Members:  Alan Greenberg, Alice Munyua, Athina Fragkouli, Becky Burr, Bruce Tonkin, Cheryl Langdon-Orr, Eberhard Lisse, Finn Petersen, Fiona Asonga, Izumi Okutani, James Bladel, Jordan Carter, Jorge Villa, Julie Hammer, Leon Sanchez, Lyman Chapin, Maarten Simon, Mathieu Weill, Olga Cavalli, Pär Brumark, Robin Gross, Samantha Eisner, Sébastien Bachollet, Steve DelBianco, Thomas Rickert, Tijani Ben Jemaa, Tracy Hackshaw  (27)

Participants:  Adebunmi Akinbo, Andrew Harris, Anne Aikman-Scalese, Antonia Chu, Ashley Heineman, Avri Doria, Bruno Lanvin, Chris Disspain, Damien Coudeville, David McAuley, Desiree Miloshevic, Edward Morris, Emmanuel Adjovi, Erika Mann, Farzaneh Badii, George Sadowsky, Greg Shatan, James Gannon, Jonathan Zuck, Jorge Cancio, Kavouss Arasteh, Keith Drazek,  Konstantinos Komaitis, Laurent Ferrali, Lise Fuhr, Maciej Tomaszewski, Malcolm Hutty, Mark Carvell, Markus Kummer, Maura Gambassi, Mike Chartier, Paul Rosenzweig, Pedro da Silva, Phil Buckingham, Rafael Perez Galindo, Rinalia Adul Rahim, Sabine Meyer, Seun Ojedeji, Sivasubramanian Muthusamy, Thomas De Haan, Thomas Schneider, Tom Dale, Wisdom Donkor, Wolfgang Kleinwaechter (45)

Advisors:  Jan Scholte, Lee Bygrave, Willie Currie

Legal Counsel:  Edward McNicholas, Holly Gregory, Rosemary Fei, Stephanie Petit 

Staff: Adam Peake, Bernard Turcotte, Berry Cobb, Grace Abuhamad, Hillary Jett, John Jeffrey, Julia Charvolen, Kim Carlson, Mike Brennan, Theresa Swinehart

Apologies:  Giovanni Seppia, Julia Wolman, Martin Boyle, Matthew Shears, Nell Minow,  Roelof Meijer, Valerie D'Costa

**Please let Brenda know if your name has been left off the list (attendees or apologies).**



Proposed Agenda

10:45-11:30 – Appeals mechanisms: Refinements of Independent Review Process (IRP) – WP2 Relevant documents : - Documents to be provided
11:30-12:30 – Removal / recall Board members refinements – WP1 Relevant documents : - Removal of individual Directors – WP1 input - Recall of the Board – WP1 input
12:30-13:30 – Lunch break



  • to more closely focus the IRP to identify if ICANN has failed to act, and satisfy the statutory claims of the sole member
  • community selection process to designate members of the panel. To create a pre-vetted pool of members and alternates
  • standing: available to person or entity materially harmed, by action or inaction.
  • tender a process to find an organisation to set-up the IRP court, though an RFP from well qualified candidates
  • expertise: beyond technical, e.g. diplomatic, regulatory
  • diversity:  aspirational diversity, and some suggestions for caps, minimum or maximum from a region
  • scope: for any violation of the bylaws, and under the mission and core values ICANN has an obligation to follow documented policy and act without discrimination
  • Exhaustion: can't sit on the sidelines of a police development process, there is an obligation to be part of the process
  • Some contemplation of having to go to ombudsman or reconsideration process before launch of an IRP.
  • the period of the consideration should be fixed, as a WS2 effort to define processes.
  • Criteria for appeal will be established.  Avoiding frivolous or insubstantive claims
  • Diversity important for the panel.
  • Community driven, but the Board will also have a say.
  • CCWG to continue to developed rules of procedure
  • Consideration of issues out of scope of the IRP
  • Appels procedure, avoiding a continuous loop.
  • Support for the enhanced IRP

