SO/AC Director Removal Process (I suppose we’re just discussing GNSO appointed Directors) – the respective house’s view (seat #13 or #14) should be given more weight, putting the threshold to “a majority of each house or a supermajority vote of the respective house”.
As for §3.3 (a) – removal of the entire board – I’d set the threshold higher (supermajority of each house) even to start the process.

As to the report I also agree that we should provide first the DTs achievements relative to the mandate, then describe the rocky path and then the minority views.

Best regards

Wolf-Ulrich



From: Edward Morris 
Sent: Monday, October 10, 2016 1:26 AM
To: gnso-bylaws-dt at icann.org 
Subject: [Gnso-bylaws-dt] DT

Thanks for all of your hard work on this Steve. It is very much appreciated.

As to threshold proposals:

1. I agree with Darcy and Wolf-Ulrich that ICANN “asset sales”, ICANN bylaws §26(a), should require at least a supermajority threshold. This is an extraordinary measure that would indicate substantially a wind up of ICANN the corporation. I’d actually prefer this only be done with full consensus of the community, meaning a threshold of unanimity, if others would concur. If not, I’d be happy to go along with supermajority.     

2. I agree with Darcy and Wolf-Ulrich that supermajority would be appropriate for Bylaws §26(a) – Fundamental bylaws, with reasoning similar to that used earlier for the PTI Articles (§16.2).

3. I am in favor of a majority of each house threshold for §3.1(a), §3.2(a), and §3.3(a). These sections all concern removal of Board members. I understand why at first glance it may be appealing to push these thresholds upwards to a supermajority. After all, removing a Board member certainly is serious business. However, I would suggest that we need to place these potential acts into full context.

With the rejection of the membership model, a model that had the support of the community although not of the Board, our enforcement mechanisms in the accountability proposal are indirect and rest ultimately in our ability to recall Board members (“dumping the Board’ in CCWG parlance). It is the hope of many of us active in the CCWG that the perceived threat of being recalled will be enough incentive for Board members to act in a way responsive to community concerns, and that this power will never be utilized. My fear is that a GNSO supermajority threshold sets the bar for Board removal too high.

Let us not forget that recall requires the affirmative vote of at least 2 other Decisional Participants with the objection of no more than 1. That is a community threshold already higher than many of us wanted. If we then add a GNSO supermajority threshold the result would be that one GNSO SG could stop the removal of a director even if a removal had the support of every other GNSO SG, the voting NCA’s and every other Decisional Participant.

I believe that is too high of a threshold, believe the Board would consider it as such, and that recall – our ultimate enforcement mechanism – would be seen by the Board as something largely impossible for the community to achieve and thus would not act as a deterrent to bad acts. The community threshold contained in the Bylaws, in my view, is already so high that it’s deterrent effect is questionable. Making the practical threshold even higher by placing the GNSO threshold at a supermajority level would be a further step away again from creating an accountability mechanism that will actually work in keeping the Board responsive to the community.

As to the report:

Council has requested an implementation plan, to be adopted by consensus. To date, the report is more of a travelogue. Following the introduction, I’d suggest we create a section stating the 1) specific recommendations and 2) the level of support each recommendation received, categorized into who and how sections.

To the extent we want to explain how we got to the recommendation I’d suggest the travelogue be placed in the appendix or, at the very least, at the back of the report with it’s content being a true and faithful report of our deliberations.

As Councilors we’ve had a lot thrown on our plate lately. Its not likely that every Councilor will be able to read every word of our report. We need to give Council what it asked for up front so we can ensure that all Councilors understand what exactly we are recommending with an indication of the appropriate level of support.

Best,

Ed Morris




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