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> [mailto: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 <mailto: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 <http://www.avast.com/> L'absence de virus dans ce courrier électronique a été vérifiée par le logiciel antivirus Avast. www.avast.com <http://www.avast.com/> _______________________________________________ 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 <https://mm.icann.org/mailman/listinfo/accountability-cross-community>
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 -------------------------------------------------------------------------------- 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 : <mailto:accountability-cross-community-bounces@icann.org> accountability-cross-community-bounces@icann.org [ <mailto: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 < <mailto:tijani.benjemaa@planet.tn> 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 _____ <http://www.avast.com/> Image supprimée par l'expéditeur. Avast logo L'absence de virus dans ce courrier électronique a été vérifiée par le logiciel antivirus Avast. <http://www.avast.com/> www.avast.com _______________________________________________ Accountability-Cross-Community mailing list <mailto:Accountability-Cross-Community@icann.org> Accountability-Cross-Community@icann.org <https://mm.icann.org/mailman/listinfo/accountability-cross-community> https://mm.icann.org/mailman/listinfo/accountability-cross-community --- L'absence de virus dans ce courrier électronique a été vérifiée par le logiciel antivirus Avast. http://www.avast.com
participants (2)
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Julie Hammer -
Tijani BEN JEMAA