updated paper: Recall of the ICANN Board
Hi all I've had a gentle go at the paper circulated earlier (original re-attached for ref - the files with the date 2015-07-21) regarding the recall of the ICANN Board. See my edits in the files beginning with 2015-07-23. I've accepted all the changes that were marked up in the lawyers' version, and made a few changes to respond to the comments in the document. This does leave this paper quite different in style to the other powers, much more detailed in terms of implementation. We will have to reduce the detail and edit it to achieve that, but I am afraid that I haven't got the time to do that this evening. So: please review, and we will discuss on the call at 12h UTC, and get some sense of how / if I should do further editing for further consideration at the WP1 call next week. *Non WP1 CCWG participants* - please note that WP1 members did ask for more time to deal with it, so this paper hasn't had thorough scrutiny or agreement as yet by WP1. thanks, Jordan -- Jordan Carter Chief Executive *InternetNZ* 04 495 2118 (office) | +64 21 442 649 (mob) jordan@internetnz.net.nz Skype: jordancarter *A better world through a better Internet *
On 23/07/2015 11:18, Jordan Carter wrote:
See my edits in the files beginning with 2015-07-23.
One comment: I thought the general view in Paris was that NomCom would not nominate members of an interim Board. I doubt the practicality of requiring it to do so. That seems to have changed; perhaps I missed some discussion. Or misperceived the general view. Requiring NomCom to put up alternates at the AGM creates the "people standing in the shadows waiting for a chance" that were mentioned as a prospect to be avoided, and was accepted as a reason for not requiring SOs and ACs to nominate alternates with every appointment. Moreover, how will NomCom find people willing to commit to drop everything and become an interim director in the unlikely event of a Board spill, knowing that it is highly unlikely this will ever come to pass? It is surely much easier to ask someone "Will you agree to serve as a director now?" than "Will you agree to serve as a director in an unspecified number of months, should some very unlikely event come to pass?". For these reasons, I think that excusing NomCom from nominating interim directors is a better choice. -- Malcolm Hutty | tel: +44 20 7645 3523 Head of Public Affairs | Read the LINX Public Affairs blog London Internet Exchange | http://publicaffairs.linx.net/ London Internet Exchange Ltd 21-27 St Thomas Street, London SE1 9RY Company Registered in England No. 3137929 Trinity Court, Trinity Street, Peterborough PE1 1DA
I agree with not asking the NomCom to put up alternates. Spilling the Board should be so exceptional and a smaller exe board should be able to then launch a process, which could result in both elections and in appointments.M
Date: Thu, 23 Jul 2015 12:13:13 +0100 From: malcolm@linx.net To: jordan@internetnz.net.nz; wp1@icann.org; accountability-cross-community@icann.org Subject: Re: [CCWG-ACCT] [WP1] updated paper: Recall of the ICANN Board
On 23/07/2015 11:18, Jordan Carter wrote:
See my edits in the files beginning with 2015-07-23.
One comment: I thought the general view in Paris was that NomCom would not nominate members of an interim Board. I doubt the practicality of requiring it to do so.
That seems to have changed; perhaps I missed some discussion. Or misperceived the general view.
Requiring NomCom to put up alternates at the AGM creates the "people standing in the shadows waiting for a chance" that were mentioned as a prospect to be avoided, and was accepted as a reason for not requiring SOs and ACs to nominate alternates with every appointment.
Moreover, how will NomCom find people willing to commit to drop everything and become an interim director in the unlikely event of a Board spill, knowing that it is highly unlikely this will ever come to pass?
It is surely much easier to ask someone "Will you agree to serve as a director now?" than "Will you agree to serve as a director in an unspecified number of months, should some very unlikely event come to pass?".
For these reasons, I think that excusing NomCom from nominating interim directors is a better choice.
-- Malcolm Hutty | tel: +44 20 7645 3523 Head of Public Affairs | Read the LINX Public Affairs blog London Internet Exchange | http://publicaffairs.linx.net/
London Internet Exchange Ltd 21-27 St Thomas Street, London SE1 9RY
Company Registered in England No. 3137929 Trinity Court, Trinity Street, Peterborough PE1 1DA
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I agree. It does not make sense to ask NomCom to nominate alternates. Cherine
On 23 Jul 2015, at 15:23, Marilyn Cade <marilynscade@hotmail.com> wrote:
I agree with not asking the NomCom to put up alternates. Spilling the Board should be so exceptional and a smaller exe board should be able to then launch a process, which could result in both elections and in appointments. M
Date: Thu, 23 Jul 2015 12:13:13 +0100 From: malcolm@linx.net <mailto:malcolm@linx.net> To: jordan@internetnz.net.nz <mailto:jordan@internetnz.net.nz>; wp1@icann.org <mailto:wp1@icann.org>; accountability-cross-community@icann.org <mailto:accountability-cross-community@icann.org> Subject: Re: [CCWG-ACCT] [WP1] updated paper: Recall of the ICANN Board
On 23/07/2015 11:18, Jordan Carter wrote:
See my edits in the files beginning with 2015-07-23.
One comment: I thought the general view in Paris was that NomCom would not nominate members of an interim Board. I doubt the practicality of requiring it to do so.
That seems to have changed; perhaps I missed some discussion. Or misperceived the general view.
Requiring NomCom to put up alternates at the AGM creates the "people standing in the shadows waiting for a chance" that were mentioned as a prospect to be avoided, and was accepted as a reason for not requiring SOs and ACs to nominate alternates with every appointment.
Moreover, how will NomCom find people willing to commit to drop everything and become an interim director in the unlikely event of a Board spill, knowing that it is highly unlikely this will ever come to pass?
It is surely much easier to ask someone "Will you agree to serve as a director now?" than "Will you agree to serve as a director in an unspecified number of months, should some very unlikely event come to pass?".
For these reasons, I think that excusing NomCom from nominating interim directors is a better choice.
-- Malcolm Hutty | tel: +44 20 7645 3523 Head of Public Affairs | Read the LINX Public Affairs blog London Internet Exchange | http://publicaffairs.linx.net/ <http://publicaffairs.linx.net/>
London Internet Exchange Ltd 21-27 St Thomas Street, London SE1 9RY
Company Registered in England No. 3137929 Trinity Court, Trinity Street, Peterborough PE1 1DA
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I agree with this as well, although I thought there was clear direction on this subject in Paris. Regards Sent from Google nexus 4 kindly excuse brevity and typos. On 23 Jul 2015 7:23 pm, "Cherine Chalaby" <cherine.chalaby@icann.org> wrote:
I agree. It does not make sense to ask NomCom to nominate alternates. Cherine
On 23 Jul 2015, at 15:23, Marilyn Cade <marilynscade@hotmail.com> wrote:
I agree with not asking the NomCom to put up alternates. Spilling the Board should be so exceptional and a smaller exe board should be able to then launch a process, which could result in both elections and in appointments. M
Date: Thu, 23 Jul 2015 12:13:13 +0100 From: malcolm@linx.net To: jordan@internetnz.net.nz; wp1@icann.org; accountability-cross-community@icann.org Subject: Re: [CCWG-ACCT] [WP1] updated paper: Recall of the ICANN Board
On 23/07/2015 11:18, Jordan Carter wrote:
See my edits in the files beginning with 2015-07-23.
One comment: I thought the general view in Paris was that NomCom would not nominate members of an interim Board. I doubt the practicality of requiring it to do so.
That seems to have changed; perhaps I missed some discussion. Or misperceived the general view.
Requiring NomCom to put up alternates at the AGM creates the "people standing in the shadows waiting for a chance" that were mentioned as a prospect to be avoided, and was accepted as a reason for not requiring SOs and ACs to nominate alternates with every appointment.
Moreover, how will NomCom find people willing to commit to drop everything and become an interim director in the unlikely event of a Board spill, knowing that it is highly unlikely this will ever come to pass?
It is surely much easier to ask someone "Will you agree to serve as a director now?" than "Will you agree to serve as a director in an unspecified number of months, should some very unlikely event come to pass?".
For these reasons, I think that excusing NomCom from nominating interim directors is a better choice.
-- Malcolm Hutty | tel: +44 20 7645 3523 Head of Public Affairs | Read the LINX Public Affairs blog London Internet Exchange | http://publicaffairs.linx.net/
London Internet Exchange Ltd 21-27 St Thomas Street, London SE1 9RY
Company Registered in England No. 3137929 Trinity Court, Trinity Street, Peterborough PE1 1DA
_______________________________________________ Accountability-Cross-Community mailing list Accountability-Cross-Community@icann.org https://mm.icann.org/mailman/listinfo/accountability-cross-community
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I think this point has moved on a bit, based on the call earlier today. The NomCom will not be putting up alternates. I believe where we are now is that the NomCom will (in the event of a spill) put up at least two and possibly up to eight interim directors at that time. I'm not sure but they may have the option of not putting up directors at all, but I think that did not come out on top in the call. NomCom gets more good candidates than they nominate, so there is a pool from which to draw on, should the time ever come. I think this is right or close to it, but the next draft should clear this up. Greg On Thu, Jul 23, 2015 at 2:28 PM, Seun Ojedeji <seun.ojedeji@gmail.com> wrote:
I agree with this as well, although I thought there was clear direction on this subject in Paris.
Regards
Sent from Google nexus 4 kindly excuse brevity and typos. On 23 Jul 2015 7:23 pm, "Cherine Chalaby" <cherine.chalaby@icann.org> wrote:
I agree. It does not make sense to ask NomCom to nominate alternates. Cherine
On 23 Jul 2015, at 15:23, Marilyn Cade <marilynscade@hotmail.com> wrote:
I agree with not asking the NomCom to put up alternates. Spilling the Board should be so exceptional and a smaller exe board should be able to then launch a process, which could result in both elections and in appointments. M
Date: Thu, 23 Jul 2015 12:13:13 +0100 From: malcolm@linx.net To: jordan@internetnz.net.nz; wp1@icann.org; accountability-cross-community@icann.org Subject: Re: [CCWG-ACCT] [WP1] updated paper: Recall of the ICANN Board
On 23/07/2015 11:18, Jordan Carter wrote:
See my edits in the files beginning with 2015-07-23.
One comment: I thought the general view in Paris was that NomCom would not nominate members of an interim Board. I doubt the practicality of requiring it to do so.
That seems to have changed; perhaps I missed some discussion. Or misperceived the general view.
Requiring NomCom to put up alternates at the AGM creates the "people standing in the shadows waiting for a chance" that were mentioned as a prospect to be avoided, and was accepted as a reason for not requiring SOs and ACs to nominate alternates with every appointment.
Moreover, how will NomCom find people willing to commit to drop everything and become an interim director in the unlikely event of a Board spill, knowing that it is highly unlikely this will ever come to pass?
It is surely much easier to ask someone "Will you agree to serve as a director now?" than "Will you agree to serve as a director in an unspecified number of months, should some very unlikely event come to pass?".
For these reasons, I think that excusing NomCom from nominating interim directors is a better choice.
-- Malcolm Hutty | tel: +44 20 7645 3523 Head of Public Affairs | Read the LINX Public Affairs blog London Internet Exchange | http://publicaffairs.linx.net/
London Internet Exchange Ltd 21-27 St Thomas Street, London SE1 9RY
Company Registered in England No. 3137929 Trinity Court, Trinity Street, Peterborough PE1 1DA
_______________________________________________ Accountability-Cross-Community mailing list Accountability-Cross-Community@icann.org https://mm.icann.org/mailman/listinfo/accountability-cross-community
Accountability-Cross-Community mailing list Accountability-Cross-Community@icann.org https://mm.icann.org/mailman/listinfo/accountability-cross-community
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I suggest we say NomCom shall not put up less than two. That should give enough flexibility to cover all wishes that were brought forward. Thomas ======== rickert.net PS - Sent from my cell. Please excuse typos and brevity.
Am 23.07.2015 um 20:41 schrieb Greg Shatan <gregshatanipc@gmail.com>:
I think this point has moved on a bit, based on the call earlier today. The NomCom will not be putting up alternates. I believe where we are now is that the NomCom will (in the event of a spill) put up at least two and possibly up to eight interim directors at that time. I'm not sure but they may have the option of not putting up directors at all, but I think that did not come out on top in the call.