2. – Removal / recall Board members

Individual Directors 

  • should be open and transparent
  • support for the appointing SO/AC being able to remove their director
  • Provided 3 option for removal of NomCom appointed directors
  • The single member does the removal, but on instruction from the SO/AC
  • NomCom removal process to be discussed/agreed
  • Assume this power will be exercised as the other powers, with petition and thresholds for agreements
  • Need to synchronise with the reference model, the community forum and voting mechanisms
  • To be aware of the CWG dependencies
  • Most feedback was that the appointing body would be the remover.
  • Principle of fairness, the criteria of what constitutes cause should be available to all appointed.  
  • Thresholds should be consistent across SO/AC and NomCom.
  • The decision threshold in the proposal is the same for all Directors
  • Notion of fairness and criteria for removal should be considered by WP3
  • Sébastien Bachollet expresses concern and a member's minority view on Director removal 

·  Concern noted that the ability for the appointing body to remove a Director may turn that person into a representative of that body, not to serve ICANN as a whole.

Documents Presented

J18 IRP Constitutional Court.pdf


WP-1 Recall Entire Board Slides for Paris-2.pptx

Chat Transcript

Kimberly Carlson: (7/18/2015 02:55) Welcome to CCWG Accountability Meeting #42 on 18 July - Session 2!  Please note that chat sessions are being archived and follow the ICANN Expected Standards of Behavior: 

  David McAuley: (03:17) Thanks Leon, wondered what happened.

  Leon Sanchez (Co-chair ALAC): (03:18) Sorry to keep you in the dark David :-)

  David McAuley: (03:18) Is that the first intermin two minute warning?

  David McAuley: (03:18) No problem, coffee flowing all night here

  Leon Sanchez (Co-chair ALAC): (03:18) it's just our 2 minute warning

  Seun Ojedeji: (03:26) Hello everyone just joining today, obviousely missed the "community empowerment session" any idea of where i can find the summary?

  Robin Gross [GNSO - NCSG]: (03:26) Wouldn't the IRP also provide an avenue for an alleged violation of established policies (not only Bylaws)?

  Kimberly Carlson: (03:27) @Seun, the transcript, notes and recordings for session 1, day 2 can be found at

  Seun Ojedeji: (03:27) Thanks Kimberly

  Kimberly Carlson: (03:27) certainly

  arasteh: (03:29) There are several issues to be discussed and cleard at this meeting

  arasteh: (03:29) There are

  Edward Morris: (03:29) @Robin. I certainly would hope so.

  arasteh: (03:30) Composition , diversity, appointment, criteria to invoke and  binding aspects of the IRP

  Rinalia Abdul Rahim: (03:30) staff - Can the doc be scrolled up?

  Robin Gross [GNSO - NCSG]: (03:30) or let us have scroll control?

  arasteh: (03:30) Beckie

  arasteh: (03:31) May we make the font more bigger

  Jordan Carter (.nz, ccTLD member): (03:31) can the room zoom the document a bit bigger?

  Stephanie Petit (Adler): (03:32) Could we have a link to the document on screen currently, so it may be accessed later?

  Jordan Carter (.nz, ccTLD member): (03:32) hit the plus button adam

  James Gannon [GNSO-NCSG]: (03:32) Its unlocked now jordan

  Jordan Carter (.nz, ccTLD member): (03:33) that doesn't help people looking at the physical screen in the room :)

  Izumi Okutani (ASO): (03:35) I agree with this way suggested by Becky on how we handle the IRP in categorization of WS1 and WS2.

  arasteh: (03:35) IRP AND IFR

  Rosemary Fei (Adler & Colvin): (03:35) Is there a link to the document, please?

  Jordan Carter (.nz, ccTLD member): (03:36) you can use the button on the top right hand side of the document - the black lines - and choose "save as"

  Stephanie Petit (Adler): (03:36) Thanks, Jordan.  For some reason, that wasn't working for me before.

  Rinalia Abdul Rahim: (03:36) @Becky, can you elaborate more on exhaustion?  Who does the requirement apply to?

  Asha Hemrajani: (03:36) @becky re diversity you asked for feedback - I think it should be more than just "aspirational " diversity.  Speaking in my personal capacity, I support the concept of caps on # of panellists from a region.

  Asha Hemrajani: (03:37) @becky it should be more than aspirational,  I support more firm targets for diversity.

