Proposal of Amendment to LACRALO Operating Principles – Explanation of each item - March 2012 - EN

Proposal of Amendment to LACRALO Operating Principles – Explanation of each item - March 2012

Background

During the  LACRALO monthly conference call held on February 18, 2010 (https://community.icann.org/display/alaclacralo/18+February+2010), both the Chair and Secretariat decided to include a discussion on the Proposal of Amendment to the LACRALO Operating Principles as Item 4 on the Agenda.

One of the main arguments set forth during such conference call in order to promote the amendment to the LACRALO Operating Principles was that the one-year anniversary of the Chair’s and the Secretariat’s terms would be completed in April 2010. The Operating Principles in force (See Principle 4: https://community.icann.org/download/attachments/2264378/Operating%2520Principles%2520of%25

20the%2520LACRALO%2520Rev1%2520-%2520EN.pdf?version=1&modificationDate=1283972734000) establish that  the Chair’s term of office shall be of (1) one year, allowing indefinite re-election. With respect to the Secretariat’s term of office, the Operating Principles do not set forth a term of office (See Principles 6 and 7 on the preceding link).

As shown in the transcript of the conference call held on February 18, 2010, both the English (https://community.icann.org/display/alaclacralo/Transcription+18+February+2010+LACRALO+EN ) and Spanish versions (https://community.icann.org/display/alaclacralo/Transcription+18+February+2010+LACRALO+2009+ES)

stress the need of making amendments to the LACRALO Operating Principles, to extend the term of office from one (1) to two (2) years, limiting re-election to a single consecutive term.  In addition, both the current Chair and Secretariat announce their intention of being re-elected after the approval of such amendments. It was therefore suggested to prepare an amendment proposal to be put to online vote to LACRALO as a whole, in order to approve such modifications. The intention of using different amendment proposals was also mentioned stating, however, that these proposals might be discussed at ICANN’s annual meeting to be held in Cartagena, Colombia, in December 2010, where the LACRALO General Meeting was supposed to take place (though such meeting was not held).

The alleged urgency was intended to modify the Operating Principles before the ICANN meeting to be held at Nairobi and before the call for applications for candidates to LACRALO Chair and Secretariat, which should be opened by mid February 2010, and hold elections in March 2010, allowing the newly appointed Chair and Secretariat to take office in April 2010.

During such conference call, it was mentioned that 2/3 (66%) of the online votes were required for the approval of any amendment to the Operating Principles.

This procedure was addressed during the conference call of February 25, 2010, showing that this expression is inaccurate, considering that LACRALO Rules of Procedure, Rule 12.8 sets forth that: “Whenever a vote is required for an issue not related to these procedures, such measure shall be accepted by a two-third majority vote of the ALSes present and voting.”  Therefore, an accurate interpretation of this rule will show that it refers to face-to-face General Assemblies. Such modification could only have been voted and approved by a face-to-face General Assembly, rather than by an online vote.

During this conference call, the chance to include in LACRALO Operating Principles a Board of Directors to handle urgent matters in our region when required was also discussed. However, this item was not included as a discussion topic of the original Working Group for the Amendment of the Operating Principles.

Seven (7) ALS delegates attended the above conference call held on February 18, 2010. Therefore, as it was customary at that time (we clarify the term customary, since there was no official document issued by LACRALO stating that fact), a quorum of 8 (eight) attending ALSes was required to hold a valid session. In other words, such meeting was illegitimate to make any valid decision.

Therefore, the Working Group for the Amendment of the LACRALO Operating Principles summoned at the conference call held on February 18, 2010, is not considered valid, since it was convened by infringing the quorum “rules” required for LACRALO virtual meetings.

This Working Group (https://community.icann.org/display/LACRALO/LACRALO+Bylaw+Working+Group) was entitled to a term of office to modify specific items including possible areas subject to modifications:

1. The term of office of the LACRALO Chair and Secretariat should be increased from one to two years.

2. Persons elected to the LACRALO Chair and Secretariat positions can serve for a maximum of two consecutive terms only.

3. There should be specific dates indicating when the terms of office for the Chair and the Secretariat start.

4.  Should the terms of office for the Chair and the Secretariat be staggered so that the election for both positions does not occur simultaneously?

5. Those individuals serving as LACRALO Chair and Secretariat should be from different countries and from different At-Large Structures (ALSes).

