Para la integración del primer Directorio de LACRALO, en el caso de aquellas posiciones que ya hayan sido sometidas a elecciones sin contar con su respectivo suplente, los mismos serán seleccionados por la Asamblea General de LACRALO a realizarse en Londres en Junio de 2014.Para las siguientes integraciones del Directorio se procederá conforme a los Principios Número 5, 9 y 10 del presente documento.

ENGLISH VERSION

Proposal of Amendment to the LACRALO Operating Principles – Explanation of Each Item - February 2014

Background

In the monthly LACRALO teleconference dated February 18, 2010 (https://community.icann.org/display/alaclacralo/18+February+2010 ), the Chair and Secretary decide to include the Proposal of Amendment to the LACRALO Operating Principles as Item 4 of the Agenda.

One of the main arguments discussed in this teleconference, to implement the amendment to the LACRALO Operating Principles, was that the Chair's and Secretary's mandate would come to an end in April 2010. The current Operating Principles (See Principle 4: https://community.icann.org/download/attachments/2264378/Operating%2520Principles%2520of%2520the%2520LACRALO%2520Rev1%2520-%2520EN.pdf?version=1&modificationDate=1283972734000 ) state that the Chair's mandate term length is of one (1) year, with an indefinite possibility of reelection. In regards to the Secretary's mandate, these Operating Principles do not state the mandate term length (See Principle 6 and 7 using the previous link).

As can be seen in the teleconference transcription from the meeting held on February 18, 2010, it is stated both in its English version (https://community.icann.org/display/alaclacralo/Transcription+18+February+2010+LACRALO+EN ) and its Spanish version (https://community.icann.org/display/alaclacralo/Transcription+18+February+2010+LACRALO+2009+ES ), that it is necessary to modify the LACRALO Operating Principles in order to increase the mandate term length from one (1) year to two (2) years, restricting reelection to only one consecutive mandate period. Further, the current Chair and Secretary have indicated their desire to be reelected, upon the approval of these amendments. Therefore, it is suggested that an amendment proposal be developed, which can be subjected to an online vote by all members of LACRALO for its approval. The desire to make other amendment proposals was also expressed, but it was stated that these could be discussed in the ICANN Annual Public Meeting in December 2010, which would be held in Cartagena, Colombia, where a LACRALO General Assembly was expected to take place (but was not held).

The urgent request was to be able to modify the Operating Principles before the ICANN meeting in Nairobi and the call for candidates for the Chair and Secretary positions in LACRALO, which had to be opened by mid February, 2010, in order to carry out elections in March 2010, and for the elected Chair and Secretary to be able to take on their duties in April 2010.

During this teleconference it was said that 2/3 (66%) of the online voting members is required in order to adopt the amendments to the Operating Principles. In the teleconference carried out on February 25th, 2010, this was discussed and it was proved that this expression is incorrect, given that Rule 12.8 of the LACRALO Rules of Procedure states: “When a vote on a non-procedural question shall be required, the measure shall be carried if it receives a two-thirds vote of those ALSs present and voting.” Therefore, the correct interpretation of this rule is that it is referring to in-person General Assemblies. This amendment could have only been voted and approved during an in-person General Assembly, not through an online voting system.

The possibility of including a Board of Directors in the LACRALO Operating Principles, who would work on urgent matters related to our region if needed, was also discussed during this teleconference. This item was then not included in the agenda to be discussed by the original Operating Principles amendments Working Group.

In this teleconference, dated February 18, 2010, delegates from seven (7) ALSs were present. Therefore, according to what was a usual custom at that moment (we are stating that this was a "custom" because no official LACRALO document was found where this was indicated), a quorum of eight (8) ALSs was required to be present in order for this meeting to be held. Which means that this meeting was not entitled to make any valid decision.

Thus, the LACRALO Operating Principles amendment Working Group created during the teleconference dated February 18th, 2010, is not a valid Working Group, since it was formed while violating the quorum "rules" required for virtual LACRALO meetings.

This Working Group (https://community.icann.org/display/LACRALO/LACRALO+Bylaw+Working+Group ) had a mandate to modify specific items where possible areas for modification are included:

1. The term of the LACRALO chair and secretariat should be increased from one year to two years.

2. Persons elected to the LACRALO chair and secretariat can only serve for two consecutive terms.

3. There should be specific dates when the term of the chair and the term of the secretariat starts.

4. Should the terms of the chair and secretariat be staggered so that the election for both positions does not occur at the same time?