NomCom gets more good candidates than they nominate, so there is a pool from which to draw on, should the time ever come.
I think this is right or close to it, but the next draft should clear this up.
Greg
On Thu, Jul 23, 2015 at 2:28 PM, Seun Ojedeji <seun.ojedeji@gmail.com> wrote: I agree with this as well, although I thought there was clear direction on this subject in Paris.
Regards
Sent from Google nexus 4 kindly excuse brevity and typos.
On 23 Jul 2015 7:23 pm, "Cherine Chalaby" <cherine.chalaby@icann.org> wrote: I agree. It does not make sense to ask NomCom to nominate alternates. Cherine
On 23 Jul 2015, at 15:23, Marilyn Cade <marilynscade@hotmail.com> wrote:
I agree with not asking the NomCom to put up alternates. Spilling the Board should be so exceptional and a smaller exe board should be able to then launch a process, which could result in both elections and in appointments. M
Date: Thu, 23 Jul 2015 12:13:13 +0100 From: malcolm@linx.net To: jordan@internetnz.net.nz; wp1@icann.org; accountability-cross-community@icann.org Subject: Re: [CCWG-ACCT] [WP1] updated paper: Recall of the ICANN Board
On 23/07/2015 11:18, Jordan Carter wrote:
See my edits in the files beginning with 2015-07-23.
One comment: I thought the general view in Paris was that NomCom would not nominate members of an interim Board. I doubt the practicality of requiring it to do so.
That seems to have changed; perhaps I missed some discussion. Or misperceived the general view.
Requiring NomCom to put up alternates at the AGM creates the "people standing in the shadows waiting for a chance" that were mentioned as a prospect to be avoided, and was accepted as a reason for not requiring SOs and ACs to nominate alternates with every appointment.
Moreover, how will NomCom find people willing to commit to drop everything and become an interim director in the unlikely event of a Board spill, knowing that it is highly unlikely this will ever come to pass?
It is surely much easier to ask someone "Will you agree to serve as a director now?" than "Will you agree to serve as a director in an unspecified number of months, should some very unlikely event come to pass?".
For these reasons, I think that excusing NomCom from nominating interim directors is a better choice.
-- Malcolm Hutty | tel: +44 20 7645 3523 Head of Public Affairs | Read the LINX Public Affairs blog London Internet Exchange | http://publicaffairs.linx.net/
London Internet Exchange Ltd 21-27 St Thomas Street, London SE1 9RY
Company Registered in England No. 3137929 Trinity Court, Trinity Street, Peterborough PE1 1DA
_______________________________________________ Accountability-Cross-Community mailing list Accountability-Cross-Community@icann.org https://mm.icann.org/mailman/listinfo/accountability-cross-community
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Ok I for one am getting confused I thought the suggestion was up to 2? I think we need a clear set of options to deliberate on. My suggestion to those options: Suggestion: The NomCom may choose to nominate up to 2 directors to the interim board at the same time as the directors from the SO/ACs are nominated. Reason: I don’t agree that we allow NomCom to appoint a full selection, the interim board should be small and should not be a full complement, that it a matter for the full replacement board, the interim board needs to be knowledgeable, agile and able to respond quickly to change in a time of crisis. -James Gannon From: accountability-cross-community-bounces@icann.org [mailto:accountability-cross-community-bounces@icann.org] On Behalf Of Thomas Rickert Sent: Thursday, July 23, 2015 8:51 PM To: Greg Shatan Cc: wp1@icann.org; accountability-cross-community@icann.org Subject: Re: [CCWG-ACCT] [WP1] updated paper: Recall of the ICANN Board I suggest we say NomCom shall not put up less than two. That should give enough flexibility to cover all wishes that were brought forward. Thomas ======== rickert.net<http://rickert.net> PS - Sent from my cell. Please excuse typos and brevity. Am 23.07.2015 um 20:41 schrieb Greg Shatan <gregshatanipc@gmail.com<mailto:gregshatanipc@gmail.com>>: I think this point has moved on a bit, based on the call earlier today. The NomCom will not be putting up alternates. I believe where we are now is that the NomCom will (in the event of a spill) put up at least two and possibly up to eight interim directors at that time. I'm not sure but they may have the option of not putting up directors at all, but I think that did not come out on top in the call. NomCom gets more good candidates than they nominate, so there is a pool from which to draw on, should the time ever come. I think this is right or close to it, but the next draft should clear this up. Greg On Thu, Jul 23, 2015 at 2:28 PM, Seun Ojedeji <seun.ojedeji@gmail.com<mailto:seun.ojedeji@gmail.com>> wrote: I agree with this as well, although I thought there was clear direction on this subject in Paris. Regards Sent from Google nexus 4 kindly excuse brevity and typos. On 23 Jul 2015 7:23 pm, "Cherine Chalaby" <cherine.chalaby@icann.org<mailto:cherine.chalaby@icann.org>> wrote: I agree. It does not make sense to ask NomCom to nominate alternates. Cherine On 23 Jul 2015, at 15:23, Marilyn Cade <marilynscade@hotmail.com<mailto:marilynscade@hotmail.com>> wrote: I agree with not asking the NomCom to put up alternates. Spilling the Board should be so exceptional and a smaller exe board should be able to then launch a process, which could result in both elections and in appointments. M
Date: Thu, 23 Jul 2015 12:13:13 +0100 From: malcolm@linx.net<mailto:malcolm@linx.net> To: jordan@internetnz.net.nz<mailto:jordan@internetnz.net.nz>; wp1@icann.org<mailto:wp1@icann.org>; accountability-cross-community@icann.org<mailto:accountability-cross-community@icann.org> Subject: Re: [CCWG-ACCT] [WP1] updated paper: Recall of the ICANN Board
On 23/07/2015 11:18, Jordan Carter wrote:
See my edits in the files beginning with 2015-07-23.
One comment: I thought the general view in Paris was that NomCom would not nominate members of an interim Board. I doubt the practicality of requiring it to do so.
That seems to have changed; perhaps I missed some discussion. Or misperceived the general view.
Requiring NomCom to put up alternates at the AGM creates the "people standing in the shadows waiting for a chance" that were mentioned as a prospect to be avoided, and was accepted as a reason for not requiring SOs and ACs to nominate alternates with every appointment.
Moreover, how will NomCom find people willing to commit to drop everything and become an interim director in the unlikely event of a Board spill, knowing that it is highly unlikely this will ever come to pass?
It is surely much easier to ask someone "Will you agree to serve as a director now?" than "Will you agree to serve as a director in an unspecified number of months, should some very unlikely event come to pass?".
For these reasons, I think that excusing NomCom from nominating interim directors is a better choice.
-- Malcolm Hutty | tel: +44 20 7645 3523<tel:%2B44%2020%207645%203523> Head of Public Affairs | Read the LINX Public Affairs blog London Internet Exchange | http://publicaffairs.linx.net/
London Internet Exchange Ltd 21-27 St Thomas Street, London SE1 9RY
Company Registered in England No. 3137929 Trinity Court, Trinity Street, Peterborough PE1 1DA
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I understand that there is need for expediency in seating what we’re referring to as the “interim” board, but I do not support the rush to proscribe who can seat members on the Board if we’re not having the companion conversation of making sure that that selection process is geared towards requiring a sufficient number of “independent” directors – as defined through the United States IRS regs governing not-for-profits. ICANN is obligated to make annual filings with the IRS; in those filings, it must identify the number of “independent” directors on its Board. There is IRS guidance that the Board should not be dominated by those who are not independent. There is IRS guidance that confirms that the IRS reviews whether organizations with 501c3 status have independent directors. While “independent” directors can – and sometimes do - come from the SO/AC appointment process, historically, the NomCom has been the source from which ICANN has met the independence requirement. We should take caution that we are not designing a process that could put ICANN’s 501c3 status at risk, or at minimum, does not operate in line with the governing body guidance given by the IRS. From: <accountability-cross-community-bounces@icann.org<mailto:accountability-cross-community-bounces@icann.org>> on behalf of James Gannon <james@cyberinvasion.net<mailto:james@cyberinvasion.net>> Date: Thursday, July 23, 2015 at 1:15 PM To: Thomas Rickert <rickert@anwaelte.de<mailto:rickert@anwaelte.de>>, Greg Shatan <gregshatanipc@gmail.com<mailto:gregshatanipc@gmail.com>> Cc: "wp1@icann.org<mailto:wp1@icann.org>" <wp1@icann.org<mailto:wp1@icann.org>>, "accountability-cross-community@icann.org<mailto:accountability-cross-community@icann.org>" <accountability-cross-community@icann.org<mailto:accountability-cross-community@icann.org>> Subject: Re: [CCWG-ACCT] [WP1] updated paper: Recall of the ICANN Board Ok I for one am getting confused I thought the suggestion was up to 2? I think we need a clear set of options to deliberate on. My suggestion to those options: Suggestion: The NomCom may choose to nominate up to 2 directors to the interim board at the same time as the directors from the SO/ACs are nominated. Reason: I don’t agree that we allow NomCom to appoint a full selection, the interim board should be small and should not be a full complement, that it a matter for the full replacement board, the interim board needs to be knowledgeable, agile and able to respond quickly to change in a time of crisis. -James Gannon From: accountability-cross-community-bounces@icann.org<mailto:accountability-cross-community-bounces@icann.org> [mailto:accountability-cross-community-bounces@icann.org] On Behalf Of Thomas Rickert Sent: Thursday, July 23, 2015 8:51 PM To: Greg Shatan Cc: wp1@icann.org<mailto:wp1@icann.org>; accountability-cross-community@icann.org<mailto:accountability-cross-community@icann.org> Subject: Re: [CCWG-ACCT] [WP1] updated paper: Recall of the ICANN Board I suggest we say NomCom shall not put up less than two. That should give enough flexibility to cover all wishes that were brought forward. Thomas ======== rickert.net<http://rickert.net> PS - Sent from my cell. Please excuse typos and brevity. Am 23.07.2015 um 20:41 schrieb Greg Shatan <gregshatanipc@gmail.com<mailto:gregshatanipc@gmail.com>>: I think this point has moved on a bit, based on the call earlier today. The NomCom will not be putting up alternates. I believe where we are now is that the NomCom will (in the event of a spill) put up at least two and possibly up to eight interim directors at that time. I'm not sure but they may have the option of not putting up directors at all, but I think that did not come out on top in the call. NomCom gets more good candidates than they nominate, so there is a pool from which to draw on, should the time ever come. I think this is right or close to it, but the next draft should clear this up. Greg On Thu, Jul 23, 2015 at 2:28 PM, Seun Ojedeji <seun.ojedeji@gmail.com<mailto:seun.ojedeji@gmail.com>> wrote: I agree with this as well, although I thought there was clear direction on this subject in Paris. Regards Sent from Google nexus 4 kindly excuse brevity and typos. On 23 Jul 2015 7:23 pm, "Cherine Chalaby" <cherine.chalaby@icann.org<mailto:cherine.chalaby@icann.org>> wrote: I agree. It does not make sense to ask NomCom to nominate alternates. Cherine On 23 Jul 2015, at 15:23, Marilyn Cade <marilynscade@hotmail.com<mailto:marilynscade@hotmail.com>> wrote: I agree with not asking the NomCom to put up alternates. Spilling the Board should be so exceptional and a smaller exe board should be able to then launch a process, which could result in both elections and in appointments. M
Date: Thu, 23 Jul 2015 12:13:13 +0100 From: malcolm@linx.net<mailto:malcolm@linx.net> To: jordan@internetnz.net.nz<mailto:jordan@internetnz.net.nz>; wp1@icann.org<mailto:wp1@icann.org>; accountability-cross-community@icann.org<mailto:accountability-cross-community@icann.org> Subject: Re: [CCWG-ACCT] [WP1] updated paper: Recall of the ICANN Board
On 23/07/2015 11:18, Jordan Carter wrote:
See my edits in the files beginning with 2015-07-23.
