1. Term of Appointment

All other appointments to the Board (by Nominating Committee or the Supporting Organizations) are currently for three year terms. The ongoing Board Review (http://www.icann.org/en/reviews/board/board-review-wg-draft-final-report-19sep09-en.pdf, Recommendation #5) is discussing whether this three year term should be changed, but pending that decision, we will use the “three year term” in this discussion. Nominating Committee Board members are seated at the end of the Annual meeting, and SO-appointed members are seated 6 months later. The Board Review is considering changing the seating of SO Board members to coincide with the mid-year ICANN meeting. That Review has also taken as a given that the At-Large Board member should be seated at the same time as the SO members.

Related to the issue of term length is that of the maximum number of consecutive terms. The Bylaws currently allow no more than three consecutive terms, although this too is being discussed by the Board Review Committee.

Alternatives:

Discussion within the Board Review reports seems to assume that the At-Large Board member will serve terms similar to those of other Board members. A number of RALO representatives initially supported having a one or perhaps two year term. There was also some discussion of rotating the position over the ICANN regions to even out representation.

Discussion:

The rationale for a shorter term was primarily to cover the situation where a less than optimal person was appointed. On the other side, there was a belief that it would have a number of negative impacts:

  • Three years is barely enough for a Director to start fully functioning effectively: establish credibility, understand the Board dynamics and develop good working relationships with other Directors.
  • Shorter terms, particularly if incumbents are not returned for additional terms (as would be ensured if rotation was required) virtually guarantees that the At-Large Director would always be the junior person on the Board, never being eligible for the position of Chair, Vice-Chair or Committee Chair. Several former ICANN Directors confirmed that three years was the way to go.
  • In the extreme, for a term of one year, the decision whether to reappoint or select a new person would need to be made very early in the person’s term. Given the sparse information documenting Board discussions, there would be virtually no opportunity to do any sort of assessment of how the person is doing prior to deciding on their fate.

It was observed that many who initially advanced the idea of short term limits, once explained the need for continuity and relationship-building, eventually came to agree with keeping the term of the At-Large Director in line with those of other Directors.

Recommendation: 1.1

The At-Large Board member should be appointed to terms equal to those of the SO members and should be seated at the same time as those members. As a transition provision, the initial term should be adjusted based on the actual starting date, but in no case should it be markedly less than three years to allow the At-Large Board member to properly be integrated into the Board. The number of consecutive terms should be the same as for other Board members.

Comments:

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