Re: [CCWG-ACCT] proposal for how community could be delegated to make some decisions
To flesh this proposal out a bit further: The "Community" could overturn a board decision on a limited number of key issues via an ombudsman mediated process in which a decision could be rendered via the "Community". Each individual component of the Community (for example, GAC, GNSO, AT-Large, CCNSO, etc.) would have a proportional weight in the over-all decision of the Community. Currently, each of these individual components already has internal mechanisms in place to make decisions (take policy positions, elections, etc.) through which the decision of the Community is actually rendered. This way, we don't need to create a new super-structure to be "Representational". We can do away with that additional layer entirely - creating the "super board" because decisions can be made in the individual component's internal mechanisms. This would be a much more bottom-up method of reaching a "Decision of the Community" regarding a particular board decision. The ombudsman could act as the facilitator of this process: put the issue to vote, collect and tally the votes of the individual components to render the "Decision of the Community". The board would then be required to adopt this Decision of the Community unless it voted (unanimous or super-majority) to not adopt the Decision of the Community, which could be stipulated to in bylaws. The board would retain ultimate decisional authority as required by Cal Corp law, but it would be very difficult for it to ignore the bottom-up Decision of the Community. Coupled with a mechanism to recall recalcitrant board members, this overall model could solve many of our problems and remake ICANN in a more bottom-up fashion without too much structural redesign. Thoughts? Thanks, Robin On Jan 21, 2015, at 5:14 AM, David Post wrote:
With the caveat that I know next-to-nothing specifically about CA non-profit corporation law, it certainly looks to me like Robin's idea fits quite comfortably within the statute. The Board delegates a decision-making function to some other body, as it is allowed to do; it agrees to abide by the decision of that other body, subject to its "ultimate authority" to change its mind and decide NOT to abide by a decision of that other body; but it can only do that by a supermajority, or even a unanimous, vote at the time. It seems to me that gives the Board (as a whole) the "ultimate direction" of corporation - it does get the "final say" - but it also gives the body to which the Board has delegated decision-making power real "teeth" (because the supermajority or unanimity required to overturn its decision will be very difficult to achieve) -
David
******************************* David G Post - Senior Fellow, Open Technology Institute/New America Foundation blog (Volokh Conspiracy) http://www.washingtonpost.com/people/david-post book (Jefferson's Moose) http://tinyurl.com/c327w2n music http://tinyurl.com/davidpostmusic publications etc. http://www.davidpost.com *******************************
At 10:45 AM 1/20/2015, Robin Gross wrote:
CALIFORNIA CORPORATIONS CODE SECTION
Nonprofit Public Benefit Corp:
5210. Each corporation shall have a board of directors. Subject to the provisions of this part and any limitations in the articles or bylaws relating to action required to be approved by the members (Section 5034), or by a majority of all members (Section 5033), the activities and affairs of a corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the board. The board may delegate the management of the activities of the corporation to any person or persons, management company, or committee however composed, provided that the activities and affairs of the corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the board.
2 part solution proposal:
1. So the board may be able to delegate some of these management activities to "the community" - and reserves its ultimate direction to be able to over-turn such a decision by full negative consensus. {i.e. every board member is against it). The board would have to put this restriction on itself in bylaws: the requirement for all board members to vote against a community decision in order to over turn it.
2. If we then added the ability to remove board members, this mechanism might be able to provide the kind of oversight and control the community is looking for without creating super-boards, membership orgs, and still complies with California Corporation law about board retaining ultimate control.
Thanks, Robin
_______________________________________________ Accountability-Cross-Community mailing list Accountability-Cross-Community@icann.org https://mm.icann.org/mailman/listinfo/accountability-cross-community
This makes a lot of sense as it leverages on existing processes, putting the right words in the bylaw would be the main to-do. One thing that needs to be further clarified is the aspect of determining how an issue gets flagged i.e will it be from MRT (if it's an IANA issue) or from any community (if it's a policy issue). Regards sent from Google nexus 4 kindly excuse brevity and typos. On 22 Jan 2015 01:48, "Robin Gross" <robin@ipjustice.org> wrote:
To flesh this proposal out a bit further: The "Community" could overturn a board decision on a limited number of key issues via an ombudsman mediated process in which a decision could be rendered via the "Community". Each individual component of the Community (for example, GAC, GNSO, AT-Large, CCNSO, etc.) would have a proportional weight in the over-all decision of the Community. Currently, each of these individual components already has internal mechanisms in place to make decisions (take policy positions, elections, etc.) through which the decision of the Community is actually rendered. This way, we don't need to create a new super-structure to be "Representational". We can do away with that additional layer entirely - creating the "super board" because decisions can be made in the individual component's internal mechanisms. This would be a much more bottom-up method of reaching a "Decision of the Community" regarding a particular board decision. The ombudsman could act as the facilitator of this process: put the issue to vote, collect and tally the votes of the individual components to render the "Decision of the Community". The board would then be required to adopt this Decision of the Community unless it voted (unanimous or super-majority) to not adopt the Decision of the Community, which could be stipulated to in bylaws. The board would retain ultimate decisional authority as required by Cal Corp law, but it would be very difficult for it to ignore the bottom-up Decision of the Community. Coupled with a mechanism to recall recalcitrant board members, this overall model could solve many of our problems and remake ICANN in a more bottom-up fashion without too much structural redesign. Thoughts?
