Re: [ifwp] Re: Comments on Draft 4

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

Kent and all,

  Oh Kent, putting back in the cc's that you seemed to have removed.  :(

  Now for the rest of my comments below yours.

Kent Crispin wrote:

> Jay, I think you need to read a little more closely

  I agree, but certainly not for the same reasons as you Kent.

>
>
> On Fri, Sep 18, 1998 at 12:02:08PM -0400, Jay Fenello wrote:
> >
> > For example, the ICANN Board is free to select their own
> > replacements,
>
> No, they aren't.  Not at all.

  You are right here Kent, the SO's do this function.  However the Board
selectswhom and under what circumstances a SO is selected.  SO it is almost the
same thing
as Jay is suggesting.

>
>
> > to approve new Board members,
>
> They have no discretion in this matter -- they are constrained to
> approve the nominees of the SO's.

  YEs but those same SO's are selected and determined by the Board.  So you
almosthave the same thing, now don't you?  SOunds kinda encestual to us anyway.

>
>
> > to approve the structure and membership of the Supporting
> > Organizations,
>
> That's a feature, not a bug.

  No Kent it is defiantly a bug.  One hand washes the other sort of thing.  Not
veryprocessional on any level and is not indicative of a Stakeholder driven
situation as
the WHite Paper mandates.

>
>
> > and they even have the power to change the Articles and
> > By-Laws of ICANN.
>
> That's a basic requirement.

  And it shouldn't be allowed without Membership organization to include
individualmembers and only on a 2/3 vote of that membership should any Articles
be amended
added or otherwise changed.  And some Articles, such as voting rights should
never be allowed to be amended at all.

>
>
> > 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.
>
> Egad, Jay, there is lots of language in the draft that addresses this
> very point.

  Where Kent? Or anybody?  There is no membership, so how can there be any
languagein the draft that addresses this very point that Jay makes here?

>
>
> > 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*.
>
> Nonsense.

  THey are only accountable to the SO's.  ANd yet the board gets to "Cherry
Pick" thosevery SO's.  Some accountability!  No Kent, the only way to have
stakeholder accountability
is to have a membership organization that includes individual membership on an
equal
basis with the SO's as fare as powers and voting.  Without this provision, there
is no
real accountability.

>
>
> > 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.
>
> Since the board is already accountable in the present draft, this is
> unnecessary.  It is certainly highly undesirable.

  Incorrect Kent, yet again.  But not suprising for you I suppose.  Without
accountabilityto ALL of the stakeholders by their direct VOTE there is in effect
weak or no
accountability.

>
>
> > 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.
>
> There is no contradiction.
>
> > 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.
>
> So a SO could systematically remove all the board members that
> disagreed with their position?

  No Kent that is not what Jay is saying at all.  This is a HUGE assumption on
yourpart.  Read again what Jay said.

> That would be crazy.  A SO can
> directly remove a director it nominates; there are other procedures
> for removing directors for good cause.

  YEs but there is not accountability language as to what constitutes "Good
Cause".SO the interpretation of what "Good cause" is yet again up the the Board
to determine.
How can that be reasonable accountability?  Answer:  It cannot.


>
>
> > 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.
>
> This is superflous, since 1) the Corporation will have no special
> protection against anti-trust claims brought by any government, and
> 2) every involved party is in favor of competition.  That's why there
> is so much resistance to the idea of registries as private
> monopolies.

  If you have more than one registry, by definition you do not have a
monopoly.SO your #2 is a basic invalid premise or statement.

>
>
> --
> Kent Crispin, PAB Chair                 "No reason to get excited",
> kent@songbird.com                       the thief he kindly spoke...
> PGP fingerprint:   B1 8B 72 ED 55 21 5E 44  61 F4 58 0F 72 10 65 55
> http://songbird.com/kent/pgp_key.html
>
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 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