Re: [CWG-Stewardship] PTI Board Composition
However, my recollection is that if we select the LLC option, a board is NOT a requirement (but could be an option). Alan At 25/05/2015 12:36 AM, Greg Shatan wrote:
Seun,
It's a basic and unwaivable element of a corporation (non-profit or for profit) to have a board of directors. The relevant section of the California Corporate Code reads (emphasis added):
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.
On Sun, May 24, 2015 at 1:44 PM, Seun Ojedeji <<mailto:seun.ojedeji@gmail.com>seun.ojedeji@gmail.com> wrote:
sent from Google nexus 4 kindly excuse brevity and typos. On 24 May 2015 15:53, "Seun Ojedeji" <<mailto:seun.ojedeji@gmail.com>seun.ojedeji@gmail.com> wrote:
Hi Avri,
Thanks for the attempt, I don't think the noncom option would
work especially as they would be selecting within stakeholders that are more than 3. I would have love to have an MS PTI board, but the possibility of it not becoming a large one may not be realistic.
I see 3 options going forward:
- PTI gets filled with a committee of ICANN board and IANA most senior staff
- PTI gets filled with 2 ICANN global leaders, 1 ICANN board liaison and IANA most senior staff
- We ask legal if it's compulsory to have a for PTI and if it isn't then the most senior IANA staff should just manage PTI and report to ICANN board/community
SO: Edit:
- We ask legal if it's compulsory to have a *board* for PTI and if it isn't then the most senior IANA staff should just manage PTI and report to ICANN board/community
Cheers!
Regards sent from Google nexus 4 kindly excuse brevity and typos.
On 24 May 2015 13:50, "Avri Doria" <<mailto:avri@acm.org>avri@acm.org> wrote:
Hi,
I would like to put a proposal on the table on the composition of the PTI Board.
Specifically
On 22-May-15 18:32, Avri Doria wrote:
* On the PTI Board, I believe it should be minimal, so instead of having a balanced multstakeholder set of individuals, it should have a majority of representatives (s)elected by a multistakeholder modality. e.g 1 ICANN Staff, 1 PTI Staff, 3 selected by ICANN Nomcom.
Personally, I propose:
1 ICANN Staff as selected by ICANN President and endorsed by ICANN Board 1 PTI Staff, typically the Sr. Officer of the PTI, i.e its President or Executive Director or their designee 3 Nomcom Selections various liaisons as agreed after cross operational community discussions
This PTI Board would have fewer people in it than the PTI staff has, but would be large enough for some degree of diversity.
While in a formal sense, this would seem to be an outside Board, given that the majority is picked by the ICANN community instead of the ICANN staff, it is an insider board when considered from the perspective of ICANN as a multistakeholder run organization.
It avoids the problem of deciding that one stakeholder type is more appropriate that another, but allows the community on an annual basis to decide which skills and knowledge are most important using a well established ICANN method. The skills and knowledge may vary over time, including considerations such as operational experience, financial skill, international legal knowledge, security capability, root zone operator perspective, community policy perspective, DNS protocol or system design expertise. Those selected by the ICANN Nomcom could be community insiders or outside experts, as decided by each Nomcom according to the perceived needs at that time. The set of considerations and needs would be decided on by the ICANN Nomcom in consultation with ICANN Board & Staff, the multistakeholder community and PTI staff, according to Nomcom's normal current and future practices.
In terms of the current discussions, it allows us to defer certain decisions, such as which skill and knowledge categories are most appropriate until they can address future understandings. It avoid having the CWG micromanage the future of the PTI Board, yet leaves it under the community's control.
