A Mechanism for Selection of Governance Bodies

[Kent Crispin <kent@songbird.com>]

        A  Mechanism for Selection of Governance Bodies

We need to get an organization with significant powers off the ground
in the near future, but the discussions founder on the issues of
representation.  To be more precise, there are several instances of
Governing Bodies (GBs) under discussion (The nIANA Board, the various
councils and committees), and the question is how those bodies can be
populated in a way that is "representative".  In what follows I will
sometimes use the term "board" as a name for a generic GB, but the 
intent is to be general.

Another important component here is the set of "Charter Documents".  
These are the legal documents that define the GB, and its surrounding 
legal structure.

Two models have been presented:

    1: The "Defined Constituencies" model -- this model identifies
    organizations that represent constituencies.  Those organizations
    select board members.

    2: The "General Membership" model -- a Membership Organization
    (MO) of some sort is created, and the board is elected by the MO.

The astute observer will note that number 2 is a special case of
number 1.  The even more astute observer will note that number 1 is
almost a special case of number 2, where the members are
organizations... 

Accordingly, I propose a hybrid model: [1] a set of Constituency
Organizations that can select some of the GB members, and a Membership
Organization that selects the rest of them. 

                Constituency Organizations

Constituency Organizations are relatively straightforward.  They are
presumed to already exist, and sometimes a selection is obvious -- for
example, the Regional IP Registries are obvious constituency
organizations.  The ccTLD name registries are another obvious set of 
Constituency Organizations.

Sometimes the selection problem is made more difficult by the 
existence of multiple or competing constituency organizations.  If 
there are sufficient board seats, there is no problem -- give one 
seat to each CO.  This is generally not the case, however.  

One solution is to give the competing organizations a set of seats
between them, and require them to jointly select a small set of
representatives .  For example (and this is purely hypothetical) if it
is decided that trademark issues need one seat on the board, then
assign to DNRC and INTA the job of selecting that one member.  If
other entities want to be involved in that selection proces, fine. 
The general rule is to move the controversy down to the level of the
entities that care, and let them form their own selection mechanism. 
If there is deep division, then they have to find a representative
impartial enough to represent both.  If they can't then their board
seat stays vacant. [2]

This mechanism is merely a suggestion -- it obviously won't work in 
all cases, but thinking in those terms may lead to a variation that 
is acceptable to the parties concerned. 

The more difficult issue may be the allocation of board seats to
constituency groups.  It is not obvious how to assign relative
importance between, say, groups interested in dispute resolution, and
and groups interested technical standards.


                  Membership Organizations

I intend a particular meaning for the term "Membership Organization". 
A MO is specific to the Governing Body in question, and is tied to it
legally.  For example, the nIANA Board would have an nIANA Board
Membership Organization, and the Names Council might have a Names
Council Membership Organization.  

The charter documents (Articles of Incorporation, Bylaws, etc) for the
GB in question would specify the requirements for membership in the
associated MO, the number of board members that the MO elects, basic
structural characteristics of the MO, financial support issues, and so
on. 

While the requirements for membership *could* be stiff, the intent in
our specific case is that they be very open -- the goal here is a
mechanism that allows any interested party to participate.  Some
generic requirements for membersip in the MO would be

    1) Must be a verifiable "real" person or legal entity.

    2) Must meet any financial requirements like membership fees or 
    administrative fees that are established in the charter 
    documents.
    
    3) Must agree to abide by the basic organizational rules 
    established in the charter documents.

There may be other legal requirements, as well.  I am not sure what
the legal implications of such a Membership Organization would be in 
the context of, for example, a California Non-Profit Corporation.

The "basic organizational rules" may set guidelines for the election 
of the board members -- election procedures, definitions of majority.  
It may require that certain features of the MO must be decided by 
"rough consenus" or majority vote, or whatever.  They could also 
specify the verification procedure for the reality of the person or 
legal entity.  They could also specify requirements on board members, 
such as a requirement that no more half of the board may be from any 
one country.

As I see it, a MO should be, to the extent possible, self-supporting
and self-organizing.  In any realistic case there will be no shortage
of members, and they will have a strong incentive to organize --
without a meaningful organization they will not have a facility to
elect board members, and, in the same fashion as for the CO's, those
board seats will remain vacant unless the MO gets its act together.


                          Conclusion

What I try to present here is a general model by which representation 
can be actualized.  If the discussion can be moved to a general 
level, instead of bogging down in the details of who gets to do what, 
perhaps we can make some progress.

================================================================

[1] The reader should be aware that there isn't a whit of original
thinking in this proposal, and the phrase "I propose" is merely used
as a rhetorical device. 

[2] The astute observer will note that this idea comes from  Ira Magaziner.

-- 
Kent Crispin, PAB Chair			"No reason to get excited",
kent@songbird.com			the thief he kindly spoke...
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