Thanks, Robin
On Jan 21, 2015, at 5:14 AM, David Post wrote:
With the caveat that I know next-to-nothing specifically about CA non-profit corporation law, it certainly looks to me like Robin's idea fits quite comfortably within the statute. The Board delegates a decision-making function to some other body, as it is allowed to do; it agrees to abide by the decision of that other body, subject to its "ultimate authority" to change its mind and decide NOT to abide by a decision of that other body; but it can only do that by a supermajority, or even a unanimous, vote at the time. It seems to me that gives the Board (as a whole) the "ultimate direction" of corporation - it does get the "final say" - but it also gives the body to which the Board has delegated decision-making power real "teeth" (because the supermajority or unanimity required to overturn its decision will be very difficult to achieve) -
David
******************************* David G Post - Senior Fellow, Open Technology Institute/New America Foundation blog (Volokh Conspiracy) http://www.washingtonpost.com/people/david-post book (Jefferson's Moose) http://tinyurl.com/c327w2n <http://tinyurl.com/c327w2n%A0%A0%A0%A0%A0> music http://tinyurl.com/davidpostmusic publications etc. http://www.davidpost.com
*******************************
At 10:45 AM 1/20/2015, Robin Gross wrote:
*CALIFORNIA CORPORATIONS CODE SECTION*
*Nonprofit Public Benefit Corp:*
5210. Each corporation shall have a board of directors. Subject to the provisions of this part and any limitations in the articles or bylaws relating to action required to be approved by the members (Section 5034), or by a majority of all members (Section 5033), the activities and affairs of a corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the board. The board may delegate the management of the activities of the corporation to any person or persons, management company, or committee however composed, provided that the activities and affairs of the corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the board.
*2 part solution proposal:*
1. So the board may be able to delegate some of these management activities to "the community" - and reserves its *ultimate direction* to be able to over-turn such a decision by full negative consensus. {i.e. every board member is against it). The board would have to put this restriction on itself in bylaws: the requirement for all board members to vote against a community decision in order to over turn it.
2. If we then added the ability to remove board members, this mechanism might be able to provide the kind of oversight and control the community is looking for without creating super-boards, membership orgs, and still complies with California Corporation law about board retaining ultimate control.
Thanks, Robin
_______________________________________________ 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
FWIW, I have been thinking along the same lines as Robin here. On Jan 21, 2015, at 7:48 PM, Robin Gross <robin@ipjustice.org> wrote:
To flesh this proposal out a bit further: The "Community" could overturn a board decision on a limited number of key issues via an ombudsman mediated process in which a decision could be rendered via the "Community". Each individual component of the Community (for example, GAC, GNSO, AT-Large, CCNSO, etc.) would have a proportional weight in the over-all decision of the Community. Currently, each of these individual components already has internal mechanisms in place to make decisions (take policy positions, elections, etc.) through which the decision of the Community is actually rendered. This way, we don't need to create a new super-structure to be "Representational". We can do away with that additional layer entirely - creating the "super board" because decisions can be made in the individual component's internal mechanisms. This would be a much more bottom-up method of reaching a "Decision of the Community" regarding a particular board decision. The ombudsman could act as the facilitator of this process: put the issue to vote, collect and tally the votes of the individual components to render the "Decision of the Community". The board would then be required to adopt this Decision of the Community unless it voted (unanimous or super-majority) to not adopt the Decision of the Community, which could be stipulated to in bylaws. The board would retain ultimate decisional authority as required by Cal Corp law, but it would be very difficult for it to ignore the bottom-up Decision of the Community. Coupled with a mechanism to recall recalcitrant board members, this overall model could solve many of our problems and remake ICANN in a more bottom-up fashion without too much structural redesign. Thoughts?
