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

Maureen Hilyard maureen.hilyard at gmail.com
Fri Jan 10 04:36:24 UTC 2020


+1 Siva

On Thu, 9 Jan 2020, 11:49 AM sivasubramanian muthusamy, <
6.internet at gmail.com> wrote:

> 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>
> 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> 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
>> President, ISOC-NY
>> *"The Internet is for everyone"*
>>
>>
>> On Thu, Jan 9, 2020 at 11:14 AM Jonathan Zuck <
>> 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 | O 202.420.7497 | S jvzuck |
>>>
>>> <image001.png>
>>>
>>>
>>>
>>>
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