Re: [lac-discuss-en] [IANA-issues] Fwd: Re: CCWG Statement v07 as requested.
Language really does matter. So, I agree with most of the edits. But I so too would have liked to see more forceful language use in the ALAC's responses, especially in regard to the *Section 3: Principles. *And then, I also have philosophical differences with elements that the ALAC seems to be endorsing. Regarding Para 154 et. al., we should be bold and write the language we would have liked to see. I have learned from experience that you must always take care to write your own self explicitly in organisational principles. For Luddites and fellow travelers are forever with us and they tend to dumb down on principles. Regarding Para 199, again, let's rubbish this exercise in sophistry. Sweet bleeding Christ, what chutzpah! The writer here actually says that decisions about the DNS have ALWAYS and must remain 'neutral and judgment free'!. In what universe? Call it what it is, a squalid lie. Para 218 again is a deviant operation lurking in plain sight, party to a neo-liberal political economy that enables a standing bit of ICANN tom foolery; ICANN is not a regulator. Its like the cuckoo; lay your eggs in some other poor bird's nest and let 'em feed and groom your big ass chick, they dumb enough not to recognize a bastard. ICANN really wants to remain care-free from what happens in the market it created, that it imposes obligations for to all of us, sustains in many ways yet wishes to remove itself from the duty of care from the aftermath. This position must be rejected for cause. As it relates to Section 7, this is where I differ philosophically from the trending ALAC position. However, you might wish to revisit this business of having directors lockboxing certain rights in lieu of appointment. We still have the law - and the case law - of the State of California to contend with. Now, for a corporate entity domiciled in California and subject to California and U.S laws, libel, slander and defamation are not the same in law as say the UK or even Jamaica. But certainly the question of how much of 'coercive' you can get done before you impinge on a constitutional right is now live. The thing is one cannot sign away a constitutional right, even if you're ignorant. Plus we are still a long way away from figuring out what is the makeup of 'statutory and fiduciary responsibilities' imposed by California law on directors. The law there does not suppose they be lapdogs. Finally, while I generally support Sebastien's Minority Statement, his alternative proposal to removal of only 7 members of the Board during a given year is also not much more desirable. Quite apart from the prospect of reducing directors to lapdogs, I do not think you can edit out the tenets of natural justice to which each director is born much less to coerce one to give up one's constitutional rights in lieu of a Board seat. There is something malodorous about that concept so I would reject that on principle. It is far better to have a framework with a third of the Board is subject to natural renewal at a frequency less than the natural appointment duration of each board member - say every 2 years - than invoke a process that might actually take more years to complete. Best, -Carlton ============================== Carlton A Samuels Mobile: 876-818-1799 *Strategy, Planning, Governance, Assessment & Turnaround* ============================= On Fri, Sep 4, 2015 at 2:01 PM, Alan Greenberg <alan.greenberg@mcgill.ca> wrote:
Sebastien has sent in the following comments. If anyone has any support or concerns, please let us know, preferably on the wiki.
Alan
Date: Fri, 4 Sep 2015 20:30:27 +0200
Subject: Re: CCWG Statement v07 as requested. From: Sébastien Bachollet <sebastien@bachollet.com> To: Alan Greenberg <alan.greenberg@mcgill.ca>
Thanks Alan, Please find attached the V7-Clean with my comments, questions, proposals and changes. If you have any questionS All the best Sébastien Bachollet +33 6 07 66 89 33 Blog: http://sebastien.bachollet.fr/ Mail: Sébastien Bachollet <sebastien@bachollet.com>
Le 04/09/2015 18:54, « Alan Greenberg » <alan.greenberg@mcgill.ca> a écrit :
_______________________________________________ Iana-issues mailing list Iana-issues@atlarge-lists.icann.org https://mm.icann.org/mailman/listinfo/iana-issues
Alan, Carlton: 1. Regarding the removal of Directors, (a) SOs and ACs _appointed_ their Directors in the first place. So, who is responsible for the Directors that they have got? (b) NomCom appoints _independent_ Directors. My comments on this have already been posted. The whole point of having independent Directors is to create a check and balance in the Board. If any SO can initiate (even threaten to initiate) removal, what hope for the internal checks and balances? 2. Regarding Competition and other Regulatory matters, I read somewhere in section 3 that competition would rely on market mechanisms. That is ludicrous in this market. The whole point of regulatory responsibilities for competition is to address issues which are NOT resolved by market mechanisms, and there ARE some. Of course there are other regulatory issues that ICANN has failed to address recently. e.g. .XYZ, .SUCKS, .VIN etc.) Regards CW PS: I find it increasingly difficult to handle the volume of all this stuff. How to cross reference the CWG report, the CCWG report the At Large report, the Board and Jones Day. Impossible. PPS: I read the Sidley proposals for Fundamental Bylaws. Those would make it impossible for the Board to demur from the SOs in the event of GAC contrary advice. I believe that to be deliberate. I note that several GAC members have already perceived that game being played behind their backs. On 05 Sep 2015, at 19:17, Carlton Samuels <carlton.samuels@gmail.com> wrote:
Language really does matter.
So, I agree with most of the edits. But I so too would have liked to see more forceful language use in the ALAC's responses, especially in regard to the Section 3: Principles. And then, I also have philosophical differences with elements that the ALAC seems to be endorsing.
Regarding Para 154 et. al., we should be bold and write the language we would have liked to see. I have learned from experience that you must always take care to write your own self explicitly in organisational principles. For Luddites and fellow travelers are forever with us and they tend to dumb down on principles.
