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Comments/Recomendations to the nIANA's bylaws
Too all concerned,
On July 15th the IANA submitted its bylaws (www.iana.org/bylaws.htm) proposal
for "THE" new non-profit corporation the NITA mandated in the White Paper.
It is in our opinion, that this seems to be a counter proposal, and in
opposition
to what had been determined, although preliminary, at the Reston conference and
not in keeping with the NTIA's "Transition" recommendations and role that the
IANA or nIANA should play.
SUBTITLE: Is the nIANA attempting a takeover of the Internet? (You be the
judge)
Articles and sections/subsections of greatest concern:
Here are some of our collective comments and recommendations for the nIANA.
Date: July 18th 1998 From Managing Director of INEG. INC
Preface:
Concerns with the July 17th proposal for the
structure of the nIANA and inconsistencies
with the NTIA's White Paper.
In reviewing the IANA's proposal for the nIANA it appears that
there are some discrepancy with regard to the NTIA's White
Paper that we feel are important to point out as not necessarily
in the best interest of the Internet community or the Stakeholders.
In fact according the "Stakeholders" are not even given mention
in the nIANA's proposed bylaws.
We also feel strongly that the nIANA is seemingly attempting
with its proposed Bylaws to "Map" themselves as the "New non-profit
Corporation" which the NTIA's White Paper Mandates.
To wit:
======================From the nIANA's proposal=======================
This can be found on www.iana.org/bylaws.htm
ARTICLE IV: STRUCTURE
Section 1. POWERS
Except as otherwise provided in the Articles of Incorporation or these
Bylaws, the powers of the Corporation will be exercised, its property
controlled and its business and affairs conducted by or under the direction
of the Board. Unless otherwise provided herein or by law, the Board may
act by a majority vote of Directors present at the meeting, subject to the
quorum requirements in Section 13 of this Article. Any references herein
to a vote of the Board shall consider only those members present at the
meeting unless otherwise provided herein by reference to "all of the
members of the Board."
[TWO ALTERNATIVE PROVISIONS WITH RESPECT TO THE INITIAL
BOARD ARE PRESENTED BELOW. THE FIRST CALLS FOR THE
INITIAL BOARD TO SERVE A FIXED TERM, AND FOR THAT TERM TO
END UPON THE ELECTION OF THE FIRST PERMANENT BOARD.
THIS EMPHASIZES THE INTERIM NATURE OF THE INITIAL BOARD,
BUT RESULTS IN NO CONTINUITY BETWEEN THE INITIAL BOARD
AND THE FIRST PERMANENT BOARD. THE SECOND ALTERNATIVE
PRESENTED CALLS FOR STAGGERED TERMS FOR THE INITIAL
BOARD, TO ALLOW A GRADUAL TRANSITION AND EMPHASIZES
CONTINUITY. REASONABLE ARGUMENTS COULD BE MADE FOR
EITHER APPROACH, AND THUS BOTH ARE SET FORTH HERE WITH
THE INTENTION OF PROMPTING A DISCUSSION OVER THE
RELATIVE MERITS OF EACH APPROACH. OF COURSE, AS IS THE
CASE WITH THIS ENTIRE DOCUMENT, DIFFERENT APPROACHES
ARE ALSO SOLICITED.]
Section 2. INITIAL BOARD OF DIRECTORS
Alternative A.
The Initial Board of Directors of the Corporation ("Initial Board")
shall consist of no fewer than five and no more than 15 directors. It
shall serve for a single term of one (1) year, unless the Initial Board
shall vote by a two-thirds (2/3) majority vote of all the members of the
Board to extend the term of the Initial Board for an additional period of
no more than six (6) months. No member of the Initial Board shall be
eligible for election to the Board following his or her term on the Initial
Board.
- Our comments/concerns with this section (on the Above)
- It seems here that the term of the Initial/Interim Board
- of Directors is longer than necessary.
- It also seems in our opinion that whom shall be voting on the
- who is to be the members of the Initial/Interim Board of Directors
- is unclear
- Recommendation(s):
- 1.) The single term of the Initial/Interim Board of directors
- should be no longer than 6 months. This should provide for
- more than adequate time for the necessary structure for determining
- whom and how the Permanent Board of Directors is to be selected
- or otherwise determined and any longer term for the Initial/Interim
- board of directors would serve to be a less the stable situation
- as called for as one of the main points in the "Transition" section
- of the NTIA's White paper.
