[CCWG-ACCT] Individual ICANN Board Members removal requirements

Sat Jul 18 16:06:37 UTC 2015

On Sat, Jul 18, 2015 at 4:37 PM, Greg Shatan <gregshatanipc at gmail.com>
wrote:

>
>
>  Part of the community is saying removal of board members should be
>> questioned by CMSM before CMSM exercises such power, while other part of
>> the community are saying CMSM should not question such move from respective
>> SO/ACs
>
>
> For a member or members appointed by a particular SO/AC, the SO/AC will
> have the right to remove that member without any questioning or
> interference from other SO/ACs (or the CMSM as a whole.  I don't think I
> heard any significant support for questioning or interference by other
> SO/ACs (or the CMSM as a whole) in this scenario.
>

Okay thanks for selecting the last item (which means you agree with the
first 3 items?). Well it depends on what you mean by significant
(especially since you have a different opinion). I heard and i am part of
those who suggested that SO/AC individual removal of its board should not
be solely done by the SO/AC but in consultation with other SO/ACs  i.e the
SO/AC can trigger a removal process but *must* carry out a consultation
process beyond its community.

>
> This is distinct from the issue of "Total (board) Recall."
>

I did not say anything about Total (board) Recall which is quite clear, so
i guess this is mute.

Regards

>
> Greg
>
> On Sat, Jul 18, 2015 at 11:28 AM, Seun Ojedeji <seun.ojedeji at gmail.com>
> wrote:
>
>> Hi Greg,
>>
>> Maybe the "agreement" i used may have seem to imply that CMSM would have
>> to formerly gives its stamp on respective SO/AC appointment. Thats was not
>> my intent and i apologise if you read it that way. I will try again. For
>> clarity, below is what i currently understand:
>>
>> - Post-Transition, ICANN will become a member organisation
>> - Its a member that exercise community powers including appointing and
>> removing board members
>> - The community currently agrees to put a process that ensures current
>> appointment process is not questioned by CMSM even though its technically
>> the member that appoints
>> - Part of the community is saying removal of board members should be
>> questioned by CMSM before CMSM exercises such power, while other part of
>> the community are saying CMSM should not question such move from respective
>> SO/ACs
>>
>> Can you please tell me which of the 4 items above is incorrect as you
>> seem to have emphatically stated?
>>
>> Regards
>>
>> On Sat, Jul 18, 2015 at 4:05 PM, Greg Shatan <gregshatanipc at gmail.com>
>> wrote:
>>
>>> Seun,
>>>
>>> That is absolutely incorrect.  What you state is not a "pass-through" at
>>> all.  This has to be a pure pass-through, and there must be no implications
>>> from that.
>>>
>>> There is no such "indirect agreement."  And if that needs to be
>>> explicitly spelled out, it should be.  A SO/AC's appointment is a SO/AC's
>>> appointment, no more and no less.  The SO/AC therefore has the absolute
>>> discretion to remove their appointed members, and the CMSM has no say in
>>> the matter, just as they have no say in the appointment.
>>>
>>> Greg
>>>
>>> On Sat, Jul 18, 2015 at 10:37 AM, Seun Ojedeji <seun.ojedeji at gmail.com>
>>> wrote:
>>>
>>>> On Sat, Jul 18, 2015 at 3:27 PM, Greg Shatan <gregshatanipc at gmail.com>
>>>> wrote:
>>>>
>>>>> I'm not Seun, but it's clear to me that for appointments, it is (a)
>>>>> and not (b).  In other words, the CMSM is a pure pass-through of SO/AC
>>>>> board appointments, and has no capacity to debate or vote on a particular
>>>>> SO/AC's appointments.
>>>>>
>>>>
>>>> Correct! and by such CMSM pass through, the SO/AC is indirectly
>>>> agreeing that the particular board member will act in the interest of CMSM
>>>> (the organisation/community) and so the removal process should require
>>>> confirmation from CMSM that the board indeed violated such community
>>>> interest (as defined in the bylaw)
>>>>
>>>> I think its important we note that no single SO/AC will have a right to
>>>> legally appoint/remove post-transition.
>>>>
>>>> Regards
>>>>
>>>>>
>>>>> Greg
>>>>>
>>>>> On Sat, Jul 18, 2015 at 10:22 AM, Seun Ojedeji <seun.ojedeji at gmail.com
>>>>> > wrote:
>>>>>
>>>>>> On Sat, Jul 18, 2015 at 3:04 PM, Alan Greenberg <
>>>>>> alan.greenberg at mcgill.ca> wrote:
>>>>>>
>>>>>>> Seun, my message was only about appointments.
>>>>>>>
>>>>>>> To be clear, is it your understanding that when an SO or AC selects
>>>>>>> a Board member, a) the CMSM *must* make that appointment, or b) may the
>>>>>>> other SO/ACS vote not to?
>>>>>>>
>>>>>>> a or b?
>>>>>>>
>>>>>>
>>>>>> Not sure i got your option "b" correctly. It is my understanding that
>>>>>> if SO or AC selects board members post-transition they will be doing so as