  David McAuley: (03:37) I personally like fact that CCWG would control the construction of rules of procedure

  Bruce Tonkin: (03:38) Yesw @Becky - I like the idea of rolloing back some of hte changes to the IRP that were made in 2013 and allowig time for more work on refining the IRP.

  Chris Disspain: (03:38) agree Bruce

  Olga Cavalli - GAC Argentina: (03:38) @Asha agree with you in diversity must not be aspirational but concrete

  Izumi Okutani (ASO): (03:38) Just as a clarification related to the scope of the IRP, may I confirm that this IRP process will not affect the existing seperate arragements, specifically, global number resources policies will be out of scope as this is seperately defined in the ASO MoU?

  Chris Disspain: (03:38) Correct Izumi

  Jordan Carter (.nz, ccTLD member): (03:39) All policy matters should be out of scope except ICANN's failure to implement the policy?

  Jordan Carter (.nz, ccTLD member): (03:39) oh that's what becky just said

  Athina Fragkouli (ASO): (03:39) Thank you Izumi for bringing this up. May I also confirm that IANA numbering function related disputes are also out of the scope?

  Mathieu Weill, ccNSO, co-chair: (03:40) As are ccTLD delegations / revocations

  Asha Hemrajani: (03:40) @becky could you elaborate on the use of mediation as a form of settlement and how that might happen in practice

  Asha Hemrajani: (03:41) @mathieu, would it be useful to have a list of all the types of disputes which would be out of scope

  James Gannon [GNSO-NCSG]: (03:41) I suggest we need a process flowchart for this

  Mathieu Weill, ccNSO, co-chair: (03:42) @Asha: I support that indeed

  Chris Disspain: (03:42) @ Asha...very hard to provide a list of things not covered

  Asha Hemrajani: (03:42) @mathieu so far I counted: a) failure to implement policies b) numbering function related c) ccTLD delegations/revocations...any others?

  Chris Disspain: (03:42) a complete list rather

  Mark Carvell  GAC - UK Govt: (03:42) Q: Need a reminder why Board confirmation is required under 3.selection process?

  Chris Disspain: (03:43) sorry...I mean comprehensive list

  Seun Ojedeji: (03:43) @Jordan actually ICANN's failure to implement policy for numbers, protocols (and i think for ccTLD) will be out of scope for this IRP since those have seperate agreement

  James Gannon [GNSO-NCSG]: (03:43) @Chris Surely we will need an exclusion list, or are we saying that it will be left to the panel to decide?

  Bruce Tonkin: (03:43) One thing to consider as we refine the process is the accessibility of the IRP from an economic perspective.   The last IRP panel cost more than $400,000, and that doeesn't include the cost of the parties getting legal advice.     That means that it is typically only accessible to well resourced organizations.

  Asha Hemrajani: (03:43) @chris hard yes, but good to try to get as many listed out now as possible (and say it is not complete)

  Chris Disspain: (03:44) @'m simply saying that Becky's current definition is sufficient

  Robin Gross [GNSO - NCSG]: (03:44) completely agree, Bruce.  We need to be sure this IRP is accessible.

  Lee Bygrave: (03:44) +1 Bruce

  Edward Morris: (03:45) @Bruce. Affordability is a key issue for the noncommercial community. Accountability one can not afford to access is not accountability at all.

  Cheryl Langdon-Orr (CLO) ALAC Member AP Region: (03:45) very true

  Seun Ojedeji: (03:46) As i understand it, the IRP discussed here is mainly about names community(the Gs) and certain non-policy compliance issues that affects the entire community, like following the organisation mission, strategic plan et all

  Chris Disspain: (03:46) For issue with the list is doing it's a bigger issue than simply making a Becky has just said

  Rinalia Abdul Rahim: (03:46) Agree that affordability of IRP is important

  Chris Disspain: (03:47) and, of course, affordability is in the eye of the beholder

  Asha Hemrajani: (03:47) @bruce +1 on affordability.  Diversity of panellists will help reduce costs

  Avri Doria: (03:47) affordabilty should be in the eye of the poore members of th community. perhaps we need a slidding scale.