5. Persons serving as LACRALO chair and LACRALO secretariat should be from different countries and from different ALSs.

6. The election of the LACRALO chair and secretariat would be done by a LACRALO general assembly (virtual or face to face) convened for a set period (e.g 6 months) prior to the start of the terms of the Chair and the Secretariat.

7. Should there be a redefintion of what constitutes a quorum in LACRALO meetings?

This Working Group was created by different people, many of whom never participated, others stopped participating, and later, new people who were not originally part of the group began to participate.

Meetings between ALS members, both from the Caribbean and Latin America, were held periodically since the date of creation of this Working Group. Even during the ICANN Cartagena meeting (Colombia) in December 2010, and in the Singapore meeting in June 2011, several ALS delegates who were present in both held informal work meetings.

During all this time of work, agreements were reached regarding certain principles that should be included in the proposed amendments, broadening the Working Group's original mandate.

However, we also came to a point where it was difficult for us to move forward since some ALS delegates were requesting changes to the Operating Principles, which could not be agreed upon. Therefore, since the Singapore meeting, the LACRALO Operating Principles amendment Working Group ceased to continue its work.

A few months prior to the LACRALO General Assembly in Costa Rica, in March 2012, a group of LACRALO ALS delegates (that do not work with the original Working Group) resumed the amendments work and obtained the results included below. It is necessary to clarify, once again, that this product is only a proposal and that this group of ALS delegates understood that each delegate or a group of ALS delegates could submit all proposals related to the amendments to the Operating Principles that they wished, for the consideration of the General Assembly, since the original Working Group is not valid (because it was created during a teleconference that did not follow the virtual meetings quorum rules).

It is very likely that it does not reflect the entire views of the LACRALO ALS delegates, but this group of delegates was driven by the need to correct different errors that exist both in the Operating Principles and Rules of Procedure, hoping that those who would like to include other amendments could submit their own proposals. To date, only concerns regarding the submitted amendments proposal were received, but no alternative amendment proposals were submitted.

It is necessary to complement this report with what occurred during the virtual LACRALO meeting held on February 25th, 2010. At this moment, someone probably already noticed the existent irregularities and requested clarifications on this matter, since a debate regarding the quorum needed to modify the Rules of Procedure and Operating Principles had been included as Item 2 in the Main Agenda (https://community.icann.org/display/alaclacralo/25+February+2010 ):

2. Discussion on Quorum Needed for Amendment of Rules of Procedure and Operating Principles

Background information:

LACRALO Rules of Procedure

According to Rule 6 on Quorum:

"6.1 A quorum shall consist of a simple majority of the accredited ALS referred to in Rule 1.1 present and represented at the Assembly."

However, according to Part VII on the Modifications to the rules where a virtual meeting is held:

"19 When a Virtual Meeting of the Assembly is held, the following Rules shall not apply: 6"

Which implies that no quorum is necessary in online votes. However, with regards to amending the rules of procedures, Rule 17 notes that

"The Assembly may amend these Rules of Procedure by a decision taken in plenary meeting by a two-thirds majority of the representatives of ALS present and voting."

LACRALO Operating Principles

Principle 4: "The General Assembly shall, to the extent possible, operate by consensus. If a consensus cannot be reached, each ALS accredited in the General Assembly shall be entitled to one vote and those votes shall decide by simple majority any matter put to vote. In the event of a tie vote, the person chairing the meeting shall have the casting vote."

Issues that need to be addressed before the vote on the proposed modifications:

What is the quorum requirement for an online election on the modifications of the Rules of Procedure?
Does a virtual meeting (an online election) constitute a plenary meeting? Does that mean that there is no quorum requirement for the proposed modifications of the Rules of Procedure?
Does the quorum for amending the Rules of Procedure equally apply to amending the operating principles ?

Interpretation of the Quorum rule by ICANN's legal department:

"The rules (of procedures) do not appear to address any special quorum or voting threshold issue that would apply for the change of the operating principles. However, it wouldn’t be recommended to change the operating principles to conflict with a provision of the Operating Rules, even if the group determines that a lower threshold is required. The two documents should harmonize with each other.

Turning to what is required to amend the Operating Rules, it’s really not clear. We would encourage LACRALO to review how they will proceed with an eye to legitimacy. The ability to amend Operating Rules – one of the defining documents – was set out as requiring a higher voting threshold than other actions of the Assembly, and there’s a risk to the legitimacy of the group if the Operating Rules are able to be changed according to the wishes of a small group of people. Taking the time to discuss the intended application of a voting threshold, and whether that requires a quorum as set forth in the document, will likely be a more useful exercise than having the Operating Rules changed by a somewhat smaller group, making the Rules change susceptible to challenge later. We’ve seen other organizations within ICANN place stricter requirements on changes to Operating Rules to help address this fundamental legitimacy issue – such as the GNSO allowing absentee voting on amendments to the document in the event that councilors were not in attendance at the meeting."

