January 2015 - Accountability-Cross-Community

proposal for how community could be delegated to make some decisions
by Robin Gross Jan. 20, 2015

Jan. 20, 2015

CALIFORNIA CORPORATIONS CODE SECTION Nonprofit Public Benefit Corp: 5210. Each corporation shall have a board of directors. Subject to the provisions of this part and any limitations in the articles or bylaws relating to action required to be approved by the members (Section 5034), or by a majority of all members (Section 5033), the activities and affairs of a corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the board. The board may delegate the management of the activities of the corporation to any person or persons, management company, or committee however composed, provided that the activities and affairs of the corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the board. 2 part solution proposal: 1. So the board may be able to delegate some of these management activities to "the community" - and reserves its ultimate direction to be able to over-turn such a decision by full negative consensus. {i.e. every board member is against it). The board would have to put this restriction on itself in bylaws: the requirement for all board members to vote against a community decision in order to over turn it. 2. If we then added the ability to remove board members, this mechanism might be able to provide the kind of oversight and control the community is looking for without creating super-boards, membership orgs, and still complies with California Corporation law about board retaining ultimate control. Thanks, Robin

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[CCWG-Accountability] Requirements for WS1
by Drazek, Keith Jan. 20, 2015

Jan. 20, 2015

All, here are a few key points for inclusion in the list of the necessary Work Stream 1 reforms. I believe if we secure these into WS1, the WS2 issues can be addressed later with confidence. 1. Bylaw amendments incorporating AoC accountability and transparency obligations. 2. A new membership structure grounded in the community to ensure the Board is accountable to something or someone other than itself. The group would have substantial but narrow powers, including (a) annual budget approval/disapproval (b) spilling the board (c) review of board decisions (d) referral of Board decisions to an independent redress mechanism, (e) approval of any future changes to ICANN bylaws, Articles of Incorporation, etc. 3. A reformed Independent Review Process (IRP) including addition of a new light-weight process. Key components: Independent (from the Board) internal review, independent redress and binding decisions. Possible external judiciary for dispute resolution after all internal community processes have failed. Keith “This message (including any attachments) is intended only for the use of the individual or entity to which it is addressed, and may contain information that is non-public, proprietary, privileged, confidential and exempt from disclosure under applicable law or may be constituted as attorney work product. If you are not the intended recipient, you are hereby notified that any use, dissemination, distribution, or copying of this communication is strictly prohibited. If you have received this message in error, notify sender immediately and delete this message immediately.”

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Auf wiedersehen
by Mark Carvell Jan. 20, 2015

Jan. 20, 2015

Dear CCWG colleagues Many thanks to the CCWG co-chairs, members and participants for an excellent meeting during these two days resulting in great progress. See you again soon! Kind regards Mark Mark Carvell UK GAC representative

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"Community" avenue of work
by Jordan Carter Jan. 20, 2015

Jan. 20, 2015

Hi all I'm thinking about what the Avenue regarding Community looks like. This is to spur discussion and thinking. >From the tree diagram, the limb this seems focused on is "Approval of Key Decisions", with the three subcategories mentioned are changes of bylaws, acting outside bylaws, budgets & strategic plan. It seems to me that the limb "Remove board members" fits here too. Should other limbs be within this work? (We may discuss this in the meeting, which is about to resume) The *purpose* of this Avenue/area of work seems to be something like this - first draft, just to get people thinking: "Accountability improvements through increasing the community's ability to be the ultimate authority within ICANN." The *focus* would be on ICANN as a whole and its general operations. In particular, none of this work should (in my opinion) be able to be used within the general ICANN policy development or approval processes - they're already well provided for, and the Review and Redress Avenue should improve that situation. The sorts of *powers* that have been mentioned are to do things like (these are just examples): * approve the Strategic Plan, Business/Operating Plan and Budget (or refer it back to the ICANN Board for further work) * approve proposed changes to the bylaws (or refer them back to the ICANN Board for further work) * establish that a particular action was outside the Bylaws and refer it back to the ICANN Board for reconsideration * establish community opposition to a Board or Staff decision and recommit it to the ICANN Board for reconsideration * invalidate a decision of the ICANN Board * remove a member of the ICANN Board or the entire ICANN Board It seems reasonable that this area should be focused on creating and defining powers that don't currently exist, or clearly flagging where it is discussing a power that does exist and why it needs to be considered here. In terms of mechanisms, some have been mentioned: creating membership or delegateship under California law; creating within the bylaws a CWG or similar with these "uber" powers. There are no doubt other options but this is where legal advise will be helpful. Look forward to your thoughts Jordan -- Jordan Carter Chief Executive *InternetNZ* 04 495 2118 (office) | +64 21 442 649 (mob) jordan(a)internetnz.net.nz Skype: jordancarter *To promote the Internet's benefits and uses, and protect its potential.*