  Seun Ojedeji: (03:48) Just for clarity am i right to assume that this IRP process will be executed by ICANN board, for example in selection of the 7 members proposed?

  Seun Ojedeji: (03:50) If legal can't respond via chat may i ask @Co-Chairs to read-out my question

  Asha Hemrajani: (03:51) LEon, please read my questions from the chat window

  Bruce Tonkin: (03:52) @Asha please restate your question in the chat

  Mathieu Weill, ccNSO, co-chair: (03:52) I hope it was the right question Asha

  Asha Hemrajani: (03:52) @mathieu I had 2 comments on diversity and one question on mediation

  Olévié: (03:53) Greetings all from Lomé - Togo. I'm happy to join on AC with my 3G connection. Keep up the graet work in the famous capitole ! Cheeers !

  Thomas Rickert: (03:53) Welcome Olévié!

  Seun Ojedeji: (03:54) Thanks!

  Olévié: (03:54) Thanks Thomas

  Seun Ojedeji: (03:56) Are there considerations of including threasholds before an IRP is determined as a need. For instance there mus have been a number of documented proof of staff action/inaction on certain issue

  Samantha Eisner: (03:57) When we talk about the ability to appeal the IRP panel's decision if there was an "error in applyting the law", what laws are we anticipateing that the IRP panel will be considering and interpreting?  DO we want the IRP to be deciding issues of law, instead of issues of ICANN Bylaws, policies and process?

  David McAuley: (03:58) Agree w?Becky that no need to wait to pull together rules group

  Mathieu Weill, ccNSO, co-chair: (03:58) What would be your suggestion Sam based on your experience ?

  David McAuley: (03:59) procedure rules that is

  Asha Hemrajani: (04:00) @avri re your idea of a sliding scale, I think probably we may need to look into the idea of subsidies for those who cannot afford (I prefer to use that terminology as opposed to  "poor").  We can keep costs down by having diversity of panellists.  That's why diversity needs to be more than an aspirational target, more a concrete target.

  Samantha Eisner: (04:01) I would proceed with caution in focusing the IRP on legal issues, as opposed to the procedural issues (and substantive effect) of those procedural decisions

  Seun Ojedeji: (04:01) I think there is a need for an item before the Exhaustion and that is the "IRP triger rule" what issue/case exactly will warrant a need for an IRP and to what extent must that issue have been discussed internally before warranting a need for an IRP?

  Seun Ojedeji: (04:02) I think its important this is clarified otherwise ICANN will be spending a lot on IRP. That of .Africa is over 600kUSD

  Seun Ojedeji: (04:03) @Co-Chair, kindly readout my question if legal can't respond via chat

  Bruce Tonkin: (04:04) Kavouus _ I think it would be help to get an answer to each question - it is hard to keep track of all your questions as once.

  Asha Hemrajani: (04:04) +1 kavouss on getting panellists from around the world - there is a lot of talent around the world

  Mathieu Weill, ccNSO, co-chair: (04:04) @Seun: the queue was closed so suggest we take this to the list

  Seun Ojedeji: (04:05) Okay thanks Mathieu

  Differance: (04:06) Prefer "Fundamental Court"  :-)

  Differance: (04:07) Only addresses statutory powers issues and bylaws

  Differance: (04:08) Better: "Foundational Court"

  Asha Hemrajani: (04:08) @rinalia, I think if we look hard enough we will find the talent - we need to go out there and look.

  Seun Ojedeji: (04:08) I agree with Becky

  Jonathan Zuck (IPC): (04:08) +1 Becky

  Asha Hemrajani: (04:08) +1 Becky on affirmative outreach!

  Jan Scholte: (04:09) +1 Becky

  Seun Ojedeji: (04:09) Thats how Diversity will be ensured....there are lots of people around the continenet, we just need to reach out intentionally.

  Differance: (04:09) The statutory powers are a good bit stronger than usual statutory matters, but that's a reflection of the area of corporate law is "more embedded" in key issues such as trans-jurisdiction uniformity that are a good bit more difficult to revise

  Differance: (04:10) However, they are still statutory, not really "constitutional"  :-)

  Rinalia Abdul Rahim: (04:10) Good, I support affirmative outreach.

