Nice proposal Julie.
--------------------------------------------------------------------------------
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
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De : Julie Hammer
[mailto:julie.hammer@bigpond.com]
Envoyé : mardi 14 juillet 2015 22:42
À : Tijani Benjemaa; Jordan Carter
Cc : Accountability Cross Community
Objet : Re: [CCWG-ACCT] Proposal for dealing with removal of
directors (was Re: An mplication of accountability models being discussed)
Hi Tijani and Jordan,
I realise that I am coming into this discussion quite
‘cold’, and without the background and experience of those of you who’ve been
working on this for months, so please see my comments in that light.
I do like Tijani’s suggestion of having people pre-selected
to step in should a problem with one or more directors arise. I also like
the elegance of one mechanism rather than two. A variation on this that
occurred to me is, rather than select new people to be the ‘interims’, would it
be feasible to actually appoint as ‘interims’ the most immediate past directors
as they retire from the Board? If they have survived their term on the
Board, then one could hopefully conclude they had behaved appropriately and
competently in that role. That way, we do not have inexperienced
directors assuming their role in a time of tension or crisis. Rather, the
person or people stepping in would actually have relatively recent background,
skills and experience. Appointments to be board, by both SO/ACs and NomCom
could then be made on the understanding that the commitment is for a set time
on the Board, followed by a period as ‘interim’ during which they may or may
not be called upon the serve. It also means we don’t have look for and
appoint more people than we currently do.
I’m sure they may be one or two disadvantages of this
suggestion, but possibly a number of advantages too?
Cheers, Julie
On 14 Jul 2015, at 7:21 pm, Tijani BEN JEMAA <tijani.benjemaa@planet.tn>
wrote:
I have a couple of queries / concerns with
this:
- if you s/elect
"alternative" directors at the same time as the genuine article, is
there an incentive on those people to undermine the ordinary directors?
Not at all. In several organization, people elect the acting
member and an alternate one to be used only in case of vacancy.
- is it legally
achievable - i.e. will the springing resignation letters provide enough cover
for a different group than appointed, to enact the removal?
As I said several times, I’m not a lawyer. But lawyers can
advise for the right way to make it binding for the removed directors to step
down when the community decides so
- could the
community council be the decision body for doing this on the community's part?
I think it could, but I wouldn’t refuse any other channel that
ensure there is at least 4 SOs and/or ACs willing to recall the director(s)
including at least 1 SO and 1 AC.
De : accountability-cross-community-bounces@icann.org [mailto:accountability-cross-community-bounces@icann.org] De la part de Jordan Carter
Envoyé : mardi 14
juillet 2015 07:13
Cc : Accountability
Cross Community
Objet : [CCWG-ACCT]
Proposal for dealing with removal of directors (was Re: An mplication of
accountability models being discussed)
Hi all,
Tijani made the proposal below and I wanted to draw it into
a separate thread in case people missed it.
On 14 July 2015 at 10:25, Tijani BEN JEMAA <tijani.benjemaa@planet.tn> wrote:
Do you have a concrete suggestion
as to how you would see the exercise of such a power being done by "a
process that is broadly distributed in the community" as an alternative
for us to consider, and seek legal advice on?
This
is a proposals for exercising the power of recalling Board directors by a process that is well
distributed in the community consisting in recalling the board directors (from
1 to 15) by the community and not a single SO or AC:
· The
decision is taken by at least 4 SOs and/or ACs including at list 1 SO and
1 AC.
· All
the directors have the same treatment (selected by their constituencies or by
the nomcom)
· The
SOs and ACs and the NomCom select the board directors and their interim
simultaneously (the GNSO selects 2 acting directors and 2 interim ones and the
ALAC selects 1 acting director and 1 interim one, etc.).
· All
acting directors sign before taking their position as Board Director a
commitment to step down in case a community decision to recall them is taken
· Those
interim directors will fully replace the removed directors if the number of
recalled directors is less than 8. In case the number reaches 8 or more, the
resulting board (non recalled directors plus the interim of the recalled ones)
will act as a caretaker till the selection of new directors to replace the
recalled ones.
· This
is to replace the 2 powers: stilling the whole board and recalling individual
board directors.
This
has the merit to;
· Fulfill
the requirement of having the power to remove the whole Board and to remove
individual board members
· make
the change smaller and simpler by having a single mechanism to recall the board
directors instead of 2
· not
having to find a way for the nomcom to remove their appointed directors
· avoid
a period where ICANN run without board in place
· avoid
the risk of having an SO or AC recalling their selected director because of the
SO or AC interest and not the global public interest
I have a couple of queries / concerns with this:
- if you s/elect "alternative" directors at the
same time as the genuine article, is there an incentive on those people to
undermine the ordinary directors?
- is it legally achievable - i.e. will the springing
resignation letters provide enough cover for a different group than appointed,
to enact the removal?
- could the community council be the decision body for doing
this on the community's part?
cheers
Jordan
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