IANA Draft bylaws

[laina@singnet.com.sg]

Dear Jon and Joe,

I do hope these comments are not too late. I have been collating my own
views and that of others and this is my input.

1) Article IV- last para relating to "In addition, the Initial Board
shall investigate the development..."

The input from various meetings and the White Paper seem to indicate
that this should be developed. So perhaps, you could list some of the
possible policies, e.g. ability to review drafts, open and fair hearing
panels, etc and say details to be developed by Initial Board.

2) Article V and Art VI section 16. 

>From a reading of the articles, it would appear that a quorum is a
simple majority of Directors, then a decision is made from a simple
majority of that 1/2. This may not satisfy the requirement by the White
Paper that "procedures which protects against a self-interested
faction, for example, super majority:... you may need to have
procedures that indicate which routine matters would abide by 1/2 of
1/2, but matters of policy adoption etc, need say 2/3 of 2/3 of
Directors or something to that effect.

3) Issue of supporting Organisations & membership issue

The IFWP process and the White Paper endorses the creation of councils-
(White Paper- separate names and number councils can be formed within a
single organisation. Policy could b determined withtin the appropriate
council that would submit its recommendations to the new corporations
Board of Directors for ratification") the impression I got from some of
these discussions, was the Councils had members, and the Councils then
represented members interests in the Board.

Instead the IANA draft sets up the Supporting Organisations and its
Councils, as sort of advisory committees that the Board sets up,
recognises who can be members, and determines what it can do. In other
words Board also determined who can and cannot be members to the
organisation. This will go against the grain of the issue of
membership, as well as the issue of accountability.

Art V section 2- indicates the SO has to be recognised by the
Board..that the scope of its responsibility is determined by the
Board....

Art VII section 1- SO act as advisory bodies of the Board...have such
powers and duties as prescribed by the Board.....

Art VII section 3- Board will review and ratify qualifications for
membership to SO.

This is a closed structure, which is clearly different from the issues
raised in the White Paper, to have accountability, avoid capture of the
organisation,  and White Paper says "Board Members should be elected
from the membership"....indication of an open and accountanble
body..and the Board is accountable to membership, not the other way
around.

Therefore, if the members are to be SO, the SO and not the Board should
determine membership qualifications, purposes etc, and the Board if at
all merely ratifies, endorses or rejects with reasons for
reevaluation.

4) Structure of Board

Here I find it very confusing..

Art VI section 2 indicates that the Board shall elect the Intial
Board???How can this be so??? Unless what you meant to say was the
Interim Board shall elect the Board. If that is what was meant, then
here are some drafting suggestions..

The Art VI section1 should say,---Initial Board of Directors of the
Corporation (Interim Board) shall consist of nine at large members and
the President (when appointed). Stop here.

The words preceeding this in Section 1 should come under a new section
entitled Board...."President + directors nominated....."

Section 2 should be redrafted to read: "Immediately upon the
recognition of a supporting organisation by the Initial Board pursuant
to Section 4(B) of Art VII, the Initial Board shall request that such
Supporting Organisation nominate three persons to be director. Upon
receipt of such nominations, the Initial Board shall (elect)
(recognises) (ratify) such persons as members of the Board.

This howver does not solve the issue of who elects...which is why I
added perhaps Board merely recognises or ratifies.

5) Government involvement

Section 5 may be a problem for some people in this region. Many of the
NICs here have governmental involvement, and this would preclude
individuals from these organisations from being represented on the
Board...perhaps some amendment to reflect legitimate interest in the
issues exception.

6) Election issue- 

Section 8 A indicates that Directors elect Directors Section 8-B says
SO nominates but through a process the Board dictates and Board votes
on these nominations.

This will go against the White Paper wwhich says that the Board is to
be elected by membership. Also IFWP meetings indciated this, This is
accountability as well.

7) Impeachment

Section 10- Directors removed by Directors..

Impeachment is a mechanism of accountability and usually a tool for
members, not fellow Directors. Need some amendment here too.

Here are some quick comments I have, and I hope it will be considered.

REgards,
Laina RG