[CWG-Stewardship] [client com] PTI Board Composition: IANA Managing Director

[Greg Shatan]

All 5 board members need to have full voting rights. As James Gannon
pointed out, a "director" without a vote is not a director under applicable
California law.  So, this tie-breaker suggestion won't work.

Greg Shatan

On Mon, Jun 15, 2015 at 11:55 PM, Mwendwa Kivuva <
Kivuva at transworldafrica.com> wrote:

>
> On Jun 15, 2015 11:39 PM, "James Gannon" <james at cyberinvasion.net> wrote:
> >
> > Hey Avri,
> >
> > My preference would be that the CEO of PTI be in a non-voting seat yes
>
> The CEO should be allowed to  break a tie in case of a deadlock at the
> board.
>
>
> >
> > Yes would like to see how other similar orgs handle these questions.
> >
> > -James
> >
> > -----Original Message-----
> > From: cwg-stewardship-bounces at icann.org [mailto:
> cwg-stewardship-bounces at icann.org] On Behalf Of Avri Doria
> > Sent: Monday, June 15, 2015 9:19 PM
> > To: cwg-stewardship at icann.org
> > Subject: Re: [CWG-Stewardship] [client com] PTI Board Composition: IANA
> Managing Director
> >
> > Hi,
> >
> > A clarification, saying ex official means saying it is because of
> another role held.
> >
> > Do you also mean that this should be a non voting seat?
> > I think you do, but want to make sure.
> >
> > I would note that ICANN has a voting CEO on its Board.
> > Does ISOC? How about the RIRs?
> > Just curious.
> >
> > avri
> >
> > On 15-Jun-15 16:07, James Gannon wrote:
> > >
> > > Greg,
> > >
> > >
> > >
> > > With regards to questions 3, 4 and 6:
> > >
> > > As a matter of good governance practice I would have serious concerns
> > > about an employee of PTI sitting on the board of PTI with the
> > > exception of the CEO ex officio.
> > >
> > > I would appreciate input from others but certainly in Ireland and
> > > France where I've sat on boards it's would not be considered an
> > > acceptable practice. And I agree I haven't seen this issue discussed
> > > and any advice on best practice given to date.
> > >
> > >
> > >
> > > -James
> > >
> > >
> > >
> > > *From:*cwg-client-bounces at icann.org
> > > [mailto:cwg-client-bounces at icann.org] *On Behalf Of *Greg Shatan
> > > *Sent:* Monday, June 15, 2015 8:15 PM
> > > *To:* cwg-stewardship at icann.org; Client
> > > *Subject:* [client com] PTI Board Composition: IANA Managing Director
> > >
> > >
> > >
> > > All:
> > >
> > >
> > >
> > > In the course of discussing the composition of the "inside"
> > > (controlled) PTI Board, I believe we have stated that three seats
> > > would be appointed by ICANN, with two being unspecified ICANN
> > > employees and one being the "IANA Managing Director."  I've been asked
> > > to clarify who this IANA Managing Director is (since this title does
> > > not currently exist).  Specifically:
> > >
> > >
> > >
> > > 1. Will the IANA Managing Director be an employee of ICANN or of PTI?
> > >
> > > 2. Is this intended to be the person in the role currently held by
> > > Elise Gerich (currently a VP of ICANN for IANA and Technical
> > > Operations)?
> > >
> > > 3.  If this person is an employee of PTI and not ICANN, does that
> > > still qualify for purposes of making it an inside board (keeping in
> > > mind that ICANN does not "own" PTI, and that the only reason this
> > > person is controlled by ICANN is because ICANN controls PTI (which
> > > creates a circularity of reasoning))?
> > >
> > > 4.  Can this person be an employee of ICANN _and_ PTI (at least so
> > > that question 3 is resolved)?
> > >
> > >
> > >
> > > Some next level questions:
> > >
> > >
> > >
> > > 5.  Why are we calling this person a "Managing Director," which is not
> > > commonly used in US non-profit corporations to my experience?  (The
> > > typical senior board-appointed offices are President, Vice President,
> > > Secretary and Treasurer.  Managing Director seems to show up primarily
> > > in investment banks and other financial services entities.  If this
> > > person is intended to be at the helm of PTI, we should use the term
> > > President.)
> > >
> > >
> > >
> > > 6.  How will the board handle matters related to this person
> > > (compensation, etc.)? If she recuses herself, there will only be 4
> > > directors voting.
> > >
> > >
> > >
> > > I look forward to clarification and apologize if this is clear
> > > somewhere and I missed it.
> > >
> > >
> > >
> > > Greg
> > >
> > >
> > >
> > >
> > >
> > > _______________________________________________
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> > > CWG-Stewardship at icann.org
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> >
> >
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