[CCWG-ACCT] Plan B

[Alan Greenberg]

Given the spread between those who believe that we need ultimate 
accountability, and those who are willing to trust that the community 
wishes will be honoured, allow me to put a new variation on the 
table. We have talked about all of the parts before, but perhaps the 
combination is new.

This proposal involves no Unincorporated Associates, no Designators 
and no Members.

Up to now, we have been working with Bylaws that we are now told have 
no real basis in law, but which so far, have worked. I specifically 
refer to things like the SOs, ALAC and the NomCom appointing Board 
members, powers that under California law are only given to Members 
or Designators, but our less formal entities are granted these powers 
under the ICANN Bylaws and for whatever reasons, it works.

I propose that we do the same with all of the community powers that 
we want (including the requirement that Bylaws and certainly 
fundamental Bylaws be approved), with the exception of formal budget 
approval (which impinges on Board fiduciary responsibility). In lieu 
of the latter, we could have a process by which and AC/SO lodges a 
formal objection to a budget or budget item, and the Board has an 
obligation to follow-up (I am not going to go into any further details here).

Every Director, as a requirement of being seated signs an irrevocable 
letter saying that if by specified procedure, they are requested to 
step down, they will. The procedure might include the formal action 
of the AC/SO that appointed them, or a more widespread community 
request passing a specified level of AC/SO support - the details 
would need to be defined, but do not alter this proposal. The letter 
would also make reference to an enforcement mechanism that could be 
invoked. The enforcement mechanism might be to give the ICANN 
Ombudsman (or some other trustworthy and trusted individual) the 
right to take court action to require the requested resignation be 
honoured, or could give that right to the people occupying the AC/SO 
Chairs. Any such action would be funded by ICANN and funds held in 
escrow to ensure that this can be carried out.

In unlikely event that a removal included the entire Board, or some 
number such that the remaining Board members do not meet minimum 
quorum requirements, the AC/SO Chairs will on an interim basis be 
added to the Board on an interim basis. This augmented interim Board 
would have caretaker responsibilities and have only limited rights 
(to be specified).

Board member removals would be unconditional and not appealable.

I believe that the threat of invoking removal will likely be 
sufficient to ensure that the community is given good control. And 
should that fail, the actual removal of the Board member(s) who do 
not support the community position can actually be removed.

There are many details to be determined but I believe that this is 
workable. It allows for the most of the powers that have been 
requested with a minimum number of changes and does not create 
significant new potential vulnerabilities.

Alan