Thanks, Robin
On Jan 21, 2015, at 5:14 AM, David Post wrote:
With the caveat that I know next-to-nothing specifically about CA non-profit corporation law, it certainly looks to me like Robin's idea fits quite comfortably within the statute. The Board delegates a decision-making function to some other body, as it is allowed to do; it agrees to abide by the decision of that other body, subject to its "ultimate authority" to change its mind and decide NOT to abide by a decision of that other body; but it can only do that by a supermajority, or even a unanimous, vote at the time. It seems to me that gives the Board (as a whole) the "ultimate direction" of corporation - it does get the "final say" - but it also gives the body to which the Board has delegated decision-making power real "teeth" (because the supermajority or unanimity required to overturn its decision will be very difficult to achieve) -
David
******************************* David G Post - Senior Fellow, Open Technology Institute/New America Foundation blog (Volokh Conspiracy) http://www.washingtonpost.com/people/david-post book (Jefferson's Moose) http://tinyurl.com/c327w2n music http://tinyurl.com/davidpostmusic publications etc. http://www.davidpost.com *******************************
At 10:45 AM 1/20/2015, Robin Gross wrote:
CALIFORNIA CORPORATIONS CODE SECTION
Nonprofit Public Benefit Corp:
5210. Each corporation shall have a board of directors. Subject to the provisions of this part and any limitations in the articles or bylaws relating to action required to be approved by the members (Section 5034), or by a majority of all members (Section 5033), the activities and affairs of a corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the board. The board may delegate the management of the activities of the corporation to any person or persons, management company, or committee however composed, provided that the activities and affairs of the corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the board.
2 part solution proposal:
1. So the board may be able to delegate some of these management activities to "the community" - and reserves its ultimate direction to be able to over-turn such a decision by full negative consensus. {i.e. every board member is against it). The board would have to put this restriction on itself in bylaws: the requirement for all board members to vote against a community decision in order to over turn it.
2. If we then added the ability to remove board members, this mechanism might be able to provide the kind of oversight and control the community is looking for without creating super-boards, membership orgs, and still complies with California Corporation law about board retaining ultimate control.
Thanks, Robin
_______________________________________________ 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
I agree with Robin on his proposal. It causes minimal disruption yet gets the job done. IMHO I believe this can be implemented provided as Seun pointed out, the right mechanisms are in place for flagging issues Regards Beran "There is nothing more difficult to arrange and more dangerous to carry through than initiating change..." Machiavelli Sent from my iPhone
On 22 Jan 2015, at 00:48, Robin Gross <robin@ipjustice.org> wrote:
To flesh this proposal out a bit further: The "Community" could overturn a board decision on a limited number of key issues via an ombudsman mediated process in which a decision could be rendered via the "Community". Each individual component of the Community (for example, GAC, GNSO, AT-Large, CCNSO, etc.) would have a proportional weight in the over-all decision of the Community. Currently, each of these individual components already has internal mechanisms in place to make decisions (take policy positions, elections, etc.) through which the decision of the Community is actually rendered. This way, we don't need to create a new super-structure to be "Representational". We can do away with that additional layer entirely - creating the "super board" because decisions can be made in the individual component's internal mechanisms. This would be a much more bottom-up method of reaching a "Decision of the Community" regarding a particular board decision. The ombudsman could act as the facilitator of this process: put the issue to vote, collect and tally the votes of the individual components to render the "Decision of the Community". The board would then be required to adopt this Decision of the Community unless it voted (unanimous or super-majority) to not adopt the Decision of the Community, which could be stipulated to in bylaws. The board would retain ultimate decisional authority as required by Cal Corp law, but it would be very difficult for it to ignore the bottom-up Decision of the Community. Coupled with a mechanism to recall recalcitrant board members, this overall model could solve many of our problems and remake ICANN in a more bottom-up fashion without too much structural redesign. Thoughts?