-
- 2.) It is our belief and was determined from consensus at the Reston
- IFWP conference and from the NTIA's White Paper that a "Bottom-up"
- approach is appropriate here for the purposes of selecting or
- determining the Initial/Interim Board of Directors as well as the
- Permanent Board of Directors. This would therefore require
- that the "Stakeholders" or the Internet Community vote collectively
- to select or otherwise determine these Boards of Directors.
- Without "Bottom-up" Stakeholder participation, the Internet
- community is not and cannot be served appropriately. This vote
- for members should be by simple majority so as to constitute
- a consensus.
-
Alternative B.
The Initial Board of Directors of the Corporation ("Initial Board")
shall consist of no fewer than five (5) and no more than 15 directors.
It shall serve for a single term of one (1) year, unless the Initial Board
shall vote by a 2/3 majority to extend the term of the Initial Board for
an additional period of no more than six (6) months. At such time of the
end of the Initial Boards term, five (5) of the then existing members of
the Initial Board will remain as members of the successor Board
("Temporary Board Members") for one (1) additional year (or such shorter
time as the Board shall determine by majority vote), with full voting
rights and all the powers and obligations of the new members of the
successor Board. The identity of the Initial Board members who will
fill the Temporary Board Member positions will be determined by the Board.
- Our comments/concerns with this section (on the Above)
- Extensions to the term served by the "Initial Board" seem not necessary
- and have no input or consideration for the NTIA's White Paper
- requirement that "Bottom-up" and "Stakeholder" direct participation
- in making the possible extensions to the "Initial Board" term. We
- therefore respectful are of the opinion that this is an inappropriate
- provision.
-
- Recommendation(s):
- 1.) That no extension be allowed.
- or
- 2.) That any extension of the "Initial Board", be determined by
- simple majority Vote of the Internet community as a whole and/or
- the Stakeholders as indicated by the NTIA's recommendation of
- Stakeholder "Bottom-up" participation on a matter this base.
[THE RESOLUTION OF THE INITIAL BOARD TERM ISSUES WILL
IMPACT CERTAIN OF THE FOLLOWING PROVISIONS. FOR EASE OF
DRAFTING, THE FOLLOWING PROVISIONS WILL ASSUME THAT
ALTERNATIVE A IS EVENTUALLY SELECTED. IF SOME DIFFERENT
PROVISION IS SELECTED, THE NECESSARY ADJUSTMENTS WILL
HAVE TO BE MADE.]
Section 3. NUMBER AND QUALIFICATION OF DIRECTORS AFTER
THE INITIAL BOARD
The authorized number of Directors shall not be less than nine (9) nor
more than seventeen (17) unless changed by amendment to these Bylaws
by a two-thirds (2/3) majority vote of all the members of the Board. The
authorized number of Directors shall be fifteen (15) until changed as
provided in this Section. Each Board after the Initial Board shall be
comprised as follows:
(a) Three (3) Directors nominated by the Address Supporting
Organization, as defined in Article V;
(b) Three (3) Directors nominated by the Domain Name Supporting
Organization, as defined in Article V;
(c) Three (3) Directors nominated by the Protocol Supporting
Organization as defined in Article V; and
(d) Six (6) Directors nominated by the Internet Industry/User Supporting
Organization, as defined in Article V.
- Our comments/concerns with this section (on the Above)
- (See comments and concerns with Article V below that section)
In the event that any Supporting Organization entitled to nominate
Directors should cease to exist, the Board may either (i) create one or
more Supporting Organizations and solicit nominees from those
Supporting Organizations, or (ii) solicit nominees from the existing
Supporting Organizations sufficient to fill any vacancies in the Board.
- Our comments/concerns with this section (on the Above)
-
- In our opinion there are several problems with this porvision
- that do not meet the NTIA's White Paper recommendations/Requirements
- as to Stability under the Transition section of the White Paper.
- There also seems to be undue control and power centered in the
- Board of Directors. It is our belief that the Board of Directors
- should be subservient to the Stakeholders and the Internet Community
- as a whole for it is they that make the Internet possible. The
- Board of Directors having the power to "Create" any Supporting
- Organization for any purpose without the direct voted approval
- of the Internet community or Stakeholders is excessive, devicesive,
- and much less than ethical given the global nature of the Internet.