>>>>>> CMSM (since thats the only mechanism to formerly appoint and remove members)
>>>>>>
>>>>>> That said, i think one point from Jordan's summary would be
>>>>>> sufficient for me as it concerns board removal requirements:
>>>>>>
>>>>>> *1. Consultation requirement added*
>>>>>>>
>>>>>>> Where the process to remove a director or the Board is triggered,
>>>>>>> there would be a public discussion in the Community Forum to discuss the
>>>>>>> matter, before the decision-maker is allowed to take a vote.
>>>>>>>
>>>>>>
>>>>>> Just for record, i am more about the removal process and not the
>>>>>> appointment.
>>>>>>
>>>>>> Regards
>>>>>>
>>>>>>
>>>>>>
>>>>>>
>>>>>>>
>>>>>>> Alan
>>>>>>> --
>>>>>>> Sent from my mobile. Please excuse brevity and typos.
>>>>>>>
>>>>>>> On July 18, 2015 3:50:15 PM GMT+02:00, Seun Ojedeji <
>>>>>>> seun.ojedeji at gmail.com> wrote:
>>>>>>>>
>>>>>>>> Hello Alan,
>>>>>>>>
>>>>>>>> On Sat, Jul 18, 2015 at 2:16 PM, Alan Greenberg <
>>>>>>>> alan.greenberg at mcgill.ca> wrote:
>>>>>>>>
>>>>>>>>> Seun, I think that you may have misunderstood. The CMSM would be
>>>>>>>>> required pass on the appointment decisions of the SO/AC/NomCom, but it
>>>>>>>>> would not take an independent decision on these. The decision to appoint
>>>>>>>>> would remain the sole right of the individual SO, AC or NomCom.
>>>>>>>>>
>>>>>>>>
>>>>>>>> I think i understand that correctly Alan; even though SO,AC or
>>>>>>>> Nomcom appoints, the bylaw would legally recognise that the appointments
>>>>>>>> were made by CMSM. Otherwise there will not have been need for item 2 below
>>>>>>>> as presented by legal council:
>>>>>>>>
>>>>>>>> ICANN Bylaw moderation required for CMSM:
>>>>>>>>  - Set up community mechanism as sole member
>>>>>>>> - Alter director selection process so CMSM *elects* directors
>>>>>>>> - Address membership structure with one member
>>>>>>>>
>>>>>>>> In my country the president appoints its minister but the "house of
>>>>>>>> assembly" approves it. While we may say president indeed does indeed
>>>>>>>> appoint constitutionally the assembly is part of the appointment.
>>>>>>>>
>>>>>>>>>
>>>>>>>>> So we are not populating the Board collectively, the collective is
>>>>>>>>> simply honouring the decision of the individual organizations.
>>>>>>>>>
>>>>>>>>
>>>>>>>> Based on my above i hope you get my point now.
>>>>>>>>
>>>>>>>> Again as its been said often, board removal is an unlikely thing to
>>>>>>>> happen(although i will argue its because we have not such provision at the
>>>>>>>> moment). However if we make SO/AC board member removal so independent of
>>>>>>>> other parts of the community, then we may experience board removal often
>>>>>>>> than we may have thought.
>>>>>>>>
>>>>>>>> We need to know know every board member removed is removed because
>>>>>>>> he did not act in-line with the bylaw and not necessarily because he/she
>>>>>>>> did not act inline with a particular SO/AC's view (even though that can be
>>>>>>>> a second reason)
>>>>>>>>
>>>>>>>> Regards
>>>>>>>>
>>>>>>>>>
>>>>>>>>> Alan
>>>>>>>>>
>>>>>>>>>
>>>>>>>>> At 18/07/2015 07:21 AM, Seun Ojedeji wrote:
>>>>>>>>>
>>>>>>>>>  - SO/AC removing their individual board members goes against the
>>>>>>>>>> concept of "Community Mechanism as Sole Member" (CMSM) which simply
>>>>>>>>>> indicates that appointment of board members would now be executed by CMSM
>>>>>>>>>> (even though individual SO/AC does the selection). So if we populate the
>>>>>>>>>> board collectively why should we not so same for removal
>>>>>>>>>>
>>>>>>>>>> - It would make no procedural sense for us to exercise CMSM
>>>>>>>>>> powers without the bodies that constitutes that mechanism approving it- I
>>>>>>>>>> don't know of any organisation where this is done. Even in individual
>>>>>>>>>> members based organisations, a member cannot remove any board member, its
>>>>>>>>>> usually certain number of members.(including if it were board removing its
>>>>>>>>>> member)
>>>>>>>>>>
>>>>>>>>>
>>>>>>>>>
>>>>>>>>
>>>>>>>>
>>>>>>
>>>>>>
>>>>>> --
>>>>>>
>>>>>> ------------------------------------------------------------------------
>>>>>>
>>>>>>
>>>>>>
>>>>>>
>>>>>>
>>>>>> *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 !
>>>>>>
>>>>>>
>>>>>>
>>>>>> _______________________________________________
>>>>>> 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 !
>>>>
>>>>
>>>>
>>>
>>
>>
>> --
>> ------------------------------------------------------------------------
>>
>>
>>
>>
>>
>> *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 !
>>
>>
>>
>

-- 
------------------------------------------------------------------------

*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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