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Board Review - more creative thinking needed

  • To: <board-review-interim@xxxxxxxxx>
  • Subject: Board Review - more creative thinking needed
  • From: "Ruth, Gregory R." <gruth@xxxxxxxxxxxxxx>
  • Date: Mon, 6 Apr 2009 16:09:28 -0400

(submitted as an individual)


I find the analysis of the ICANN Board and recommendations proposed by
hired consultants regarding its efficacy to be of a disappointingly low
quality.  Like other reviews of ICANN components, the consultants have
been content to merely tinker with the existing structure.  Too timid
(or lazy) "to think outside the box," they avoid tackling the
fundamental issues and questioning our operating assumptions.  But as
ICANN has grown from a fledgling organization to a more mature one over
the last decade, I believe that new, bolder structural changes are in


According to the ICANN bylaws "the powers of ICANN shall be exercised
by, and its property controlled and its business and affairs conducted
by or under the direction of, the Board."  Implicitly (but not
explicitly) in the bylaws, this includes the consideration and approval
of policy recommendations made by ICANN's support organizations.  This
dual role of the Board - conducting both ICANN business and policy
affairs - has placed a terrific burden on the Board over the years.


I propose replacing the current ICANN Board structure by two distinct
and separate entities requiring different skill sets:  (1) a Board of
Directors concerned with the business affairs of ICANN and (2) a Policy
Board whose sole remit would be dealing with policy issues.  There is no
compelling reason to combine these functions into a single body and much
to be gained by separating them.


The new Board of Directors would function much the same as the board of
directors for any non-profit organization.  It would consist of a small
group of directors with skills in business and law.  Much of the
business-related committee work (performed by the current ICANN Board)
should be off-loaded to ICANN staff, substantially decreasing the load
on members of this new Board.  Since this Board would be exclusively
concerned with business matters, there would be no need for diversity
requirements and broad stakeholder representation.  Such a board would
meet relatively infrequently, say, 4 times a year.


The newly formed Policy Board would, with substantial staff support,
deal exclusively with ICANN policy matters.  This new entity would be
populated with members whose expertise lies in the Internet realm
(technology, business, intellectual property, etc.)  The Policy Board
make-up would require broad representation from Internet stakeholders,
including regional diversity.  However, the Policy Board work load would
be considerably reduced (compared with the current ICANN Board) because
(1) all of the financial/business work would be off-loaded to a
traditional corporate board and (2) staff support for policy work would
be increased considerably.  Therefore, while maintaining diversity, the
Policy Board could also be reduced in size (though not as small as the
proposed new BoD.)


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