Regarding Para 199, again, let's rubbish this exercise in sophistry. Sweet bleeding Christ, what chutzpah! The writer here actually says that decisions about the DNS have ALWAYS and must remain 'neutral and judgment free'!. In what universe? Call it what it is, a squalid lie.
Para 218 again is a deviant operation lurking in plain sight, party to a neo-liberal political economy that enables a standing bit of ICANN tom foolery; ICANN is not a regulator. Its like the cuckoo; lay your eggs in some other poor bird's nest and let 'em feed and groom your big ass chick, they dumb enough not to recognize a bastard. ICANN really wants to remain care-free from what happens in the market it created, that it imposes obligations for to all of us, sustains in many ways yet wishes to remove itself from the duty of care from the aftermath. This position must be rejected for cause.
As it relates to Section 7, this is where I differ philosophically from the trending ALAC position. However, you might wish to revisit this business of having directors lockboxing certain rights in lieu of appointment.
We still have the law - and the case law - of the State of California to contend with. Now, for a corporate entity domiciled in California and subject to California and U.S laws, libel, slander and defamation are not the same in law as say the UK or even Jamaica. But certainly the question of how much of 'coercive' you can get done before you impinge on a constitutional right is now live. The thing is one cannot sign away a constitutional right, even if you're ignorant. Plus we are still a long way away from figuring out what is the makeup of 'statutory and fiduciary responsibilities' imposed by California law on directors. The law there does not suppose they be lapdogs.
Finally, while I generally support Sebastien's Minority Statement, his alternative proposal to removal of only 7 members of the Board during a given year is also not much more desirable.
Quite apart from the prospect of reducing directors to lapdogs, I do not think you can edit out the tenets of natural justice to which each director is born much less to coerce one to give up one's constitutional rights in lieu of a Board seat. There is something malodorous about that concept so I would reject that on principle.
It is far better to have a framework with a third of the Board is subject to natural renewal at a frequency less than the natural appointment duration of each board member - say every 2 years - than invoke a process that might actually take more years to complete.
Best, -Carlton
============================== Carlton A Samuels Mobile: 876-818-1799 Strategy, Planning, Governance, Assessment & Turnaround =============================
On Fri, Sep 4, 2015 at 2:01 PM, Alan Greenberg <alan.greenberg@mcgill.ca> wrote: Sebastien has sent in the following comments. If anyone has any support or concerns, please let us know, preferably on the wiki.
Alan
Date: Fri, 4 Sep 2015 20:30:27 +0200 Subject: Re: CCWG Statement v07 as requested. From: Sébastien Bachollet <sebastien@bachollet.com> To: Alan Greenberg <alan.greenberg@mcgill.ca>
Thanks Alan, Please find attached the V7-Clean with my comments, questions, proposals and changes. If you have any questionS All the best Sébastien Bachollet +33 6 07 66 89 33 Blog: http://sebastien.bachollet.fr/ Mail: Sébastien Bachollet <sebastien@bachollet.com>
Le 04/09/2015 18:54, « Alan Greenberg » <alan.greenberg@mcgill.ca> a écrit :
_______________________________________________ Iana-issues mailing list Iana-issues@atlarge-lists.icann.org https://mm.icann.org/mailman/listinfo/iana-issues
<ALAC-Comment-v07-clean_sbt with further comments by Carlton Sep 5.docx>_______________________________________________ Iana-issues mailing list Iana-issues@atlarge-lists.icann.org https://mm.icann.org/mailman/listinfo/iana-issues
Christopher: To your #1, here's what we're working with. Current corporate governance doctrine - and the presumption in what is termed 'statutory and fiduciary responsibilities' is that once chosen and seated, a director discards any obligation to his tribe or group and retains no fealty to the sending/selecting organisation. His/her obligations and fealty now are solely to ICANN, the corporation. You and I would think that it is the sending/selecting organisation that should be accountable for the bad seed and be the lead in any clean up. But if you follow the logic of the current doctrine you will see how you could arrive at the position that any of the stakeholder classes now have standing to petition removal. As to the matter of 'independent' directors, it depends on what you think independent means in this context. Maybe a closer look as the requirement and suggested profiles of the NomCom chosen directors you might have another take on it. I take your #2 as given. -Carlton ============================== Carlton A Samuels Mobile: 876-818-1799 *Strategy, Planning, Governance, Assessment & Turnaround* ============================= On Sat, Sep 5, 2015 at 2:01 PM, CW Mail <mail@christopherwilkinson.eu> wrote:
Alan, Carlton:
1. Regarding the removal of Directors, (a) SOs and ACs _appointed_ their Directors in the first place. So, who is responsible for the Directors that they have got? (b) NomCom appoints _independent_ Directors. My comments on this have already been posted. The whole point of having independent Directors is to create a check and balance in the Board. If any SO can initiate (even threaten to initiate) removal, what hope for the internal checks and balances?
2. Regarding Competition and other Regulatory matters, I read somewhere in section 3 that competition would rely on market mechanisms. That is ludicrous in this market. The whole point of regulatory responsibilities for competition is to address issues which are NOT resolved by market mechanisms, and there ARE some.
Of course there are other regulatory issues that ICANN has failed to address recently. e.g. .XYZ, .SUCKS, .VIN etc.)
Regards
CW
PS: I find it increasingly difficult to handle the volume of all this stuff. How to cross reference the CWG report, the CCWG report the At Large report, the Board and Jones Day. Impossible.