One comment: I thought the general view in Paris was that NomCom would not nominate members of an interim Board. I doubt the practicality of requiring it to do so.
That seems to have changed; perhaps I missed some discussion. Or misperceived the general view.
Requiring NomCom to put up alternates at the AGM creates the "people standing in the shadows waiting for a chance" that were mentioned as a prospect to be avoided, and was accepted as a reason for not requiring SOs and ACs to nominate alternates with every appointment.
Moreover, how will NomCom find people willing to commit to drop everything and become an interim director in the unlikely event of a Board spill, knowing that it is highly unlikely this will ever come to pass?
It is surely much easier to ask someone "Will you agree to serve as a director now?" than "Will you agree to serve as a director in an unspecified number of months, should some very unlikely event come to pass?".
For these reasons, I think that excusing NomCom from nominating interim directors is a better choice.
-- Malcolm Hutty | tel: +44 20 7645 3523<tel:%2B44%2020%207645%203523> Head of Public Affairs | Read the LINX Public Affairs blog London Internet Exchange | http://publicaffairs.linx.net/
London Internet Exchange Ltd 21-27 St Thomas Street, London SE1 9RY
Company Registered in England No. 3137929 Trinity Court, Trinity Street, Peterborough PE1 1DA
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I think the independence standards should be fairly easily satisfied unless ICANN has created an independence definition that is more rigorous than required. Also the IRS Regs are disclosure based and one could disclose a smaller number of independents and the rationale. I am aware of no circumstance in which 501c3 status has been put at risk for having for a very short period of time a smaller number of independent directors. Sent with Good (www.good.com) ________________________________ From: accountability-cross-community-bounces@icann.org on behalf of Samantha Eisner Sent: Thursday, July 23, 2015 04:15:37 PM To: James Gannon; Thomas Rickert; Greg Shatan Cc: wp1@icann.org; accountability-cross-community@icann.org Subject: Re: [CCWG-ACCT] [WP1] updated paper: Recall of the ICANN Board I understand that there is need for expediency in seating what we’re referring to as the “interim” board, but I do not support the rush to proscribe who can seat members on the Board if we’re not having the companion conversation of making sure that that selection process is geared towards requiring a sufficient number of “independent” directors – as defined through the United States IRS regs governing not-for-profits. ICANN is obligated to make annual filings with the IRS; in those filings, it must identify the number of “independent” directors on its Board. There is IRS guidance that the Board should not be dominated by those who are not independent. There is IRS guidance that confirms that the IRS reviews whether organizations with 501c3 status have independent directors. While “independent” directors can – and sometimes do - come from the SO/AC appointment process, historically, the NomCom has been the source from which ICANN has met the independence requirement. We should take caution that we are not designing a process that could put ICANN’s 501c3 status at risk, or at minimum, does not operate in line with the governing body guidance given by the IRS. From: <accountability-cross-community-bounces@icann.org<mailto:accountability-cross-community-bounces@icann.org>> on behalf of James Gannon <james@cyberinvasion.net<mailto:james@cyberinvasion.net>> Date: Thursday, July 23, 2015 at 1:15 PM To: Thomas Rickert <rickert@anwaelte.de<mailto:rickert@anwaelte.de>>, Greg Shatan <gregshatanipc@gmail.com<mailto:gregshatanipc@gmail.com>> Cc: "wp1@icann.org<mailto:wp1@icann.org>" <wp1@icann.org<mailto:wp1@icann.org>>, "accountability-cross-community@icann.org<mailto:accountability-cross-community@icann.org>" <accountability-cross-community@icann.org<mailto:accountability-cross-community@icann.org>> Subject: Re: [CCWG-ACCT] [WP1] updated paper: Recall of the ICANN Board Ok I for one am getting confused I thought the suggestion was up to 2? I think we need a clear set of options to deliberate on. My suggestion to those options: Suggestion: The NomCom may choose to nominate up to 2 directors to the interim board at the same time as the directors from the SO/ACs are nominated. Reason: I don’t agree that we allow NomCom to appoint a full selection, the interim board should be small and should not be a full complement, that it a matter for the full replacement board, the interim board needs to be knowledgeable, agile and able to respond quickly to change in a time of crisis. -James Gannon From: accountability-cross-community-bounces@icann.org<mailto:accountability-cross-community-bounces@icann.org> [mailto:accountability-cross-community-bounces@icann.org] On Behalf Of Thomas Rickert Sent: Thursday, July 23, 2015 8:51 PM To: Greg Shatan Cc: wp1@icann.org<mailto:wp1@icann.org>; accountability-cross-community@icann.org<mailto:accountability-cross-community@icann.org> Subject: Re: [CCWG-ACCT] [WP1] updated paper: Recall of the ICANN Board I suggest we say NomCom shall not put up less than two. That should give enough flexibility to cover all wishes that were brought forward. Thomas ======== rickert.net<https://urldefense.proofpoint.com/v2/url?u=http-3A__rickert.net&d=AwMF-g&c=O...> PS - Sent from my cell. Please excuse typos and brevity. Am 23.07.2015 um 20:41 schrieb Greg Shatan <gregshatanipc@gmail.com<mailto:gregshatanipc@gmail.com>>: I think this point has moved on a bit, based on the call earlier today. The NomCom will not be putting up alternates. I believe where we are now is that the NomCom will (in the event of a spill) put up at least two and possibly up to eight interim directors at that time. I'm not sure but they may have the option of not putting up directors at all, but I think that did not come out on top in the call. NomCom gets more good candidates than they nominate, so there is a pool from which to draw on, should the time ever come. I think this is right or close to it, but the next draft should clear this up. Greg On Thu, Jul 23, 2015 at 2:28 PM, Seun Ojedeji <seun.ojedeji@gmail.com<mailto:seun.ojedeji@gmail.com>> wrote: I agree with this as well, although I thought there was clear direction on this subject in Paris. Regards Sent from Google nexus 4 kindly excuse brevity and typos. On 23 Jul 2015 7:23 pm, "Cherine Chalaby" <cherine.chalaby@icann.org<mailto:cherine.chalaby@icann.org>> wrote: I agree. It does not make sense to ask NomCom to nominate alternates. Cherine On 23 Jul 2015, at 15:23, Marilyn Cade <marilynscade@hotmail.com<mailto:marilynscade@hotmail.com>> wrote: I agree with not asking the NomCom to put up alternates. Spilling the Board should be so exceptional and a smaller exe board should be able to then launch a process, which could result in both elections and in appointments. M
Date: Thu, 23 Jul 2015 12:13:13 +0100 From: malcolm@linx.net<mailto:malcolm@linx.net> To: jordan@internetnz.net.nz<mailto:jordan@internetnz.net.nz>; wp1@icann.org<mailto:wp1@icann.org>; accountability-cross-community@icann.org<mailto:accountability-cross-community@icann.org> Subject: Re: [CCWG-ACCT] [WP1] updated paper: Recall of the ICANN Board
On 23/07/2015 11:18, Jordan Carter wrote:
See my edits in the files beginning with 2015-07-23.
One comment: I thought the general view in Paris was that NomCom would not nominate members of an interim Board. I doubt the practicality of requiring it to do so.
That seems to have changed; perhaps I missed some discussion. Or misperceived the general view.
Requiring NomCom to put up alternates at the AGM creates the "people standing in the shadows waiting for a chance" that were mentioned as a prospect to be avoided, and was accepted as a reason for not requiring SOs and ACs to nominate alternates with every appointment.
Moreover, how will NomCom find people willing to commit to drop everything and become an interim director in the unlikely event of a Board spill, knowing that it is highly unlikely this will ever come to pass?
It is surely much easier to ask someone "Will you agree to serve as a director now?" than "Will you agree to serve as a director in an unspecified number of months, should some very unlikely event come to pass?".
For these reasons, I think that excusing NomCom from nominating interim directors is a better choice.
-- Malcolm Hutty | tel: +44 20 7645 3523<tel:%2B44%2020%207645%203523> Head of Public Affairs | Read the LINX Public Affairs blog London Internet Exchange | http://publicaffairs.linx.net/<https://urldefense.proofpoint.com/v2/url?u=http-3A__publicaffairs.linx.net_&d=AwMF-g&c=Od00qP2XTg0tXf_H69-T2w&r=1-1w8mU_eFprE2Nn9QnYf01XIV88MOwkXwHYEbF2Y_8&m=q4RppVVWcUeqUiq8_tgb8n4nY6DtKtfjSCNBn7ebkFA&s=_J9fyTh0pO0rT2Ii7r2Xl08fv9DPJ3U9bvzrjGqn5-o&e=>
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Company Registered in England No. 3137929 Trinity Court, Trinity Street, Peterborough PE1 1DA
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Sam, Input such as this would be well placed for WS2 when we set out the criteria for interim board member selection, we can ensure that we place such a requirement into the SOACs for interim Director Selection if we feel that we may run into board governance/balance issues even given Holly’s feedback below. -James From: Gregory, Holly [mailto:holly.gregory@sidley.com] Sent: Thursday, July 23, 2015 10:24 PM To: Samantha Eisner; James Gannon; Thomas Rickert; Greg Shatan Cc: wp1@icann.org; accountability-cross-community@icann.org Subject: RE: [CCWG-ACCT] [WP1] updated paper: Recall of the ICANN Board I think the independence standards should be fairly easily satisfied unless ICANN has created an independence definition that is more rigorous than required. Also the IRS Regs are disclosure based and one could disclose a smaller number of independents and the rationale. I am aware of no circumstance in which 501c3 status has been put at risk for having for a very short period of time a smaller number of independent directors. Sent with Good (www.good.com<http://www.good.com>) ________________________________ From: accountability-cross-community-bounces@icann.org<mailto:accountability-cross-community-bounces@icann.org> on behalf of Samantha Eisner Sent: Thursday, July 23, 2015 04:15:37 PM To: James Gannon; Thomas Rickert; Greg Shatan Cc: wp1@icann.org<mailto:wp1@icann.org>; accountability-cross-community@icann.org<mailto:accountability-cross-community@icann.org> Subject: Re: [CCWG-ACCT] [WP1] updated paper: Recall of the ICANN Board I understand that there is need for expediency in seating what we’re referring to as the “interim” board, but I do not support the rush to proscribe who can seat members on the Board if we’re not having the companion conversation of making sure that that selection process is geared towards requiring a sufficient number of “independent” directors – as defined through the United States IRS regs governing not-for-profits. ICANN is obligated to make annual filings with the IRS; in those filings, it must identify the number of “independent” directors on its Board. There is IRS guidance that the Board should not be dominated by those who are not independent. There is IRS guidance that confirms that the IRS reviews whether organizations with 501c3 status have independent directors. While “independent” directors can – and sometimes do - come from the SO/AC appointment process, historically, the NomCom has been the source from which ICANN has met the independence requirement. We should take caution that we are not designing a process that could put ICANN’s 501c3 status at risk, or at minimum, does not operate in line with the governing body guidance given by the IRS. From: <accountability-cross-community-bounces@icann.org<mailto:accountability-cross-community-bounces@icann.org>> on behalf of James Gannon <james@cyberinvasion.net<mailto:james@cyberinvasion.net>> Date: Thursday, July 23, 2015 at 1:15 PM To: Thomas Rickert <rickert@anwaelte.de<mailto:rickert@anwaelte.de>>, Greg Shatan <gregshatanipc@gmail.com<mailto:gregshatanipc@gmail.com>> Cc: "wp1@icann.org<mailto:wp1@icann.org>" <wp1@icann.org<mailto:wp1@icann.org>>, "accountability-cross-community@icann.org<mailto:accountability-cross-community@icann.org>" <accountability-cross-community@icann.org<mailto:accountability-cross-community@icann.org>> Subject: Re: [CCWG-ACCT] [WP1] updated paper: Recall of the ICANN Board Ok I for one am getting confused I thought the suggestion was up to 2? I think we need a clear set of options to deliberate on. My suggestion to those options: Suggestion: The NomCom may choose to nominate up to 2 directors to the interim board at the same time as the directors from the SO/ACs are nominated. Reason: I don’t agree that we allow NomCom to appoint a full selection, the interim board should be small and should not be a full complement, that it a matter for the full replacement board, the interim board needs to be knowledgeable, agile and able to respond quickly to change in a time of crisis. -James Gannon From: accountability-cross-community-bounces@icann.org<mailto:accountability-cross-community-bounces@icann.org> [mailto:accountability-cross-community-bounces@icann.org] On Behalf Of Thomas Rickert Sent: Thursday, July 23, 2015 8:51 PM To: Greg Shatan Cc: wp1@icann.org<mailto:wp1@icann.org>; accountability-cross-community@icann.org<mailto:accountability-cross-community@icann.org> Subject: Re: [CCWG-ACCT] [WP1] updated paper: Recall of the ICANN Board I suggest we say NomCom shall not put up less than two. That should give enough flexibility to cover all wishes that were brought forward. Thomas ======== rickert.net<https://urldefense.proofpoint.com/v2/url?u=http-3A__rickert.net&d=AwMF-g&c=O...> PS - Sent from my cell. Please excuse typos and brevity. Am 23.07.2015 um 20:41 schrieb Greg Shatan <gregshatanipc@gmail.com<mailto:gregshatanipc@gmail.com>>: I think this point has moved on a bit, based on the call earlier today. The NomCom will not be putting up alternates. I believe where we are now is that the NomCom will (in the event of a spill) put up at least two and possibly up to eight interim directors at that time. I'm not sure but they may have the option of not putting up directors at all, but I think that did not come out on top in the call. NomCom gets more good candidates than they nominate, so there is a pool from which to draw on, should the time ever come. I think this is right or close to it, but the next draft should clear this up. Greg On Thu, Jul 23, 2015 at 2:28 PM, Seun Ojedeji <seun.ojedeji@gmail.com<mailto:seun.ojedeji@gmail.com>> wrote: I agree with this as well, although I thought there was clear direction on this subject in Paris. Regards Sent from Google nexus 4 kindly excuse brevity and typos. On 23 Jul 2015 7:23 pm, "Cherine Chalaby" <cherine.chalaby@icann.org<mailto:cherine.chalaby@icann.org>> wrote: I agree. It does not make sense to ask NomCom to nominate alternates. Cherine On 23 Jul 2015, at 15:23, Marilyn Cade <marilynscade@hotmail.com<mailto:marilynscade@hotmail.com>> wrote: I agree with not asking the NomCom to put up alternates. Spilling the Board should be so exceptional and a smaller exe board should be able to then launch a process, which could result in both elections and in appointments. M
Date: Thu, 23 Jul 2015 12:13:13 +0100 From: malcolm@linx.net<mailto:malcolm@linx.net> To: jordan@internetnz.net.nz<mailto:jordan@internetnz.net.nz>; wp1@icann.org<mailto:wp1@icann.org>; accountability-cross-community@icann.org<mailto:accountability-cross-community@icann.org> Subject: Re: [CCWG-ACCT] [WP1] updated paper: Recall of the ICANN Board
On 23/07/2015 11:18, Jordan Carter wrote:
See my edits in the files beginning with 2015-07-23.