Thanks, Robin
On Jan 21, 2015, at 5:14 AM, David Post wrote:
With the caveat that I know next-to-nothing specifically about CA non-profit corporation law, it certainly looks to me like Robin's idea fits quite comfortably within the statute. The Board delegates a decision-making function to some other body, as it is allowed to do; it agrees to abide by the decision of that other body, subject to its "ultimate authority" to change its mind and decide NOT to abide by a decision of that other body; but it can only do that by a supermajority, or even a unanimous, vote at the time. It seems to me that gives the Board (as a whole) the "ultimate direction" of corporation - it does get the "final say" - but it also gives the body to which the Board has delegated decision-making power real "teeth" (because the supermajority or unanimity required to overturn its decision will be very difficult to achieve) -
David
******************************* David G Post - Senior Fellow, Open Technology Institute/New America Foundation blog (Volokh Conspiracy) http://www.washingtonpost.com/people/david-post book (Jefferson's Moose) http://tinyurl.com/c327w2n music http://tinyurl.com/davidpostmusic publications etc. http://www.davidpost.com *******************************
At 10:45 AM 1/20/2015, Robin Gross wrote:
CALIFORNIA CORPORATIONS CODE SECTION
Nonprofit Public Benefit Corp:
5210. Each corporation shall have a board of directors. Subject to the provisions of this part and any limitations in the articles or bylaws relating to action required to be approved by the members (Section 5034), or by a majority of all members (Section 5033), the activities and affairs of a corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the board. The board may delegate the management of the activities of the corporation to any person or persons, management company, or committee however composed, provided that the activities and affairs of the corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the board.
2 part solution proposal:
1. So the board may be able to delegate some of these management activities to "the community" - and reserves its ultimate direction to be able to over-turn such a decision by full negative consensus. {i.e. every board member is against it). The board would have to put this restriction on itself in bylaws: the requirement for all board members to vote against a community decision in order to over turn it.
2. If we then added the ability to remove board members, this mechanism might be able to provide the kind of oversight and control the community is looking for without creating super-boards, membership orgs, and still complies with California Corporation law about board retaining ultimate control.
Thanks, Robin
_______________________________________________ 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
Repeating myself, I think we must think about what multistakeholder actually means. A stakeholder in the Names Constituencies has a stake in Names. A stakeholder in the Address Constituencies has a stake in Addresses. An End User does not have a (or rather not the same) stake in (the Management of) Addresses or Names. Neither do governments. And so forth. Unless we are able to separate this, this is not going to fly. Never mind that the below is staggeringly difficult to understand. And hence to pitch. To Representatives and/or Senators who have the attention span of a Cocker Spaniel, if they are even ideologically willing consider that the earth isn't flat. el Sent from Dr Lisse's iPad mini
On Jan 25, 2015, at 12:19, Beran Gillen - Yahoo <berangillen@yahoo.com> wrote:
I agree with Robin on his proposal. It causes minimal disruption yet gets the job done. IMHO I believe this can be implemented provided as Seun pointed out, the right mechanisms are in place for flagging issues
Regards
Beran
"There is nothing more difficult to arrange and more dangerous to carry through than initiating change..." Machiavelli
Sent from my iPhone
On 22 Jan 2015, at 00:48, Robin Gross <robin@ipjustice.org> wrote:
To flesh this proposal out a bit further: The "Community" could overturn a board decision on a limited number of key issues via an ombudsman mediated process in which a decision could be rendered via the "Community". Each individual component of the Community (for example, GAC, GNSO, AT-Large, CCNSO, etc.) would have a proportional weight in the over-all decision of the Community. Currently, each of these individual components already has internal mechanisms in place to make decisions (take policy positions, elections, etc.) through which the decision of the Community is actually rendered. This way, we don't need to create a new super-structure to be "Representational". We can do away with that additional layer entirely - creating the "super board" because decisions can be made in the individual component's internal mechanisms. This would be a much more bottom-up method of reaching a "Decision of the Community" regarding a particular board decision. The ombudsman could act as the facilitator of this process: put the issue to vote, collect and tally the votes of the individual components to render the "Decision of the Community". The board would then be required to adopt this Decision of the Community unless it voted (unanimous or super-majority) to not adopt the Decision of the Community, which could be stipulated to in bylaws. The board would retain ultimate decisional authority as required by Cal Corp law, but it would be very difficult for it to ignore the bottom-up Decision of the Community. Coupled with a mechanism to recall recalcitrant board members, this overall model could solve many of our problems and remake ICANN in a more bottom-up fashion without too much structural redesign. Thoughts?
Thanks, Robin [...]