PPS: I read the Sidley proposals for Fundamental Bylaws. Those would make it impossible for the Board to demur from the SOs in the event of GAC contrary advice. I believe that to be deliberate. I note that several GAC members have already perceived that game being played behind their backs.
On 05 Sep 2015, at 19:17, Carlton Samuels <carlton.samuels@gmail.com> wrote:
Language really does matter.
So, I agree with most of the edits. But I so too would have liked to see more forceful language use in the ALAC's responses, especially in regard to the *Section 3: Principles. *And then, I also have philosophical differences with elements that the ALAC seems to be endorsing.
Regarding Para 154 et. al., we should be bold and write the language we would have liked to see. I have learned from experience that you must always take care to write your own self explicitly in organisational principles. For Luddites and fellow travelers are forever with us and they tend to dumb down on principles.
Regarding Para 199, again, let's rubbish this exercise in sophistry. Sweet bleeding Christ, what chutzpah! The writer here actually says that decisions about the DNS have ALWAYS and must remain 'neutral and judgment free'!. In what universe? Call it what it is, a squalid lie.
Para 218 again is a deviant operation lurking in plain sight, party to a neo-liberal political economy that enables a standing bit of ICANN tom foolery; ICANN is not a regulator. Its like the cuckoo; lay your eggs in some other poor bird's nest and let 'em feed and groom your big ass chick, they dumb enough not to recognize a bastard. ICANN really wants to remain care-free from what happens in the market it created, that it imposes obligations for to all of us, sustains in many ways yet wishes to remove itself from the duty of care from the aftermath. This position must be rejected for cause.
As it relates to Section 7, this is where I differ philosophically from the trending ALAC position. However, you might wish to revisit this business of having directors lockboxing certain rights in lieu of appointment.
We still have the law - and the case law - of the State of California to contend with. Now, for a corporate entity domiciled in California and subject to California and U.S laws, libel, slander and defamation are not the same in law as say the UK or even Jamaica. But certainly the question of how much of 'coercive' you can get done before you impinge on a constitutional right is now live. The thing is one cannot sign away a constitutional right, even if you're ignorant. Plus we are still a long way away from figuring out what is the makeup of 'statutory and fiduciary responsibilities' imposed by California law on directors. The law there does not suppose they be lapdogs.
Finally, while I generally support Sebastien's Minority Statement, his alternative proposal to removal of only 7 members of the Board during a given year is also not much more desirable.
Quite apart from the prospect of reducing directors to lapdogs, I do not think you can edit out the tenets of natural justice to which each director is born much less to coerce one to give up one's constitutional rights in lieu of a Board seat. There is something malodorous about that concept so I would reject that on principle.
It is far better to have a framework with a third of the Board is subject to natural renewal at a frequency less than the natural appointment duration of each board member - say every 2 years - than invoke a process that might actually take more years to complete.
Best, -Carlton
============================== Carlton A Samuels Mobile: 876-818-1799 *Strategy, Planning, Governance, Assessment & Turnaround* =============================
On Fri, Sep 4, 2015 at 2:01 PM, Alan Greenberg <alan.greenberg@mcgill.ca> wrote:
Sebastien has sent in the following comments. If anyone has any support or concerns, please let us know, preferably on the wiki.
Alan
Date: Fri, 4 Sep 2015 20:30:27 +0200
Subject: Re: CCWG Statement v07 as requested. From: Sébastien Bachollet <sebastien@bachollet.com> To: Alan Greenberg <alan.greenberg@mcgill.ca>
Thanks Alan, Please find attached the V7-Clean with my comments, questions, proposals and changes. If you have any questionS All the best Sébastien Bachollet +33 6 07 66 89 33 Blog: http://sebastien.bachollet.fr/ Mail: Sébastien Bachollet <sebastien@bachollet.com>
Le 04/09/2015 18:54, « Alan Greenberg » <alan.greenberg@mcgill.ca> a écrit :
_______________________________________________ Iana-issues mailing list Iana-issues@atlarge-lists.icann.org https://mm.icann.org/mailman/listinfo/iana-issues
<ALAC-Comment-v07-clean_sbt with further comments by Carlton Sep 5.docx> _______________________________________________ Iana-issues mailing list Iana-issues@atlarge-lists.icann.org https://mm.icann.org/mailman/listinfo/iana-issues
_______________________________________________ lac-discuss-en mailing list lac-discuss-en@atlarge-lists.icann.org https://atlarge-lists.icann.org/mailman/listinfo/lac-discuss-en
I have a question. In case a Director is removed by some mechanism, can the appointing body re-appoint him/her? - If no, does this not looks as a prevarication of the rights of one appointing body (SO or AC or NomCom) by the majority of other appointing bodies? i.e. does this not imply that each and every appointing body have to appoint people that are not disliked by the majority of other bodies? Does not this sound *really* bad? - If yes, does this not look *really* useless, because at the end of the day the appointing body is the only one who has the power of removing, regardless what the other appointing bodies think about? In either case, the removal clause as is does not look really useful. To me personally but I acknowledge the fact that being out of tune I am not fit for singing in a choir it looks seriously silly. Cheers, R. Da: iana-issues-bounces@atlarge-lists.icann.org [mailto:iana-issues-bounces@atlarge-lists.icann.org] Per conto di CW Mail Inviato: sabato 5 settembre 2015 21:01 A: Alan Greenberg Cc: IANA Issues; lac-discuss-en@atlarge-lists.icann.org Oggetto: Re: [IANA-issues] Fwd: Re: CCWG Statement v07 as requested. Alan, Carlton: 1. Regarding the removal of Directors, (a) SOs and ACs _appointed_ their Directors in the first place. So, who is responsible for the Directors that they have got? (b) NomCom appoints _independent_ Directors. My comments on this have already been posted. The whole point of having independent Directors is to create a check and balance in the Board. If any SO can initiate (even threaten to initiate) removal, what hope for the internal checks and balances? 