Interpretation of the Quorum rule by Nick Ashton-Hart:

There is no quorum for online votes on modifications of the rules of procedure. Online votes have no quorum rule because every ALS representative is considered to be "virtually" present and able to participate in the vote if he or she wishes to.

Because of this, the ALS group of delegates, who always maintained the need to discuss and decide upon the amendments proposed for the Operating Principles through a face-to-face General Assembly, is submitting this proposal of amendment to the LACRALO Operating Principles in order to respect the transparency and legality that should prevail within collective organizations. That is why we stated many times the need for more available hours for our Costa Rica General Assembly (we always requested a minimum of six (6) hours to be able to listen to all the opinions of the region and to achieve an amendment to our Operating Principles that is coherent with the rest of our governing rules).

Once again, what we are presenting is an amendment PROPOSAL. As many amendment proposals as the amount of ALSs that are part of LACRALO can be received in order to be discussed and decided upon by a plenary face-to-face General Assembly.

In addition, it is our understanding that the constitution of the original Working Group is irregular, it does not have a valid amendment mandate, and thus, it cannot reach any valid results. This is why we are requesting the face-to-face LACRALO General Assembly to implement some sort of amend for these existing irregularities.

UPDATE: The proposed amendments to the LACRALO Operating Principles were not discussed or decided during the LACRALO General Assembly held at the Costa Rica meeting in March 2012, although these items were included in the approved General Assembly agenda.

Four working groups were created in LACRALO as a result of the work carried out during the Costa Rica meeting, which were indicated to discuss and decide upon certain regional concerning issues, mainly focused on finding different work, participation and collaboration methods to promote collaboration between members of the region.

One of the LACRALO Working Groups created at the Costa Rica meeting is the Governance group. Initially, this group was unable to provide results. Subsequently, this Working Group was restarted and as of the end of 2013 it was discussed during its meetings that it was necessary for the group to revise once again the proposed amendments to the LACRALO Operating Principles and Rules of Procedure, and to work to create LACRALO's own metrics.

A subgroup within the Governance Working Group is in charge of revising the proposed amendments to the LARCALO Operating Principles presented at the General Assembly held in Costa Rica in 2012, and analyzing if these are still active in light of the good governance principles that were presented as this Working Group's guiding principles.

These are the amendment proposals for the LACRALO Operating Principles obtained from the analysis that was carried out and are being proposed for discussion and to be decided upon during the next LACRALO face-to-face General Assembly in London, June 2014.

Proposal of Amendment to the LACRALO Operating Principles (Principles 1 to 9)

Introductory Note:

The text set forth below constitutes the revised version of the document approved by consensus of the Third Session of the Meeting of the ALS of Latin America and the Caribbean held in Sao Paulo, Brazil on 4 December 2006. It was by consensus during the LACRALO General Assembly held in Mexico City on 4 March 2009. Negotiations on this text were conducted in Spanish. Included are the amendments made by the LACRALO General Assembly, which held a meeting in London, June 2014.

Explanation: The word “consensus” is eliminated from the amendments made by the LACRALO General Assembly held in Mexico because, in accordance with the meeting audios and transcriptions, the General Assembly Chair never clearly expressed for the records that this had been agreed upon. This later resulted in misinterpretations, which are further discussed in Operating Principle number 4, provided below.

The segments “the Working Group, created to this end in December 2010” and “the LACRALO General Assembly, which held a meeting in Costa Rica, in March 2012” are eliminated, since these amendments were not approved on either of these dates. The segment “the LACRALO General Assembly, which held a meeting in London, June 2014” is added, but remains subject to modifications if the approval of the requested amendments is not accomplished at that time.

Interpretation Clause: In case of obscurity, contradiction, divergence or conflicts regarding the interpretation of the LACRALO Operating Principles listed below, the internationally accepted good governance principles should be followed, namely: participative, consensus oriented, based on accountability, transparent, with the capability to respond within a reasonable period of time, effective and efficient, fair and inclusive, and respectful of the rules of law.

Explanation: This clause is expressly added to the LACRALO Operating Principles due to the fact that it has been suggested within the LACRALO Governance Working Group that the good governance principles should be followed and respected within LACRALO.