One comment: I thought the general view in Paris was that NomCom would not nominate members of an interim Board. I doubt the practicality of requiring it to do so.
That seems to have changed; perhaps I missed some discussion. Or misperceived the general view.
Requiring NomCom to put up alternates at the AGM creates the "people standing in the shadows waiting for a chance" that were mentioned as a prospect to be avoided, and was accepted as a reason for not requiring SOs and ACs to nominate alternates with every appointment.
Moreover, how will NomCom find people willing to commit to drop everything and become an interim director in the unlikely event of a Board spill, knowing that it is highly unlikely this will ever come to pass?
It is surely much easier to ask someone "Will you agree to serve as a director now?" than "Will you agree to serve as a director in an unspecified number of months, should some very unlikely event come to pass?".
For these reasons, I think that excusing NomCom from nominating interim directors is a better choice.
-- Malcolm Hutty | tel: +44 20 7645 3523<tel:%2B44%2020%207645%203523> Head of Public Affairs | Read the LINX Public Affairs blog London Internet Exchange | http://publicaffairs.linx.net/<https://urldefense.proofpoint.com/v2/url?u=http-3A__publicaffairs.linx.net_&d=AwMF-g&c=Od00qP2XTg0tXf_H69-T2w&r=1-1w8mU_eFprE2Nn9QnYf01XIV88MOwkXwHYEbF2Y_8&m=q4RppVVWcUeqUiq8_tgb8n4nY6DtKtfjSCNBn7ebkFA&s=_J9fyTh0pO0rT2Ii7r2Xl08fv9DPJ3U9bvzrjGqn5-o&e=>
London Internet Exchange Ltd 21-27 St Thomas Street, London SE1 9RY
Company Registered in England No. 3137929 Trinity Court, Trinity Street, Peterborough PE1 1DA
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I wanted to follow up on the exchange from last week on this issue. While we are working on accountability issues in this group, one of the areas that we should make sure we are addressing appropriately is the governance structure of the board work at ICANN. ICANN has a very healthy track record of striving for excellence is in the governance structure of our Board. Board decisions are carefully made, and decisions are published with detailed minutes and rationales supporting each decision. Conflict of Interest rules are carefully followed and discussed within that record of the meetings. The Enhancing ICANN Accountability process should not change that. The ICANN community – well before the 2008 IRS guidelines were issued – focused on having a substantial number of its voting directors as independent. For more than a decade ICANN’s Nominating Committee has sought to consider independence of directors as part of its consideration in selection. Annually it has long received briefings from the General Counsel on the issue of independence, as well as ICANN’s practices in identifying conflicts of interest in the Boardroom. A sample of the presentation accompanying that briefing is attached. After discussion with the community, ICANN’s conflicts of interest practices were strengthened in 2012. The community has never accepted that only a minimum standard of governance should be what ICANN strives for, but that we should have excellent standards in this regard. As we all work to continue on the path to strengthening ICANN’s accountability, it is important that we do not do anything to weaken our governance practices. If there is ever a time when making sure that independence of a Board member is considered, it is at the crisis point that ICANN would be at if a Board recall ever happened. At that time, ICANN would need to take affirmative steps to insure that institutional confidence remained in the organization, and it would be very important to consider the legitimacy and stability of the organization, including demonstrating that the Board is populated with a substantial number of directors who are able to act without conflict of interest, or not seen as “insiders” seated under emergency circumstances. Holding ICANN to a higher governance standard should not be seen as a weakness, but a sign of strength. It can be seen as a tool to demand higher accountability. This has been part of the Enhancing ICANN Accountability conversation on many fronts. For example, while the law might allow for removal of a community-appointed director because, as one participant on this list said “we’re just not that into you”, how does that help ensure that ICANN directors perform their duties without concerns of their own self-interest in retaining their position? Will that demonstrate stability to the global Internet community watching ICANN as a model of multistakeholderism? That has served as part of the call by some for objective standards to precede removal, so that we can help demonstrate that ICANN is comprised not only of people who take into account the views of those who seated them, but also the broader, global interest that directors are required to serve. Making sure that we don’t take steps to minimize the independent voices on our Board – even if for just a short time – is another way to help insist that ICANN remains ahead of the curve. I disagree that imposing a requirement for independence of (at least a substantial number) of the “caretaker” board can be held off to WS2. From: James Gannon <james@cyberinvasion.net<mailto:james@cyberinvasion.net>> Date: Thursday, July 23, 2015 at 3:24 PM To: "Gregory, Holly" <holly.gregory@sidley.com<mailto:holly.gregory@sidley.com>>, Samantha Eisner <samantha.eisner@icann.org<mailto:samantha.eisner@icann.org>>, Thomas Rickert <rickert@anwaelte.de<mailto:rickert@anwaelte.de>>, Greg Shatan <gregshatanipc@gmail.com<mailto:gregshatanipc@gmail.com>> Cc: "wp1@icann.org<mailto:wp1@icann.org>" <wp1@icann.org<mailto:wp1@icann.org>>, "accountability-cross-community@icann.org<mailto:accountability-cross-community@icann.org>" <accountability-cross-community@icann.org<mailto:accountability-cross-community@icann.org>> Subject: RE: [CCWG-ACCT] [WP1] updated paper: Recall of the ICANN Board Sam, Input such as this would be well placed for WS2 when we set out the criteria for interim board member selection, we can ensure that we place such a requirement into the SOACs for interim Director Selection if we feel that we may run into board governance/balance issues even given Holly’s feedback below. -James From: Gregory, Holly [mailto:holly.gregory@sidley.com] Sent: Thursday, July 23, 2015 10:24 PM To: Samantha Eisner; James Gannon; Thomas Rickert; Greg Shatan Cc: wp1@icann.org<mailto:wp1@icann.org>; accountability-cross-community@icann.org<mailto:accountability-cross-community@icann.org> Subject: RE: [CCWG-ACCT] [WP1] updated paper: Recall of the ICANN Board I think the independence standards should be fairly easily satisfied unless ICANN has created an independence definition that is more rigorous than required. Also the IRS Regs are disclosure based and one could disclose a smaller number of independents and the rationale. I am aware of no circumstance in which 501c3 status has been put at risk for having for a very short period of time a smaller number of independent directors. Sent with Good (www.good.com<http://www.good.com>) ________________________________ From:accountability-cross-community-bounces@icann.org<mailto:accountability-cross-community-bounces@icann.org> on behalf of Samantha Eisner Sent: Thursday, July 23, 2015 04:15:37 PM To: James Gannon; Thomas Rickert; Greg Shatan Cc: wp1@icann.org<mailto:wp1@icann.org>; accountability-cross-community@icann.org<mailto:accountability-cross-community@icann.org> Subject: Re: [CCWG-ACCT] [WP1] updated paper: Recall of the ICANN Board I understand that there is need for expediency in seating what we’re referring to as the “interim” board, but I do not support the rush to proscribe who can seat members on the Board if we’re not having the companion conversation of making sure that that selection process is geared towards requiring a sufficient number of “independent” directors – as defined through the United States IRS regs governing not-for-profits. ICANN is obligated to make annual filings with the IRS; in those filings, it must identify the number of “independent” directors on its Board. There is IRS guidance that the Board should not be dominated by those who are not independent. There is IRS guidance that confirms that the IRS reviews whether organizations with 501c3 status have independent directors. While “independent” directors can – and sometimes do - come from the SO/AC appointment process, historically, the NomCom has been the source from which ICANN has met the independence requirement. We should take caution that we are not designing a process that could put ICANN’s 501c3 status at risk, or at minimum, does not operate in line with the governing body guidance given by the IRS. From: <accountability-cross-community-bounces@icann.org<mailto:accountability-cross-community-bounces@icann.org>> on behalf of James Gannon <james@cyberinvasion.net<mailto:james@cyberinvasion.net>> Date: Thursday, July 23, 2015 at 1:15 PM To: Thomas Rickert <rickert@anwaelte.de<mailto:rickert@anwaelte.de>>, Greg Shatan <gregshatanipc@gmail.com<mailto:gregshatanipc@gmail.com>> Cc: "wp1@icann.org<mailto:wp1@icann.org>" <wp1@icann.org<mailto:wp1@icann.org>>, "accountability-cross-community@icann.org<mailto:accountability-cross-community@icann.org>" <accountability-cross-community@icann.org<mailto:accountability-cross-community@icann.org>> Subject: Re: [CCWG-ACCT] [WP1] updated paper: Recall of the ICANN Board Ok I for one am getting confused I thought the suggestion was up to 2? I think we need a clear set of options to deliberate on. My suggestion to those options: Suggestion: The NomCom may choose to nominate up to 2 directors to the interim board at the same time as the directors from the SO/ACs are nominated. Reason: I don’t agree that we allow NomCom to appoint a full selection, the interim board should be small and should not be a full complement, that it a matter for the full replacement board, the interim board needs to be knowledgeable, agile and able to respond quickly to change in a time of crisis. -James Gannon From:accountability-cross-community-bounces@icann.org<mailto:accountability-cross-community-bounces@icann.org> [mailto:accountability-cross-community-bounces@icann.org] On Behalf Of Thomas Rickert Sent: Thursday, July 23, 2015 8:51 PM To: Greg Shatan Cc: wp1@icann.org<mailto:wp1@icann.org>; accountability-cross-community@icann.org<mailto:accountability-cross-community@icann.org> Subject: Re: [CCWG-ACCT] [WP1] updated paper: Recall of the ICANN Board I suggest we say NomCom shall not put up less than two. That should give enough flexibility to cover all wishes that were brought forward. Thomas ======== rickert.net<https://urldefense.proofpoint.com/v2/url?u=http-3A__rickert.net&d=AwMF-g&c=O...> PS - Sent from my cell. Please excuse typos and brevity. Am 23.07.2015 um 20:41 schrieb Greg Shatan <gregshatanipc@gmail.com<mailto:gregshatanipc@gmail.com>>: I think this point has moved on a bit, based on the call earlier today. The NomCom will not be putting up alternates. I believe where we are now is that the NomCom will (in the event of a spill) put up at least two and possibly up to eight interim directors at that time. I'm not sure but they may have the option of not putting up directors at all, but I think that did not come out on top in the call. NomCom gets more good candidates than they nominate, so there is a pool from which to draw on, should the time ever come. I think this is right or close to it, but the next draft should clear this up. Greg On Thu, Jul 23, 2015 at 2:28 PM, Seun Ojedeji <seun.ojedeji@gmail.com<mailto:seun.ojedeji@gmail.com>> wrote: I agree with this as well, although I thought there was clear direction on this subject in Paris. Regards Sent from Google nexus 4 kindly excuse brevity and typos. On 23 Jul 2015 7:23 pm, "Cherine Chalaby" <cherine.chalaby@icann.org<mailto:cherine.chalaby@icann.org>> wrote: I agree. It does not make sense to ask NomCom to nominate alternates. Cherine On 23 Jul 2015, at 15:23, Marilyn Cade <marilynscade@hotmail.com<mailto:marilynscade@hotmail.com>> wrote: I agree with not asking the NomCom to put up alternates. Spilling the Board should be so exceptional and a smaller exe board should be able to then launch a process, which could result in both elections and in appointments. M
Date: Thu, 23 Jul 2015 12:13:13 +0100 From: malcolm@linx.net<mailto:malcolm@linx.net> To: jordan@internetnz.net.nz<mailto:jordan@internetnz.net.nz>; wp1@icann.org<mailto:wp1@icann.org>; accountability-cross-community@icann.org<mailto:accountability-cross-community@icann.org> Subject: Re: [CCWG-ACCT] [WP1] updated paper: Recall of the ICANN Board
On 23/07/2015 11:18, Jordan Carter wrote:
See my edits in the files beginning with 2015-07-23.