2. Regarding Competition and other Regulatory matters, I read somewhere in section 3 that competition would rely on market mechanisms. That is ludicrous in this market. The whole point of regulatory responsibilities for competition is to address issues which are NOT resolved by market mechanisms, and there ARE some. Of course there are other regulatory issues that ICANN has failed to address recently. e.g. .XYZ, .SUCKS, .VIN etc.) Regards CW PS: I find it increasingly difficult to handle the volume of all this stuff. How to cross reference the CWG report, the CCWG report the At Large report, the Board and Jones Day. Impossible. PPS: I read the Sidley proposals for Fundamental Bylaws. Those would make it impossible for the Board to demur from the SOs in the event of GAC contrary advice. I believe that to be deliberate. I note that several GAC members have already perceived that game being played behind their backs. On 05 Sep 2015, at 19:17, Carlton Samuels <carlton.samuels@gmail.com> wrote: Language really does matter. So, I agree with most of the edits. But I so too would have liked to see more forceful language use in the ALAC's responses, especially in regard to the Section 3: Principles. And then, I also have philosophical differences with elements that the ALAC seems to be endorsing. Regarding Para 154 et. al., we should be bold and write the language we would have liked to see. I have learned from experience that you must always take care to write your own self explicitly in organisational principles. For Luddites and fellow travelers are forever with us and they tend to dumb down on principles. Regarding Para 199, again, let's rubbish this exercise in sophistry. Sweet bleeding Christ, what chutzpah! The writer here actually says that decisions about the DNS have ALWAYS and must remain 'neutral and judgment free'!. In what universe? Call it what it is, a squalid lie. Para 218 again is a deviant operation lurking in plain sight, party to a neo-liberal political economy that enables a standing bit of ICANN tom foolery; ICANN is not a regulator. Its like the cuckoo; lay your eggs in some other poor bird's nest and let 'em feed and groom your big ass chick, they dumb enough not to recognize a bastard. ICANN really wants to remain care-free from what happens in the market it created, that it imposes obligations for to all of us, sustains in many ways yet wishes to remove itself from the duty of care from the aftermath. This position must be rejected for cause. As it relates to Section 7, this is where I differ philosophically from the trending ALAC position. However, you might wish to revisit this business of having directors lockboxing certain rights in lieu of appointment. We still have the law - and the case law - of the State of California to contend with. Now, for a corporate entity domiciled in California and subject to California and U.S laws, libel, slander and defamation are not the same in law as say the UK or even Jamaica. But certainly the question of how much of 'coercive' you can get done before you impinge on a constitutional right is now live. The thing is one cannot sign away a constitutional right, even if you're ignorant. Plus we are still a long way away from figuring out what is the makeup of 'statutory and fiduciary responsibilities' imposed by California law on directors. The law there does not suppose they be lapdogs. Finally, while I generally support Sebastien's Minority Statement, his alternative proposal to removal of only 7 members of the Board during a given year is also not much more desirable. Quite apart from the prospect of reducing directors to lapdogs, I do not think you can edit out the tenets of natural justice to which each director is born much less to coerce one to give up one's constitutional rights in lieu of a Board seat. There is something malodorous about that concept so I would reject that on principle. It is far better to have a framework with a third of the Board is subject to natural renewal at a frequency less than the natural appointment duration of each board member - say every 2 years - than invoke a process that might actually take more years to complete. Best, -Carlton ============================== Carlton A Samuels Mobile: 876-818-1799 Strategy, Planning, Governance, Assessment & Turnaround ============================= On Fri, Sep 4, 2015 at 2:01 PM, Alan Greenberg <alan.greenberg@mcgill.ca> wrote: Sebastien has sent in the following comments. If anyone has any support or concerns, please let us know, preferably on the wiki. Alan Date: Fri, 4 Sep 2015 20:30:27 +0200 Subject: Re: CCWG Statement v07 as requested. From: Sébastien Bachollet <sebastien@bachollet.com> To: Alan Greenberg <alan.greenberg@mcgill.ca> Thanks Alan, Please find attached the V7-Clean with my comments, questions, proposals and changes. If you have any questionS All the best Sébastien Bachollet +33 6 07 66 89 33 <tel:%2B33%206%2007%2066%2089%2033> Blog: http://sebastien.bachollet.fr/ Mail: Sébastien Bachollet <sebastien@bachollet.com> Le 04/09/2015 18:54, « Alan Greenberg » <alan.greenberg@mcgill.ca> a écrit :
_______________________________________________ Iana-issues mailing list Iana-issues@atlarge-lists.icann.org https://mm.icann.org/mailman/listinfo/iana-issues <ALAC-Comment-v07-clean_sbt with further comments by Carlton Sep 5.docx>_______________________________________________ Iana-issues mailing list Iana-issues@atlarge-lists.icann.org https://mm.icann.org/mailman/listinfo/iana-issues
Hi Roberto, As per individual board removal, the appointing body(SO/AC) initiates and completes the removal process. Although it's expected that the community would be part of the decision process through the community forum. That is not yet strongly indicated in the proposal. The appointing body is indeed the one to replace the removed board member and CANNOT replace with the one removed. There is also a clause indicating minimum number of years that a removed board must achieve before reappointment to ICANN leadership positions. Regards Sent from my Asus Zenfone2 Kindly excuse brevity and typos. On 9 Sep 2015 21:17, "Roberto Gaetano" <roberto_gaetano@hotmail.com> wrote:
I have a question.