Robin, Your proposal make so much sense and will give the community an appropriate level of engagement and oversight without creating additional structures. Fiona Asonga ----- Original Message ----- From: "Robin Gross" <robin@ipjustice.org> To: "David Post" <david.g.post@gmail.com>, "accountability-cross-community@icann.org Community" <accountability-cross-community@icann.org> Sent: Thursday, January 22, 2015 3:48:03 AM Subject: Re: [CCWG-ACCT] proposal for how community could be delegated to make some decisions To flesh this proposal out a bit further: The "Community" could overturn a board decision on a limited number of key issues via an ombudsman mediated process in which a decision could be rendered via the "Community". Each individual component of the Community (for example, GAC, GNSO, AT-Large, CCNSO, etc.) would have a proportional weight in the over-all decision of the Community. Currently, each of these individual components already has internal mechanisms in place to make decisions (take policy positions, elections, etc.) through which the decision of the Community is actually rendered. This way, we don't need to create a new super-structure to be "Representational". We can do away with that additional layer entirely - creating the "super board" because decisions can be made in the individual component's internal mechanisms. This would be a much more bottom-up method of reaching a "Decision of the Community" regarding a particular board decision. The ombudsman could act as the facilitator of this process: put the issue to vote, collect and tally the votes of the individual components to render the "Decision of the Community". The board would then be required to adopt this Decision of the Community unless it voted (unanimous or super-majority) to not adopt the Decision of the Community, which could be stipulated to in bylaws. The board would retain ultimate decisional authority as required by Cal Corp law, but it would be very difficult for it to ignore the bottom-up Decision of the Community. Coupled with a mechanism to recall recalcitrant board members, this overall model could solve many of our problems and remake ICANN in a more bottom-up fashion without too much structural redesign. Thoughts? Thanks, Robin On Jan 21, 2015, at 5:14 AM, David Post wrote: With the caveat that I know next-to-nothing specifically about CA non-profit corporation law, it certainly looks to me like Robin's idea fits quite comfortably within the statute. The Board delegates a decision-making function to some other body, as it is allowed to do; it agrees to abide by the decision of that other body, subject to its "ultimate authority" to change its mind and decide NOT to abide by a decision of that other body; but it can only do that by a supermajority, or even a unanimous, vote at the time. It seems to me that gives the Board (as a whole) the "ultimate direction" of corporation - it does get the "final say" - but it also gives the body to which the Board has delegated decision-making power real "teeth" (because the supermajority or unanimity required to overturn its decision will be very difficult to achieve) - David ******************************* David G Post - Senior Fellow, Open Technology Institute/New America Foundation blog (Volokh Conspiracy) http://www.washingtonpost.com/people/david-post book (Jefferson's Moose) http://tinyurl.com/c327w2n music http://tinyurl.com/davidpostmusic publications etc. http://www.davidpost.com ******************************* At 10:45 AM 1/20/2015, Robin Gross wrote: <blockquote> CALIFORNIA CORPORATIONS CODE SECTION Nonprofit Public Benefit Corp: 5210. Each corporation shall have a board of directors. Subject to the provisions of this part and any limitations in the articles or bylaws relating to action required to be approved by the members (Section 5034), or by a majority of all members (Section 5033), the activities and affairs of a corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the board. The board may delegate the management of the activities of the corporation to any person or persons, management company, or committee however composed, provided that the activities and affairs of the corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the board. 2 part solution proposal: 1. So the board may be able to delegate some of these management activities to "the community" - and reserves its ultimate direction to be able to over-turn such a decision by full negative consensus. {i.e. every board member is against it). The board would have to put this restriction on itself in bylaws: the requirement for all board members to vote against a community decision in order to over turn it. 2. If we then added the ability to remove board members, this mechanism might be able to provide the kind of oversight and control the community is looking for without creating super-boards, membership orgs, and still complies with California Corporation law about board retaining ultimate control. Thanks, Robin _______________________________________________ Accountability-Cross-Community mailing list Accountability-Cross-Community@icann.org https://mm.icann.org/mailman/listinfo/accountability-cross-community </blockquote> _______________________________________________ Accountability-Cross-Community mailing list Accountability-Cross-Community@icann.org https://mm.icann.org/mailman/listinfo/accountability-cross-community
I fail to see comments on the "line item" issue of stakeholders. Neither the GNSO, GAC, ALAC etc will have powers over ccNSO (policy) and/or individual ccTLDs. Nor something as vague as a "Community". Unless this is addressed I doubt this would fly. Or rather I know it will not. And, I would most certainly use one of my membership objections. Not negotiable. el On 2015-01-27 10:54, Fiona Asonga wrote:
Robin,
Your proposal make so much sense and will give the community an appropriate level of engagement and oversight without creating additional structures.