One comment: I thought the general view in Paris was that NomCom would not nominate members of an interim Board. I doubt the practicality of requiring it to do so.
That seems to have changed; perhaps I missed some discussion. Or misperceived the general view.
Requiring NomCom to put up alternates at the AGM creates the "people standing in the shadows waiting for a chance" that were mentioned as a prospect to be avoided, and was accepted as a reason for not requiring SOs and ACs to nominate alternates with every appointment.
Moreover, how will NomCom find people willing to commit to drop everything and become an interim director in the unlikely event of a Board spill, knowing that it is highly unlikely this will ever come to pass?
It is surely much easier to ask someone "Will you agree to serve as a director now?" than "Will you agree to serve as a director in an unspecified number of months, should some very unlikely event come to pass?".
For these reasons, I think that excusing NomCom from nominating interim directors is a better choice.
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Dear Samantha, Thanks for this thoughtful reflection. I would however disagree in that, as in any organization or corporation, those Board Members that would have a conflict of interest with regards to any given issue, can and must abstain from taking part on that given issue. I would therefore think that in the same way conflict of interest situations are handled today, there wouldn’t be any change on this, even for a caretaker board, as a consequence of the work we’re doing. So far, taking into account the comments on this topic, I would think that the way we are structuring things would definitely not have a negative impact either on the IRS status of ICANN as a non-profit organization nor in its Board Member’s independence with regards to conflict of interest. For this, I, as others in this list, would continue to suggest that we further flesh this issue as part of WS2. Best regards, León
El 28/07/2015, a las 14:00, Samantha Eisner <Samantha.Eisner@icann.org> escribió:
I wanted to follow up on the exchange from last week on this issue. While we are working on accountability issues in this group, one of the areas that we should make sure we are addressing appropriately is the governance structure of the board work at ICANN. ICANN has a very healthy track record of striving for excellence is in the governance structure of our Board. Board decisions are carefully made, and decisions are published with detailed minutes and rationales supporting each decision. Conflict of Interest rules are carefully followed and discussed within that record of the meetings. The Enhancing ICANN Accountability process should not change that.
The ICANN community – well before the 2008 IRS guidelines were issued – focused on having a substantial number of its voting directors as independent. For more than a decade ICANN’s Nominating Committee has sought to consider independence of directors as part of its consideration in selection. Annually it has long received briefings from the General Counsel on the issue of independence, as well as ICANN’s practices in identifying conflicts of interest in the Boardroom. A sample of the presentation accompanying that briefing is attached. After discussion with the community, ICANN’s conflicts of interest practices were strengthened in 2012. The community has never accepted that only a minimum standard of governance should be what ICANN strives for, but that we should have excellent standards in this regard. As we all work to continue on the path to strengthening ICANN’s accountability, it is important that we do not do anything to weaken our governance practices.
If there is ever a time when making sure that independence of a Board member is considered, it is at the crisis point that ICANN would be at if a Board recall ever happened. At that time, ICANN would need to take affirmative steps to insure that institutional confidence remained in the organization, and it would be very important to consider the legitimacy and stability of the organization, including demonstrating that the Board is populated with a substantial number of directors who are able to act without conflict of interest, or not seen as “insiders” seated under emergency circumstances.
Holding ICANN to a higher governance standard should not be seen as a weakness, but a sign of strength. It can be seen as a tool to demand higher accountability. This has been part of the Enhancing ICANN Accountability conversation on many fronts. For example, while the law might allow for removal of a community-appointed director because, as one participant on this list said “we’re just not that into you”, how does that help ensure that ICANN directors perform their duties without concerns of their own self-interest in retaining their position? Will that demonstrate stability to the global Internet community watching ICANN as a model of multistakeholderism? That has served as part of the call by some for objective standards to precede removal, so that we can help demonstrate that ICANN is comprised not only of people who take into account the views of those who seated them, but also the broader, global interest that directors are required to serve. Making sure that we don’t take steps to minimize the independent voices on our Board – even if for just a short time – is another way to help insist that ICANN remains ahead of the curve.
I disagree that imposing a requirement for independence of (at least a substantial number) of the “caretaker” board can be held off to WS2.
From: James Gannon <james@cyberinvasion.net <mailto:james@cyberinvasion.net>> Date: Thursday, July 23, 2015 at 3:24 PM To: "Gregory, Holly" <holly.gregory@sidley.com <mailto:holly.gregory@sidley.com>>, Samantha Eisner <samantha.eisner@icann.org <mailto:samantha.eisner@icann.org>>, Thomas Rickert <rickert@anwaelte.de <mailto:rickert@anwaelte.de>>, Greg Shatan <gregshatanipc@gmail.com <mailto:gregshatanipc@gmail.com>> Cc: "wp1@icann.org <mailto:wp1@icann.org>" <wp1@icann.org <mailto:wp1@icann.org>>, "accountability-cross-community@icann.org <mailto:accountability-cross-community@icann.org>" <accountability-cross-community@icann.org <mailto:accountability-cross-community@icann.org>> Subject: RE: [CCWG-ACCT] [WP1] updated paper: Recall of the ICANN Board
Sam,
Input such as this would be well placed for WS2 when we set out the criteria for interim board member selection, we can ensure that we place such a requirement into the SOACs for interim Director Selection if we feel that we may run into board governance/balance issues even given Holly’s feedback below.
-James
From: Gregory, Holly [mailto:holly.gregory@sidley.com <mailto:holly.gregory@sidley.com>] Sent: Thursday, July 23, 2015 10:24 PM To: Samantha Eisner; James Gannon; Thomas Rickert; Greg Shatan Cc: wp1@icann.org <mailto:wp1@icann.org>; accountability-cross-community@icann.org <mailto:accountability-cross-community@icann.org> Subject: RE: [CCWG-ACCT] [WP1] updated paper: Recall of the ICANN Board
I think the independence standards should be fairly easily satisfied unless ICANN has created an independence definition that is more rigorous than required. Also the IRS Regs are disclosure based and one could disclose a smaller number of independents and the rationale. I am aware of no circumstance in which 501c3 status has been put at risk for having for a very short period of time a smaller number of independent directors.
Sent with Good (www.good.com <http://www.good.com/>)
From:accountability-cross-community-bounces@icann.org <mailto:accountability-cross-community-bounces@icann.org> on behalf of Samantha Eisner Sent: Thursday, July 23, 2015 04:15:37 PM To: James Gannon; Thomas Rickert; Greg Shatan Cc: wp1@icann.org <mailto:wp1@icann.org>; accountability-cross-community@icann.org <mailto:accountability-cross-community@icann.org> Subject: Re: [CCWG-ACCT] [WP1] updated paper: Recall of the ICANN Board
I understand that there is need for expediency in seating what we’re referring to as the “interim” board, but I do not support the rush to proscribe who can seat members on the Board if we’re not having the companion conversation of making sure that that selection process is geared towards requiring a sufficient number of “independent” directors – as defined through the United States IRS regs governing not-for-profits. ICANN is obligated to make annual filings with the IRS; in those filings, it must identify the number of “independent” directors on its Board. There is IRS guidance that the Board should not be dominated by those who are not independent. There is IRS guidance that confirms that the IRS reviews whether organizations with 501c3 status have independent directors. While “independent” directors can – and sometimes do - come from the SO/AC appointment process, historically, the NomCom has been the source from which ICANN has met the independence requirement. We should take caution that we are not designing a process that could put ICANN’s 501c3 status at risk, or at minimum, does not operate in line with the governing body guidance given by the IRS.
From: <accountability-cross-community-bounces@icann.org <mailto:accountability-cross-community-bounces@icann.org>> on behalf of James Gannon <james@cyberinvasion.net <mailto:james@cyberinvasion.net>> Date: Thursday, July 23, 2015 at 1:15 PM To: Thomas Rickert <rickert@anwaelte.de <mailto:rickert@anwaelte.de>>, Greg Shatan <gregshatanipc@gmail.com <mailto:gregshatanipc@gmail.com>> Cc: "wp1@icann.org <mailto:wp1@icann.org>" <wp1@icann.org <mailto:wp1@icann.org>>, "accountability-cross-community@icann.org <mailto:accountability-cross-community@icann.org>" <accountability-cross-community@icann.org <mailto:accountability-cross-community@icann.org>> Subject: Re: [CCWG-ACCT] [WP1] updated paper: Recall of the ICANN Board
Ok I for one am getting confused I thought the suggestion was up to 2?
I think we need a clear set of options to deliberate on.
My suggestion to those options:
Suggestion: The NomCom may choose to nominate up to 2 directors to the interim board at the same time as the directors from the SO/ACs are nominated.
Reason: I don’t agree that we allow NomCom to appoint a full selection, the interim board should be small and should not be a full complement, that it a matter for the full replacement board, the interim board needs to be knowledgeable, agile and able to respond quickly to change in a time of crisis.
-James Gannon
From: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>] On Behalf Of Thomas Rickert Sent: Thursday, July 23, 2015 8:51 PM To: Greg Shatan Cc: wp1@icann.org <mailto:wp1@icann.org>; accountability-cross-community@icann.org <mailto:accountability-cross-community@icann.org> Subject: Re: [CCWG-ACCT] [WP1] updated paper: Recall of the ICANN Board
I suggest we say NomCom shall not put up less than two.
That should give enough flexibility to cover all wishes that were brought forward.
Thomas
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PS - Sent from my cell. Please excuse typos and brevity.