1. LACRALO is formally constituted by the ALSs of Latin America and the Caribbean accredited by the ALAC as a mechanism to guarantee participation encouragement by regional users in the process of developing ICANN policies.

Explanation: The article “The” is eliminated in Principle 1 (one) because we consider that since this is a proper name, similar to a person's name, it should not be preceded by an article. In addition, the phrase “composed of” is replaced by “formally constituted by” because the entire process to include new ALSs should follow certain formal processes and should also follow and respect the ICANN Bylaws at all times.

2. LACRALO will promote the formation of user groups and their accreditation by the ALAC. Nevertheless, mechanisms will be maintained to ensure that the regional users not integrated into ALSs can express their opinion on the development of ICANN policies. Two LACRALO member categories are acknowledged: Full members, who are member users of the user groups accredited by ALAC, who will have the right to voice their opinions and vote during LACRALO discussions and decision makings; and non-full members, who are individual users that are not in user groups accredited by ALAC, who will be able to voice their opinions but will not have the right to vote during LACRALO discussions and decision makings.

The right to vote on LACRALO matters granted to full members will be determined by a minimum participation level.
(The text that follows is eliminated from the Operating Principles and added to the Rules of Procedure text).

Explanation: The article “The” is eliminated in Principle 2 (two) because we consider that since this is a proper name, similar to a person's name, it should not be preceded by an article.

Both existent member categories and the rights granted to each are explicitly acknowledged within the LACRALO Operating Principles.

A paragraph that establishes general principles regarding participation and right to vote is added. This was agreed upon by the ALS delegates who were present at the Cartagena meeting, since it was considered that the following paragraphs, explaining what is understood as a “minimum participation level”, should be added to the LACRALO Rules of Procedure. Therefore, this explanation is included in the appropriate section of the LACRALO Rules of Procedure, which are not subject to revision, amendment or discussion within this proposal.

3. LACRALO will be multilingual from its inception. All documents will be written and all discussions will be held in English, Spanish, Portuguese and French. Those languages that at the time of amendment of these Operating Principles were not included shall be gradually included according to the region's requirements.
The need to add other languages that were not considered at the time of the drafting of this document will be revised periodically.

Explanation: This addition regarding other languages used in the region, such as Portuguese and French, is a response to what had been requested by many LACRALO members since its constitution. The inclusion and respect for multilingualism should prevail in our RALO in order to facilitate participation of all those who are interested. There were also other proposals to include indigenous and local languages, which is why the last paragraph states that this item will be revised periodically according to our region's needs.

LACRALO General Assembly

4. The supreme and sovereign governing body of LACRALO will be a General Assembly composed of two (2) representatives of each accredited ALS. Each ALS accredited in the General Assembly shall be entitled to one vote.

These representatives shall also act as official contacts of the ALS vis-à-vis LACRALO for the duration of their appointment, and their responsibilities will be to keep their emails updated and to notify the At-Large Secretariat and Staff of any changes in these emails and in the names of these representatives.

The General Assembly shall, to the extent possible, operate by consensus.

Explanation: The title “LACRALO General Assembly” is added in order for it to be distinguished from the LACRALO authorities. It is necessary to clarify that up until the LACRALO General Assembly held in Mexico, in March 2009, LACRALO did not include the role of a LACRALO Chair among its Operating Principles.

Until then, there was a LACRALO Secretary who acted as an authority (officer) within LACRALO.

In each General Assembly, a General Assembly Chair was elected, who performed his/her duties only during this Assembly, as his/her work ended there (the General Assembly could mandate him/her to perform the functions of an Assembly Chair during the next General Assembly, but no more than that).

In the General Assembly held in Mexico in 2009, the role of LACRALO Chair is included as the RALO authority (officer) and it is established that the mandate term length will be of one (1) year, with an indefinite possibility of reelection, since this reelection was not restricted.

However, at the LACRALO General Assembly held in Mexico in 2009, a participant proposed that the mandate term length of the Chair be extended from one (1) year to two (2) years in order to maintain consistency with the mandate term lengths of the LACRALO representatives for ALAC. In accordance with our Rules of Procedure, this meant that we were facing an amendment of an amendment (motion presented by a General Assembly assistant and seconded by another assistant). Therefore, the General Assembly Chair, in accordance with our Rules of Procedure, should have initially submitted the amendment of the amendment to a vote, meaning, that which was most different than the original proposal (that which requested the LACRALO Chair's mandate term length to be of 2 years), and once this vote was carried out, submit the amendment to a vote (that which requested the LACRALO Chair's mandate term length to be of one year, with the indefinite possibility of being reelected). These votes were not carried out.

