Re: IANA By Laws Proposal for Discussion

[Michael Dillon <michael@memra.com>]

On Fri, 17 Jul 1998, Jon Postel wrote:

> 	  (a)  Three (3) Directors nominated by the Address Supporting
> 	  Organization, as defined in Article V;

If it is truly the intention of the Internet community to eventually give
South America and Africa their own address registries and that the
resulting number of 5 address registries should be the final state of
affairs, then it might be wise to explicitly recognize that fact here even
if it means reserving two board positions until the two new address
registries have been formed. One could even say that such a reservation
would be impetus to have Africans and South Americans get their houses in
order. In addition, by alloting five positions in this manner you would
ensure some minimal global distribution of board seats. 

> In order to ensure equitable representation of all regions, no more than
> one-half (1/2) of the total number of all Directors serving at any given
> time shall be from any one region.  [DEFINITION OF REGION REQUIRED HERE]
> [SUGGESTIONS AS TO EXACTLY HOW THIS REQUIREMENT SHOULD BE IMPLEMENTED ARE
> SOLICITED.]

I suggest that the regional boundaries be defined identically to the
regional boundaries for the address registries. I am assuming that the
boundaries would recognize Africa and South America as separate regions.

>      Communication by electronic mail shall be considered equivalent to any
> communication otherwise required to be in writing, except a written consent
> authorized by Section 15 of this Article. The Corporation shall take such
> steps as it deems appropriate under the circumstances to assure itself that
> communications by electronic mail are authentic.

Might you want to make this a little more explicit and require that all
directors use a non-repudiable digital signature for all official email
messages such as participation in electronic meetings? 

>      The Directors shall receive no compensation for their services as
> Directors.  The Board may, however, authorize the reimbursement of actual
> and necessary expenses incurred by Directors performing duties as
> Directors.

While this may be criticized by some people I feel it is essential to
global participation that directors be reimbursed *OR* advanced the amount
of travel, hotel and food expenses for meetings of the board. This means
that if a director happens to be living of modest means in a country whose
currency is disadvantaged with respect to the currency of the country in
which a meeting is to be held, the organization would buy airline tickets
in advance and reserve hotel rooms with the organization's own promise of
payment to ensure that such economic situations never skew the
participation of foreign directors.

>      The Corporation and the Supporting Organizations shall operated to the
> maximum extent possible in an open and transparent manner.

You will be hauled over the coals on this one unless you provide more
detail, preferably some third party document (state of Cal? or IRS? or
CPA?) which defines what an open and transparent manner means.

>           (b)  The Domain Name Supporting Organization shall be composed of
> representatives from name registries and registrars of  generic/global and
> country-code top-level domains ("TLDs")

What if other cartegories of TLD other than gTLD and ccTLD are created?

This is not specific as to numbers. Is it one person per ccTLD and one
person for each gTLD? This would imply that gTLDs are each under separate
management.

> and other entities with legitimate interests in these issues,

This is so open-ended that it is bound to be a contentious issue.

>           (d)  The Industry/User Supporting Organization shall be composed
> of representatives of organizations that represent Internet  users.

How about "represent the Internet industry and Internet users". The term
"Internet users" has warped in meaning somewhat and there are many that
would feel this refers to ordinary individuals but leaves out industry
organizations like the ISP/C, CIX and others.

>      The Board may authorize compensation for service as a member of a
> committee, but no such compensation shall be authorized for a Director.
> The Board may, however, authorize the reimbursement of actual and necessary
> expenses incurred by committee members, including Directors, performing
> their duties as committee members.

Again, please be more explicit about expenses to ensure that foreign
committee members are never disadvantaged due to economic upheavals.

>      At the end of the fiscal year, the books of the Corporation will be
> closed and audited by certified public accountants.  The appointment of the
> fiscal auditors will be the responsibility of the Board.

Due to the international nature of this organization and as extra
insurance against impropriety, real or imagined, you may wish to specify
that the fiscal auditors may not be the same firm retained by the
organization as their corporate accountant during any of the prior two
years. In this way you will always have one firm checking up on the work
of the other firm.

--
Michael Dillon                 -               Internet & ISP Consulting
Memra Communications Inc.      -               E-mail: michael@memra.com
Check the website for my Internet World articles -  http://www.memra.com