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Re: [ifwp] Re: Delicate balance

Jonathan and all,

Jonathan Zittrain wrote:

> Karl,
> You're right that the name of the game is structural accountability of the
> board--or, in the bicameral structure here, at least half the board--to the
> internet community/communities at large.  The right membership structure is
> one way to try to ensure that.  The only problem is that pretty much
> everyone has punted on coming up with a specific membership structure, both
> because it's hard to map out and because any given map won't readily gather
> a steam of consensus around it at this stage.

  Well first of all this statement is inaccurate a we have provided for
amembership structure.
See http://www.ntia.doc.gov/ntiahome/domainname/proposals/comments/10-05-98.htm
for more information.  Our proposal listed at this URL address provides for a
structured membership Organization and how it can be implemented.

  Secondly the "RIght" membership structure, was pretty much defined at on this
just prior to the Reston conference and agreed to by all.  That being that
is an Equal member.

> My own shift in thinking away from a bald membership requirement came in
> reflecting on the fact that, once we're in essence punting on a specific
> membership design, all the blandishments in the world ("you MUST come up
> with a membership structure by such-and-such a date") couldn't guarantee,
> even legally, the right result from a board intent on acting poorly here.
> Such a board could, for example, amend the by-laws themselves to eliminate
> the requirement, or simply come up with a membership structure that
> featured about fifty members, all friends of the board.

  THis would not be the case if any and all resolutions that the board or
SO'smay come up with is subject to membership vote.  It is extremely doubtful
any Membership Organization is going to eliminate their own membership.

> In both instances
> a lot of people would cry foul, for it's clearly an end run around the
> document.  This highlights that, whether it's the task of defining a
> membership, or the task of defining the rules of the at-large board's
> succession, a bad board can subvert and a good one can rise to the occasion.

  It is more likely that an Initial Board would make whole sale changes in
thesections of the bylaws or amend those bylaws that an Initial Membership
Organizationally approved by vote, Initial Board would.  Especially if that
Membership Organization, as provided for in our proposal, must approve
by majority vote any changes to any of the bylaws by vote.

> If we have a bad board, we'll know it as soon as it flubs the task of
> defining its successors.  If we have a good one, perhaps it's best to give
> it the flexibility to really make the organization work as it delves, with
> input from the larger communities, into the tough questions of long-term
> balance and accountability.  Membership might be one way to do it, but as
> meant in bylaws it is in essence a mere legal regime, no more, no less,
> grounded in a specific state's laws and worked through the cumbersome
> levers of suit and countersuit.  I could imagine, for instance, a good
> board conceiving of a kind of membership that California (or Delaware)
> might not countenance, but that might be just what the organization needs.
> Indeed, some sort of broad-based electorate that would pick half the board
> on a regular basis could be a form of membership in the important,
> philosophical sense, regardless of whether it's membership the way some
> particular American state defines it.

  In our Proposal, the Initial Membership Organization would vote for, on an
equalbasis, ALL of the board members, Directors, President, and Committee
as may be needed fro time to time.
Please review,
under INEG. INC Draft Proposal for further details.

> To be sure, the more items in the by-laws that the board has to subvert to
> keep itself closed, the more noticeable it might be to people that there
> was trouble brewing.  Close monitoring, long after many of the tents have
> been folded up and gawkers have gone home, and without counting on the
> California AG, is essential--and, I think, can pay off as easily with the
> tripwire of board succession rules as by whether membership is adopted,
> even if the IANA by-laws stop short of requiring membership and instead
> wholly punt on it.  ...JZ
> At 08:51 PM 10/8/98 , you wrote:
> >
> >> Indeed.  But I don't think there is any possibility for the initial
> >> at-large directors to avoid that committment -- they will be under
> >> intense public scrutiny, and intense legal scrutiny as well.
> >
> >Under the proposed IANA articles (and the BWG ones too) the *ONLY* person
> >on the entire planet who can impose legal pressure on the new entity is
> >currently a person named Dan Lundgren, the Attorney General of the State
> >of California.  (Who is busy running for governor on the Republican
> >ticket.)
> >
> >So the Interim board can simply sit and say "ho hum, such problems, so
> >many constituencies, let's go to lunch".
> >
> >Even if Mr. Lundgren (or his sucessor) were so motivated to try to coerce
> >the new corporation's board, until they actually violated something, there
> >would be no cause of action.
> >
> >If one has so much confidence in the inevitable creation of a membership
> >organization, then one should have no objection to the BWG's removal a
> >loophole through which the initial board could avoid doing the job.
> >
> >               --karl--
> >
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Jeffrey A. Williams
DIR. Internet Network Eng/SR. Java/CORBA Development Eng.
Information Network Eng. Group. INEG. INC.
E-Mail jwkckid1@ix.netcom.com

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