7. Should there be a re-definition of what constitutes quorum at LACRALO meetings?

This Working Group consisted of different individuals; many of them had never attended these meetings, while others declined to attend. New members joined the group at a later stage. 

As from the date this Working Group was created, regular meetings were held between ALS members, both from the Caribbean and Latin American regions. Also, at both ICANN Meetings held in Cartagena (Colombia) in December 2010 and Singapore in June 2011, informal working meetings were attended by several ALS delegates present at both meetings.

Throughout that working time, agreements were reached on certain principles that should be included in the proposed amendments; hence, the Working Group’s original term was extended.

But, it also happened that, at certain point, it was difficult to make any progress since several delegates from some ALSes requested changes to the Operating Principles on which no agreement could be reached. Therefore, as from the Singapore meeting, the Working Group for the Amendment to the LACRALO Operating Principles was dissolved.

Several months before holding the LACRALO General Assembly in Costa Rica in March 2012, a group of LACRALO ALS delegates (not belonging to the original Working Group) resumed the work related to the amendments and the results shown herein were obtained. Again, it is necessary to clarify that this is only a proposal, and that the understanding of this group of ALS delegates is that each ALS delegate

 -or group of delegates- may submit to the consideration of the General Assembly all the desired proposals related to the amendments to the Operating Principles, since the original Working Group was no longer valid (as it was set up during a conference call breaching the rules of quorum established for virtual meetings).

Most likely, it will not reflect all the opinions of the LACRALO ALS delegates, but this group of delegates was promoted by the need of correcting different mistakes both in our Operating Principles and in our Rules of Procedure, hoping that anyone may submit their own proposals to include different amendments. So far, we have only received objections to a single amendment proposal submitted, but we have not received alternative amendment proposals.

This report should be supported by the events which took place at the LACRALO virtual meeting held on February 25, 2010. Most likely, at that time someone identified existing irregularities and requested the corresponding clarifications, since a discussion on the quorum required for amendments to the Rules of Procedure and Operating Principles was included as Item 2 on the 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.

Based on this explanation, the group of ALS delegates submitting this proposal of amendment to the LACRALO Operating Principles has always supported the need to discuss and decide the proposed amendments to the Operating Principles in a face-to-face General Assembly, in order to observe the transparency and legitimacy required for collective organizations. Therefore, we have repeatedly requested more available hours to conduct our General Assembly in Costa Rica (we always require at least six (6) hours to hear all voices in the region and amend our Operating Principles consistently with the rest of our binding regulations).

Once again, what was submitted is a PROPOSAL of amendment. We may receive as many proposals of amendments as LACRALO ALSes, which may be subject to discussion and decision at a plenary face-to-face General Assembly.

Likewise, we understand that the structure of the original Working Group is irregular, lacks a valid modification term and, therefore, the group could reach no valid results; hence, we are hereby requesting that a LACRALO face-to-face General Assembly should find a remedy to these prevailing irregularities.

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

Introductory note:

The text set forth below constitutes the revised version of the document approved by consensus in the Third Session of the Meeting of the At-Large Structures (ALSes) of Latin America and the Caribbean held in Sao Paulo, Brazil, on 4 December, 2006. It was amended by consensus during the LACRALO General Assembly, held in Mexico city on 4 March 2009. Negotiations on this text were conducted in Spanish. It includes modifications made by the Working Group created for this purpose in December 2010 the LACRALO General Assembly, gathered in Costa Rica in March 2012.

Explanation: The word “consensus” was deleted from the amendments made by the LACRALO General Assembly held in México since, in accordance with the meeting audio and transcripts, the General Assembly Chair fails to clearly mention such agreement for the records. This action led to further misinterpretations, as explained in detail in Principle 4 below.

In addition, “the Working Group created for this purpose in December 2010” was also deleted, since no modifications were approved on such date. We add “the LACRALO General Assembly held in Costa Rica, in March 2012”, subject to modification if the approval of the requested amendments is not obtained at such meeting.

1.  The LACRALO is composed of the ALSes of Latin America and the Caribbean, accredited by the At-Large Advisory Committee (ALAC), as a mechanism to ensure the promotion of participation by regional users in ICANN’s policy development process.

Explanation: in Principle 1 (one) only article “The” has been deleted, as we consider that a first name, like the name of a person, shall not be preceded by an article.

2.  The LACRALO will promote the formation of user groups and their accreditation by the ALAC. Nevertheless, mechanisms will be maintained so that the regional users not integrated into ALSes can express their opinion on the development of ICANN policies.