In case a Director is removed by some mechanism, can the appointing body re-appoint him/her?
- If no, does this not looks as a prevarication of the rights of one appointing body (SO or AC or NomCom) by the majority of other appointing bodies? i.e. does this not imply that each and every appointing body have to appoint people that are not disliked by the majority of other bodies? Does not this sound **really** bad?
- If yes, does this not look **really** useless, because at the end of the day the appointing body is the only one who has the power of removing, regardless what the other appointing bodies think about?
In either case, the removal clause “as is” does not look really useful.
To me personally – but I acknowledge the fact that being out of tune I am not fit for singing in a choir – it looks seriously silly.
Cheers,
R.
*Da:* iana-issues-bounces@atlarge-lists.icann.org [mailto: iana-issues-bounces@atlarge-lists.icann.org] *Per conto di *CW Mail *Inviato:* sabato 5 settembre 2015 21:01 *A:* Alan Greenberg *Cc:* IANA Issues; lac-discuss-en@atlarge-lists.icann.org *Oggetto:* Re: [IANA-issues] Fwd: Re: CCWG Statement v07 as requested.
Alan, Carlton:
1. Regarding the removal of Directors, (a) SOs and ACs _appointed_ their Directors in the first place. So, who is responsible for the Directors that they have got?
(b) NomCom appoints _independent_ Directors. My comments on this have already been posted. The whole point of having independent Directors is to create a check and balance in the Board.
If any SO can initiate (even threaten to initiate) removal, what hope for the internal checks and balances?
2. Regarding Competition and other Regulatory matters, I read somewhere in section 3 that competition would rely on market mechanisms. That is ludicrous in this market.
The whole point of regulatory responsibilities for competition is to address issues which are NOT resolved by market mechanisms, and there ARE some.
Of course there are other regulatory issues that ICANN has failed to address recently. e.g. .XYZ, .SUCKS, .VIN etc.)
Regards
CW
PS: I find it increasingly difficult to handle the volume of all this stuff. How to cross reference the CWG report, the CCWG report the At Large report, the Board and Jones Day. Impossible.
PPS: I read the Sidley proposals for Fundamental Bylaws. Those would make it impossible for the Board to demur from the SOs in the event of GAC contrary advice. I believe that to be deliberate.
I note that several GAC members have already perceived that game being played behind their backs.
On 05 Sep 2015, at 19:17, Carlton Samuels <carlton.samuels@gmail.com> wrote:
Language really does matter.
So, I agree with most of the edits. But I so too would have liked to see more forceful language use in the ALAC's responses, especially in regard to the *Section 3: Principles. *And then, I also have philosophical differences with elements that the ALAC seems to be endorsing.
Regarding Para 154 et. al., we should be bold and write the language we would have liked to see. I have learned from experience that you must always take care to write your own self explicitly in organisational principles. For Luddites and fellow travelers are forever with us and they tend to dumb down on principles.
Regarding Para 199, again, let's rubbish this exercise in sophistry. Sweet bleeding Christ, what chutzpah! The writer here actually says that decisions about the DNS have ALWAYS and must remain 'neutral and judgment free'!. In what universe? Call it what it is, a squalid lie.
Para 218 again is a deviant operation lurking in plain sight, party to a neo-liberal political economy that enables a standing bit of ICANN tom foolery; ICANN is not a regulator. Its like the cuckoo; lay your eggs in some other poor bird's nest and let 'em feed and groom your big ass chick, they dumb enough not to recognize a bastard. ICANN really wants to remain care-free from what happens in the market it created, that it imposes obligations for to all of us, sustains in many ways yet wishes to remove itself from the duty of care from the aftermath. This position must be rejected for cause.
As it relates to Section 7, this is where I differ philosophically from the trending ALAC position. However, you might wish to revisit this business of having directors lockboxing certain rights in lieu of appointment.
We still have the law - and the case law - of the State of California to contend with. Now, for a corporate entity domiciled in California and subject to California and U.S laws, libel, slander and defamation are not the same in law as say the UK or even Jamaica. But certainly the question of how much of 'coercive' you can get done before you impinge on a constitutional right is now live. The thing is one cannot sign away a constitutional right, even if you're ignorant. Plus we are still a long way away from figuring out what is the makeup of 'statutory and fiduciary responsibilities' imposed by California law on directors. The law there does not suppose they be lapdogs.
Finally, while I generally support Sebastien's Minority Statement, his alternative proposal to removal of only 7 members of the Board during a given year is also not much more desirable.
Quite apart from the prospect of reducing directors to lapdogs, I do not think you can edit out the tenets of natural justice to which each director is born much less to coerce one to give up one's constitutional rights in lieu of a Board seat. There is something malodorous about that concept so I would reject that on principle.
It is far better to have a framework with a third of the Board is subject to natural renewal at a frequency less than the natural appointment duration of each board member - say every 2 years - than invoke a process that might actually take more years to complete.