Fiona Asonga
------------------------------------------------------------------------ *From: *"Robin Gross" <robin@ipjustice.org> *To: *"David Post" <david.g.post@gmail.com>, "accountability-cross-community@icann.org Community" <accountability-cross-community@icann.org> *Sent: *Thursday, January 22, 2015 3:48:03 AM *Subject: *Re: [CCWG-ACCT] proposal for how community could be delegated to make some decisions
To flesh this proposal out a bit further: The "Community" could overturn a board decision on a limited number of key issues via an ombudsman mediated process in which a decision could be rendered via the "Community". Each individual component of the Community (for example, GAC, GNSO, AT-Large, CCNSO, etc.) would have a proportional weight in the over-all decision of the Community. Currently, each of these individual components already has internal mechanisms in place to make decisions (take policy positions, elections, etc.) through which the decision of the Community is actually rendered. This way, we don't need to create a new super-structure to be "Representational". We can do away with that additional layer entirely - creating the "super board" because decisions can be made in the individual component's internal mechanisms. This would be a much more bottom-up method of reaching a "Decision of the Community" regarding a particular board decision. The ombudsman could act as the facilitator of this process: put the issue to vote, collect and tally the votes of the individual components to render the "Decision of the Community". The board would then be required to adopt this Decision of the Community unless it voted (unanimous or super-majority) to not adopt the Decision of the Community, which could be stipulated to in bylaws. The board would retain ultimate decisional authority as required by Cal Corp law, but it would be very difficult for it to ignore the bottom-up Decision of the Community. Coupled with a mechanism to recall recalcitrant board members, this overall model could solve many of our problems and remake ICANN in a more bottom-up fashion without too much structural redesign. Thoughts?
Thanks, Robin [...]
-- Dr. Eberhard W. Lisse \ / Obstetrician & Gynaecologist (Saar) el@lisse.NA / * | Telephone: +264 81 124 6733 (cell) PO Box 8421 \ / Bachbrecht, Namibia ;____/
D 2015-01-27 10:32 GMT+01:00 Dr Eberhard Lisse <el@lisse.na>:
I fail to see comments on the "line item" issue of stakeholders.
Neither the GNSO, GAC, ALAC etc will have powers over ccNSO (policy) and/or individual ccTLDs. Nor something as vague as a "Community".
Unless this is addressed I doubt this would fly.
Or rather I know it will not.
And, I would most certainly use one of my membership objections.
Not negotiable.
el
On 2015-01-27 10:54, Fiona Asonga wrote:
Robin,
Your proposal make so much sense and will give the community an appropriate level of engagement and oversight without creating additional structures.
Fiona Asonga
------------------------------------------------------------------------ *From: *"Robin Gross" <robin@ipjustice.org> *To: *"David Post" <david.g.post@gmail.com>, "accountability-cross-community@icann.org Community" <accountability-cross-community@icann.org> *Sent: *Thursday, January 22, 2015 3:48:03 AM *Subject: *Re: [CCWG-ACCT] proposal for how community could be delegated to make some decisions
To flesh this proposal out a bit further: The "Community" could overturn a board decision on a limited number of key issues via an ombudsman mediated process in which a decision could be rendered via the "Community". Each individual component of the Community (for example, GAC, GNSO, AT-Large, CCNSO, etc.) would have a proportional weight in the over-all decision of the Community. Currently, each of these individual components already has internal mechanisms in place to make decisions (take policy positions, elections, etc.) through which the decision of the Community is actually rendered. This way, we don't need to create a new super-structure to be "Representational". We can do away with that additional layer entirely - creating the "super board" because decisions can be made in the individual component's internal mechanisms. This would be a much more bottom-up method of reaching a "Decision of the Community" regarding a particular board decision. The ombudsman could act as the facilitator of this process: put the issue to vote, collect and tally the votes of the individual components to render the "Decision of the Community". The board would then be required to adopt this Decision of the Community unless it voted (unanimous or super-majority) to not adopt the Decision of the Community, which could be stipulated to in bylaws. The board would retain ultimate decisional authority as required by Cal Corp law, but it would be very difficult for it to ignore the bottom-up Decision of the Community. Coupled with a mechanism to recall recalcitrant board members, this overall model could solve many of our problems and remake ICANN in a more bottom-up fashion without too much structural redesign. Thoughts?
Thanks, Robin [...]
-- Dr. Eberhard W. Lisse \ / Obstetrician & Gynaecologist (Saar) el@lisse.NA / * | Telephone: +264 81 124 6733 (cell) PO Box 8421 \ / Bachbrecht, Namibia ;____/ _______________________________________________ Accountability-Cross-Community mailing list Accountability-Cross-Community@icann.org https://mm.icann.org/mailman/listinfo/accountability-cross-community
Dear Robin, Thank you very much for your suggestion. It deserved to be carefully examined among one of the possible options while we need to also look at other options. Coming back to your suggestion which already supported by some colleagues, I have few legal and administrative queries which I come back to you once the analysis are over. However, there is a very important element which pushing hard on our head and that is time constrains We need to address that. It seems that some colleagues are in hurry to have something. I also wish to have something but something which is carefully analysed, and supported by everybody and fully responds to the requirement . Regards Kavouss 2015-01-27 14:28 GMT+01:00 Kavouss Arasteh <kavouss.arasteh@gmail.com>:
D
2015-01-27 10:32 GMT+01:00 Dr Eberhard Lisse <el@lisse.na>:
I fail to see comments on the "line item" issue of stakeholders.