-
- Recommendation(s):
-
- 1.) That the provision of the Board of Directors NOT have the
- power or ability to "Create" any new Supporting Organization
- for any purpose without the complete voted consent of the
- internet community as a whole(Stakeholders).
-
- 2.) That the Board of Directors act in the primary capacity
- or a implementation decision group and facilitator only.
Notwithstanding anything herein to the contrary, no elected or
appointed official of a national government or a multinational entity
established by treaty or other agreement between national governments
shall be a Director.
ARTICLE V: SUPPORTING ORGANIZATIONS
Section 1. POWERS
The Supporting Organizations shall serve as advisory bodies to the
Board and shall have such powers and duties as may be prescribed by
the Board and these Bylaws. The Board may add additional, or remove
existing, Supporting Organizations by a two-thirds (2/3) majority vote of all
members of the Board. The Supporting Organizations shall be
responsible for nominating Directors for election to the Board and for
proposing policies and procedures regarding the governance and
operation of the Corporation as well as the general Internet
infrastructure. Any proposals forwarded to the Board by a Supporting
Organization shall be simultaneously transmitted to all other Supporting
Organizations so that they may comment to the Board on such proposals.
The Board shall approve policies and procedures proposed by the
Supporting Organizations subject to review for (1) compliance with the
articles and Bylaws, (2) compliance with fair and open processes for
generating the proposals, and (3) absence of unresolved conflicts
between Supporting Organizations. The Supporting Organizations also
shall constitute the primary funding sources for the Corporation in
accordance with policies established by the Board.
- Our comments/concerns with this section (on the Above)
-
- This Article is the most concerning to us and will likely be to
- the Internet community as a whole and the Stakeholders as it
- an significant departure form the NTIA's White Paper directive.
- The attempt to rest the Stakeholder community here is terribly
- stark and quite concerning. This Article may also be in violation
- of the Anti-Trust provisions and in addition Unconstitutional as
- to arrest the rights of the Stakeholders and the Internet user
- community as a whole from a US legal prospective. And from an
- international legal perspective it appears to be a restraint
- of trade possibility here as well, on the whole.
-
- Recommendation(s):
-
- 1.) Consider the nIANA to be an supportive/Advisory organization
- in and of itself to the new non-profit corporation which the
- NTIA's White Paper calls for rather than "The" new non-profit
- corporation it self, with internal supporting organizations
- as part of structure, possibly without their current abilities.
-
- 2.) ARIN, Ripe, and APNIC were not formulated with the expressed
- permission to allocate TLD's or IP allocations by any known
- authority and should be subject to review and the vote of
- the yet to be established committees suggested in accordance
- with the NTIA's recommendations at the Reston Conference which
- are posted at www.ifwp.org.
Section 2. QUALIFICATION FOR MEMBERSHIP IN A SUPPORTING
ORGANIZATION
The Board, by a two-thirds (2/3) majority vote of all members of the
Board, shall develop and adopt the minimum qualifications for membership
in each of the Supporting Organizations. These qualifications may be
amended from time to time by a two-thirds (2/3) majority vote of all the
members of the Board. Any entity or organization that wishes to
participate in a Supporting Organization may do so provided it meets the
minimum qualifications developed by the Board and any additional
qualifications adopted by the Supporting Organization and approved by
the Board. Each Supporting Organization shall have the right to adopt
qualifications for membership in that organization, subject to approval by
the Board to insure that they are no more restrictive than necessary.
Except where stated above, each entity or organization that qualifies to
participate in a given Supporting Organization shall designate one
individual as its representative. The Supporting Organization shall
establish procedures to determine the nominees for such Supporting
Organizations open positions on the Board. The Supporting Organization
shall provide its nominations to the Board at least 60 days prior to the date
on which the Board vote to fill such positions will occur.
- Our comments/concerns with this section (on the Above)
-
- This section is also very concerning to us and no doubt is or
- will be to the Stakeholder and/or the Internet community as a
- whole. In our opinion there is only ONE supporting organization
- That organization is the Stakeholders. Stakeholders consist of
- any and all individuals, non-profit organizations, for-profit
- organizations, and Domain name holders. And as such, the are much
- like our constitution says, "Created Equal". We find this section
- unacceptable, not ethical, devicesive, and overly restrictive
- to a free and open process that is conducive of commerce and
- general use of the internet itself.
