Election of at-large Board members etc.

[Pete Farmer <pfarmer@strategies-u.com>]

Comments regarding the Third Draft:

Article VI, Section 1 states, "The initial Board of Directors of the
Corporation ("Initial Board") shall consist of nine At Large members"
and that "the At Large members of the Initial Board shall serve until
September 30, 1999" (which term can be extended for another year if the
Board approves)."

But it does not state how the At Large members of the Initial Board are
to be selected.

Article VI, Section 4.B. states, "The Initial Board... shall establish a
final composition formula for those Boards following the Initial Board,
and the means by which Members of those Boards shall be selected."

But Article VI, Section 9.B. states that "Each Supporting Organization
shall (i) select the Board members to be nominated by that Supporting
Organization through a process determined by the Supporting Organization
and ratified by the Board..." -- making it unclear whether the Initial
Board or the SOs are in charge of determining the selection process for
the SOs' Board seats.

Article VI, Section 9.C speaks to election of At Large members of the
'long-term' Board:

"At Large Board members other than those serving on the Initial Board
shall be elected by a process, which shall include soliciting
nominations from Internet users and industry participants organizations
representing such and due consideration of such nominees, to be
determined by a majority vote of all At Large members of the Initial
Board, following solicitation of input from all interested parties and
consideration of all such suggestions."

I have these comments:

1) The process for selection of the At Large members of the Initial
Board needs to be made explicit.

2) If the intention was to give the current IANA the power to select the
nine At Large Interim Board members, potentially for a 2-year term, then
this gives the "status quo" a great deal of power and, potentially, the
ability to further perpetuate the status quo.

3) The Initial Board should have the power to determine the selection
process for the At Large Board seats, but should be limited to a
ratification role regarding how the SOs select their representatives to
the Board.

4) The language in VI.9.C. would not get a gold star from the author's
high-school grammar teacher.  It's tortured English.  :-)  A common
interpretation seen on various mailing lists is that this says that the
current Board will elect the new at-large Board members.  This may be an
incorrect interpretation -- but it's hard to tell.

5) I believe that the Draft should state, categorically, that At Large
Board members will be elected by an at-large constituency (i.e. election
by members, where "membership" remains to be defined) within some
specified time period.

Therefore, I propose the following:

1. Reduce the number of At Large members on the Initial Board to 3.

2. Have the current IANA appoint these 3 Board members for a term of 1
year.

3. Clear up the inconsistencies of VI.4.B. and VI.9.B.

4. Direct the Board to establish and implement a process for membership
nomination and election of the remaining 6 At Large Board members, for
an initial term commencing April 1, 1999.

5. The seats of the 3 IANA-appointed At Large Board members would be up
for membership nomination/election on October 1, 2000, via the same
process.  The IANA-appointed people would not be restricted from running
for re-election.

Language to implement this is as follows:

VI.1. The initial Board of Directors of the Corporation ("Initial
Board") shall consist of three At Large members, the president (when
appointed), and those directors that have been nominated in accordance
with these bylaws by any Supporting Organization(s) that is recognized
by the Board pursuant to Section 4(B) of Article VII. The At Large
members of the Initial Board shall be selected by the Internet Assigned
Numbers Authority (IANA).  The At Large members so selected by IANA
shall serve a term of office ending on September 30, 2000.  The members
of the Initial Board other than the At Large members shall serve the
terms specified in Section 9(D) of this Article.

VI.4.B. The Initial Board, after soliciting and considering suggestions
from all interested parties, and after widely publicizing through the
Internet and otherwise its tentative conclusions and considering
comments thereon, shall establish the means by which new At Large
members of the Board shall be selected.  This process will establish
qualifications for the participation of qualified parties in the
nomination and election of At Large members of the Board.  The set of
qualified parties so established shall include a broad cross-section of
Internet users, industry participants, and organizations representing
such.  The adoption of this process shall take place not later than
February 1, 1999 and will allow for election of six At-Large members of
the Board whose terms of office would commence not later than April 1,
1999.  The terms of these six At Large members of the Board shall be as
follows: three such At Large Directors shall serve until September 30,
2001, and three such At Large Directors shall serve until September 30,
2002.

VI.9.C.  At Large Board members will be elected by the process
established by the Board, as specified in Section 4(B) of this Article.


Also, change the first phrase in sentence in VI.9.D. to: 
Except as specified by Section 4(B) of this Article, or as specified by
the Board pursuant to that Section...

And, as a technical point, IV.3. needs to be changed to allow the
Initial Board to operate with 3 members (so that the initial three
IANA-appointed At Large members can recognize SOs and ratify their
nominations to the Board).

______________________________________________________________________
Peter J. Farmer                    mailto:pfarmer@strategies-u.com
Strategies Unlimited               Voice: +1 650 941 3438
201 San Antonio Circle, Suite 205  Fax:   +1 650 941 5120
Mountain View, CA 94040            WWW:   http://www.strategies-u.com