Comments on Draft 4

[Jay Fenello <Jay@Iperdome.com>]

Hello everyone,

Given the short time frame to comment, I have
rushed to prepare the following suggestions:


SUGGESTION #1  --  Membership and Accountability

One of the biggest shortcomings in this draft is a lack of 
accountability of the Board to the stakeholders of ICANN.  

It is not inconceivable that, at some future point, the 
Board and the Supporting Organizations will work together 
like a cartel, or under the model of the Olympic Committee, 
rather than as a fair, open, transparent, pro-competitive, 
accountable body as envisioned by the White Paper.

For example, the ICANN Board is free to select their own 
replacements, to approve new Board members, to approve the 
structure and membership of the Supporting Organizations, 
and they even have the power to change the Articles and 
By-Laws of ICANN.  And if the stakeholders disagree with 
their actions, there is no recourse.

In my opinion, the Board must be made accountable in some
way to Internet Stakeholders.  One obvious way is to make 
the New Corp a membership organization.  In fact, this is
a consensus point from the IFWP process.  

Unfortunately, there is significant opposition to this 
type of structure from many large corporations and trade 
associations.  Without a membership, however, and without 
significant changes to these By-Laws, the new Board remains 
accountable to *no-one*.  

To address this stalemate, I hereby suggest that the U.S. 
Government, as part of their agreement to transfer assets 
and authority to this new corporation, provide an oversight 
role.  This role should continue unless and until ICANN 
adopts a membership, or some other method to make the 
Board accountable to Internet Stakeholders.


SUGGESTION #2  --  Removal of Board Members

     Section 8. DUTIES OF DIRECTORS

     Directors shall serve as individuals who have the duty to act in
     what they reasonably believe are the best interests of the
     Corporation and not as representatives of their Supporting
     Organizations, employers or any other organizations or
     constituencies.

     Section 11. REMOVAL OF A DIRECTOR

     A Director nominated by a Supporting
     Organization can be recommended for removal by that Supporting
     Organization through procedures adopted by that Supporting
     Organization and ratified by the Board. Upon such recommendation
     for removal, the Board shall vote to remove such Director. If the
     Board seeks to remove more than one Director nominated by a
     Supporting Organization or more than one At Large Director within
     a four-month period, the Board must show reasonable cause for its
     action.

There is an apparent contradiction above.  On one hand, 
the Board members are to serve as individuals and not as 
representatives of their Supporting Organization.  At the 
same time, their Supporting Organizations have the ability 
to call for the resignation of *their* appointee.

I suggest that this contradiction be fixed by allowing the
Supporting Organizations to call for the resignation of
*any* Board member, regardless of how that Board member
is appointed to the Board.



SUGGESTION #3  --  DR. MUELLER'S SUGGESTIONS

I echo the comments and suggestions of Dr. Mueller:

At 12:22 AM 9/18/98, mueller wrote:
>Article IV, Section 1 (General Powers)
>
>The "bill of rights" Section 1(b through e) is in general quite
>welcome. But, either that section, or the articles of
>incorporation, needs to be supplemented with language expressing
>a preference for policies that foster competition and open entry
>in those downstream markets that rely on the Internet resources
>administered by the corporation.
>
>Something like:
>"Insofar as it is possible, the Corporation shall ensure that
>its policies and decisions with respect to the administration of
>Internet names and numbers foster competition and open entry in
>Internet-related markets."
>
>If you will recall, such a provision was a consensus item in the
>workshop on the "profile of the entity" in both Reston and
>Geneva.
>
>Article VI Section 3(a)(i) and (ii)
>The language describing participating in the domain name SO is
>nice and broad. The language describing participating in the
>address SO is very narrow. I don't like the narrowness of the
>address SO language. This wording MUST be broadened to make it
>clear that any organization that holds or has paid for Internet
>addresses has a right to membership in the address SO.
>Otherwise, we have guaranteed a tiny little clique a permanent,
>self-perpetuating position in the Corporation that is all out of
>proportion to their significance. There are currently only 3
>address registries in the world, they are small organizations
>the principals of which all know each other personally.
>Moreover, unlike domain name registries, which in a very real
>sense are subject to competition, the RIRs are almost entirely
>immune from any form of economic competition. PLEASE do
>something about this. Addresses are probably the most valuable
>asset controlled by the corporation. If you are looking for a
>possible site for the cultivation of corruption, cronyism and
>inefficiency, this is it.


SUMMARY

All in all, this draft is much improved over Draft 3.  
While some significant problems remain, NSI's input has 
been of great benefit to this latest draft.


Regards,

Jay Fenello
President, Iperdome, Inc.  
404-250-3242  http://www.iperdome.com

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