-
- Recommendation(s):
-
- 1.) Remove this section entirely.
- or
- 2.) Modify it significantly enough to open the process up to be
- inclusive of any and all of the Stakeholder community, weather
- the be individuals, non-profit organizations, for-profit
- organizations, or Domain name holders regardless of status.
- 3.) Allow for an open process for input form any and all
- constituencies of the Stakeholder community as to proposals
- on a blind submission basis.
Section 3. DESCRIPTION AND QUALIFICATIONS
There shall at least be the following Supporting Organizations:
(a) The Address Supporting Organization shall be composed of
representatives from regional Internet address registries and other
entities or individuals with legitimate interests in these issues, as
determined by the Address Supporting Organization and approved by the
Board. Until such time as there are additional members in the Address
Supporting Organization, Directors representing this Supporting
Organization shall by nominated by the American Registry for Internet
Numbers ("ARIN"), the Asia Pacific Network Information Center ("APNIC")
and Reseaux IP Europeens ("RIPE-NCC"). The Address Supporting
Organization shall create an Address Council to make recommendations
relating to the assignment of Internet addresses;
- Our comments/concerns with this section (on the Above)
-
- This subsection under section 3, seems to us to be very much lacking
- in scope and breadth as it relates to existence of "legitimate"
- supporting organizations as to be overly restrictive and not
- representative of the Internet community or the Stakeholder.
- Such organizations like the DNRC, eDNS and ORSC, for instance
- seem to be obvious additional organizations that have "legitimate"
- interest in the Registry and registrar industry. This appears to
- be purposeful as to this subsection intent.
-
- Recommendation(s):
-
- 1.) Remove the restrictions so as to allow those already existing
- registration and/or registries that are known to be in existence.
- or
- 2.) completely remove this subsection all together.
(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") and other entities with
legitimate interests in these issues, as determined by the Domain Name
Supporting Organization and approved by the Board. The Domain Name
Supporting Organization shall create a Names Council to make
recommendations relating to top level (generic/global and country-code)
domains, including operation, assignment and management of the domain
name system;
- Our comments/concerns with this section (on the Above)
-
- Same comments to this subsection apply as do those in subsection
- (a) above.
-
- Recommendation(s):
-
- 1.) Remove the restrictions so as to allow those already existing
- registration and/or registries that are known to be in existence.
- or
- 2.) completely remove this subsection all together.
(c) The Protocol Supporting Organization shall be composed of
representatives from Internet protocol organizations. Until such time as
there are additional members in the Protocol Supporting Organization,
Directors representing this Supporting Organization shall be nominated by
the Internet Architecture Board. The Protocol Supporting Organization
shall create a Protocol Council to make recommendations relating to the
management of protocol numbers, port numbers and other technical
parameters; and
- Our comments/concerns with this section (on the Above)
-
- This subsection also seems extremely concerning as well as the
- previous two and even more so as this subsection seems only to
- recognize one "Supporting Organization". That being the IAB.
- There are many others such as the IETF, W3C, and several
- private corporations that have contributed heavily in the areas
- or technical parameters withing the Internet community.
-
- Recommendation(s):
-
- 1.) Open the "Protocol Supporting Organization" without undo
- restriction as to credentials to private industry ad-hoc
- groups and other existing and well known and established
- standards groups and organizations.
- or
- 2.) Remove this subsection all together.
(d) The Industry/User Supporting Organization shall be composed
of representatives of organizations that represent Internet users. The
Industry/User Supporting Organization shall create an Industry/User
Council to make recommendations relating to the advancement of the
purposes and capabilities of the Internet, the needs of Internet users,
and other matters concerning the use of the Internet.
- Our comments/concerns with this section (on the Above)
-
- This subsection suffers form lack of definition of what the nIANA
- determines what is a Industry/User Supporting Organization.
-
- Recommendation(s):
-
- 1.) Clearly define what in the nIANA's opinion what a
- Industry/User Supporting Organization is and how the nIANA
- defines them.
-
- 2.) Be inclusive of ALL of the internet community and consider them
- part of the Industry/User Supporting Organization definition.
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
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