[Party1] Proposal for a Community Veto Process on Key Board Decisions via Bylaws Amendment

Jordan Carter jordan at internetnz.net.nz
Wed Feb 4 21:31:09 UTC 2015


Hi Robin

Thanks so much for this contribution, which will be reflected in the paper
I hope to get out this afternoon. Apologies for the delay in replying, have
been in a staff retreat all week.

Best
Jordan

On Wednesday, 4 February 2015, Robin Gross <robin at ipjustice.org> wrote:

> Steve, Jordan, all,
>
> As promised on this morning's call, below is a further elaboration of the
> community empowerment proposal to amend the bylaws to create a community
> veto process.  Thank you in advance for including this proposal along with
> the other suggestions for community empowerment mechanisms in the group
> inventory for further consideration.
>
> Best,
> Robin
>
> *Community Veto Process on Key Board Decisions via Bylaws Amendment*
>
> Amend the existing corporate bylaws (and /or articles of incorporation) to
> create a new mechanism that empowers the Community to overturn board
> decisions on a limited number of specific, enumerated issues and also to
> recall nonperforming board members.  This community veto process would be
> fashioned such that a decision to over-rule the board is determined via
> aggregation of decisions of the existing ICANN community structures.  Each
> individual component of the relevant Community (for example, GAC, GNSO,
> At-Large, CCNSO, etc.) would have a proportional share in the over-all
> Decision of the Community (to veto or not to veto the board).  Each of
> these individual structures already has internal mechanisms to make
> decisions through which the larger Decision of the Community could
> ultimately be determined.  We must scope what specific enumerated decisions
> can trigger such a community veto process (ex: the list developed in
> Frankfurt) and also a specific mechanism for triggering the veto process
> (ex: complaint supported by relevant 2 community components).
>
> The ombudsman (or neutral 3rd-party) could act as the facilitator of this
> community veto process in a purely administrative role: accept the matter
> for review, call the question to community vote, and collect the decisions
> of the individual components to reach the overall Decision of the
> Community (to veto or not to veto).  The board would then be required to
> adopt this Decision of the Community unless it voted (unanimous or
> super-majority) to reject the Decision of the Community that was reached
> via this process and which would be stipulated to in bylaws and/or articles
> of incorporation.
>
> Coupled with another bylaws revision providing for the ability of the
> community to recall recalcitrant board members, it would be difficult for
> the board to disregard the bottom-up Decision of the Community on a few
> specific matters.  Larry Strickling's speech last week hinted that an
> ability to recall board members would be part of the solution NTIA is
> looking for in the transition.  Under this community veto model, the board
> would still maintain the requisite ultimate direction and control that is
> required by California corporations law (§5210), but we could
> significantly empower the community by creating a veto process with teeth
> behind it.
>
> Amending the bylaws allows us to create the ability to overturn board
> decisions and thus empower the community without the need to create
> complicated new membership organizations or super-structures to be
> representational of the community.  Creating a community veto process is a
> simpler and lighter approach to achieving the same community powers and
> would use the existing organizational structure.  This would be a more
> bottom-up method of reaching a decision of the community to overturn a
> particular board decision and it wouldn't require a radical remaking of
> ICANN's organizational and legal structure, but rather, a couple key bylaws
> amendments.  The creation of this community veto process is not without
> challenges, but I think most concerns can be addressed as we hammer it out
> and further develop the community veto model as a possibility to consider
> for empowering the community with respect to key board decisions.
>


-- 
Jordan Carter
Chief Executive, InternetNZ

+64-21-442-649 | jordan at internetnz.net.nz

Sent on the run, apologies for brevity
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