Am 23.07.2015 um 20:41 schrieb Greg Shatan <gregshatanipc@gmail.com <mailto:gregshatanipc@gmail.com>>:
I think this point has moved on a bit, based on the call earlier today. The NomCom will not be putting up alternates. I believe where we are now is that the NomCom will (in the event of a spill) put up at least two and possibly up to eight interim directors at that time. I'm not sure but they may have the option of not putting up directors at all, but I think that did not come out on top in the call.
NomCom gets more good candidates than they nominate, so there is a pool from which to draw on, should the time ever come.
I think this is right or close to it, but the next draft should clear this up.
Greg
On Thu, Jul 23, 2015 at 2:28 PM, Seun Ojedeji <seun.ojedeji@gmail.com <mailto:seun.ojedeji@gmail.com>> wrote:
I agree with this as well, although I thought there was clear direction on this subject in Paris.
Regards
Sent from Google nexus 4 kindly excuse brevity and typos.
On 23 Jul 2015 7:23 pm, "Cherine Chalaby" <cherine.chalaby@icann.org <mailto:cherine.chalaby@icann.org>> wrote:
I agree. It does not make sense to ask NomCom to nominate alternates. Cherine
On 23 Jul 2015, at 15:23, Marilyn Cade <marilynscade@hotmail.com <mailto:marilynscade@hotmail.com>> wrote:
I agree with not asking the NomCom to put up alternates. Spilling the Board should be so exceptional and a smaller exe board should be able to then launch a process, which could result in both elections and in appointments. M
Date: Thu, 23 Jul 2015 12:13:13 +0100 From: malcolm@linx.net <mailto:malcolm@linx.net> To: jordan@internetnz.net.nz <mailto:jordan@internetnz.net.nz>; wp1@icann.org <mailto:wp1@icann.org>; accountability-cross-community@icann.org <mailto:accountability-cross-community@icann.org> Subject: Re: [CCWG-ACCT] [WP1] updated paper: Recall of the ICANN Board
On 23/07/2015 11:18, Jordan Carter wrote: > See my edits in the files beginning with 2015-07-23.
One comment: I thought the general view in Paris was that NomCom would not nominate members of an interim Board. I doubt the practicality of requiring it to do so.
That seems to have changed; perhaps I missed some discussion. Or misperceived the general view.
Requiring NomCom to put up alternates at the AGM creates the "people standing in the shadows waiting for a chance" that were mentioned as a prospect to be avoided, and was accepted as a reason for not requiring SOs and ACs to nominate alternates with every appointment.
Moreover, how will NomCom find people willing to commit to drop everything and become an interim director in the unlikely event of a Board spill, knowing that it is highly unlikely this will ever come to pass?
It is surely much easier to ask someone "Will you agree to serve as a director now?" than "Will you agree to serve as a director in an unspecified number of months, should some very unlikely event come to pass?".
For these reasons, I think that excusing NomCom from nominating interim directors is a better choice.
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How can we do that? At any given time, they may not have an Board names in reserve. Alan At 23/07/2015 03:50 PM, Thomas Rickert wrote:
I suggest we say NomCom shall not put up less than two.
That should give enough flexibility to cover all wishes that were brought forward.
Thomas
======== <http://rickert.net>rickert.net
PS - Sent from my cell. Please excuse typos and brevity.
Am 23.07.2015 um 20:41 schrieb Greg Shatan <<mailto:gregshatanipc@gmail.com>gregshatanipc@gmail.com>:
I think this point has moved on a bit, based on the call earlier today. The NomCom will not be putting up alternates. I believe where we are now is that the NomCom will (in the event of a spill) put up at least two and possibly up to eight interim directors at that time. I'm not sure but they may have the option of not putting up directors at all, but I think that did not come out on top in the call.
NomCom gets more good candidates than they nominate, so there is a pool from which to draw on, should the time ever come.
I think this is right or close to it, but the next draft should clear this up.
Greg
On Thu, Jul 23, 2015 at 2:28 PM, Seun Ojedeji <<mailto:seun.ojedeji@gmail.com>seun.ojedeji@gmail.com> wrote:
I agree with this as well, although I thought there was clear direction on this subject in Paris.
Regards
Sent from Google nexus 4 kindly excuse brevity and typos. On 23 Jul 2015 7:23 pm, "Cherine Chalaby" <<mailto:cherine.chalaby@icann.org>cherine.chalaby@icann.org> wrote: I agree. It does not make sense to ask NomCom to nominate alternates. Cherine
On 23 Jul 2015, at 15:23, Marilyn Cade <<mailto:marilynscade@hotmail.com>marilynscade@hotmail.com> wrote:
I agree with not asking the NomCom to put up alternates. Spilling the Board should be so exceptional and a smaller exe board should be able to then launch a process, which could result in both elections and in appointments. M
Date: Thu, 23 Jul 2015 12:13:13 +0100 From: <mailto:malcolm@linx.net>malcolm@linx.net To: <mailto:jordan@internetnz.net.nz>jordan@internetnz.net.nz; <mailto:wp1@icann.org>wp1@icann.org; <mailto:accountability-cross-community@icann.org>accountability-cross-community@icann.org Subject: Re: [CCWG-ACCT] [WP1] updated paper: Recall of the ICANN Board
On 23/07/2015 11:18, Jordan Carter wrote:
See my edits in the files beginning with 2015-07-23.
One comment: I thought the general view in Paris was that NomCom would not nominate members of an interim Board. I doubt the practicality of requiring it to do so.
That seems to have changed; perhaps I missed some discussion. Or misperceived the general view.
Requiring NomCom to put up alternates at the AGM creates the "people standing in the shadows waiting for a chance" that were mentioned as a prospect to be avoided, and was accepted as a reason for not requiring SOs and ACs to nominate alternates with every appointment.
Moreover, how will NomCom find people willing to commit to drop everything and become an interim director in the unlikely event of a Board spill, knowing that it is highly unlikely this will ever come to pass?
It is surely much easier to ask someone "Will you agree to serve as a director now?" than "Will you agree to serve as a director in an unspecified number of months, should some very unlikely event come to pass?".
For these reasons, I think that excusing NomCom from nominating interim directors is a better choice.
-- Malcolm Hutty | tel: <tel:%2B44%2020%207645%203523>+44 20 7645 3523 Head of Public Affairs | Read the LINX Public Affairs blog London Internet Exchange | <http://publicaffairs.linx.net/>http://publicaffairs.linx.net/
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Hi Alan, _should_ was meant to indicate it is not mandatory. We could specify that the NomCom, should it have qualified candidates available, put up at least two Board members. Let others do the wordsmithing. Idea being: - NomCom is not forced to provide candidates if they do not have any - if they have some, they should give at least two, max 8 I am glad Holly responded to Sam's concern. Are we good to go? Thomas --- rickert.net
Am 23.07.2015 um 23:26 schrieb Alan Greenberg <alan.greenberg@mcgill.ca>:
How can we do that? At any given time, they may not have an Board names in reserve. Alan
At 23/07/2015 03:50 PM, Thomas Rickert wrote:
I suggest we say NomCom shall not put up less than two.
That should give enough flexibility to cover all wishes that were brought forward.
Thomas
======== rickert.net
PS - Sent from my cell. Please excuse typos and brevity.
Am 23.07.2015 um 20:41 schrieb Greg Shatan <gregshatanipc@gmail.com >:
I think this point has moved on a bit, based on the call earlier today. The NomCom will not be putting up alternates. I believe where we are now is that the NomCom will (in the event of a spill) put up at least two and possibly up to eight interim directors at that time. I'm not sure but they may have the option of not putting up directors at all, but I think that did not come out on top in the call.
NomCom gets more good candidates than they nominate, so there is a pool from which to draw on, should the time ever come.
I think this is right or close to it, but the next draft should clear this up.
Greg
On Thu, Jul 23, 2015 at 2:28 PM, Seun Ojedeji <seun.ojedeji@gmail.com > wrote:
I agree with this as well, although I thought there was clear direction on this subject in Paris.
Regards
Sent from Google nexus 4 kindly excuse brevity and typos. On 23 Jul 2015 7:23 pm, "Cherine Chalaby" < cherine.chalaby@icann.org> wrote: I agree. It does not make sense to ask NomCom to nominate alternates. Cherine
On 23 Jul 2015, at 15:23, Marilyn Cade <marilynscade@hotmail.com > wrote:
I agree with not asking the NomCom to put up alternates. Spilling the Board should be so exceptional and a smaller exe board should be able to then launch a process, which could result in both elections and in appointments. M
Date: Thu, 23 Jul 2015 12:13:13 +0100 From: malcolm@linx.net To: jordan@internetnz.net.nz; wp1@icann.org; accountability-cross-community@icann.org Subject: Re: [CCWG-ACCT] [WP1] updated paper: Recall of the ICANN Board
On 23/07/2015 11:18, Jordan Carter wrote:
See my edits in the files beginning with 2015-07-23.
One comment: I thought the general view in Paris was that NomCom would not nominate members of an interim Board. I doubt the practicality of requiring it to do so.
That seems to have changed; perhaps I missed some discussion. Or misperceived the general view.
Requiring NomCom to put up alternates at the AGM creates the "people standing in the shadows waiting for a chance" that were mentioned as a prospect to be avoided, and was accepted as a reason for not requiring SOs and ACs to nominate alternates with every appointment.
Moreover, how will NomCom find people willing to commit to drop everything and become an interim director in the unlikely event of a Board spill, knowing that it is highly unlikely this will ever come to pass?
It is surely much easier to ask someone "Will you agree to serve as a director now?" than "Will you agree to serve as a director in an unspecified number of months, should some very unlikely event come to pass?".
For these reasons, I think that excusing NomCom from nominating interim directors is a better choice.
-- Malcolm Hutty | tel: +44 20 7645 3523 Head of Public Affairs | Read the LINX Public Affairs blog London Internet Exchange | http://publicaffairs.linx.net/
London Internet Exchange Ltd 21-27 St Thomas Street, London SE1 9RY
Company Registered in England No. 3137929 Trinity Court, Trinity Street, Peterborough PE1 1DA
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I would like to see the actual text before agreeing that we are good to go. Specifically, if the NomCom identifies their"interim" members before the vote, they are identifying candidates who they are prepared to name, but who will not be Board members if the recall fails. I suspect that may be counter to how they normally treat NomCom candidatures. Alan At 24/07/2015 12:24 AM, Thomas Rickert wrote:
Hi Alan,
_should_ was meant to indicate it is not mandatory. We could specify that the NomCom, should it have qualified candidates available, put up at least two Board members. Let others do the wordsmithing.
Idea being: - NomCom is not forced to provide candidates if they do not have any - if they have some, they should give at least two, max 8
I am glad Holly responded to Sam's concern.
Are we good to go?
Thomas
--- <http://rickert.net>rickert.net
Am 23.07.2015 um 23:26 schrieb Alan Greenberg <<mailto:alan.greenberg@mcgill.ca>alan.greenberg@mcgill.ca>:
How can we do that? At any given time, they may not have an Board names in reserve. Alan
At 23/07/2015 03:50 PM, Thomas Rickert wrote:
I suggest we say NomCom shall not put up less than two.
That should give enough flexibility to cover all wishes that were brought forward.
Thomas
======== <http://rickert.net>rickert.net
PS - Sent from my cell. Please excuse typos and brevity.
Am 23.07.2015 um 20:41 schrieb Greg Shatan <<mailto:gregshatanipc@gmail.com>gregshatanipc@gmail.com >:
I think this point has moved on a bit, based on the call earlier today. The NomCom will not be putting up alternates. I believe where we are now is that the NomCom will (in the event of a spill) put up at least two and possibly up to eight interim directors at that time. I'm not sure but they may have the option of not putting up directors at all, but I think that did not come out on top in the call.
NomCom gets more good candidates than they nominate, so there is a pool from which to draw on, should the time ever come.
I think this is right or close to it, but the next draft should clear this up.
