[CCWG-ACCT] Question regarding UAs

Wed May 20 00:32:27 UTC 2015

+1 Jordan.

Eloquently and accurately stated, as always.

Best,
Keith

On May 19, 2015, at 7:15 PM, Jordan Carter <jordan at internetnz.net.nz<mailto:jordan at internetnz.net.nz>> wrote:

Hi all

This thread is useful to tease out some of the questions and concerns and confusions with the UA model, and as rapporteur for the WP responsible for refining this part of the proposal I am reading it avidly.

I just want to take the opportunity to remind us all why membership (or something analogous) is an important aspect of the reforms we are proposing - no matter the precise details.

At the moment without members, ICANN is fundamentally controlled by the Board. The only external constraint is the IANA functions contract with NTIA. The long list of community concerns and examples detailed by our earlier work in this CCWG shows that even with that constraint, accountability isn't up to scratch.

We are working on a settlement without that NTIA contract. Accountability has to get better even *with* the contract. Fundamentally better, without it.

Either we have a membership structure or some other durable approach that firmly embeds the stewardship of ICANN and the DNS in the ICANN community, or... we remain with Board control.

Given ICANN's history, anyone who is advocating a continuation of Board control is arguing for a model that can't be suitably accountable, and that seems highly likely to fail over time, with real risks to the security and stability of the DNS.

A real, fundamental source of power over the company absent the contract *has* to be established. The membership model is the most suitable one to achieve that that we have considered so far.

So: we need to be creative and thoughtful in how we make that model work in a fashion that disrupts ICANN's general operation as little as possible. But the key there is "as possible." Real change is needed and much refinement and comment is needed.

If there are proposals to achieve the same shift in control from ICANN the corporation to ICANN the community, I hope they come through in the comment period. So far, none have - but there are still two weeks of comments to go.

cheers
Jordan

On 20 May 2015 at 10:45, Malcolm Hutty <malcolm at linx.net<mailto:malcolm at linx.net>> wrote:
This whole thread seems to have massively overcomplicated the question.

Unless I have missed something, the only reason we need "members" is to
stand as plaintiff-of-record in a lawsuit against the ICANN Board
complaining that the Board has failed to adhere to the corporations
bylaws. Such a lawsuit would in reality be conducted by an SO or AC, but
a person with legal personality needs to act as plaintiff-of-record.

Why not simply proceed, as Samantha suggested, with the SOACs' Chairs as
the members of the corporation? Could the Articles (or Bylaws, as
appropriate) not simply identify the SOACs' Chairs as the members, ex
officio and pro tempore?

An SOAC Chair that refused to act as plaintiff-of-record when required
to do so by his SOAC could simply be replaced. Likewise a Chair that
went rogue and initiated a lawsuit without their consent.

You can't make the SOAC a member without turning them into UAs, with all
the attendent complexity. But I don't see that there should be any such
problem with designating the chair of a SOAC, who will be a natural
person, as a member of the corporation; the fact that the SOAC is not a
UA is then irrelevant.

In the event that there were any dispute as to whether a particular
person is in truth an SOAC Chair, this would surely be a simple
preliminary matter of fact for the court. It is surely beyond dispute
that if the Articles designated "Alan Greenberg" as the member, it would
be a matter of fact as to whether or not the person before the court was
indeed Alan Greenberg; surely it is the same as to whether the person
before the court is "the current Chair of ALAC", if that should be what
is specified in the Articles?

Malcolm.

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