1
The Board is the governing body
of ICANN, with main responsibilities that include employing the President and
CEO, appointing the Officers, overseeing organizational policies, making
decisions on key issues, defining the organization’s strategic and operating
plans and holding the staff to account for implementing them.
2
Of ICANN’s sixteen Directors,
fifteen are appointed for a fixed three-year term and generally are in office
for the whole term that they are appointed for by his or her SO or AC, or by
the Nominating Committee. In addition the Board appoints the President and CEO
(confirmed each year at the Annual General Meeting), who serves on the Board ex officio (by reason of his or her
position as President and CEO). The power to remove individual Directors of the
ICANN Board is currently available only to the Board itself (though this will
change with the Single Member Model the CCWG-Accountability is proposing[1]),
and can be exercised through a 75% vote of the Board. Today there is no
limitation[2]
on the Board’s power to remove a director specified in the Bylaws.
3
This power would allow for the
removal of a Director before his or her fixed term comes to an end, with no
rules set as to limitations on such removal or requirements for a particular
cause for such removal. It is expected that this power would only be exercised
in cases of serious difficulty with a particular Director.
4
For the seven Directors appointed
by one of the three SOs or by the At-Large Community), a process led by that
organization or subdivision would decide on the Director’s removal. Only the SO
or AC that appointed the Director could decide on that director’s removal. For
the purposes of such a removal process, SO means the SO or for the case of the
GNSO, the GNSO House that has the Bylaw right to appoint a director.
5
The following process applies for
removing a Director appointed by an SO or AC:
1.
A decision to start consideration of a
Director’s removal requires a call to do so, approved by a simple majority in
the SO or AC which originally appointed the director.
2.
Where such a call to remove a Director meets the
required threshold is announced, within fifteen days a meeting of the ICANN
Community Forum (see Section 6.3 for the concept) will be convened. At that
meeting:
a)
The Chair of the forum must not be associated
with the petitioning SO or AC or with the Director involved;
b)
Representatives of the appointing/removing SO or
AC must explain why they seek the Director’s removal;
c)
The Director has the opportunity to reply and
set out his or her views; and
d)
Questions and answers can be asked of the
appointing/removing SO or AC and of the Director involved by all the other
participants in the forum
3.
Within fifteen days after the meeting of the
forum, the SO or AC which originally appointed the Director makes its decision
through its usual process.
4.
The threshold to cause the removal of the
director is 75% of the votes cast in the SO or AC which originally appointed
the Director.
5.
If the threshold is met, then, as will be set
out in the bylaws, the Community Mechanism as Sole Member automatically
implements this decision, and the Director is removed.
6.
If no decision is made within fifteen days, the
process lapses and the director remains in place.
7.
No new call to consider the removal of that same
director can be made during the term they are serving on the Board following a
vote to remove them failing or no decision being made.
[1] If
the CCWG-Accountability’s Single Member Model is implemented, the Board could
only remove directors for causes specified in the California corporate code –
see the memo from 23 April 2015 entitled “Legal Assessment: Executive Summary, Summary
Chart and Revised Governance Chart”. For further detail on legal
advice provided, see Appendix G.
[2] Today
there are escalation paths, up to and including removal from the Board, for
Board member violations of the Code of Conduct and Conflict of Interest
Policies, but the Bylaws do not currently require such a violation to occur
prior to Board removal.
Robin,You are right that in California legislature, it is the right of the Member/designator to recall the appointed director. The CCWG proposal was for a sole member, and it is the right of this sole member to recall the directors, not any SO or AC. The sole member being the community as a whole.I think it is useless that I repeat the several reasons for which I believe it is for the benefit of the organization and the global public interest that the recall should be done by the community not a single SO or AC. I will only mention the benefit of treating all the board directors on an equal footing should they be appointed by an SO or AC or by the NomCom.-----------------------------------------------------------------------------
Tijani BEN JEMAA
Executive Director
Mediterranean Federation of Internet Associations (FMAI)
Phone: +216 98 330 114
Fax: +216 70 853 376
------------------------------------------------------------------------------
Le 9 oct. 2015 à 04:47, Robin Gross <robin@ipjustice.org> a écrit :Hi Chris,_______________________________________________The CCWG proposal (with which I agree on this point) provides that the specific SO/AC who appoints a board member has the power to recall (not the community-at-large). That is the accountability tool which the California legislature provided by statute to hold board members accountable -- and it is the norm in most organizations of these types. Restricting such a right would be a rare exception in practice. Are there examples of other nonprofit public benefit organizations who have restricted members / designators rights of board recall in such a way?Attempts to restrict members / designators rights to recall the board member which they appoint carry a heavy burden of demonstrating why the California legislature got it wrong in creating this accountability tool - and why the vast majority of other organizations who do provide such statutory recall rights have not been destroyed by the power as ICANN claims will happen if this common ordinary power were to exist at ICANN.Thanks,RobinOn Oct 8, 2015, at 4:42 PM, Chris Disspain wrote:Hi Robin,What’s your position on whether it should be the electing SO/AC that can recall or a wider group?Cheers,ChrisOn 9 Oct 2015, at 10:39 , Robin Gross <robin@ipjustice.org> wrote:_______________________________________________Not sure I can make the call tomorrow, so I'll state my position against restrictions to individual director recall rights now.Considering the only public comment calling for limitations on the community's right to recall the individual board members was from the board itself, and the consensus has consistently been for NOT restricting recall rights, but for providing rationales for recalls, I don't understand why we are forced to continue to beat this dead horse. If two public comment periods have not been enough to create anything close to consensus to restrict the community's board recall rights, let's put this issue to bed and focus on the issues where the community is far more divided.Thanks,RobinOn Oct 8, 2015, at 1:57 PM, Jordan Carter wrote:Hi all_______________________________________________Here is the proposed agenda for our next call: Friday 9 October at 17h30 UTC for up to two hours.Could all those proposing documents for this meeting please circulate them ASAP, with an email subject line that identifies what your document is?1. Review of Agenda2. Second review of comments analysis:a) Budget powerb) Affirmation of Commitmentsc) Community Forumd) Community Mechanism as Sole Member / The Modele) Recall of ICANN Board3. Approach to documenting our work for 12-Oct deadline4. Any Other BusinessPlease advise any further / other agenda items...thanks,Jordan--Jordan Carter
Chief Executive
InternetNZWeb: www.internetnz.nz
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