Re: do we need a wrap-up

[Jeff Williams <jwkckid1@ix.netcom.com>]

Jim and all,

Jim Dixon wrote:

> On Thu, 6 Aug 1998, Michael Dillon wrote:
>
> > > Typically a board is elected by shareholders who want to make money and
> > > trust the board to do it for them.  Often the large shareholders are
> > > represented on the board.
> >
> > Not in a non-profit organization. In a non-profit there are no
> > shareholders and the closest to the shareholder role are the members who
> > are prohibited by law from making money from their membership position.
> > In a non-profit, a member only has one vote; all members are equal.
>
> Maybe.  Nominet in the UK is such a non-profit; different members have
> different numbers of votes.

  This may be true within Nominet, but cannot be the case with the NewCo.

>
>
> > > If there was a common theme in Reston, Brussels, and Virginia on this
> > > issue it was that the Board's powers should be carefully circumscribed.
> > > You don't do that by putting a few safeguards in the bylaws.  You put
> > > them in the articles and you make them unchangeable.
> >
> > How? Examples please, this is too theoretical.
>
> You make them unchangeable by stipulating in the articles that certain
> clauses (including this one) cannot be changed.
>
> Nominet has control of the .UK domain.  The clauses that specify key
> considerations such as what can be done with the domain and the income of
> the registry are immutable.

  I see nothing wrong with this specifically for any TLD or ccTLD.

>
>
> > > We don't need a few trusted individuals.
> >
> > Any board that is elected ends up being a few trusted individuals. That is
> > the whole point of having an elected board, to winnow out the most trusted
> > people.
>
> Not true.  A board normally has considerable freedom to do what it thinks
> best, but this is balanced by accountability: the board can be replaced if
> it does a bad job; in the worst case it may face criminal charges.  Yes,
> there is an element of trust, but along with trust you have systematic
> checks and sanctions.

  We agree completely with this general statement.  The trick is who and how
do you provide for the systematic checks and sanctions.

>
>
> We don't need a few trusted individuals.  We need a few reasonably
> trustworthy individuals, a system that is transparent enough so that
> we will know if they aren't behaving, and a structure that allows the
> membership to correct the actions of the board.

  Agreed.  THis is why we have submitted a model that allows for the
Stakeholders/Members without classes of such, to be implemented.  These
Stakeholders/Members must have a one man one vote position and be able
to jointly if necessary to submit resolutions that can provide for correcting
any problems that may occur with specific BOD or Council members.

>
>
> > > We need a broad membership
> > > that reflects the complexity of interests of the Internet community,
> > > doesn't trust the Board at all, and has the power to remove members that
> > > aren't doing the job right.
> >
> > You want to see circumscriptions on the board's powers firmly entrenched.
> > I am more concerned with seeing that broadness of membership is firmly
> > entrenched since I believe that will be the moste effective control on the
> > actions of the board.
>
> Not unless the provisions in the articles that make the board accountable
> to the members are strong enough and not unless those provisions can be
> changed only by the membership.  If the curbs on the board are in the
> bylaws and can be changed by the board, the board is accountable to no one.

  You are correct here JIm on your conclusion here.  ANd again we submitteda
proposal to cover this contingency.







>
>
> --
> Jim Dixon                                                 Managing Director
> VBCnet GB Ltd                http://www.vbc.net        tel +44 117 929 1316
> ---------------------------------------------------------------------------
> Member of Council                               Telecommunications Director
> Internet Services Providers Association                       EuroISPA EEIG
> http://www.ispa.org.uk                              http://www.euroispa.org
> tel +44 171 976 0679                                    tel +32 2 503 22 65
>
>

Regards,

--
Jeffrey A. Williams
DIR. Internet Network Eng/SR. Java/CORBA Development Eng.
Information Network Eng. Group. INEG. INC.
E-Mail jwkckid1@ix.netcom.com