Neither the GNSO, GAC, ALAC etc will have powers over ccNSO (policy) and/or individual ccTLDs. Nor something as vague as a "Community".
Unless this is addressed I doubt this would fly.
Or rather I know it will not.
And, I would most certainly use one of my membership objections.
Not negotiable.
el
On 2015-01-27 10:54, Fiona Asonga wrote:
Robin,
Your proposal make so much sense and will give the community an appropriate level of engagement and oversight without creating additional structures.
Fiona Asonga
------------------------------------------------------------------------ *From: *"Robin Gross" <robin@ipjustice.org> *To: *"David Post" <david.g.post@gmail.com>, "accountability-cross-community@icann.org Community" <accountability-cross-community@icann.org> *Sent: *Thursday, January 22, 2015 3:48:03 AM *Subject: *Re: [CCWG-ACCT] proposal for how community could be delegated to make some decisions
To flesh this proposal out a bit further: The "Community" could overturn a board decision on a limited number of key issues via an ombudsman mediated process in which a decision could be rendered via the "Community". Each individual component of the Community (for example, GAC, GNSO, AT-Large, CCNSO, etc.) would have a proportional weight in the over-all decision of the Community. Currently, each of these individual components already has internal mechanisms in place to make decisions (take policy positions, elections, etc.) through which the decision of the Community is actually rendered. This way, we don't need to create a new super-structure to be "Representational". We can do away with that additional layer entirely - creating the "super board" because decisions can be made in the individual component's internal mechanisms. This would be a much more bottom-up method of reaching a "Decision of the Community" regarding a particular board decision. The ombudsman could act as the facilitator of this process: put the issue to vote, collect and tally the votes of the individual components to render the "Decision of the Community". The board would then be required to adopt this Decision of the Community unless it voted (unanimous or super-majority) to not adopt the Decision of the Community, which could be stipulated to in bylaws. The board would retain ultimate decisional authority as required by Cal Corp law, but it would be very difficult for it to ignore the bottom-up Decision of the Community. Coupled with a mechanism to recall recalcitrant board members, this overall model could solve many of our problems and remake ICANN in a more bottom-up fashion without too much structural redesign. Thoughts?
Thanks, Robin [...]
-- Dr. Eberhard W. Lisse \ / Obstetrician & Gynaecologist (Saar) el@lisse.NA / * | Telephone: +264 81 124 6733 (cell) PO Box 8421 \ / Bachbrecht, Namibia ;____/ _______________________________________________ Accountability-Cross-Community mailing list Accountability-Cross-Community@icann.org https://mm.icann.org/mailman/listinfo/accountability-cross-community
I find my self in full agreement with regards to the cautious approach. el On 2015-01-27 15:33, Kavouss Arasteh wrote:> Dear Robin,
Thank you very much for your suggestion. It deserved to be carefully examined among one of the possible options while we need to also look at other options. Coming back to your suggestion which already supported by some colleagues, I have few legal and administrative queries which I come back to you once the analysis are over. However, there is a very important element which pushing hard on our head and that is time constrains We need to address that. It seems that some colleagues are in hurry to have something. I also wish to have something but something which is carefully analysed, and supported by everybody and fully responds to the requirement . Regards Kavouss
Dear Robin, all, Reading it, it looks attractive in its (seeming) simplicity to implement, as it used existing „paths and processes” so to speak. And, as you say, it does not introduce new „layers” or „super boards”. Reflecting on it and considering the reactions so far, I am afraid it won’t be as simple as it seems. For instance for reasons that Eberhard mentions: one part of the community (to be defined) cannot be decisive on issues that only concern another part of the community. But also because it would introduce new accountability concerns: at the level of the ombudsman, at the level of the board retaining ultimate decisional authority and at the level of the process to „recall recalcitrant board members”. So in the end, I wonder if it would be less complex to implement than a membership structure or some kind of a supervisory structure. Because the structures themselves do not really make matters more complex, the related procedures, processes and accountability mechanisms do. However, I do agree that this is a direction that we should continue to explore too. Regards, Roelof Meijer From: Robin Gross <robin@ipjustice.org<mailto:robin@ipjustice.org>> Date: donderdag 22 januari 2015 01:48 To: David Post <david.g.post@gmail.com<mailto:david.g.post@gmail.com>>, "accountability-cross-community@icann.org<mailto:accountability-cross-community@icann.org> Community" <accountability-cross-community@icann.org<mailto:accountability-cross-community@icann.org>> Subject: Re: [CCWG-ACCT] proposal for how community could be delegated to make some decisions To flesh this proposal out a bit further: The "Community" could overturn a board decision on a limited number of key issues via an ombudsman mediated process in which a decision could be rendered via the "Community". Each individual component of the Community (for example, GAC, GNSO, AT-Large, CCNSO, etc.) would have a proportional weight in the over-all decision of the Community. Currently, each of these individual components already has internal mechanisms in place to make decisions (take policy positions, elections, etc.) through which the decision of the Community is actually rendered. This way, we don't need to create a new super-structure to be "Representational". We can do away with that additional layer entirely - creating the "super board" because decisions can be made in the individual component's internal mechanisms. This would be a much more bottom-up method of reaching a "Decision of the Community" regarding a particular board decision. The ombudsman could act as the facilitator of this process: put the issue to vote, collect and tally the votes of the individual components to render the "Decision of the Community". The board would then be required to adopt this Decision of the Community unless it voted (unanimous or super-majority) to not adopt the Decision of the Community, which could be stipulated to in bylaws. The board would retain ultimate decisional authority as required by Cal Corp law, but it would be very difficult for it to ignore the bottom-up Decision of the Community. Coupled with a mechanism to recall recalcitrant board members, this overall model could solve many of our problems and remake ICANN in a more bottom-up fashion without too much structural redesign. Thoughts? Thanks, Robin On Jan 21, 2015, at 5:14 AM, David Post wrote: With the caveat that I know next-to-nothing specifically about CA non-profit corporation law, it certainly looks to me like Robin's idea fits quite comfortably within the statute. The Board delegates a decision-making function to some other body, as it is allowed to do; it agrees to abide by the decision of that other body, subject to its "ultimate authority" to change its mind and decide NOT to abide by a decision of that other body; but it can only do that by a supermajority, or even a unanimous, vote at the time. It seems to me that gives the Board (as a whole) the "ultimate direction" of corporation - it does get the "final say" - but it also gives the body to which the Board has delegated decision-making power real "teeth" (because the supermajority or unanimity required to overturn its decision will be very difficult to achieve) - David ******************************* David G Post - Senior Fellow, Open Technology Institute/New America Foundation blog (Volokh Conspiracy) http://www.washingtonpost.com/people/david-post book (Jefferson's Moose) http://tinyurl.com/c327w2n <http://tinyurl.com/c327w2n%A0%A0%A0%A0%A0> music http://tinyurl.com/davidpostmusic publications etc. http://www.davidpost.com <http://www.davidpost.com /> ******************************* At 10:45 AM 1/20/2015, Robin Gross wrote: CALIFORNIA CORPORATIONS CODE SECTION Nonprofit Public Benefit Corp: 5210. Each corporation shall have a board of directors. Subject to the provisions of this part and any limitations in the articles or bylaws relating to action required to be approved by the members (Section 5034), or by a majority of all members (Section 5033), the activities and affairs of a corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the board. The board may delegate the management of the activities of the corporation to any person or persons, management company, or committee however composed, provided that the activities and affairs of the corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the board. 2 part solution proposal: 1. So the board may be able to delegate some of these management activities to "the community" - and reserves its ultimate direction to be able to over-turn such a decision by full negative consensus. {i.e. every board member is against it). The board would have to put this restriction on itself in bylaws: the requirement for all board members to vote against a community decision in order to over turn it. 2. If we then added the ability to remove board members, this mechanism might be able to provide the kind of oversight and control the community is looking for without creating super-boards, membership orgs, and still complies with California Corporation law about board retaining ultimate control. Thanks, Robin _______________________________________________ Accountability-Cross-Community mailing list Accountability-Cross-Community@icann.org<mailto:Accountability-Cross-Community@icann.org> https://mm.icann.org/mailman/listinfo/accountability-cross-community
participants (10)
-
Beran Gillen - Yahoo -
Dr Eberhard Lisse -
Dr Eberhard W Lisse
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Dr Eberhard W Lisse -
Fiona Asonga -
Jon Nevett -
Kavouss Arasteh -
Robin Gross -
Roelof Meijer -
Seun Ojedeji