The right to vote on LACRALO issues shall be determined by a minimum level of participation. (the text below shall be deleted from the Operating Principles and added to the text of the Rules of Procedure).

A paragraph setting forth general principles on Participation and the right to vote shall be added. This item was agreed by ALS delegates attending the meeting held in Cartagena, considering that the following paragraphs which explain the meaning of “minimum level of participation” shall be included in the LACRALO Rules of Procedure. Therefore, this explanation is included in the relevant part of the LACRALO Rules of Procedure not subject to review, amendment or discussion in this proposal.

3.  The LACRALO will be multilingual from its inception. All documents will be written and all discussions will be held in English, and Spanish., Plans exist to incorporate Portuguese and French in the near future and to periodically reassess the need to add other languages used in the region. Portuguese and French. Languages which have not been incorporated when the modifications of these Operating Principles were adopted will gradually be added according to the needs of the region.

There will be periodical reviews to assess the need to incorporate additional languages which have not been taken into account when these modifications were drafted.

Explanation: The addition of other languages used in this region, such as Portuguese and French, is connected with the requests from many LACRALO members as from the moment LACRALO was created. Multilingualism should be included and observed in our RALO in order to allow the participation of all  interested parties. There were also other proposals to include indigenous and local languages and, therefore, the last paragraph sets forth that this item shall be checked on a regular basis according to the needs of our region.

LACRALO General Assembly

4. LACRALO’s supreme and sovereign governing body will be a General Assembly composed of two (2) representatives of each accredited ALS., freely appointed and removed by each ALS, which shall inform the Secretariat on the appointments made. Each ALS accredited in the General Assembly will be entitled to one vote.

Said individuals Said representatives shall also act for the duration of their appointment as official contacts of the ALS vis-à-vis the LACRALO, with the duties to keep their e-mails updated, to inform the Secretariat and the At-Large Staff of any change in same or in the names of said representatives.

Explanation: The title “LACRALO General Assembly” was added to distinguish it from LACRALO authorities. We need to clarify that, until the LACRALO General Assembly was held in Mexico in March 2009, LACRALO had no intention to include the position LACRALO Chair in its Operating Principles.

Until then, the LACRALO Secretariat was the authority (officer) within LACRALO.

At each General Assembly, a Chair was elected to exercise their functions at that Assembly, during which  their task was completed (the General Assembly could grant an additional term for the Chair to exercise their functions at the following Assembly only).

At the General Assembly held in Mexico in 2009, the position of LACRALO Chair was included as authority (officer) of the RALO and its term of office was set forth for one (1) year allowing indefinite re-election, since such re-election was not restricted.

However, at the LACRALO General Assembly held in Mexico in 2009, an attendee proposed an extension of the Chair’s term of office from one (1) to two (2) years, for the sake of consistency with the term of office of the LACRALO representatives before the ALAC. Pursuant to our Rules of Procedure, this meant that we were facing an amendment to an amendment (motion submitted by an attendee at the General Assembly and seconded by another attendee). Therefore, the General Assembly Chair, pursuant to our Rules of Procedure, should have put to vote first the amendment to the amendment, i.e., the amendment which was far too different from the original proposal (the one that requested a 2-year term of office for the LACRALO Chair) and, upon completion of such vote, put the amendment to vote (the one that requested a one-year term of office for the LACRALO Chair, allowing indefinite re-election). These voting procedures were not carried out.

By no means may we construe that there was consensus in the paragraph added to Principle 4, since there were two amendment proposals (the amendment and the amendment to the amendment). All the General Assembly attendees should have voted on this issue. This item raised misinterpretations and was also one of the arguments held during the conference call held on February 25, 2010 supporting the amendment to the LACRALO Operating Principles.

In a strict legal sense, since the Rules of Procedure were breached during a General Assembly, this amendment to Principle 4 should not be applicable. Therefore, this proposal is submitted to remedy such irregularity.

Principle 4, therefore, addresses the LACRALO General Assembly only (the position of LACRALO Chair is included below for the purposes of keeping a certain order). It is also added that the General Assembly is the supreme and sovereign body governing LACRALO, in order to expressly clarify that only the General Assembly may make decisions in our RALO.

Some duties were added to the ALS members acting as contacts before LACRALO (such as keeping e-mails updated, reporting changes to the At- Large Secretary and Staff and notifying any changes to the names of their delegates), since we noticed that some ALSes still appear as certified before ALAC, but there is no updated contact e-mail to send them any information related to LACRALO and, in practice, they are  inactive ALSes. This item is also related to ALS Participation.