  Bruce Tonkin: (04:10) Regarding appeals - it might be worth getting some expert advice in this area

  David McAuley: (04:10) Thanks Becky

  Asha Hemrajani: (04:11) Clap clap!

  Lee Bygrave: (04:11) Am I right to assume that "diversity" also relates to gender and not just the geopolitical dimension?

  Rinalia Abdul Rahim: (04:11) I would hope so.

  David McAuley: (04:11) +1 @Bruce

  Bruce Tonkin: (04:11) One of the key lessons I learnt from the implementation of the last new gTLD round - as the need for well thought through appeals meachansims for the decisions of independent panels.

  emmanuel adjovi: (04:12) Icann need diversity to be legitimate

  Bruce Tonkin: (04:12) The lack of a proper appeals process has just meant that every decision amde by a panel has effectively been appealed via the reconsideration process.

  Becky Burr: (04:12) yes Lee

  Asha Hemrajani: (04:12) @Lee, you raise a good point - and Becky mentioned that in her document - she listed gender, geographical, legal legacy/tradition etc

  Asha Hemrajani: (04:13) legal tradition is also an important type of diversity for IRPs

  Seun Ojedeji: (04:14) I think there were comments that said removal of SO/AC board members should be possible by individual SO but should require certain level of +1 from a minimum number of other SO/AC

  Jordan Carter (.nz, ccTLD member): (04:19) I regret we didn't get the chance yesterday to have presentaitons from Izumi on the bylaws questions

  Jordan Carter (.nz, ccTLD member): (04:19) I encourage people to look at those emails sent out last night

  Alan Greenberg: (04:21) @Seun, there were a few comments that said it should not be the sole privilege of the appointing SO/AC. there were al so severl that were explict in saying it should be the appointing SO/AC alone.

  Seun Ojedeji: (04:23) "Question: Other than the removal of board member initiation requirements, where specific SO/AC initates the removal process of its board member and minimum of 2 SO/AC to initate removal process for the entire board. It seem the voting process that gets CMSM to implement is/should be thesame"

  Seun Ojedeji: (04:24) @Co-Chairs i am rasing my hand so my question can be readout

  Bruce Tonkin: (04:26) I see there is a 75% voting threshold for the recall of the entire Baord.   Is there a clear threshold within the SOs and ALAC, ror is that up to the SO/ALAC to define its own thresholds?

  Asha Hemrajani: (04:26) @bruce yes I had the same question.  @co-chairs, please could you read out this question

  Bruce Tonkin: (04:26) For the GNSO - I would like to see at least a super-majority of the GNSO COuncil - or maybe a majority of both houses etc.

  Seun Ojedeji: (04:27) Just to further add to Bruce's question, i presume after the 75% (which i assume is for initiation?), the  seperate voting requirement that gets CMSM to act will still have to be in action

  Jordan Carter (.nz, ccTLD member): (04:29) it is a 75% threshold whatever the unit making the decision is

  Jordan Carter (.nz, ccTLD member): (04:29) and that's the decision point, not the petition point - those internal processes to initiate the process aren't defined

  Chris Disspain: (04:30) we are not actually allowing the SO or AC to create their on process per se...we are saying crate your own porocess withnin the following guidelines

  Asha Hemrajani: (04:30) @jordan, so it is 75% across all SOs/ACs, individual SO/AC cannot choose?

  Asha Hemrajani: (04:30) @chris great minds think alike

  Jordan Carter (.nz, ccTLD member): (04:31) yes, Chris, precisely

  Jordan Carter (.nz, ccTLD member): (04:31) The language is as follows

  Jordan Carter (.nz, ccTLD member): (04:31) Whether the decision-making body is the SO/AC or the NomCom, removal would require a [75%] level of support (or equivalent) to decide in favor of removal.

  Seun Ojedeji: (04:33) I think we may be creating a precedence by allowing the appointing body to entirely complete the removal process of individual board member

  Mathieu Weill, ccNSO, co-chair: (04:33) Tijani, my concern would be that the community would remove Chris Disspain while the ccNSO wants to keep him, just because he would be taking positions that do not please other SO/ACs

  Seun Ojedeji: (04:33) Jusr lost audio

  James Gannon [GNSO-NCSG]: (04:35) @Seun I dont understand your statement on precedence?