Greg
On Thu, Jul 23, 2015 at 2:28 PM, Seun Ojedeji <<mailto:seun.ojedeji@gmail.com>seun.ojedeji@gmail.com > wrote: I agree with this as well, although I thought there was clear direction on this subject in Paris. Regards Sent from Google nexus 4 kindly excuse brevity and typos. On 23 Jul 2015 7:23 pm, "Cherine Chalaby" <<mailto:cherine.chalaby@icann.org> cherine.chalaby@icann.org> wrote: I agree. It does not make sense to ask NomCom to nominate alternates. Cherine
On 23 Jul 2015, at 15:23, Marilyn Cade <<mailto:marilynscade@hotmail.com>marilynscade@hotmail.com > wrote: I agree with not asking the NomCom to put up alternates. Spilling the Board should be so exceptional and a smaller exe board should be able to then launch a process, which could result in both elections and in appointments. M
Date: Thu, 23 Jul 2015 12:13:13 +0100 From: <mailto:malcolm@linx.net>malcolm@linx.net To: <mailto:jordan@internetnz.net.nz>jordan@internetnz.net.nz; <mailto:wp1@icann.org>wp1@icann.org; <mailto:accountability-cross-community@icann.org>accountability-cross-community@icann.org
Subject: Re: [CCWG-ACCT] [WP1] updated paper: Recall of the ICANN Board
On 23/07/2015 11:18, Jordan Carter wrote: > See my edits in the files beginning with 2015-07-23.
One comment: I thought the general view in Paris was that NomCom would not nominate members of an interim Board. I doubt the practicality of requiring it to do so.
That seems to have changed; perhaps I missed some discussion. Or misperceived the general view.
Requiring NomCom to put up alternates at the AGM creates the "people standing in the shadows waiting for a chance" that were mentioned as a prospect to be avoided, and was accepted as a reason for not requiring SOs and ACs to nominate alternates with every appointment.
Moreover, how will NomCom find people willing to commit to drop everything and become an interim director in the unlikely event of a Board spill, knowing that it is highly unlikely this will ever come to pass?
It is surely much easier to ask someone "Will you agree to serve as a director now?" than "Will you agree to serve as a director in an unspecified number of months, should some very unlikely event come to pass?".
For these reasons, I think that excusing NomCom from nominating interim directors is a better choice.
-- Malcolm Hutty | tel: <tel:%2B44%2020%207645%203523>+44 20 7645 3523 Head of Public Affairs | Read the LINX Public Affairs blog London Internet Exchange | <http://publicaffairs.linx.net/>http://publicaffairs.linx.net/
London Internet Exchange Ltd 21-27 St Thomas Street, London SE1 9RY
Company Registered in England No. 3137929 Trinity Court, Trinity Street, Peterborough PE1 1DA
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Dear All, Thank you very much for the hard work I have a legal question to raise In No. 243 it is said Qquote "*243 **It would be preferable for a decision of this sort to be the result of cross-community consensus. Therefore, a suitably high threshold for the exercise of this power, [75%] of all the voting power **available within the CMSM [insert reference to appropriate section/paragraph] **[1]* <file:///C:/Users/Arasteh/AppData/Local/Microsoft/Windows/INetCache/IE/PY1K61PM/2015-07-21-CCWG%20Community%20Power%205.6%20--%20Recalling%20the%20Entire%20ICANN%20Board.docx#_msocom_1> *would have to be cast in favor of recall of the entire Board for the recall to be effective. Requiring a majority of voting power rather than a majority of votes cast ensures that non-participation does not lower the threshold required to remove the Board. In this instance, abstention and non-participation have the same impact and effectively count as a vote against the action." * *Unquote * *The ' last part /phrase of this no. * *Quote"**In this instance, abstention and non-participation have the same impact and effectively count as a vote against the action." * *Unquote "* *This is unconstitutional* * due to the fact that abstention is counted as abstention and NOT AS AGAINST TO THE MOTION -Similarly NON VOTING is Non Voting and NOT COUNTED AS AGAINST THE MOTION .I do not know who has invented this rule * *PLS IMMEDIATELY REPLACE THAT AS FOLLOWS* *WHEN THE NUMBER OF ABSTENTIONS EXCEEDS HALF OF THE NUMBEROF VOTES CAST ( FOR, AGAINST ABSTENTION) CONSIDERATION OF THE MATTER SHALL BE POSTPONED TO A LATER VOTING AT WHICH TIME ABSTENTION SHALL NOT TAKEN INTO ACCOUNT and delete the rest* *Kavouss * ------------------------------ [1] <file:///C:/Users/Arasteh/AppData/Local/Microsoft/Windows/INetCache/IE/PY1K61PM/2015-07-21-CCWG%20Community%20Power%205.6%20--%20Recalling%20the%20Entire%20ICANN%20Board.docx#_msoanchor_1>ACTION ITEM #2 – WP1 TO ENSURE PROPOSED PROCESS SYNCS WITH REFERENCE MODEL. 2015-07-24 20:00 GMT+02:00 Alan Greenberg <alan.greenberg@mcgill.ca>:
I would like to see the actual text before agreeing that we are good to go.
Specifically, if the NomCom identifies their"interim" members before the vote, they are identifying candidates who they are prepared to name, but who will not be Board members if the recall fails. I suspect that may be counter to how they normally treat NomCom candidatures.
Alan
At 24/07/2015 12:24 AM, Thomas Rickert wrote:
Hi Alan,
_should_ was meant to indicate it is not mandatory. We could specify that the NomCom, should it have qualified candidates available, put up at least two Board members. Let others do the wordsmithing.
Idea being: - NomCom is not forced to provide candidates if they do not have any - if they have some, they should give at least two, max 8
I am glad Holly responded to Sam's concern.
Are we good to go?
Thomas
--- rickert.net
Am 23.07.2015 um 23:26 schrieb Alan Greenberg <alan.greenberg@mcgill.ca >:
How can we do that? At any given time, they may not have an Board names in reserve. Alan
At 23/07/2015 03:50 PM, Thomas Rickert wrote:
I suggest we say NomCom shall not put up less than two.
That should give enough flexibility to cover all wishes that were brought forward.
Thomas
======== rickert.net
PS - Sent from my cell. Please excuse typos and brevity.
Am 23.07.2015 um 20:41 schrieb Greg Shatan <gregshatanipc@gmail.com >:
I think this point has moved on a bit, based on the call earlier today. The NomCom will not be putting up alternates. I believe where we are now is that the NomCom will (in the event of a spill) put up at least two and possibly up to eight interim directors at that time. I'm not sure but they may have the option of not putting up directors at all, but I think that did not come out on top in the call.
NomCom gets more good candidates than they nominate, so there is a pool from which to draw on, should the time ever come.
I think this is right or close to it, but the next draft should clear this up.
Greg
On Thu, Jul 23, 2015 at 2:28 PM, Seun Ojedeji <seun.ojedeji@gmail.com > wrote: I agree with this as well, although I thought there was clear direction on this subject in Paris. Regards Sent from Google nexus 4 kindly excuse brevity and typos. On 23 Jul 2015 7:23 pm, "Cherine Chalaby" < cherine.chalaby@icann.org> wrote: I agree. It does not make sense to ask NomCom to nominate alternates. Cherine
On 23 Jul 2015, at 15:23, Marilyn Cade <marilynscade@hotmail.com > wrote: I agree with not asking the NomCom to put up alternates. Spilling the Board should be so exceptional and a smaller exe board should be able to then launch a process, which could result in both elections and in appointments. M
Date: Thu, 23 Jul 2015 12:13:13 +0100 > From: malcolm@linx.net > To: jordan@internetnz.net.nz; wp1@icann.org; accountability-cross-community@icann.org > Subject: Re: [CCWG-ACCT] [WP1] updated paper: Recall of the ICANN Board > > > On 23/07/2015 11:18, Jordan Carter wrote: > > See my edits in the files beginning with 2015-07-23. > > One comment: I thought the general view in Paris was that NomCom would > not nominate members of an interim Board. I doubt the practicality of > requiring it to do so. > > That seems to have changed; perhaps I missed some discussion. Or > misperceived the general view. > > Requiring NomCom to put up alternates at the AGM creates the "people > standing in the shadows waiting for a chance" that were mentioned as a > prospect to be avoided, and was accepted as a reason for not requiring > SOs and ACs to nominate alternates with every appointment. > > Moreover, how will NomCom find people willing to commit to drop > everything and become an interim director in the unlikely event of a > Board spill, knowing that it is highly unlikely this will ever come to > pass? > > It is surely much easier to ask someone "Will you agree to serve as a > director now?" than "Will you agree to serve as a director in an > unspecified number of months, should some very unlikely event come to > pass?". > > For these reasons, I think that excusing NomCom from nominating interim > directors is a better choice. > > -- > Malcolm Hutty | tel: +44 20 7645 3523 <%2B44%2020%207645%203523> > Head of Public Affairs | Read the LINX Public Affairs blog > London Internet Exchange | http://publicaffairs.linx.net/ > > London Internet Exchange Ltd > 21-27 St Thomas Street, London SE1 9RY > > Company Registered in England No. 3137929 > Trinity Court, Trinity Street, Peterborough PE1 1DA > > > _______________________________________________ > Accountability-Cross-Community mailing list > Accountability-Cross-Community@icann.org > https://mm.icann.org/mailman/listinfo/accountability-cross-community _______________________________________________ Accountability-Cross-Community mailing list Accountability-Cross-Community@icann.org https://mm.icann.org/mailman/listinfo/accountability-cross-community
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Sent from Google nexus 4 kindly excuse brevity and typos. On 23 Jul 2015 7:41 pm, "Greg Shatan" <gregshatanipc@gmail.com> wrote:
I think this point has moved on a bit, based on the call earlier today.
The NomCom will not be putting up alternates. I believe where we are now is that the NomCom will (in the event of a spill) put up at least two and possibly up to eight interim directors at that time.
SO: I am trying to parse the statement above, the first part seem to say nomcom will not populate interim and the second part seem to imply otherwise.
I'm not sure but they may have the option of not putting up directors at all, but I think that did not come out on top in the call.
SO: Just to be clear, I am referring to interim board
NomCom gets more good candidates than they nominate, so there is a pool from which to draw on, should the time ever come.
SO: So we are encouraging nomcom to maintain a live pool, I thought nomcom pool always reset after each circle. I don't think this is healthy in any way, I don't see the advantage of having nomcom populate interim. Most organisations think internal when it comes to anything "interim", that is not a coincidence it's to reduce complexity and ensure continuity because those internal already know the history. Regards
I think this is right or close to it, but the next draft should clear this up.
Greg
On Thu, Jul 23, 2015 at 2:28 PM, Seun Ojedeji <seun.ojedeji@gmail.com> wrote:
I agree with this as well, although I thought there was clear direction
on this subject in Paris.
Regards
Sent from Google nexus 4 kindly excuse brevity and typos.
On 23 Jul 2015 7:23 pm, "Cherine Chalaby" <cherine.chalaby@icann.org>
wrote:
I agree. It does not make sense to ask NomCom to nominate alternates.
Cherine
On 23 Jul 2015, at 15:23, Marilyn Cade <marilynscade@hotmail.com>
wrote:
I agree with not asking the NomCom to put up alternates. Spilling the
Board should be so exceptional and a smaller exe board should be able to then launch a process, which could result in both elections and in appointments.
M
Date: Thu, 23 Jul 2015 12:13:13 +0100 From: malcolm@linx.net To: jordan@internetnz.net.nz; wp1@icann.org; accountability-cross-community@icann.org Subject: Re: [CCWG-ACCT] [WP1] updated paper: Recall of the ICANN Board
On 23/07/2015 11:18, Jordan Carter wrote:
See my edits in the files beginning with 2015-07-23.
One comment: I thought the general view in Paris was that NomCom would not nominate members of an interim Board. I doubt the practicality of requiring it to do so.
That seems to have changed; perhaps I missed some discussion. Or misperceived the general view.
Requiring NomCom to put up alternates at the AGM creates the "people standing in the shadows waiting for a chance" that were mentioned as a prospect to be avoided, and was accepted as a reason for not requiring SOs and ACs to nominate alternates with every appointment.
Moreover, how will NomCom find people willing to commit to drop everything and become an interim director in the unlikely event of a Board spill, knowing that it is highly unlikely this will ever come to pass?