In no way can it be interpreted that there was consensus regarding the added paragraph in Principle 4, since there were two amendment proposals (the amendment, and the amendment of the amendment). This should have been submitted to a vote by all General Assembly participants. This item led to misinterpretations and was also one of the subjects discussed in the teleconference held on February 25th, 2010, to implement the amendments to the LACRALO Operating Principles.

In a strictly legal sense, since the Rules of Procedure were breached during a General Assembly, this reform to Principle 4 should not be in effect. Therefore, this proposal is being submitted in order to amend this irregularity.

Thus, Principle 4 is exclusively in regards to the LACRALO General Assembly (to maintain a proper order, the role of the LACRALO Chair is included below). In order to expressly clarify that the General Assembly is the only body who can make decisions within our RALO, we would like to add that the General Assembly is the supreme and sovereign governing body of LACRALO.

ALS members who act as liaisons to LACRALO have more duties (such as, keeping their emails updated, and notifying the At-Large Secretariat and Staff of any changes in these emails and in the names of these representatives), since there is a record of ALSs that continue to appear as certified by ALAC, but we do not have their updated contact email available to provide LACRALO-related information, therefore, in practice, these are inactive ALSs. This item is also related to ALS Participation.

The last part of the last paragraph is eliminated, in order for it to be included in the Rules of Procedure (when mandate is granted to work on such amendments), since all issues related to the RALO's general operative parameters should be included within the Operating Principles, as indicated by this name. All procedural issues, as in this case are consensus and majorities, and those specifically referred to the General Assembly, should be included in the Rules of Procedure, which mainly deal with how a General Assembly works.

LACRALO Authorities

LACRALO Chair and Vice Chair

5. The General Assembly shall elect, from amongst its members, a person to act as the LACRALO Chair, and another person to act as Vice Chair, each with a two (2) year mandate term, with the possibility to be reelected only for one consecutive period.

The process of election of the LACRALO Chair and Vice Chair shall take into account equal geographic distribution, participation, leadership, commitment and personal competence of the candidates.

The Chair's duties will consist of, among other things: promoting and leading ICANN policy debates in the region; acting as a link in the debates generated within the ALAC by transmitting, along with LACRALO representatives for ALAC, the region's views; representing LACRALO in ICANN meetings, in any of its Advisory Committees and Supporting Organizations, and in outreach activities; promoting an increased participation of the region's ALSs by carrying out activities focused on periodically including new organizations; leading LACRALO debates held through mailing lists, teleconferences, face-to-face meetings, as well as in any other meeting.

The Vice Chair shall take on the Chair's duties until the end of the Chair's mandate term only in case of the Chair's resignation, absence, incapability, decease or conflict of interests, which impede him/her of carrying out his/her duties. The Chair and Vice Chair shall be selected from the same call for elections and as a result of the prioritization obtained from this election's results.

Explanation: In accordance with what was stated in the aforementioned explanation, up until the LACRALO General Assembly that was held in Mexico in 2009, the role of the LACRALO Chair was non-existent. During this Assembly, this role was included. However, the corresponding amendments were not made to the rest of the Operating Principles, which left the section referred to the role of the General Assembly Chair and the LACRALO Chair unclear and confusing.

By structuring it in this way, we are achieving a better order and clarity. In the previous item we discussed matters related to the General Assembly. In this item, we will address the subject regarding LACRALO Authorities: LACRALO Chair, Secretary, Representatives for ALAC, and Board of Directors (this institution is included within this amendment proposal in order to avoid any confusion or misinterpretation, as has been occurring until now).

Regarding the LACRALO Chair, the mandate term length is modified from one (1) year, with an indefinite possibility of reelection, to two (2) years, with the possibility to be reelected only for one consecutive period.

The LACRALO Chair's functions are specified since in the previous drafting these were confused with the General Assembly's Chair functions and we believe that the LACRALO Chair should not only have specific leadership and guidance functions for the RALO, but also, given that he/she is a part of ICANN, should act as a kind of ambassador, carrying out outreach functions both inside and outside ICANN.

The role of Vice Chair is included, which will be elected during the same call for elections for the LACRALO Chair (whoever has the majority of votes shall be elected Chair, whoever follows shall be elected Vice Chair; this should be clarified within the LACRALO Rules of Procedure). It is important to make clear that the Vice Chair role is activated and begins to perform his/her duties only in the specific and limited cases listed in the proposal: in case of resignation, absence, incapability, conflict of interests or decease of the Chair, which impede him/her of carrying out his/her duties. The Vice Chair shall also perform his/her duties until the end of the Chair's mandate term, which is when a new call for elections will be made.