  Seun Ojedeji: (04:35) Individual SO/AC can be allowed to initite but when it  CMSM (in the new sole member model) should reqire the defind community approval threashold to excercise its member powers

  Seun Ojedeji: (04:36) @James Precedence in 2 ways: 1. Board members will now act more in the interest of their SO/AC, 2. Board members won't be fair treatment (in the case of nomcom and because SO/AC removal process would vary)

  James Gannon [GNSO-NCSG]: (04:36) If its related to the appointing organisation having the ability to remove its appointee, we are not creating any new precence in corporate goverenance. But Im not sure if that ws what you were saying

  Seun Ojedeji: (04:39) @James I have just explained the precedence i meant above. Its the precedence of action that board members will start having as they operate

  James Gannon [GNSO-NCSG]: (04:40) Sorry Seun didint see that, yes I nderstand where your coming from now

  Chris Disspain: (04:40) you did say that Thomas but I assumed it was merely rhetoric

  Seun Ojedeji: (04:40) I am not saying board removal should not be possible but that possibility should not be solely based on a single SO/AC. Infact it contradicts the sole member model we are following

  Chris Disspain: (04:41) it is not factually correct to say that a Board member represents their constiuency

  Jordan Carter (.nz, ccTLD member): (04:41) nobody's proposed to change this

  Chris Disspain: (04:41) agree

  Steve DelBianco [GNSO - CSG]: (04:41) It is factuall correct to say that a GNSO Board member was selected by the GNSO

  Chris Disspain: (04:41) it's just what Thomas said...

  Chris Disspain: (04:41) and he is clarifying now

  Jordan Carter (.nz, ccTLD member): (04:42) All the comments made were analysed and considered carefully, it isn't fair to suggest that ideas that weren't "ours" were ignored. They weren't "our" ideas in the first place - the came from the community consultations on accountability issues in 2014

  Seun Ojedeji: (04:42) If sole member (community council) is to remove any board member (since that mechanism  will become the only means of excercising power) then all SO/AC that form the Sole memberhsip should have the option to excercise their rights

  Jordan Carter (.nz, ccTLD member): (04:43) Seun: that isn't what is being proposed.

  Jordan Carter (.nz, ccTLD member): (04:43) Removal will be by appointing bodies, not by the community organised through the single member.

  Jordan Carter (.nz, ccTLD member): (04:44) "Submissions are for reading, not for counting."

  Seun Ojedeji: (04:44) @Jordan jordan and my point is that appointing bodies should not start and complete such removal process. They can at best initiate

  Seun Ojedeji: (04:44) do you agree?

  Jordan Carter (.nz, ccTLD member): (04:44) no I don't agree

  Seun Ojedeji: (04:44) Okay so i was right with what i understood then

  James Gannon [GNSO-NCSG]: (04:44) No they should definintly be able to complete the removeal of the director they appointed imo.

  Leon Sanchez (Co-chair ALAC): (04:45) @Seun what would you propose instead?

  Jordan Carter (.nz, ccTLD member): (04:45) The proposal is that the appointing body is the removing body only.

  Seun Ojedeji: (04:45) @James maybe that complete did not get accross to you well. I meant that the community beyond a specific SO/AC  should approve such removal

  Seun Ojedeji: (04:46) i think Kavous is saying what i want

  Seun Ojedeji: (04:46) and for the record i totally agree with Kavous

  James Gannon [GNSO-NCSG]: (04:46) Yes Seun I dont agree =)

  Bruce Tonkin: (04:47) Regarding caretaker Board - perhaps each SO, ALAC, and the nominating committee simple make a temporary appointment for say three months (whihc could be renewed) while the appointing body goes thr4ough its full process for appointing a director for 3  years.

  Avri Doria: (04:47) if they stop serving the fiduciary repsonsibliteis, wouldn't the board be able to boot them for cause?

