comments to draft IANA laws

[laina@singnet.com.sg]

Dear Jon and Joe,

I submitted to you these comments to you before but too late to be
included in your third draft, I do apologise for that. Having read the
third draft, I see that they are still valid points and I am
resubmitting them with some additional comments. I hope they will be
useful to your fourth iteration, if any.

BTW, it would be helpful if you underlined the changes next time so it
would be easier for others to see where the amendments have been made
without having to read the entire document word for word. Thanks.

Laina Raveendran Greene

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1) Article IV- 

a) Interesting. Why has a provision been added on reporting when
compensation other than expenses and reimbursements made to Directors?
Does this mean there can be salary compensation to Directors sometimes?
Is this not different from the spirit of the first few drafts and
Section 22 of Article VI?

b) 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. Some
details are there but none relating to input prior to decision making,
only post. For example, how about using e-mail other than just the
website.

c) The last line of that para says the Board shall adopt these
procedures. Which Board? The Intitial Board or future Boards? By when?
May be useful to specify.

d) Some additions in draft 3 are good.  For example, publishing of
minutes within 10 days of approval are good. Such clarity should be
adopted throughout as far as possible.

2) Article V and Art VI section 17

>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 (e.g. the adding of new TLDs)
should say 2/3 of 2/3 of Directors or something to that effect.

3) Issue of supporting Organisations & membership issue-Art VII

a) 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 be determined within
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. The Councils then represented members interests in the
Board. There is a membership concept, although of course there is no
unanimous definition of who this membership is.

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

b) Art VII - section 3 - scope of SO defined by Board, ....and if in
end after process of sending issues back, Board can amend and adopt by
majority vote

On the last point, there may be a need for super majority of those
attending (quorum is still 1/2) instead of simple majority.

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

This is a closed structure. It 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 accountable body..and
the Board is accountable to membership, not the other way around.

Therefore, if the members are to be the Supporting Organisations, then
it is even more imperative that the  Supporting Organisation 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.

d) I have noted with interest the additions to the last para of Section
4 of Article VII, i.e. Section 4B - regarding the Board reviewing
application by an entity to be a Supporting Organisation. "...shall
approve if organised in accordance with the Bylaws" followed by clear
guidelines. The criteria laid out are commendable, and perhaps the
approach should be that Section 4 are the guidelines for supporting
organisations to be recognised as members of the new IANA, rather than
the Board of the new IANA having a say also in who joins the SOs as
indicated by Section 3. In other words, as long as they follow these
guidelines, they should be recognised. There should be no need for
Section 3. The Board should not have too much say in who joins etc, as
long as the SO can prove it functions within these guidelines.


e) These comments are of course only relevant also if only the SOs as
the members, and the Board is elected by the SOs (the IANA draft merely
says that SOs nominate candidates, not elect. It says the Board elects
from these candidates - too closed a structure if this is the case).
Also, there is still an open issue of whether the Board should also be
elected by the at large community. This is not clear from the draft,
although mention is made of at-large members. The election according to
the draft is made by a Directors meeting.

4) Structure of Board

Here I find it very confusing..

a) Art VI section 2 last sentence 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 Initial Board or Initial Board elects
the Board. If that is what was meant, then here are some drafting
suggestions..

b) 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)."

The words preceding this in Section 1 should come under a new section
entitled Board:

"President + directors nominated....."  

This is suggested since Supporting Organisations do not yet exists,
since they have to be recognised by the Board (perhaps it should say
Initial Board)

c) 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) (elect)
three persons to be director. Upon receipt of such (nominations)
(elected names), the Initial Board shall (elect) (recognises) (ratify)
such persons as members of the Board."

This however does not solve the issue of who elects...which is why I
added the various bracketted versions, that perhaps the Board merely
recognises or ratifies. This is to follow the spirit of a membership
elected Board, thereby adding some level of accountability.

d) The election of the Initial Board itself remains unclear. How are
these nine members at large to be elected? It may be helpful to
specify. For example, plurarity of votes from the comunity at large,
having solicited names from the community at large.


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.

While the amendment has been added to the new draft to define what an
"official" is, this does not address whether a government officer in a
NIC is considered "employed by such government.....and whose primary
function with such government is to develop or influence governmental
or public policies." Perhaps some more clarity or exemptions could be
specified to help address this issue.

6) Election issue- 

Section 9 A indicates that Directors elect Directors

Section 9-B says SO nominates but through a process the Board dictates
and Board votes on these nominations.

Section 9 C- at large members again, nominated at large but voted in by
at-large members of Initial Board.

This will go against the White Paper which says that the Board is to be
elected by membership. Also IFWP meetings indicated this, This is
accountability as well. Suggestion to change election to either be made
by SOs or members at large, or a combination of both.

7) Impeachment

Section 11- Directors removed by Directors..

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


8) Some other useful additions worth noting,Section23, Section 24 of Art VI, 

9) Art VIII - Section 3 - good addition of Government advisory
committee to address some concerns aired, especially from Asia and
Europe. Please note however under Section 6 of Art VI, that Australia
is not a region, it is a country. Australasia however is a region. Is
this what you intended to add instead?

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

REgards,
Laina RG

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Name: Laina Raveendran Greene
E-mail: laina@singnet.com.sg
Date: 27/08/98
Time: 22:50:06

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