Thank you to Bruce for sharing your thoughts candidly and openly once again, and to Tijani for this excellent reply. I want to +1 Tijani's comments. Bruce, we came at this from a 'how do we avoid fracturing the community, and make sure that decisions in exercising the membership powers are done responsibly and by some measure of cross-community consensus?' That is why we evolved from SO/AC membership to the community exercising membership powers together through one "entity" (really, a decision-counter - by votes or by consensus doesn't matter). The SOs and ACs will be and do participate in ICANN as themselves, if we correctly recognise that those 'selves' are just forums for ICANN's **actual** stakeholders to involve themselves in the policy process ICANN exists to serve. They would participate in the accountability powers in the same way. Your alternative route summons up all the things the CCWG's first proposal was rightly criticised for - the need for legal personality for each SO and AC; the fact this would require a complete rewrite of each of their rules in the bylaws to allow for that and for relevant decision making, and so on. My personal preference remains the SMM for the reason that it deals with this set of problems in a way that supports and upholds the multistakeholder model. I've tried to get my head around the Board's contention that it would undermine that model, but I simply can't grasp the core concern, other than it's founded on a different vision of what the SOs and ACs are and their role as routes in / bridges to the global multistakeholder community. If they aren't such bridges, then the model is broken either way. If they are, then they are the right groupings to be exercising the narrow and constrained set of accountability powers the CCWG has been concerning itself with. best Jordan On 5 October 2015 at 00:50, Tijani BEN JEMAA <tijani.benjemaa@planet.tn> wrote:
Bruce,
You say you prefer a full membership model where each SO and AC becomes a member rather than a sole membership model because it concentrates all the powers in the hands of a single entity.
I don’t think it is the best way to avoid capture: In case we have each SO and AC becoming a member, all those members will have the full statutory rights and can at anytime exercise them including before the Californian courts. The SOs or ACs that have a big interest (financial, political, etc.) may use their member right to force the board to act for their own narrow interest.
In the sole membership model, no power is allowed to a single SO or AC; they can’t act separately. Any power exercise would be the result of the community consensus (any form of consensus including voting). So no capture is possible.
The only risk would be if all the community is not represented in the sole member decision making, but this is the same risk for the full membership model where you would have only some SO/AC becoming members of ICANN.
I don’t say that the sole membership model is the best, but if I compare it to the full membership model, I would prefer it.
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*Tijani BEN JEMAA*
Executive Director
Mediterranean Federation of Internet Associations (*FMAI*)
Phone: + 216 41 649 605
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-----Message d'origine----- De : accountability-cross-community-bounces@icann.org [mailto: accountability-cross-community-bounces@icann.org] De la part de Bruce Tonkin Envoyé : samedi 3 octobre 2015 08:32 À : accountability-cross-community@icann.org Objet : [CCWG-ACCT] Personal thoughts on sole member
Hello All,
The following is NOT a Board view.
My personal thoughts on sole member is that I prefer a broader membership structure to a sole membership structure.
For me - a sole member concentrates all the responsibilities of membership into a single legal entity. I much prefer more distributed membership structures that are more likely to represent the broader Internet community.
I am not aware of any similar Internet based body that operates under this model. I have been on the Board of several non-profit organizations over the past 20 years in a range of areas from sport to research to business, and I have never personally had any experience in this model. I have also done several company director courses and I have never had this model come up in presentations or discussions.
The sole member model also doesn't seem to particularly fit the current SOs and ACs that often have different interests and areas of focus For example SSAC and RRSAC have quite narrow mandates to look at particular technical issues. They do not generally get involved in ICANN strategic plans, operating plans, budgets, and naming policies.
I think it is far better that SOs and ACs participate in the ICANN model as themselves. I think we can empower each of these groups in our bylaws in appropriate ways.
If the CCWG really wants to go down the single member model, then I would prefer a much more formal structure.
- make the single member an incorporated entity
- set the articles of incorporation up to ensure that the single member has a fiduciary responsibility to the Internet community as a whole. I.e. align its fiduciary responsibility to ICANN's fiduciary responsibility
- have a board of the single member with the same structure as ICANN - with SOs and ALAC appointing directors, set up a nominating committee (or use the one we have) to select 8 directors, and have liaisons from GAC, SSAC, RSSAC and IETF.
- include in its bylaws its mission (to be a member of ICANN), and processes it will use to reach decisions and consult with the community
If this is sounding like what we already have - then that is not surprising.
I feel that it is certainly legally possible to create a sole member - but it is practically highly unusual, and also seems completely unnecessary in that we already have a Board that does much the same thing. The Board listens to all parts of the community before making major decisions, and acts for the benefit of the Internet community as a whole.
So vmy preference order is:
- leverage the governance model we have and refine to have additional powers for the SOs and ACs in the bylaws, have a binding IRP mechanism if any SO or AC feels that board is not following the bylaws, and set up a mechanism to ensure that IRP decision is legally enforceable. This is broadly the current Board proposal.
- move to a full membership model with appropriate diversification and participation of members that include infrastructure operators and users, with appropriate culture and geographical diversity
- use a sole member model - with a fully incorporated member and clear fiduciary responsibilities. Set up the board of the sole member with an equivalent level of governance as we have with the Board of ICANN.
Regards,
Bruce Tonkin
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