The last paragraph related to consensus and majority was deleted and is to be incorporated into the Rules of Procedure (when a term of office is granted to work on such modifications), considering that every issue related to the RALO’s general operating parameters should be included in the Operating Principles, as the name implies. All procedural issues, such as these instances related to consensus and majority and, specifically referring to the General Assembly, shall be included in the Rules of Procedure, dealing mainly with how a General Assembly should function).

LACRALO’s Authorities

LACRALO’s Chair and Vice-Chair

5. The General Assembly shall elect from among its members one person to act as Chair of LACRALO, and another individual to act as Vice-Chair, whose term shall be each having a term of one year two (2) years, with the possibility of re-election for one single consecutive term.

The process of election of the Chair and of the Vice-Chair of the Assembly LACRALO shall take into account equitable geographic distribution, level of participation, leadership, commitment, and the candidates’ personal competence knowledge of the work of the Assembly. In the event of a tie in the course of deliberations, the Chair shall cast the deciding vote.

His The Chair’s duties will consist of, among other things: Establish a link between the discussions in ALAC and the contributions made by the region, represent the region in the ALAC face-to-face meetings, Promote and lead the debate on ICANN’s policies in the region; act as a link between the debates originated in ALAC expressing the region’s opinion together with LACRALO’s representatives before ALAC; represent LACRALO in ICANN meetings in any of its Advisory Committees and Support Organizations, as well as in outreach activities; chair the debates of the Assembly LACRALO held both through on the discussion lists and, in the teleconferences and, in the face-to-face meetings, as well as in any other meeting.

Explanation: As stated above, until the LACRALO General Assembly held in Mexico in 2009, the position of LACRALO’s Chair did not exist. This position was incorporated during that Assembly. However, changes related to the remaining Operating Principles were not made and, therefore, the positions of Chair of the General Assembly and LACRALO’s Chair were mixed up and confused.

It was explained as such for the purposes of achieving order and clarity. We dealt with the General Assembly in the above item. From now on, we are dealing with LACRALO’s authorities: LACRALO’s Chair, Secretariat, Representatives before ALAC and LACRALO’s Board of Directors (this institution is included in this amendment proposal) to avoid any kind of confusion and misinterpretations, as has been the case so far.

In connection to LACRALO’s Chair, the term of office shall be modified from one (1) year allowing indefinite re-election, to two (2) years allowing re-election for a consecutive period only.

The LACRALO’s Chair functions are extended, since in the previous draft they were mixed up with the functions of the Chair of the General Assembly, and we think that LACRALO’s Chair should not only have specific leadership and direction functions within the RALO, but should also be a sort of ambassador, as an integral part of ICANN, performing outreach functions, both within and outside ICANN.

The position of Vice-Chair is incorporated. The LACRALO’s Vice-Chair and the Chair shall be elected in the same election. It should be noted that the position of Vice-Chair shall become effective and operational only under the certain circumstances as listed in the proposal: in the event of resignation, absence, inability, incompatibilities or decease of the Chair.

The purpose of including this position is that our Operating Principles should contemplate circumstances such as the one that occurred last year in connection with the former LACRALO Chair who, upon his resignation, triggered a new elections procedure, to the point of complete exhaustion caused by a call for elections, waste of time, resources and efforts.

The Vice-Chair will exercise their functions only under the circumstances listed above. If none of these circumstances occurred, the title of Vice-Chair will only be nominal, and the Vice-Chair would have the same rights and duties as any other ALS delegate.

The same explanation applies to the Vice-Secretariat and alternates of LACRALO representatives before the ALAC (in this case, other considerations to be included in the relevant item shall apply).

Diversity requirements shall still be observed; it is only clarified that these requirements shall not be applicable to the Chair and Vice-Chair with respect to each other, or the Secretariat and Vice-Secretariat with respect to each other, but they shall actually be applicable to the Chair and Vice-Chair [sic]. From a realistic perspective, at present we have a very low percentage of participation of ALS delegates actively involved and we consider that, in practice, it will be almost impossible to fill in these positions if this requisite is also required among incumbent and alternate members. We also consider that, with common sense, it is easy to understand that, if something happens to a person preventing them from exercising their functions, such person may wish to be replaced by someone of trust, based on their capacities, skills and knowledge. Similarly, when presidential elections are held in any given country, the presidential hopeful knows that the candidate to the vice-presidency is reliable and can be entrusted with the nation’s destiny.

