[CPWG] PIR: Why an At-Large Board Member?

Thu Jan 9 22:14:56 UTC 2020

Exactly

Jonathan Zuck
Executive Director
Innovators Network Foundation
www.Innovatorsnetwork.org<http://www.Innovatorsnetwork.org>

________________________________
From: CPWG <cpwg-bounces at icann.org> on behalf of sivasubramanian muthusamy <6.internet at gmail.com>
Sent: Thursday, January 9, 2020 4:49:39 PM
To: Holly Raiche <h.raiche at internode.on.net>
Cc: CPWG <cpwg at icann.org>
Subject: Re: [CPWG] PIR: Why an At-Large Board Member?

Jonathan,

Wouldn't it alter perceptions about the neutrality of the position taken by ALAC if ALAC stipulated or recommended the inclusion of one or two At-Large members in the PIR Board? (It would be an entirely different matter if PIR were to eventually invite one or more from At-Large to serve the PIR Board)

ALAC could instead ask PIR how it would constitute it's Board to further Global Public Interest.

Sivasubramanian M

On Fri, Jan 10, 2020, 3:08 AM Holly Raiche <h.raiche at internode.on.net<mailto:h.raiche at internode.on.net>> wrote:
Thanks Greg

Following on from your comments, it is not just a seat on the Board we should go for.  It is about requirements on the Board members.  Unless there is something in Board governance documentation that requires that Ethos Capital act in the public interest, a seat on the Board (or 10 seats for that matter) won’t matter. The requirements on any Board member are about acting in the best interests of the company.  So if the ‘best interests off the company’ include acting in the public interest, it then becomes something ALL of the Board members must do.

Suggestion - incorporate the statements made by Ethos Capital about how good they will be into enforceable commitments. Something the ICANN Board could be asked to do.  Then it will be an obligation on ALL directors. Then, if there is a public interest member of the Board, their job will simply be to remind all directors of their obligations.

Holly

On Jan 10, 2020, at 5:54 AM, Greg Shatan <greg at isoc-ny.org<mailto:greg at isoc-ny.org>> wrote:

Jonathan,

Those are good ideas, and reflect broader thinking beyond the question of how ALAC can be influential on PIR's governance.  I think it's better if we make broader recommendations about PIR's Board, rather than just saying "Give us a Board seat, please." That would appear selfish to many.

This dovetails with comments we can make about the difference between the role of a Board (standard corporate form, clear role in governance, ultimate authority within the organization; binding decisions) and a "Stewardship Council" (not standard, no clear role, definitely not ultimate authority, non-binding -- unless the By-Laws or Charter (Articles of Incorporation) that say otherwise).

We should be making broader recommendations about governance structure, in any event -- beyond our role and beyond the Board.  This is a good reminder to do so.

Greg Shatan
greg at isoc-ny.org<mailto:greg at isoc-ny.org>
President, ISOC-NY
"The Internet is for everyone"

On Thu, Jan 9, 2020 at 11:14 AM Jonathan Zuck <JZuck at innovatorsnetwork.org<mailto:JZuck at innovatorsnetwork.org>> wrote:

I recognize it feels natural in our comments/advice to suggest someone from At-Large be on the PIR board but again I feel it prudent to ask, why At-Large? Why wouldn’t we ask that 1/3 of the board members be representatives of 501c(3) non-profits or ASBLs from Brussels? Those same people might be in the At-Large but that wouldn’t be why they are on the board of PIR.

Jonathan Zuck |  Executive Director  |  Innovators Network

jzuck at innovatorsnetwork.org<mailto:jzuck at innovatorsnetwork.org> | O 202.420.7497 | S jvzuck |

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