Best,
-Carlton
============================== Carlton A Samuels Mobile: 876-818-1799 *Strategy, Planning, Governance, Assessment & Turnaround* =============================
On Fri, Sep 4, 2015 at 2:01 PM, Alan Greenberg <alan.greenberg@mcgill.ca> wrote:
Sebastien has sent in the following comments. If anyone has any support or concerns, please let us know, preferably on the wiki.
Alan
Date: Fri, 4 Sep 2015 20:30:27 +0200 Subject: Re: CCWG Statement v07 as requested. From: Sébastien Bachollet <sebastien@bachollet.com> To: Alan Greenberg <alan.greenberg@mcgill.ca>
Thanks Alan, Please find attached the V7-Clean with my comments, questions, proposals and changes. If you have any questionS All the best Sébastien Bachollet +33 6 07 66 89 33 Blog: http://sebastien.bachollet.fr/ Mail: Sébastien Bachollet <sebastien@bachollet.com>
Le 04/09/2015 18:54, « Alan Greenberg » <alan.greenberg@mcgill.ca> a écrit :
_______________________________________________ Iana-issues mailing list Iana-issues@atlarge-lists.icann.org https://mm.icann.org/mailman/listinfo/iana-issues
<ALAC-Comment-v07-clean_sbt with further comments by Carlton Sep 5.docx>_______________________________________________ Iana-issues mailing list Iana-issues@atlarge-lists.icann.org https://mm.icann.org/mailman/listinfo/iana-issues
_______________________________________________ Iana-issues mailing list Iana-issues@atlarge-lists.icann.org https://mm.icann.org/mailman/listinfo/iana-issues
Ops somehow it seem I was putting the IRP members in the shoes of Board (that's what happen when you are feeling sleepy but find an interesting mail) You may disregard my response, especially the section about reappointment/time limits. Cheers! Sent from my Asus Zenfone2 Kindly excuse brevity and typos. On 9 Sep 2015 22:03, "Seun Ojedeji" <seun.ojedeji@gmail.com> wrote:
Hi Roberto,
As per individual board removal, the appointing body(SO/AC) initiates and completes the removal process. Although it's expected that the community would be part of the decision process through the community forum. That is not yet strongly indicated in the proposal. The appointing body is indeed the one to replace the removed board member and CANNOT replace with the one removed.
There is also a clause indicating minimum number of years that a removed board must achieve before reappointment to ICANN leadership positions.
Regards
Sent from my Asus Zenfone2 Kindly excuse brevity and typos. On 9 Sep 2015 21:17, "Roberto Gaetano" <roberto_gaetano@hotmail.com> wrote:
I have a question.
In case a Director is removed by some mechanism, can the appointing body re-appoint him/her?
- If no, does this not looks as a prevarication of the rights of one appointing body (SO or AC or NomCom) by the majority of other appointing bodies? i.e. does this not imply that each and every appointing body have to appoint people that are not disliked by the majority of other bodies? Does not this sound **really** bad?
- If yes, does this not look **really** useless, because at the end of the day the appointing body is the only one who has the power of removing, regardless what the other appointing bodies think about?
In either case, the removal clause “as is” does not look really useful.
To me personally – but I acknowledge the fact that being out of tune I am not fit for singing in a choir – it looks seriously silly.
Cheers,
R.
*Da:* iana-issues-bounces@atlarge-lists.icann.org [mailto: iana-issues-bounces@atlarge-lists.icann.org] *Per conto di *CW Mail *Inviato:* sabato 5 settembre 2015 21:01 *A:* Alan Greenberg *Cc:* IANA Issues; lac-discuss-en@atlarge-lists.icann.org *Oggetto:* Re: [IANA-issues] Fwd: Re: CCWG Statement v07 as requested.
Alan, Carlton:
1. Regarding the removal of Directors, (a) SOs and ACs _appointed_ their Directors in the first place. So, who is responsible for the Directors that they have got?
(b) NomCom appoints _independent_ Directors. My comments on this have already been posted. The whole point of having independent Directors is to create a check and balance in the Board.
If any SO can initiate (even threaten to initiate) removal, what hope for the internal checks and balances?
2. Regarding Competition and other Regulatory matters, I read somewhere in section 3 that competition would rely on market mechanisms. That is ludicrous in this market.
The whole point of regulatory responsibilities for competition is to address issues which are NOT resolved by market mechanisms, and there ARE some.
Of course there are other regulatory issues that ICANN has failed to address recently. e.g. .XYZ, .SUCKS, .VIN etc.)
Regards
CW
PS: I find it increasingly difficult to handle the volume of all this stuff. How to cross reference the CWG report, the CCWG report the At Large report, the Board and Jones Day. Impossible.
PPS: I read the Sidley proposals for Fundamental Bylaws. Those would make it impossible for the Board to demur from the SOs in the event of GAC contrary advice. I believe that to be deliberate.
I note that several GAC members have already perceived that game being played behind their backs.
On 05 Sep 2015, at 19:17, Carlton Samuels <carlton.samuels@gmail.com> wrote:
Language really does matter.
So, I agree with most of the edits. But I so too would have liked to see more forceful language use in the ALAC's responses, especially in regard to the *Section 3: Principles. *And then, I also have philosophical differences with elements that the ALAC seems to be endorsing.
Regarding Para 154 et. al., we should be bold and write the language we would have liked to see. I have learned from experience that you must always take care to write your own self explicitly in organisational principles. For Luddites and fellow travelers are forever with us and they tend to dumb down on principles.
Regarding Para 199, again, let's rubbish this exercise in sophistry. Sweet bleeding Christ, what chutzpah! The writer here actually says that decisions about the DNS have ALWAYS and must remain 'neutral and judgment free'!. In what universe? Call it what it is, a squalid lie.