LACRALO’s Secretariat

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

An alternate to act as Deputy Secretary shall also be elected, who shall have the same powers as the incumbent in the event of resignation, absence, inability, incompatibilities or decease of the latter. The incumbent and the alternate shall be elected in the same election.

Their term shall last for two (2) years, with the possibility of reelection for one single consecutive term.

7. The Secretariat shall have administrative and informative functions. It will be responsible for maintenance of the communications systems and for ensuring the proper flow of information on matters under of discussion among all the ALSs belonging to the LacRALO, LACRALO and any other responsibilities task assigned to it by the General Assembly the Board of LACRALO

Explanation: Considerations in the item above are also applicable here. The Secretariat’s term of office shall be limited to two (2) years allowing re-election for one consecutive period only.  It should be noted that, in the current version of our Operating Principles, the Secretariat’s term of office is not indicated.  By analogy, the Secretariat’s term of office was understood to be equal to that of the Chair.

The same explanations presented in the above item in relation to the Vice-Secretariat and diversity requirements apply here.

Their functions (both administrative and informative) are specifically clarified to avoid any excess in the exercise of said functions. The Secretariat is not entitled to make any decision. Decisions must be subject to consideration of all LACRALO members.

7. The selected Chair and Secretariat shall be members of different ALSes, have their main places of residence in different countries of the region, and said places of residence shall coincide with the ALS country represented.

Diversity requirements shall not be applicable among incumbent and alternate members with respect to each other.

Explanation: As explained above. Diversity requirements shall be applicable to the Chair and Vice-Chair with respect to each other. But these requirements are not applicable between incumbent and alternate members with respect to each other. See explanations above.

LACRALO Representatives before ALAC

8.  The LACRALO shall elect two (2) individuals persons to serve as representatives before the At Large Advisory Committee (ALAC), and other two as their respective alternates, on the terms specified in the ICANN By-Laws. Only those ALSes that have been accredited prior to the election, and are active, shall be entitled to vote in the election.

Each accredited ALS shall be entitled to one vote. The selected representatives shall be members of different ALSes, and have their main places of residence in different countries of the region; their nationalities must be distinct said place of residence shall coincide with the ALS country represented. The representatives shall be responsible for the duties stipulated by the ICANN By-Laws.

 Diversity requirements shall not be applicable between incumbent and alternate members with respect to each other.

In the case of the election, the affiliation, residency and nationality coincidence of same with the ALS country represented, shall also be taken into account with respect to the person acting as a representative vis-à-vis ALAC on behalf of LAC appointed by the Nominating Committee (NOMCOM).

Explanation: The election of two alternate members is incorporated, together with that of incumbent members who will exercise their functions as LACRALO representatives before the ALAC. These alternate members will only exercise their functions in the cases listed below. The same explanation for Vice-Chair and Vice-Secretariat shall be applicable. This modification was included for the purposes of avoiding the exhaustion caused by elections (particularly if they should be carried out at terms different from regular or set terms).

Diversity requirements are extended to avoid situations in which delegates from an ALS are living in a country different from the one represented by the ALS.

The need to respect diversity requirements is still reinforced in connection with the representatives before ALAC elected by the NOMCOM.

Explanation: Re-election of LACRALO representatives before ALAC will be allowed for a single consecutive term.

An alternate for each representative of LACRALO before the ALAC may be elected during the same election procedure, and said alternates will only exercise their functions in the cases listed under this Principle. Absent any of these events, such alternate representatives shall have the rights and obligations of any ALS delegate.

The Operating Principles include the need to elect LACRALO representatives before ALAC every other term. In other words, the election of one of these representatives (and its alternate) shall be made on a specific year and the following year the other representative (and its alternate) shall be elected.

LACRALO’s Board of Directors

10.  LACRALO will also have a body with administrative and operational functions, called Board. This body shall be composed of thirteen representatives of the accredited ALSes and will be integrated automatically with the persons who are elected to act as Chair, Vice-Chair, Secretary, Deputy Secretary, the two representatives elected by LACRALO vis-à-vis ALAC and their respective alternates. For the inclusion of the five remaining members, called Policy Directors, the Chair of LACRALO acting also as Chair of the Board shall call the delegates of the accredited ALSs to form this Board.