  Leon Sanchez (Co-chair ALAC): (04:48) @Avri I think you're right

  Seun Ojedeji: (04:48) How can we agree to have a sole member model yet we want to excercise the power without of the member disjointedly. I think its against the sense of the "sole membership"

  James Gannon [GNSO-NCSG]: (04:48) The q was closed

  Leon Sanchez (Co-chair ALAC): (04:48) in my mind that option of having the Board remove one of its members doesn't dissappear. We would only be adding mechanisms but not removing existing I think

  Cheryl Langdon-Orr (CLO) ALAC Member AP Region: (04:48) bruce. will be moving to that topic specifically in another section

  Seun Ojedeji: (04:49) Edit: How can we agree to have a sole member model yet we want to excercise the power of the member disjointedly. I think its against the sense of the "sole membership"

  Mathieu Weill, ccNSO, co-chair: (04:49) I think we are discussing under the assumption that fiduciary duty is opposed to stakestsholder group interests.

  Seun Ojedeji: (04:49) @Co-Chairs i raised my hand but my comment is yet to be read out

  Seun Ojedeji: (04:49) here is what i want to floor to answer: How can we agree to have a sole member model yet we want to excercise the power of the member disjointedly. I think its against the sense of the "sole membership"

  Mathieu Weill, ccNSO, co-chair: (04:50) The overlap between actions within fiduciary duties and community perspectives is very large

  James Gannon [GNSO-NCSG]: (04:50) Director removal is done all the time in the corporate world and it doent destablisse other companies.

  Mathieu Weill, ccNSO, co-chair: (04:50) +1 James : and they resoect their fiduciary duties

  Cheryl Langdon-Orr (CLO) ALAC Member AP Region: (04:50) seun we can deal with that on the list

  Holly Gregory: (04:50) In many organizations directors are elected on an annual basis rather than every 3 years giving the "electors" the opportunity to rethink on an annual basis.

  Seun Ojedeji: (04:51) @James thats correct but not in the manner we are proposing to do it. In other organisations removal is don't by certain threashold of the entire members of that organisation.

  Seun Ojedeji: (04:51) don't = done

  James Gannon [GNSO-NCSG]: (04:51) No Seun that s incorrect

  Leon Sanchez (Co-chair ALAC): (04:51) @Seun removing directors may be crafted in many ways

  Steve DelBianco [GNSO - CSG]: (04:51) I don't understand how we can have an objective standard for director removal.  Do we have a similarly objective standard for APPOINTING directors?   And if so, is that standard have any enforceable meaning?

  Seun Ojedeji: (04:52) Well in the RIR community (sure with AFRINIC) board members are removed by certain number of members

  James Gannon [GNSO-NCSG]: (04:52) In fact i would pput forward that that mehod is a very small minory in most companies

  Holly Gregory: (04:52) James, I th are you referring to a decision not to reelect rather than a decsiosn to remove?

  Seun Ojedeji: (04:52) not just 1 member

  James Gannon [GNSO-NCSG]: (04:52) Holly yes

  Alan Greenberg: (04:52) Strickling started this discussion by saying that if a group lost confidence in their appointed director, they should be able to remove them. When you couple this with the fact that the current Bylaw allows the Board to remove directors without any cause, the proposal on the table does seem to hold water.

  Mark Carvell  GAC - UK Govt: (04:52) I expect that the GAC would be mindful of the public interest and wider impacts of Board spilling and weigh the arguments for and against accordingly before possibly contributing to that decision process with advice.

  James Gannon [GNSO-NCSG]: (04:53) Directors being removed from the board takes many forms in the non ICANN world and it doesnt destablise them

  Avri Doria: (04:53) all the talk in the word before picking something does not tell you a thing about what their performnce will be.

  Jordan Carter (.nz, ccTLD member): (04:53) one thing to note

  Jordan Carter (.nz, ccTLD member): (04:53) the ICANN Board has an unlimited power to remove directors

  Jordan Carter (.nz, ccTLD member): (04:54) #justsayin

  Seun Ojedeji: (04:54) @Jordan same with every other organisation

  Jordan Carter (.nz, ccTLD member): (04:54) quite

  Jordan Carter (.nz, ccTLD member): (04:54) so putting constraints on the community when the board can make its own criteria is a bit odd

  • No labels