Finally, I am not sure that I accept an explanation that a councilor doesn't have to transfer proxy because he is voting the constituency's views ... a councilor may still have a conflicting interest... regardless.....this needs to be declared... and I personally want to have clarification of whether proxy can be passed, when a councilor is conflicted, with direction or has to be passed neutrally, and to a neutral party. I agree with this entirely...it needs exploration. The constituency needs an unbiased representation. Finally, perhaps we might task all councilors to bring in examples of how conflicts are handled, not only hearing how CIRA, but also ISOC how they address, if they do, and ask other entities, like InternetNZ, RIPE NCC, CENTR, etc. for ideas, and experiences. Given our host is InternetNZ, we could invite Keith Davidson, the ExeDir to talk to us about their approach, in person, in Wellington. I confess to knowing about it... from my colleague, Grant Forsyth, who is a counselor, but he should describe... as the expert... I agree with this as well.. if we are still discussing the conflict of interest issue for councilors, then SOX will definitly not apply to such organizations. The guidelines we need to come up with for ICANN is a bit more complex and need to focus on *'transparency'* over the existing perceived conflict of interest. Regards Sophia On 07/02/06, Marilyn Cade <marilynscade@hotmail.com> wrote:
Thanks, Bruce.
While I appreciate asking the GC of ICANN for his views, I also think that the Council should establish its policy regarding proxies, and propose any needed amendments to the bylaws. And we should of course, seek ICANN counsel advice.
Otherwise, we will find Councilors reluctant to allow votes/meetings when they are physically unavailable. Since most councilors from constituencies are "required" to vote the views of their constituency -- most, but not all -- it is probably reasonable that the constituencies will want to exercise proxy, even if a councilor is unavoidably unavailable.
I have personally missed only a few meetings -- usually when in the air for international travel... but some absences are unavoidable... and should not penalize the constituency.
We are not the Board. We are a collection of Constituencies... that means that our circumstances are unique.
Finally, I am not sure that I accept an explanation that a councilor doesn't have to transfer proxy because he is voting the constituency's views ... a councilor may still have a conflicting interest... regardless.....this needs to be declared... and I personally want to have clarification of whether proxy can be passed, when a councilor is conflicted, with direction or has to be passed neutrally, and to a neutral party.
But we don't need to debate this on this email... instead, that is the discussion yet to come, as the council discusses these issues. No need to look backward, but perhaps this is a topic for Wellington -- and a topic that the GC himself will want to dialogue with the Council about. . . . And perhaps we could invite the Board committee itself to join us for this discussion?
Finally, perhaps we might task all councilors to bring in examples of how conflicts are handled, not only hearing how CIRA, but also ISOC how they address, if they do, and ask other entities, like InternetNZ, RIPE NCC, CENTR, etc. for ideas, and experiences. Given our host is InternetNZ, we could invite Keith Davidson, the ExeDir to talk to us about their approach, in person, in Wellington. I confess to knowing about it... from my colleague, Grant Forsyth, who is a counselor, but he should describe... as the expert...
Marilyn
-----Original Message----- From: owner-council@gnso.icann.org [mailto:owner-council@gnso.icann.org] On Behalf Of Bruce Tonkin Sent: Tuesday, February 07, 2006 7:11 PM To: council@gnso.icann.org Subject: [council] Regarding proxies
Hello Marilyn,
I know that some of the new Councillors may find the proxy use
confusing.
Glen, could you perhaps write out a short description of how
proxies are used, based on our past history, and Bruce might
review it?
For information, I have also requested some advice from the ICANN
General Counsel's office with respect to our current use of proxies.
The bylaws don't make explicit mention of proxies.
(the relevant section of the bylaws is Article X, section 3, clause 8:
"Members entitled to cast a majority of the total number of votes of
GNSO Council members then in office shall constitute a quorum for the
transaction of business, and acts by a majority vote of the GNSO Council
members present at any meeting at which there is a quorum shall be acts
of the GNSO Council"
I can't find a specific reference to proxies within the ICANN bylaws,
but there is mention in our current operating procedures, which can be
found at:
http://www.gnso.icann.org/council/names-proceduresv7.shtml#5
I am seeking clarification on whether proxies count with respect to
establishing quorum or for voting during a meeting.
Regards,
Bruce Tonkin
-- Sophia Bekele Voice/Fax: 925-935-1598 Mob:925-818-0948 sophiabekele@gmail.com sbekele@cbsintl.com SKYPE: skypesoph www.cbsintl.com