Para 218 again is a deviant operation lurking in plain sight, party to a neo-liberal political economy that enables a standing bit of ICANN tom foolery; ICANN is not a regulator. Its like the cuckoo; lay your eggs in some other poor bird's nest and let 'em feed and groom your big ass chick, they dumb enough not to recognize a bastard. ICANN really wants to remain care-free from what happens in the market it created, that it imposes obligations for to all of us, sustains in many ways yet wishes to remove itself from the duty of care from the aftermath. This position must be rejected for cause.
As it relates to Section 7, this is where I differ philosophically from the trending ALAC position. However, you might wish to revisit this business of having directors lockboxing certain rights in lieu of appointment.
We still have the law - and the case law - of the State of California to contend with. Now, for a corporate entity domiciled in California and subject to California and U.S laws, libel, slander and defamation are not the same in law as say the UK or even Jamaica. But certainly the question of how much of 'coercive' you can get done before you impinge on a constitutional right is now live. The thing is one cannot sign away a constitutional right, even if you're ignorant. Plus we are still a long way away from figuring out what is the makeup of 'statutory and fiduciary responsibilities' imposed by California law on directors. The law there does not suppose they be lapdogs.
Finally, while I generally support Sebastien's Minority Statement, his alternative proposal to removal of only 7 members of the Board during a given year is also not much more desirable.
Quite apart from the prospect of reducing directors to lapdogs, I do not think you can edit out the tenets of natural justice to which each director is born much less to coerce one to give up one's constitutional rights in lieu of a Board seat. There is something malodorous about that concept so I would reject that on principle.
It is far better to have a framework with a third of the Board is subject to natural renewal at a frequency less than the natural appointment duration of each board member - say every 2 years - than invoke a process that might actually take more years to complete.
Best,
-Carlton
============================== Carlton A Samuels Mobile: 876-818-1799 *Strategy, Planning, Governance, Assessment & Turnaround* =============================
On Fri, Sep 4, 2015 at 2:01 PM, Alan Greenberg <alan.greenberg@mcgill.ca> wrote:
Sebastien has sent in the following comments. If anyone has any support or concerns, please let us know, preferably on the wiki.
Alan
Date: Fri, 4 Sep 2015 20:30:27 +0200 Subject: Re: CCWG Statement v07 as requested. From: Sébastien Bachollet <sebastien@bachollet.com> To: Alan Greenberg <alan.greenberg@mcgill.ca>
Thanks Alan, Please find attached the V7-Clean with my comments, questions, proposals and changes. If you have any questionS All the best Sébastien Bachollet +33 6 07 66 89 33 Blog: http://sebastien.bachollet.fr/ Mail: Sébastien Bachollet <sebastien@bachollet.com>
Le 04/09/2015 18:54, « Alan Greenberg » <alan.greenberg@mcgill.ca> a écrit :
_______________________________________________ Iana-issues mailing list Iana-issues@atlarge-lists.icann.org https://mm.icann.org/mailman/listinfo/iana-issues
<ALAC-Comment-v07-clean_sbt with further comments by Carlton Sep 5.docx>_______________________________________________ Iana-issues mailing list Iana-issues@atlarge-lists.icann.org https://mm.icann.org/mailman/listinfo/iana-issues
_______________________________________________ Iana-issues mailing list Iana-issues@atlarge-lists.icann.org https://mm.icann.org/mailman/listinfo/iana-issues
Roberto, as I understand the proposal, there is no prohibition about a removed director being immediately re-appointed to the same seat or any other seat. Of course, it would make little sense for an SO/AC to remove their director and immediately reappoint the same person. But they could be reappointed by another SO/AC or the NomCom. For removal of the entire Board, the proposal explicitly and clearly says that there is no prohibition regarding a particular director being re-appointed. I do not see a problem with this. In particular, an individual SO/AC my not have supported the recall, and may want their directors back. Alan At 09/09/2015 04:16 PM, Roberto Gaetano wrote:
I have a question. In case a Director is removed by some mechanism, can the appointing body re-appoint him/her? - If no, does this not looks as a prevarication of the rights of one appointing body (SO or AC or NomCom) by the majority of other appointing bodies? i.e. does this not imply that each and every appointing body have to appoint people that are not disliked by the majority of other bodies? Does not this sound *really* bad? - If yes, does this not look *really* useless, because at the end of the day the appointing body is the only one who has the power of removing, regardless what the other appointing bodies think about? In either case, the removal clause as is does not look really useful. To me personally but I acknowledge the fact that being out of tune I am not fit for singing in a choir it looks seriously silly. Cheers, R.
Da: iana-issues-bounces@atlarge-lists.icann.org [mailto:iana-issues-bounces@atlarge-lists.icann.org] Per conto di CW Mail Inviato: sabato 5 settembre 2015 21:01 A: Alan Greenberg Cc: IANA Issues; lac-discuss-en@atlarge-lists.icann.org Oggetto: Re: [IANA-issues] Fwd: Re: CCWG Statement v07 as requested.
Alan, Carlton:
1. Regarding the removal of Directors, (a) SOs and ACs _appointed_ their Directors in the first place. So, who is responsible for the Directors that they have got? (b) NomCom appoints _independent_ Directors. My comments on this have already been posted. The whole point of having independent Directors is to create a check and balance in the Board. If any SO can initiate (even threaten to initiate) removal, what hope for the internal checks and balances?
