WP1 Caretaker Board Backround and WP1 Needs (12 July)

Transcript

• Transcript WP1_12 July.docx
• Transcript WP1_12 July.pdf

Recording

• Adobe Connect recording available here:  https://icann.adobeconnect.com/p57ki7e7m45/
• Audio recording available here:  Track1-ID206599239.mp3

Notes

Notes, call between Jordan Carter and Mathieu Weill with Legal Counsel, 0900 UTC on Sunday 12 July, to discuss issues of a replacement/ caretaker Board after a Board recall process. 

See Jordan Carter's email http://mm.icann.org/pipermail/wp1/2015-July/000457.html

Jordan: Don't want a problem with the power so that it might be rejected if the community were concerned that workable governance of the community failed with the absence of any Board. How would a caretaker arrangement work.  Can the Lawyers provide a document by around July 21-22?  And be able to have some discussion in Paris.

Holly: Focus in on past research, yes doable.  

Speaking of a caretaker board, one response is when the recall mechanism happens, there would be a fully functioning board ready to be implemented at the same time.  Is there a reason for not going that route?  

Reason for that not happening, either use the same selection process as used by the standard process of SO/AC and next NomCom process, just not considered.  But within the recall process it hadn't been consider that a new selection process would be included.  More interest has been in how to propose an interim Board with limited powers.  

Holly: Concern with a caretaker model is whether there is any construct in law that can put limits on a Board.  Other option would be how to expedite putting the full board in place.  Want lawyer to look at broader solutions?  

Understand the caretaker model as a v short term version with potentially full powers if powers can't be limited, or a short-term basis with limited powers if that's possible.

 Lawyers as advisors to work on high-level options for discussion.

 And at a high-level a review of the two approaches and what is possible.

 Overall requirement is continuity of operations.  Can the high level discussions take place at the Paris meetings.  

 Holly, yes.  1 or 2 slides to sketch out the concepts on what we think doable, but without all details. For Paris, or before depending on the work flow of the next few days:  6pm EA Tuesday freeze, not possible.  

 Implications of recalling the Board would include the SO/AC restricting them from reappointing the person removed. They would be free to re-appoint a person removed?

 MW: See the power as the way for the community to signal a major change in approach and strategy, rather than the removal of persons.  Need a new team, new direction. 

 A vote taken to recall the Board, but the change happens in the future when the election/selection of replacement process has been concluded.  Possible if told they were being recalled, then they might step-down.  Concept in law that can't force a person to stay in that position.  

 Some thought of having the chairs of the SO/AC serve on the interim board.  How would the fiduciary responsibilities affect the incentive problem for those people.  Also a suggestion that these are the same people who would be leading the process of removing the board.

 If not that kind of a group stepping up to take the Director position, then who else might be identified as stepping up to take the caretaker position.  This is a question for the whole group to consider.  

Lawyers: The NomCom, IRP panel, could they be a source of the caretaker members?  

Wouldn't hurt if the lawyers continued to consider questions like this.

Mathieu: Timeline and question clarified and some idea of how to get to the outcome.

 Jordan: don't introduce mechanisms and processes would be the best approach.  

END

Chat Transcript

Adam Peake:hello everyone

  Rosemary Fei (Adler & Colvin):Hello, everyone.

  Adam Peake:Just creating a doc to share now

  Alice Jansen:I am calling Mathieu

  Alice Jansen:I will start recording

  Alice Jansen:one moment

  Adam Peake:yes, echo was my line

  Rosemary Fei (Adler & Colvin):Adam/Alice, can we have scrolling control over the document being displayed?

  Rosemary Fei (Adler & Colvin):Please, if possible.

  Jordan Carter:Adam, Alice - could you allow scroll control?

  Jordan Carter:Holly - it's the same as the text of the email that I sent earlier today

  Rosemary Fei (Adler & Colvin):I think I might have been 2 hours early on the freeze time on the East Coast -- it might be 8:00 PM, rather than 6:00 PM

  Jordan Carter:it's 2359 UTC in any case

  Jordan Carter:is there any more text we should be able to see by scrolling the document on the screen?

  Adam Peake:Is there a problem with the SO/AC being the leaders of the recall process and then also being those asked to step-up as the caretakers?

The might even be the people who lead the sprung enhanced SO/AC model etc (if that is the model?)

  Adam Peake:thank you