This addition aims to take into account within our Operating Principles situations that are similar to what happened previously in LACRALO, where a new call for elections had to be made upon the resignation of a LACRALO Chair, with all the trouble that a call for elections involves, such as waste of time, resources and efforts.

The Vice Chair shall only take on his/her duties if the situations mentioned earlier were to occur. If none of this situations occur, the Vice Chair title would only be nominal, and he/she would have the same rights and duties as any other ALS delegate.

The same explanation applies to the Vice Secretary and the substitutes for the LACRALO representatives for ALAC (in this case, other considerations that will be included in the corresponding item shall apply).

The diversity requirement is still being followed, we are only clarifying that these requirements will not be demanded from (between these two roles) the Chair and the Vice Chair, or from the Secretary and Vice Secretary (because the respective Vice Chair and Vice Secretary are elected during the same call for elections and as a result of this election). However, these requirements are demanded from the Chair and Secretary.

LACRALO Secretariat

6. LACRALO shall be assisted by a Secretariat. The duties of the Secretariat shall be performed by an ALS delegate appointed by the General Assembly.

Only in case of resignation, absence, incapability, decease or conflict of interests, which impede the Secretary from carrying out his/her duties, the Vice Secretary shall take on the Secretary's duties until the end of the Secretary's mandate term. The Secretary and Vice Secretary shall be elected during the same call for elections and as a result of the prioritization obtained from this election's results.

The term to perform their duties will be of two (2) years, with the possibility to be reelected only for one consecutive period.

The Secretariat shall have administrative and informative functions. The Secretariat will be responsible for maintaining the communication systems, ensuring the proper exchange of information on matters that are being discussed among all the ALSs belonging to LACRALO, and any other tasks assigned to it by the LACRALO Board of Directors.

Explanation: Considerations being applied are similar to the ones in the previous item. The Secretary's mandate term length is limited to two (2) years, with the possibility to be reelected only for one consecutive period. It is important to clarify that the current version of our Operating Principles does not state the Secretary's mandate term length. By similarities, it had been interpreted that the mandate term length was the same as the Chair's.

The same explanations regarding the Vice Chair and the diversity requirements, provided in the previous item, apply to this principle.

The Secretary's functions are being detailed specifically (administrative and informative) in order to make sure that he/she does not carry out functions that are out of his/her role's scope. The Secretary cannot make any decisions. Decisions should be subject to consideration by all the LACRALO members.

7. The elected Chair and Secretary must be members of different ALSs, their main place of residence must be in different countries of the region and such place of residence must coincide with the ALS country they represent.
The diversity requirements will not be applied between full members and substitutes.

For a better continuity of policy discussions, the Chair, Secretary and their corresponding substitutes, shall be renewed in alternate periods, and a representative will be elected every year.

Explanation: This was already explained in previous items. The diversity requirements apply between the Chair and Secretary, but these do not apply between full members and substitutes. This makes reference to the previous items.

A new paragraph is added regarding staggered renewals of the Chair (and substitute) and Secretary (and substitute) roles. The purpose of this proposed amendment is to allow LACRALO to continue developing current policies and to avoid that the simultaneous take of office of two new authorities represent the restart of an organization, without respecting the background and subjects on which they are currently working on.

LACRALO Representatives for ALAC

8. LACRALO shall elect two (2) individuals to serve as representatives before the At-Large Advisory Committee (ALAC) and another two individuals to serve as their respective substitutes, on the terms specified in the ICANN Bylaws. Only those ALSs that have been accredited prior to the election and are currently active shall be entitled to vote in the election.

Each accredited ALS shall be entitled to one vote. The selected representatives must be members of different ALSs, their main place of residence must be in different countries of the region and their place of residence must coincide with the ALS country they represent.
The representatives shall be responsible for the duties stipulated in the ICANN Bylaws.

The diversity requirements will not be applied between full members and substitutes.

Explanation: The election of two substitute members is added, together with the full members that will act as LACRALO representatives for ALAC. These substitute members shall only take on their duties strictly in the cases listed in the following item. The same explanation given regarding the Vice Chair and Vice Secretary applies to this case. The aim is to avoid the troubles that elections involve (especially if they must be carried out beyond the usual or stipulated deadlines).

The diversity requirements are specified in order to avoid situations where ALS delegates live in a country that does not coincide with the ALS they represent.