The role of each of these five Policy Directors shall be to lead various Working Groups in LACRALO, being in charge of selecting the members of their respective groups, and carrying out discussions on the issues that may be discussed in ICANN.

These five Policy Directors shall be selected by the Board members elected by the General Assembly. Each of them shall be entitled to one vote and decisions shall be taken by simple majority.

The duration in office of each of these five Policy Directors shall be determined by the needs of the specific issues dealt with by each Working Group, and they may be periodically replaced by decision of the Board. The members of the Board elected by the General Assembly shall remain in office for a period that coincides with the term for which they were elected.

Explanation: LACRALO’s Board of Directors, consisting of thirteen (13) members, is included and shall be as follows: Chair, Vice-Chair, Secretariat, Vice-Secretariat, two Representatives of LACRALO before ALAC and their respective alternate members. These eight (8) members will automatically be included in this Board as soon as they are elected to their respective positions. The election of the five (5) remaining members, known as Policy Directors, shall be conducted as follows: the Chair will issue a call for parties interested in leading Working Groups to discuss substantial matters (ICANN Policies) within our RALO. Once the list of interested parties is obtained, the members of the Board of Directors –automatically designated-, shall decide by simple majority who will be the five (5) Policy Directors to join the Board.

The purpose of creating a Board of Directors of LACRALO is based on two needs: on the one hand, allowing this Board of Directors to decide upon operating and administrative matters (e.g. procedural matters) to avoid the exhaustion of the entire RALO as a result of addressing issues which prevent the RALO’s progress and take up time that could be devoted to more important matters.

On the other hand, appointing persons responsible for leading Working Groups within LACRALO that may address issues subject to public comments within ICANN, hence allowing us as a RALO to pronounce on substantial matters under discussion within ICANN, just like the other RALOs do.

Therefore, the term of office of these five (5) Policy Directors is determined by the topics that need to be discussed within LACRALO and ICANN. For instance, if a Policy Director were elected to lead a New gTLDs Working Group and this topic has no further point of discussion, this Working Group within LACRALO on New gTLDs will be concluded, and the respective Policy Director will complete his term of office. Therefore, a new Policy Director shall be elected to lead the topic under discussion within ICANN as the need arises.

It should be noted that the LACRALO General Assembly is still the supreme and sovereign governing body within LACRALO that will make all substantial decisions within LACRALO. The Board of Directors is responsible for administrative and operating functions only.

5.  The General Assembly shall be entitled to set up various ad hoc task forces to deal with specific topics.

Explanation: Such principle is deleted since LACRALO’s Board of Directors shall now create Working Groups within LACRALO.

11. The Chair, the Secretary and their respective alternates shall be elected in a biennial face-to-face General Assembly. Should it be impossible to conduct said face-to-face General Assembly, and for exceptional and justified reasons, a virtual meeting may be called, for the sole purpose of listening to the candidates’ names and platforms, with the election being postponed to be carried out later by electronic vote, and a specific deadline being set for performing it.

 Explanation: This Principle is added to set a precedent, and avoid misinterpretations, that the election of the Authorities (Officers) of LACRALO may be carried out only in a biennial face-to-face General Assembly, in line with the new terms of office for the Chair and Secretariat.

It should also be noted that, if such face-to-face meeting may not be carried out, a virtual meeting may be called for, for the sole purpose of listening to the candidates’ applications, platforms and working plans. The election shall be postponed to be carried out later by electronic vote, and a specific deadline being set for performing it. This is to be decided by LACRALO’s Chair in accordance to currently applicable procedures.

First Temporary Provision. The term of office of the initial members shall be two (2) and three (3) years respectively, and a new representative shall be elected upon expiration of their terms. In that manner, a candidate will be voted for each year. In the case of the first representative elected for two years, re-election for only one time will be possible.

 Explanation: The first temporary provision is deleted since it is no longer valid, and also because it has been incorporated in the text of the new Principle 9 (LACRALO’s representatives before ALAC shall be elected for alternate periods, with one representative  elected one year and another representative being elected the following year).

First Temporary Provision. The modifications established with the present amendment will be considered applicable to the terms of the current Chair and Secretariat of LACRALO, incumbent at the time of approval of these modifications by LACRALO’s General Assembly.

Explanation: The temporary clause is based on the need to clarify that no amendment to our Operating Principles may be applied retroactively, and said amendments shall apply to current and future terms of office as from their approval.