2. Regarding Competition and other Regulatory matters, I read somewhere in section 3 that competition would rely on market mechanisms. That is ludicrous in this market. The whole point of regulatory responsibilities for competition is to address issues which are NOT resolved by market mechanisms, and there ARE some.
Of course there are other regulatory issues that ICANN has failed to address recently. e.g. .XYZ, .SUCKS, .VIN etc.)
Regards
CW
PS: I find it increasingly difficult to handle the volume of all this stuff. How to cross reference the CWG report, the CCWG report the At Large report, the Board and Jones Day. Impossible.
PPS: I read the Sidley proposals for Fundamental Bylaws. Those would make it impossible for the Board to demur from the SOs in the event of GAC contrary advice. I believe that to be deliberate. I note that several GAC members have already perceived that game being played behind their backs.
On 05 Sep 2015, at 19:17, Carlton Samuels <<mailto:carlton.samuels@gmail.com>carlton.samuels@gmail.com> wrote:
Language really does matter.
So, I agree with most of the edits. But I so too would have liked to see more forceful language use in the ALAC's responses, especially in regard to the Section 3: Principles. And then, I also have philosophical differences with elements that the ALAC seems to be endorsing.
Regarding Para 154 et. al., we should be bold and write the language we would have liked to see. I have learned from experience that you must always take care to write your own self explicitly in organisational principles. For Luddites and fellow travelers are forever with us and they tend to dumb down on principles.
Regarding Para 199, again, let's rubbish this exercise in sophistry. Sweet bleeding Christ, what chutzpah! The writer here actually says that decisions about the DNS have ALWAYS and must remain 'neutral and judgment free'!. In what universe? Call it what it is, a squalid lie.
Para 218 again is a deviant operation lurking in plain sight, party to a neo-liberal political economy that enables a standing bit of ICANN tom foolery; ICANN is not a regulator. Its like the cuckoo; lay your eggs in some other poor bird's nest and let 'em feed and groom your big ass chick, they dumb enough not to recognize a bastard. ICANN really wants to remain care-free from what happens in the market it created, that it imposes obligations for to all of us, sustains in many ways yet wishes to remove itself from the duty of care from the aftermath. This position must be rejected for cause.
As it relates to Section 7, this is where I differ philosophically from the trending ALAC position. However, you might wish to revisit this business of having directors lockboxing certain rights in lieu of appointment.
We still have the law - and the case law - of the State of California to contend with. Now, for a corporate entity domiciled in California and subject to California and U.S laws, libel, slander and defamation are not the same in law as say the UK or even Jamaica. But certainly the question of how much of 'coercive' you can get done before you impinge on a constitutional right is now live. The thing is one cannot sign away a constitutional right, even if you're ignorant. Plus we are still a long way away from figuring out what is the makeup of 'statutory and fiduciary responsibilities' imposed by California law on directors. The law there does not suppose they be lapdogs.
Finally, while I generally support Sebastien's Minority Statement, his alternative proposal to removal of only 7 members of the Board during a given year is also not much more desirable.
Quite apart from the prospect of reducing directors to lapdogs, I do not think you can edit out the tenets of natural justice to which each director is born much less to coerce one to give up one's constitutional rights in lieu of a Board seat. There is something malodorous about that concept so I would reject that on principle.
It is far better to have a framework with a third of the Board is subject to natural renewal at a frequency less than the natural appointment duration of each board member - say every 2 years - than invoke a process that might actually take more years to complete.
Best, -Carlton
============================== Carlton A Samuels Mobile: 876-818-1799 Strategy, Planning, Governance, Assessment & Turnaround =============================
On Fri, Sep 4, 2015 at 2:01 PM, Alan Greenberg <<mailto:alan.greenberg@mcgill.ca>alan.greenberg@mcgill.ca> wrote: Sebastien has sent in the following comments. If anyone has any support or concerns, please let us know, preferably on the wiki.
Alan
Date: Fri, 4 Sep 2015 20:30:27 +0200 Subject: Re: CCWG Statement v07 as requested. From: Sébastien Bachollet <<mailto:sebastien@bachollet.com>sebastien@bachollet.com> To: Alan Greenberg <<mailto:alan.greenberg@mcgill.ca>alan.greenberg@mcgill.ca>
Thanks Alan, Please find attached the V7-Clean with my comments, questions, proposals and changes. If you have any questionS All the best Sébastien Bachollet <tel:%2B33%206%2007%2066%2089%2033>+33 6 07 66 89 33 Blog: <http://sebastien.bachollet.fr/>http://sebastien.bachollet.fr/ Mail: Sébastien Bachollet <<mailto:sebastien@bachollet.com>sebastien@bachollet.com>
Le 04/09/2015 18:54, « Alan Greenberg » <<mailto:alan.greenberg@mcgill.ca>alan.greenberg@mcgill.ca> a écrit :
_______________________________________________ Iana-issues mailing list <mailto:Iana-issues@atlarge-lists.icann.org>Iana-issues@atlarge-lists.icann.org https://mm.icann.org/mailman/listinfo/iana-issues
<ALAC-Comment-v07-clean_sbt with further comments by Carlton Sep 5.docx>_______________________________________________ Iana-issues mailing list <mailto:Iana-issues@atlarge-lists.icann.org>Iana-issues@atlarge-lists.icann.org https://mm.icann.org/mailman/listinfo/iana-issues
participants (5)
-
Alan Greenberg -
Carlton Samuels -
CW Mail -
Roberto Gaetano -
Seun Ojedeji