It is surely much easier to ask someone "Will you agree to serve as a director now?" than "Will you agree to serve as a director in an unspecified number of months, should some very unlikely event come to pass?".
For these reasons, I think that excusing NomCom from nominating interim directors is a better choice.
-- Malcolm Hutty | tel: +44 20 7645 3523 Head of Public Affairs | Read the LINX Public Affairs blog London Internet Exchange | http://publicaffairs.linx.net/
London Internet Exchange Ltd 21-27 St Thomas Street, London SE1 9RY
Company Registered in England No. 3137929 Trinity Court, Trinity Street, Peterborough PE1 1DA
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Hi all To clarify for Seun: On 24 July 2015 at 15:46, Seun Ojedeji <seun.ojedeji@gmail.com> wrote:
Sent from Google nexus 4 kindly excuse brevity and typos. On 23 Jul 2015 7:41 pm, "Greg Shatan" <gregshatanipc@gmail.com> wrote:
I think this point has moved on a bit, based on the call earlier today.
The NomCom will not be putting up alternates. I believe where we are now is that the NomCom will (in the event of a spill) put up at least two and possibly up to eight interim directors at that time.
SO: I am trying to parse the statement above, the first part seem to say nomcom will not populate interim and the second part seem to imply otherwise.
Thomas is saying that the NomCom wouldn't have named alternate directors for specific posts sitting around waiting. But he's saying that should the Board be removed, we could permit NomCom, should it have suitable candidates available, would have to appoint 2 directors and could appoint up to 8. That's his view as expressed, and confirmed in the email he just sent.
I'm not sure but they may have the option of not putting up directors at all, but I think that did not come out on top in the call.
SO: Just to be clear, I am referring to interim board
Yes, so is Greg. In the call yesterday there was some preference for the NomCom being able to name directors to the Interim Board, because that helps ensure a more balanced Interim Board (which may sit for up to a third of the year). Otherwise it is just SO and ALAC nominees.
NomCom gets more good candidates than they nominate, so there is a pool from which to draw on, should the time ever come.
SO: So we are encouraging nomcom to maintain a live pool, I thought nomcom pool always reset after each circle.
I don't think this is healthy in any way, I don't see the advantage of having nomcom populate interim. Most organisations think internal when it comes to anything "interim", that is not a coincidence it's to reduce complexity and ensure continuity because those internal already know the history.
What do you mean by internal? It will not be all that difficult to ask NomCom to have in mind suitable prospective replacements. There is also no prohibition proposed on people who are appointed to the Interim Board being further appointed to the Replacement Board. And so since the NomCom will have to be able to deal with that Replacement Board situation, a situation it doesn't have to deal with today, it should also be able to deal with the Interim Board situation. cheers Jordan Regards
I think this is right or close to it, but the next draft should clear this up.
Greg
On Thu, Jul 23, 2015 at 2:28 PM, Seun Ojedeji <seun.ojedeji@gmail.com> wrote:
I agree with this as well, although I thought there was clear direction
on this subject in Paris.
Regards
Sent from Google nexus 4 kindly excuse brevity and typos.
On 23 Jul 2015 7:23 pm, "Cherine Chalaby" <cherine.chalaby@icann.org>
wrote:
I agree. It does not make sense to ask NomCom to nominate alternates.
Cherine
On 23 Jul 2015, at 15:23, Marilyn Cade <marilynscade@hotmail.com>
wrote:
I agree with not asking the NomCom to put up alternates. Spilling the
Board should be so exceptional and a smaller exe board should be able to then launch a process, which could result in both elections and in appointments.
M
Date: Thu, 23 Jul 2015 12:13:13 +0100 From: malcolm@linx.net To: jordan@internetnz.net.nz; wp1@icann.org; accountability-cross-community@icann.org Subject: Re: [CCWG-ACCT] [WP1] updated paper: Recall of the ICANN Board
On 23/07/2015 11:18, Jordan Carter wrote: > See my edits in the files beginning with 2015-07-23.
One comment: I thought the general view in Paris was that NomCom would not nominate members of an interim Board. I doubt the practicality of requiring it to do so.
That seems to have changed; perhaps I missed some discussion. Or misperceived the general view.
Requiring NomCom to put up alternates at the AGM creates the "people standing in the shadows waiting for a chance" that were mentioned as a prospect to be avoided, and was accepted as a reason for not requiring SOs and ACs to nominate alternates with every appointment.
Moreover, how will NomCom find people willing to commit to drop everything and become an interim director in the unlikely event of a Board spill, knowing that it is highly unlikely this will ever come to pass?
It is surely much easier to ask someone "Will you agree to serve as a director now?" than "Will you agree to serve as a director in an unspecified number of months, should some very unlikely event come to pass?".
For these reasons, I think that excusing NomCom from nominating interim directors is a better choice.
-- Malcolm Hutty | tel: +44 20 7645 3523 Head of Public Affairs | Read the LINX Public Affairs blog London Internet Exchange | http://publicaffairs.linx.net/
London Internet Exchange Ltd 21-27 St Thomas Street, London SE1 9RY
Company Registered in England No. 3137929 Trinity Court, Trinity Street, Peterborough PE1 1DA
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-- Jordan Carter Chief Executive *InternetNZ* +64-495-2118 (office) | +64-21-442-649 (mob) Email: jordan@internetnz.net.nz Skype: jordancarter *A better world through a better Internet *
Hi, On 24-Jul-15 06:28, Jordan Carter wrote:
we could permit NomCom, should it have suitable candidates available, would have to appoint 2 directors and could appoint up to 8
I thought you all had decided (I did not have an opinion at the time, still don't think I do) were requiring at least 2. I did not hear it being made conditional on Nomcom having suitable candidates. avri --- This email has been checked for viruses by Avast antivirus software. https://www.avast.com/antivirus
Hello Jordan, Well if you guys have decided this fine. I have no strong opposition to nomcom populating interim board. I just don't think the rationale of nomcom balancing up is convincing enough. It's an interim board for goodness sake, why do we have to grow and make it interesting unnecessarily. It was clear how SO/ALAC would provide their interim nomination (which is by indicating the names when initiating the board spilling process), are we expecting nomcom to do the same? What do we stand to risk if nomcom did not populate interim? Are we saying populating interim from the entire community is not balanced enough? All we need is an interim that knows why the current board is spilled, and the need for them to operate minimally till the full board is constituted. I don't expect the interim to be an ambitious team as such and that's why I think sourcing it's membership externally is too ambitious an effort and may not worth the effort/resource. Regards Sent from Google nexus 4 kindly excuse brevity and typos. On 24 Jul 2015 5:28 am, "Jordan Carter" <jordan@internetnz.net.nz> wrote:
Hi all
To clarify for Seun:
On 24 July 2015 at 15:46, Seun Ojedeji <seun.ojedeji@gmail.com> wrote:
Sent from Google nexus 4 kindly excuse brevity and typos. On 23 Jul 2015 7:41 pm, "Greg Shatan" <gregshatanipc@gmail.com> wrote:
I think this point has moved on a bit, based on the call earlier today.
The NomCom will not be putting up alternates. I believe where we are now is that the NomCom will (in the event of a spill) put up at least two and possibly up to eight interim directors at that time.
SO: I am trying to parse the statement above, the first part seem to say nomcom will not populate interim and the second part seem to imply otherwise.
Thomas is saying that the NomCom wouldn't have named alternate directors for specific posts sitting around waiting. But he's saying that should the Board be removed, we could permit NomCom, should it have suitable candidates available, would have to appoint 2 directors and could appoint up to 8. That's his view as expressed, and confirmed in the email he just sent.
I'm not sure but they may have the option of not putting up directors at all, but I think that did not come out on top in the call.
SO: Just to be clear, I am referring to interim board
Yes, so is Greg. In the call yesterday there was some preference for the NomCom being able to name directors to the Interim Board, because that helps ensure a more balanced Interim Board (which may sit for up to a third of the year). Otherwise it is just SO and ALAC nominees.
NomCom gets more good candidates than they nominate, so there is a pool from which to draw on, should the time ever come.
SO: So we are encouraging nomcom to maintain a live pool, I thought nomcom pool always reset after each circle.
I don't think this is healthy in any way, I don't see the advantage of having nomcom populate interim. Most organisations think internal when it comes to anything "interim", that is not a coincidence it's to reduce complexity and ensure continuity because those internal already know the history.
What do you mean by internal?
It will not be all that difficult to ask NomCom to have in mind suitable prospective replacements.
There is also no prohibition proposed on people who are appointed to the Interim Board being further appointed to the Replacement Board. And so since the NomCom will have to be able to deal with that Replacement Board situation, a situation it doesn't have to deal with today, it should also be able to deal with the Interim Board situation.
cheers Jordan
Regards
I think this is right or close to it, but the next draft should clear this up.
Greg
On Thu, Jul 23, 2015 at 2:28 PM, Seun Ojedeji <seun.ojedeji@gmail.com> wrote:
I agree with this as well, although I thought there was clear
direction on this subject in Paris.
Regards
Sent from Google nexus 4 kindly excuse brevity and typos.
On 23 Jul 2015 7:23 pm, "Cherine Chalaby" <cherine.chalaby@icann.org>
wrote:
I agree. It does not make sense to ask NomCom to nominate alternates.
Cherine
On 23 Jul 2015, at 15:23, Marilyn Cade <marilynscade@hotmail.com>
wrote:
I agree with not asking the NomCom to put up alternates. Spilling
the Board should be so exceptional and a smaller exe board should be able to then launch a process, which could result in both elections and in appointments.
M
> Date: Thu, 23 Jul 2015 12:13:13 +0100 > From: malcolm@linx.net > To: jordan@internetnz.net.nz; wp1@icann.org; accountability-cross-community@icann.org > Subject: Re: [CCWG-ACCT] [WP1] updated paper: Recall of the ICANN Board > > > On 23/07/2015 11:18, Jordan Carter wrote: > > See my edits in the files beginning with 2015-07-23. > > One comment: I thought the general view in Paris was that NomCom would > not nominate members of an interim Board. I doubt the practicality of > requiring it to do so. > > That seems to have changed; perhaps I missed some discussion. Or > misperceived the general view. > > Requiring NomCom to put up alternates at the AGM creates the "people > standing in the shadows waiting for a chance" that were mentioned as a > prospect to be avoided, and was accepted as a reason for not requiring > SOs and ACs to nominate alternates with every appointment. > > Moreover, how will NomCom find people willing to commit to drop > everything and become an interim director in the unlikely event of a > Board spill, knowing that it is highly unlikely this will ever come to > pass? > > It is surely much easier to ask someone "Will you agree to serve as a > director now?" than "Will you agree to serve as a director in an > unspecified number of months, should some very unlikely event come to > pass?". > > For these reasons, I think that excusing NomCom from nominating interim > directors is a better choice. > > -- > Malcolm Hutty | tel: +44 20 7645 3523 > Head of Public Affairs | Read the LINX Public Affairs blog > London Internet Exchange | http://publicaffairs.linx.net/ > > London Internet Exchange Ltd > 21-27 St Thomas Street, London SE1 9RY > > Company Registered in England No. 3137929 > Trinity Court, Trinity Street, Peterborough PE1 1DA > > > _______________________________________________ > Accountability-Cross-Community mailing list > Accountability-Cross-Community@icann.org > https://mm.icann.org/mailman/listinfo/accountability-cross-community _______________________________________________ Accountability-Cross-Community mailing list Accountability-Cross-Community@icann.org https://mm.icann.org/mailman/listinfo/accountability-cross-community
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-- Jordan Carter
Chief Executive *InternetNZ*
+64-495-2118 (office) | +64-21-442-649 (mob) Email: jordan@internetnz.net.nz Skype: jordancarter
*A better world through a better Internet *
participants (14)
-
Alan Greenberg -
Avri Doria -
Cherine Chalaby -
Greg Shatan -
Gregory, Holly -
James Gannon -
Jordan Carter -
Kavouss Arasteh -
León Felipe Sánchez Ambía -
Malcolm Hutty -
Marilyn Cade -
Samantha Eisner -
Seun Ojedeji -
Thomas Rickert