[CCWG-ACCT] RES: [Party1] Proposal for a Community Veto Process on Key Board Decisions via Bylaws Amendment

Tue Feb 3 22:08:12 UTC 2015

Dear All,
The thrust of the proposal sound good
The détails  and language should ber worked out and fine-tuned
Kavouss

2015-02-03 20:55 GMT+01:00 Seun Ojedeji <seun.ojedeji at gmail.com>:

> Appreciation also to Robin, and i have a follow-up to Pedro's useful
> comments below:
>
> On Tue, Feb 3, 2015 at 8:33 PM, Pedro Ivo Ferraz da Silva <
> pedro.ivo at itamaraty.gov.br> wrote:
>
>>
>>
>>
>> ·         In the following extract, do you really propose the Board
>> would have the ability to veto the community's veto or did I get it wrong? "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."
>>
>
> I guess that is how i also understand it and i think its normal to give
> the board such option in this process and watch them take it ;-). If they
> then decide to take the route of rejecting then i guess that would be when
> the second community tool will kick-in, i.e recall of recalcitrant board
> members. What i think needs to be clarified is whether just empowering the
> community (a CCWG perhaps) through the bylaw (without formal creation of
> any membership structure) will be binding. (I guess it will be useful to
> get legal advice on that)
>
>>
>>
>> ·         What exactly do you mean by "relevant Community"? I believe
>> this concept would definitely need to be nailed down, as it may include
>> many different actors. All SOs and ACs would be an ideal initial list of
>> sub- communities, but we would also need to consider IANA customers and
>> other important actors part of the greater "Internet multistakeholder
>> community" which obviously do have a stake in what ICANN does.
>>
> Hmm...i think going beyond ICANN SOs/ACs could further complicate the task
> especially as the "Internet multistakeholder community" can mean "infinity"
> ;-). However i would expect that any SO/AC process will be open enough to
> accommodated those who are not entirely involved with ICANN community. For
> instance, I would expect the ccNSO process to provide mechanism that allows
> non-ccNSO ccTLD to raise their view on a critical issue like this one.
>
> Regards!
>
>>
>>
>> Kind regards,
>>
>>
>>
>> Sec. Pedro Ivo Ferraz da Silva
>>
>> Divisão de Sociedade da Informação (DI)
>>
>> Ministério das Relações Exteriores
>>
>> T: + 55 61 2030-6609
>>
>>
>>
>> *De:* wp1-bounces at icann.org [mailto:wp1-bounces at icann.org] *Em nome de *Robin
>> Gross
>> *Enviada em:* terça-feira, 3 de fevereiro de 2015 15:50
>> *Para:* Steve DelBianco; Jordan Carter; Accountability Cross Community;
>> wp1 at icann.org
>> *Assunto:* [Party1] Proposal for a Community Veto Process on Key Board
>> Decisions via Bylaws Amendment
>>
>>
>>
>> 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.
>>
>> _______________________________________________
>> Accountability-Cross-Community mailing list
>> Accountability-Cross-Community at icann.org
>> https://mm.icann.org/mailman/listinfo/accountability-cross-community
>>
>>
>
>
> --
> ------------------------------------------------------------------------
>
>
>
>
>
> *Seun Ojedeji,Federal University Oye-Ekitiweb:
> http://www.fuoye.edu.ng <http://www.fuoye.edu.ng> Mobile: +2348035233535**alt
> email: <http://goog_1872880453>seun.ojedeji at fuoye.edu.ng
> <seun.ojedeji at fuoye.edu.ng>*
>
> The key to understanding is humility - my view !
>
>
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