9. The mandate term of the two representatives elected by LACRALO for ALAC shall be of two (2) years and they may be reelected only for one consecutive period. The respective substitutes of the elected LACRALO representatives for ALAC shall take on the elected LACRALO representatives' duties until the end of their mandate only in case of resignation, absence, incapability, decease or conflict of interests, which impede the LACRALO representatives from carrying out their duties. Each full member and substitute will be elected during the same call for elections as a result of the prioritization obtained from the respective election's results. For a better continuity of policy discussions, these representatives shall be renewed in alternate periods, and a representative will be elected every year.

Explanation: We have included the possibility to reelect the LACRALO representatives for ALAC for only one consecutive period.

The possibility to elect a substitute for each one of the LACRALO representatives for ALAC during the same call for elections is also included, and these substitutes would take on their duties strictly in the cases mentioned in this Principle. If none of this situations occur, the substitutes will have the same rights and duties as any other ALS delegate.

The need to elect LACRALO representatives for ALAC in alternate periods remains within the body of the Operating Principles. This means that the election of one of these representatives (and his/her corresponding substitute) should be carried out one year, and the election of the other representative (and his/her corresponding substitute) the following year.

LACRALO Board of Directors

10. LACRALO will also have a body, named Board of Directors, which will have administrative and operative functions. This body will be comprised by fourteen accredited ALS representatives and will be automatically formed by the people who are elected to act as Chair, Vice Chair, Secretary, Vice Secretary, both representatives elected by LACRALO for ALAC and their respective substitutes, and the representative elected by the NomCom for ALAC. Regarding the five remaining members, to be named Policy Directors, the LACRALO Chair, who will at the same time act as Board Chair, will carry out a call for elections among the accredited ALS delegates to form this Board of Directors.

The function of each of these five Policy Directors will be to lead different Working Groups within LACRALO, and be in charge of selecting the members for the respective groups and conducting discussions on matters that are being discussed in ICANN.

The selection of each of these five Policy Directors will be carried out by the the Board of Directors, which will be integrated automatically, as described in the first paragraph of this Operating Principle. Each one of these shall be entitled to one vote and the decision shall be made by simple majority.

The mandate term length of each one of these five Policy Directors shall be determined according to the needs of the specific subjects that are being dealt by each Working Group, and they may be replaced periodically by decision of the Board. The Board members elected by the General Assembly shall have a mandate term that will coincide with the end of the mandate term for which they were elected.

Explanation: A LACRALO Board of Directors is included, which will be comprised by fourteen (14) members: the Chair, Vice Chair, Secretary, Vice Secretary, both LACRALO representatives for ALAC and their respective substitutes, and the representative elected by the NomCom to carry out his/her duties for ALAC. These nine (9) members will automatically be part of this Board once they are elected for their respective positions. Regarding the five remaining members, to be named Policy Directors, the following process will be followed: the Chair will summon all those who are interested in leading Working Groups to discuss substantial matters (ICANN Policies) of our RALO. Once a list of interested individuals is available, the automatically selected Board members shall decide by simple majority who the five (5) Policy Directors will be, who will become part of the Board.

The purpose of creating a LACRALO Board of Directors responds to two needs: on one hand, for this Board to make decisions regarding operative and administrative matters (for example, some procedural matters), in order to avoid having the entire RALO work on matters that will not allow it to make progress and that would involve a demand of time that could be dedicated to much more important matters.

On the other, to select individuals who would be responsible of leading the Working Groups within LACRALO and can take care of matters subjected to public comment within ICANN, and to allow us, as a RALO, to voice our opinions regarding substantial matters that are being discussed in ICANN, similar to the way the rest of the RALOs do.

This is why the mandate term length of these five (5) Policy Directors is determined by the discussion subjects' needs within LACRALO and ICANN. For example, if a Policy Director had been chosen to lead the New gTLD Working Group, and a point is reached where all possible discussions on this subject were already carried out, then this LACRALO New gTLD Working Group would have completed its work and the corresponding Policy Director would have finished with his/her functions. Therefore, a new Policy Director would have to be elected to address the subject that is currently being discussed within ICANN.

It is important to clarify that the LACRALO General Assembly still remains as the supreme and sovereign governing body of LACRALO, and is still in charge of making all substantial decisions within LACRALO. The Board of Directors only has administrative and operative functions.

Explanation: Principle 5 is eliminated because the responsibility of creating Working Groups within LACRALO now belongs to the LACRALO Board of Directors.

11. To elect a Chair, Secretariat, LACRALO representative for ALAC and their corresponding substitutes, a virtual meeting will be convened for the sole purpose to listen to the candidates' proposals and platforms; the election will be carried out through an online vote, for which all ALS delegates entitled to vote will be summoned and registered, and a specific target date will be set for this online vote.

