Questions About Legal or Other Issues

ICANN Corporate Archive (including Bylaws)

Comments:

From NARALO (submitted by Alan Greenberg):

1. The Board itself has regional limits; we need to find out if this will apply to the At-Large rep because it could limit who is available as a candidate.

From EURALO (submitted by Wolf Ludwig, EURALO Chair)

The RALO leadership was asked by the ALAC Executive Committee and Staff to bring a region's view/draft proposal on the At-Large process to select a voting Board Member from EURALO until the call scheduled for next week.

For us, there are some basic questions to be discussed and answered first before a selection and election process can be defined. These questions - which may be relevant for a better understanding in our community as well - comprise:

1. What are the differences precisely between the current ALAC Board Liaison
position and the new voting Board Member (besides the voting right, of course
(wink)?

2. Does or must this person/function represent, or at least reflect, the view
points and positions of the At-Large and RALO community? Or is he/she just
bound to his/her "own free will"?

Reply from A. Greenberg

I don't pretend to be the authority on this, but here are my replies. I will generally use the term “ALAC/At-large” to imply the overall structure including RALOs and ALSs.

1. What are the differences precisely between the current ALAC Board Liaison position and the new voting Board Member (besides the voting right, of course (wink)?

The major issues are:
a) A Liaison is supposed to act as a conduit between the ALAC (and implicitly At-Large) and the Board. So the ALAC can instruct the Liaison on a message that should be relayed to the Board, and is expected to report back to the ALAC (to the extent that is allowed by Board confidentiality issues).

b) When a Liaison speaks, it must be clear to the Board whether the statements are formal statements of the ALAC or not. One would hope that the Liaison would have a reasonable idea of general ALAC/At-Large directions, but it is difficult to formally enforce that. If a Liaison makes statements that are known (or should be known) to be counter to ALAC positions, that would need to be made crystal clear. However, it must be remembered that under current ICANN practices, there are no detailed transcripts of Board proceedings, so we need to have sufficient faith in the Liaison to report what we want.

c) A full Board member represents no one. They are required by law to act in what he/she believes are in the best interests of the Corporation and I believe under California law for not-for-profit organizations are also required to act in the best interests of the public.

d) When a full Board member speaks, there is no obligation that they reflect formal or informal ALAC policy/decisions. The trick is to select someone that you have good reason to believe will independently have a similar view and position to that taken by ALAC/At-Large. One of the differences between some of the views held on how to select our new director center around this. Do you want someone who you believe may have opinions similar to those held by the ALAC/At-Large or someone who may be highly respected but may have little connection with ALAC/At-Large (the latter is viewed as a good thing by some, and bad by others). And of course you need to remember that on many issues, At-Large may be divided and may have multiple and differing opinions.

e) A full Board member may have very little or a lot to do with the ALAC/At-Large. It is a personal decision (perhaps guided by whether they want to be re-elected or not!).

f) In summary, a full Board member is pretty close to a politician that you elect. Once elected, you have little control over what they do or say and how they vote during their term. You try to pick someone who is honorable and responsible and has views similar to your own. And who you think will operate effectively in “government” (an important issue).

g) If the ALAC felt very strongly that a Liaison was not properly representing them, they could remove that person. In fact, the Board can request such action. For a voting board member, there is no such ability – once they are there, they stay for the full term (3 years for all other Directors, and probably the same for us). There is some discussion in the new GNSO about the ability to recall a Director, but honestly I think the chances are slim that this will happen. Under current rules, the only way a Director (or most Liaisons) can be forcibly removed is by a ¾ vote of the Board (Bylaw VI.11 - http://www.icann.org/en/general/bylaws.htm#VI).

h) Lastly, although it may be clear to some, the expression "non-voting" is a code word. Non-voting Board members also cannot make or second motions, so their ability to bring (that is force) issues to the attention of the Board is more limited. Traditionally, Liaisons also did not participate in the various Board committees. That has now changed with Liaisons participating as non-voting members of some, but not all Board committees. Since much of the work of the Board is done at the committee level (and this will likely increase following the current Board review), this is a crucial issue. Reply by A. Greenberg

2. Does or must this person/function represent, or at least reflect, the view points and positions of the At-Large and RALO community? Or is he/she just bound to his/her "own free will"?

As noted above, there is no responsibility other than a moral one to represent or reflect ALAC/At-Large views. You have to select someone who you believe will think similarly to you if you want that outcome. In effect, you are putting your trust in that person that they will, based on the answer 1c above, they will come up with the same view as the one that you hold. And the trust that based on the information presented to them as a Board member, they will see when the long-term needs are different from those seen by ALAC/At-Large.
Reply by A. Greenberg


I am re-wording my question at the top of this page, following additional research:

1. The Board is required to have a minimum of 1 and maximum of 5 Directors (excluding the President) from each ICANN Region. According to Bylaw VI.5, the SOs and therefor presumably At-large are bound to ensure these limits. The question is how? GNSO, ccNSO, ASO and presumably At-large Directors are chosen independently with no inter-communications. Therefore there is no way to arrange the selection such that it meets the criteria.

contributed by alan.greenberg@mcgill.ca on 2009-12-06 06:04:19 GMT

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