Comments on bylaws 3 of the new IANA

[Marcel Schneider <schneider@switch.ch>]

PIANA: Comments to draft bylaws version 3 of the new CNPBCL 
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SWITCH, Switzerland


The abbreviation PIANA (Privatized Internet Assigned Numbers Authority)
is used for the new entity throughout this text in order to highlight
the major change (it is not a suggestion for a new name :-)).


Purposes (Article 1):
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The tasks of PIANA should be nearly identical as of the current IANA. Any new 
functions should be carefully considered before introduction.

PIANA should under no circumstances become involved in dispute resolution 
activities of second and lower level domain name hierarchies.

Item (v) in the bylaws "engaging in any other lawful activity..."  is dangerous 
and we recommend to omit it.

PIANA will have to make critical decisions. It therefore will be made liable for them 
and be accountable (the supporting organizations will have to pay for it). The 
number of critical decisions needs to be minimized.


Transparency (Art. IV):
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In order to avoid excessive exposure to litigation all decision-making processes of 
PIANA should be transparent.


General powers (Art. V, Section 1):
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The section is not clear enough with regard to who has which power. The section 
describes a top-down power structure but the annotations state "[the board] will 
generally look to the supporting organizations (SO) to initiate matters ...". We 
strongly recommend to establish a bottom-up power structure from the SO in 
general and the board acting as final arbiter. The bylaws should define a mechanism 
to ensure close interaction of the board with the SO (e.g. a feedback structure).

Another concern is the absence of an explicit statement of requirements to modify 
articles of the bylaws. Since this organization must be stable under all circumstances 
such a statement is necessary and has to be evaluated carefully.


Fees and charges (Art. V, Section 2):
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Financially: a stable funding system is mandatory (and operation should be cost 
effective).

The SO should fund PIANA directly through a system of individual membership (no 
proxy). The naming SO should identify different types of memberships, such as 
belonging to generic, international and country code top level names.

The level of funding should be subject to negotiations. Project-oriented budgeting is 
recommended. Generally, the different projects could be broken down to the SO, 
with naming projects further broken down in general issues (data base, root name 
servers) and projects for individual TLD types (international/infrastructure, generic, 
country code). The budgets have to be approved in advance by the corresponding SO.

Members of the board and of the SO should only have limited financial liability.


Number of directors (Art. VI, Section 3):
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Not more than nine directors (in addition to President). A lager number of directors 
leads in our opinion to management difficulties.


Qualification of directors after the initial board (Art. VI, Section 4):
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No At Large directors, at least not at the beginning of PIANA. Stability is first 
consideration. A different composition of the board members can later be envisaged, 
when enough experience with PIANA has been gained.

Members of the board should be trustees of the supporting organizations (SO).
A mechanism to ensure this condition is required. The supporting organization shall 
be instrumental to assure and maintain the stability of Internet. 


International representation (Art. VI, Section 6):
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Balanced international representation according to the "Geographic Regions" as 
proposed is welcome.


Descriptions and qualifications of supporting organizations 
(Article VII, Section 4): 
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In addition to the three types of SO mentioned we propose to add one for 
user/industry representation, but this may take place at a later time. PIANA can be 
set up without such representation at the beginning. The bylaws, however, should 
not prevent participation of users and industry at an equal level as the organizations 
already nominated. The user/industry community is recommended to have a 
balanced representation in the board as soon as established as SO.

It is understood that the naming SO would consist of holders of any kind of top level 
domain names and no other organizations. This needs to be clarified. Registrars and 
other parties should also be represented in PIANA but in a separate grouping (e.g. 
user/industry).

We support the "Defined Constituencies" model. This model identifies organizations 
representing constituencies. The supporting organizations should represent 
constituencies. The constituencies elect the members of the board and create their 
corresponding councils.

CcTLD's, gTLD's and international/infrastructure TLD's have differing concerns. Each 
type should properly be represented in name councils according to the goals of the 
corresponding council.


Officers (Article IX, Section 1:
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PIANA should be lean and not consist of unnecessary board members or staff (cost 
effectiveness).