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.

 

--------------------------------------------------------------------------------

Tijani BEN JEMAA

Executive Director

Mediterranean Federation of Internet Associations (FMAI)

Phone:  + 216 41 649 605

Mobile: + 216 98 330 114

Fax:       + 216 70 853 376

--------------------------------------------------------------------------------

 

 

  

 

-----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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