thanks avri
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Alan, That is conceptually correct, to the best of my understanding. LLC's are kind of like a parallel world, where concepts more or less similar to those of corporations are given different names, in part because an LLC has some "DNA" from partnerships and some from corporations. -- An LLC issues "units" instead of "shares" -- The owners of units are called "members" rather than shareholders -- An LLC that is wholly-owned by another entity is called a single-member LLC -- LLC's can be "member-managed" and thus will not have a separate manager (or a board of managers). In many states, member-managed is the default (which does not mean it is right for every circumstance). If there is more than one member, one member can be designated the "managing member." In the present instance, PTI could be a single-member LLC, where ICANN is the sole member, and PTI can be member managed (i.e, ICANN would be the managing (and only) member). This solves the ownership, control and accountability issue fairly simply. There are other pros and cons to non-profit affiliate vs. LLC subsidiary, which I believe counsel have discussed, but this aspect can be seen as more straightforward. Note that its my understanding that "managers" are not really the same as "directors," so a board of managers is not the same as a board of directors. Very roughly, LLC managers are expected to manage, and as such have broader powers than directors in many ways (e.g., the power to bind the LLC). Greg On Mon, May 25, 2015 at 12:46 AM, Alan Greenberg <alan.greenberg@mcgill.ca> wrote:
However, my recollection is that if we select the LLC option, a board is NOT a requirement (but could be an option). Alan
At 25/05/2015 12:36 AM, Greg Shatan wrote:
Seun,
It's a basic and unwaivable element of a corporation (non-profit or for profit) to have a board of directors. The relevant section of the California Corporate Code reads (emphasis added):
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.
On Sun, May 24, 2015 at 1:44 PM, Seun Ojedeji <seun.ojedeji@gmail.com > wrote:
sent from Google nexus 4 kindly excuse brevity and typos. On 24 May 2015 15:53, "Seun Ojedeji" <seun.ojedeji@gmail.com > wrote:
Hi Avri,
Thanks for the attempt, I don't think the noncom option would work
especially as they would be selecting within stakeholders that are more than 3. I would have love to have an MS PTI board, but the possibility of it not becoming a large one may not be realistic.
I see 3 options going forward:
- PTI gets filled with a committee of ICANN board and IANA most senior staff
- PTI gets filled with 2 ICANN global leaders, 1 ICANN board liaison and IANA most senior staff
- We ask legal if it's compulsory to have a for PTI and if it isn't then the most senior IANA staff should just manage PTI and report to ICANN board/community
SO: Edit:
- We ask legal if it's compulsory to have a *board* for PTI and if it isn't then the most senior IANA staff should just manage PTI and report to ICANN board/community
Cheers!
Regards sent from Google nexus 4 kindly excuse brevity and typos.
On 24 May 2015 13:50, "Avri Doria" <avri@acm.org> wrote:
Hi,
I would like to put a proposal on the table on the composition of the PTI Board.
Specifically
On 22-May-15 18:32, Avri Doria wrote:
* On the PTI Board, I believe it should be minimal, so instead of
having
a balanced multstakeholder set of individuals, it should have a majority of representatives (s)elected by a multistakeholder modality. e.g 1 ICANN Staff, 1 PTI Staff, 3 selected by ICANN Nomcom.
Personally, I propose:
1 ICANN Staff as selected by ICANN President and endorsed by ICANN Board 1 PTI Staff, typically the Sr. Officer of the PTI, i.e its President or Executive Director or their designee 3 Nomcom Selections various liaisons as agreed after cross operational community discussions
This PTI Board would have fewer people in it than the PTI staff has, but would be large enough for some degree of diversity.
While in a formal sense, this would seem to be an outside Board, given that the majority is picked by the ICANN community instead of the ICANN staff, it is an insider board when considered from the perspective of ICANN as a multistakeholder run organization.
It avoids the problem of deciding that one stakeholder type is more appropriate that another, but allows the community on an annual basis to decide which skills and knowledge are most important using a well established ICANN method. The skills and knowledge may vary over time, including considerations such as operational experience, financial skill, international legal knowledge, security capability, root zone operator perspective, community policy perspective, DNS protocol or system design expertise. Those selected by the ICANN Nomcom could be community insiders or outside experts, as decided by each Nomcom according to the perceived needs at that time. The set of considerations and needs would be decided on by the ICANN Nomcom in consultation with ICANN Board & Staff, the multistakeholder community and PTI staff, according to Nomcom's normal current and future practices.
In terms of the current discussions, it allows us to defer certain decisions, such as which skill and knowledge categories are most appropriate until they can address future understandings. It avoid having the CWG micromanage the future of the PTI Board, yet leaves it under the community's control.
thanks avri
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participants (2)
-
Alan Greenberg -
Greg Shatan