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Regarding IANA transition in the bylaws
by Bruce Tonkin Jan. 20, 2015

Jan. 20, 2015

Hello All, Note that I personally think it would be possible to put appropriate text in the bylaws regarding the process and steps to transition the IANA function outside of the organization if required. There are already various mechanisms in the bylaws that allow groups to make such decisions. For example the nominating committee is empowered under the bylaws to appoint Board directors. Then the Board can be held accountable to follow its bylaws. Regards, Bruce Tonkin

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Approval process for articles of incorporation/bylaws
by Bruce Tonkin Jan. 20, 2015

Jan. 20, 2015

>> In addition to the new group powers including “approval of any future changes to ICANN bylaws, Articles of Incorporation, etc.”, would it also have any ability to propose changes to Bylaws, Articles of Incorporation, etc., along with a process for consideration and approval of them? I think that is necessary to ensure that WS2 proposals get due consideration. It is also worth being clear about the differences between proposing in one group versus approval in the other group. For example, it might be appropriate for the Board to propose bylaws changes, and the Community/membership group may have the power to approve. You might also want the ability for the Community/membership group to propose its own bylaws changes, and the Board would also need to approve. Ultimately this raises the bar to ensure that both the Board and the Community/membership group are required to approve changes to bylaws or articles of incorporation. It is certainly common in many membership organizations for the members to have to approve a change in bylaws or articles of incorporation, and also an ability for members to propose changes at an AGM. Regards, Bruce Tonkin

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ICANN 52 Schedule
by Grace Abuhamad Jan. 20, 2015

Jan. 20, 2015

Hi all, Here is the ICANN 52 Schedule. We will discuss CCWG-related sessions as part of the next steps towards the end of the agenda today: http://singapore52.icann.org/en/schedule-full Best, Grace

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Latest version of requirements
by Mathieu Weill Jan. 20, 2015

Jan. 20, 2015

Acknowledging it was difficult to read on screen or in the AC. Best -- ***************************** Mathieu WEILL AFNIC - directeur général Tél: +33 1 39 30 83 06 mathieu.weill(a)afnic.fr Twitter : @mathieuweill *****************************

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Re: [CCWG-Accountability] Mind map latest version
by Marika Konings Jan. 20, 2015

Jan. 20, 2015

Please disregard - we have reverted back to the other version that is now displayed by Mathieu in the Adobe Connect room. Best regards, Marika From: Marika Konings <marika.konings(a)icann.org<mailto:marika.konings@icann.org>> Date: Tuesday 20 January 2015 04:32 To: "accountability-cross-community(a)icann.org<mailto:accountability-cross-community@icann.org>" <accountability-cross-community(a)icann.org<mailto:accountability-cross-community@icann.org>> Subject: [CCWG-Accountability] Mind map latest version Dear All, Please find attached the mind map that will be displayed in Adobe Connect for the next session. Best regards, Marika

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[CCWG-Accountability] Mind map latest version
by Marika Konings Jan. 20, 2015

Jan. 20, 2015

Dear All, Please find attached the mind map that will be displayed in Adobe Connect for the next session. Best regards, Marika

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