Hi Bruce, Why would you prefer a legally incorporated structure? If I may, couldn't we pick options 2 & 4 - ie an unincorporated association that is aligned to Board's fiduciary duties and in turn, is held accountable by bylaws? Without legal personhood, would you be concerned about holding this body accountable? Thanks for these important pointers. Arun On Sat, Oct 3, 2015 at 2:06 PM, Kavouss Arasteh <kavouss.arasteh@gmail.com> wrote:

Dear Bruce Thank you for your message. In fact this is an alternative version to MEM and in fact a new model taking elements of each SMM and MEM mixed them up and adding additional feathure to it such creating a shadow Board for that with fiduciary authority and responsibility May be too complex and less legally valid . It is saturday morning as it was a good nbreakfast Regards Kavouss

2015-10-03 9:40 GMT+02:00 Seun Ojedeji <seun.ojedeji@gmail.com>:

...

Once again very helpful intervention with clear rationale. Hopefully the CCWG will focus on the content and not the author.

Regards

Sent from my Asus Zenfone2 Kindly excuse brevity and typos. On 3 Oct 2015 08:32, "Bruce Tonkin" <Bruce.Tonkin@melbourneit.com.au> wrote:

...

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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-- -- Head, Cyber Initiative Observer Research Foundation, New Delhi http://amsukumar.tumblr.com +91-9871943272

Thanks for posting this. I think it is very true, and I agree that it is our responsibility to make them welcome. We need a buddy or mentoring system for folks who are coming for the first, second, and third time. They need training wheels and they need to feel like they are contributing. Not an easy thing to get going, especially when folks are insecure about their own degree of power and influence, but it is the only way to prevent quite a few ills, notably burnout. Stephanie Perrin On 2015-10-06 17:53, Kieren McCarthy wrote:

There is a Facebook discussion currently going on, and to my mind, this comment pretty much summed up one key part of the problem with how ICANN currently operates.

It was from someone called Kerry Brown:

----------------- I attended the London ICANN where during the meeting I actually felt like something was accomplished at the ALAC summit. Within weeks I was totally disillusioned when I realized that the board was paying lip service to the results of the summit and that nothing would change. I wonder how many board members actually read the recommendations? I had previously attended a half dozen ICANN meetings basically as an observer. I was excited to attend as a participant. Now I am unsubscribed from all the ICANN mailing lists. I doubt I will ever go to another meeting. ----------------

It's not just the Board that is guilty of failing to foster a real sense of community but clearly in this case it was.

As most of you know, I spent three years as ICANN's general manager of public participation and I saw a big part of my job as building sustainable systems that would bring in more people, and make it easy and worthwhile for them to participate.

It was extremely difficult and I spent more than half my time dealing with efforts by those inside ICANN to undermine any effective changes, largely because it meant a reduction in their personal influence.

One fact that I continually used back then as a way to try to shake people into thinking reasonably came from a series of surveys, interviews, questionnaires and data analyses of people actually attending ICANN meetings.

I wanted to know: who are these people? Is this their first time? And if so how do we get them to stay engaged and come back?

The results were very clear: one third of ICANN attendees were regulars, coming to nearly every meeting; one third were occasional attendees, often because they were obliged to go to one ICANN meeting every year or two years, sometimes because they were intrigued and wanted to see what one was like.

And one third - every single meeting - was people who were attending for the first time. And at the next meeting, one third were attending for the first time. And the next. And the next. The percentage never got smaller. So I started trying to track down these people that arrived and then disappeared never to be heard from again.

Of that one third, roughly a half came from the country ICANN was in. They came because it was relatively local. Of them, almost none ever returned - either physically and online. They simply took a look, didn't like what they saw and never came back.

The other half of first-time attendees came from all over the world and went to a lot of trouble to get to the meeting. Of them, around four-fifths never came back. I tracked people down and asked them why.

They were mostly vague but in the whole, it was the sense that they were not made welcome. That the sessions were long and boring. That no one gave their opinions any weight. That everything was controlled by those ICANNites who attended every meeting. And that no one ever sought to engage them; they were irrelevant to the people that mattered.

When I relayed this information (which I did repeatedly) to those in the position to actually do something about it, not once did anyone say "oh no, that's terrible, what can we do to fix it?".

Instead, the responses varied from: "well, they're clearly not cut out to join ICANN if they give up so easily", to "but we have lots of opportunities for them to engage" to "I don't recognize that at all; I see lots of new people engaging".

In other words, an absolute refusal to accept it as a problem that needed to be addressed.

I think it is extremely rich to complain that ICANN is not sufficiently broad or representative enough. All of you on this list are responsible for that lack of engagement. And if you were serious about actually involving and engaging more people, it would take but one day to come up with a long list of things that could be done to improve the current situation.

Until that happens; until you get serious about empowering non-insiders; until real money and real resources are applied to that effort; then I don't think any of you get to talk about what real representation means.

Kieren

On Sat, Oct 3, 2015 at 12:31 AM, Bruce Tonkin <Bruce.Tonkin@melbourneit.com.au <mailto:Bruce.Tonkin@melbourneit.com.au>> wrote:

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

_______________________________________________ Accountability-Cross-Community mailing list Accountability-Cross-Community@icann.org <mailto:Accountability-Cross-Community@icann.org> https://mm.icann.org/mailman/listinfo/accountability-cross-community

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