Explanation: This Principle is added in order to establish, precisely as a Principle and to avoid misinterpretations, that the election of LACRALO Authorities as well as LACRALO representatives for ALAC can be made through an online vote. Required quorum and majority rules to perform valid elections should be expressly established in the LACRALO Rules of Procedure.

Explanation:The previous First Temporary Provision is eliminated because it expired and was already included within the Principle 9 text (LACRALO Representatives for ALAC must be elected in alternate periods, with the election of a representative on one year, and the election of the other representative on the following).

First Temporary Provision. The amendments established within this reform will be considered to be applicable to the current mandates of the LACRALO Chair, Secretary and representatives for ALAC, that are acting as such upon the amendments' approval by the LACRALO General Assembly.

Explanation: This temporary clause is a response to the need to clarify that none of the amendments to our Operating Principles can be applied retroactively, instead, from the moment in which the amendments are approved, these will be applied to the current mandates and in the future.

Second Temporary Provision. In regards to the staggered election of the LACRALO Chair and Secretary established in Operating Principle 7, the mandate of the Secretary who is acting in this role at the moment of the approval of the respective amendments shall be extended to 3 years. This way, on the second year of mandate of the LACRALO Chair, a call for elections will be made in order to replace him/her, while the Secretary continues performing his/her functions until the next year, which is when a call for elections will be made to replace him/her on the third year of his/her mandate.

Explanation: It is necessary to include this clause, which is aimed to allow a staggered election of the Chair and Secretary, since currently the elections for both roles are made during the same call for elections. In order to implement this amendment, it is necessary to extend the Secretary's mandate to 3 years (instead of the two years that are mentioned in the these amendments). We believe it is convenient to extend the Secretary's mandate and not the Chair's since the Secretary performs administrative functions, rather than functions related to the representation of the RALO, which are performed by the LACRALO Chair, and the voting members should have the right to voice their opinion regarding the Chair renewal, in case they consider that the Chair is not performing correctly his/her duties.

Third Temporary Provision. The constitution of the LACRALO Board of Directors will be made during the next election, once the amendments included herein are approved.

Regarding the first LACRALO Board of Directors members, for those cases where certain positions had already been subjected to elections without having their respective substitutes, those positions will be selected by the LACRALO General Assembly to be held in London, June 2014. For the following Board elections, Principles 5, 9 and 10 of this document shall be followed.

Explanation: The same consideration for the first temporary provision applies to this provision. No amendment, upon its approval, shall be applied retroactively, instead, it will be applied from the moment of its approval and towards the future.

This clause refers to the first constitution of the first LACRALO Board, once the amendments are approved.

For this one time only, the LACRALO General Assembly to be held in London, in June 2014, after approving the amendments described herein, may select the necessary substitutes for those cases where there are positions that do not have respective substitutes available.

After this first constitution, for the election of Board members, the proposed new Principles 5, 9 and 10 shall be followed. By election, together with the full members, during the same call for elections.

February 2014

Proposal of Amendment to the LACRALO Operating Principles (Principles 1 to 9) (Operating Principles text only, explanations were excluded)

The right to vote on LACRALO matters granted to full members will be determined by a minimum participation level.

LACRALO General Assembly

LACRALO Authorities

LACRALO Chair and Vice Chair

LACRALO Secretariat

6. LACRALO shall be assisted by a Secretariat. The duties of the Secretariat shall be performed by an ALS delegate appointed by the General Assembly.

The term to perform their duties will be of two (2) years, with the possibility to be reelected only for one consecutive period.

For a better continuity of policy discussions, the Chair, Secretary and their corresponding substitutes, shall be renewed in alternate periods, and a representative will be elected every year.

LACRALO Representatives for ALAC

The diversity requirements will not be applied between full members and substitutes.

9. The mandate term of the two representatives elected by the LACRALO for ALAC shall be of (2) years and they may be reelected only for one consecutive period. The respective substitutes of the elected LACRALO representatives for ALAC shall take on the elected LACRALO representatives' duties until the end of their mandate only in case of resignation, absence, incapability, decease or conflict of interests, which impede the LACRALO representatives from carrying out their duties. Each full member and substitute will be elected during the same call for elections as a result of the prioritization obtained from the respective election's results. For a better continuity of policy discussions, these representatives shall be renewed in alternate periods, and a representative will be elected every year.

LACRALO Board of Directors

Third Temporary Provision. The constitution of the LACRALO Board of Directors will be made during the next election, once the amendments included herein are approved.

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