Comment re Qualifications of Individuals Acting on Behalf of SoleDesignator/Empowered Community

[Mike Roberts <mmr@xxxxxxxxxxxxxxxxx>]

This is an impressive document and reflects a great deal of hard work on a 
complex subject.

(1) Since the new structure essentially grants authority to the entity that 
holds Sole Designator power under California law that is equal to that of the 
members of the ICANN Board, it is essential that individuals exercising that 
authority be qualified to do so under a standard equivalent to that now used to 
qualify members of the Board.

In my view, this can be accomplished by using language contained in Article 
VI.2.3 of the existing Bylaws, which extends to SO/AC Board members the same 
requirements levied on Board candidates selected by the Nominating Committee.

Those requirements are:

VI.3  ICANN Directors shall be:

 <>1. Accomplished persons of integrity, objectivity, and intelligence, with 
reputations for sound judgment and open minds, and a demonstrated capacity for 
thoughtful group decision-making;

 <>2. Persons with an understanding of ICANN's mission and the potential impact 
of ICANN decisions on the global Internet community, and committed to the 
success of ICANN;

 <>3. Persons who will produce the broadest cultural and geographic diversity 
on the Board consistent with meeting the other criteria set forth in this 
Section;

 <>4. Persons who, in the aggregate, have personal familiarity with the 
operation of gTLD registries and registrars; with ccTLD registries; with IP 
address registries; with Internet technical standards and protocols; with 
policy-development procedures, legal traditions, and the public interest; and 
with the broad range of business, individual, academic, and non-commercial 
users of the Internet; and

 <>5. Persons who are able to work and communicate in written and spoken 
English.

The symmetry I propose is needed to ensure that powers of grave significance, 
such as those proposed to be granted to the “Empowered Community,” are 
exercised by individuals with equivalent, or superior backgrounds of 
experience, skill and integrity as the Members of the Board.


(2) Members of the ICANN Board are bound to the purposes of the organization by 
fiduciary oath.  Although not required by those representing an unincorporated 
association under Califorrnia law, it would increase the respect for the 
actions of the Sole Designator if the individuals involved voluntarily 
subjected themselves to the same oath.


(3) Those exercising the powers of the Sole Designator, given the gravity of 
those powers, should be bound by appropriate conflict of interest rules that 
are at least as strong as those binding the members of the Board.  In 
particular, these rules should forbid any individual from holding any official 
position within the ICANN governance structure at the same time as that 
individual exercises duties as Sole Designator.


I hope you find these comments useful and appropriate, and apologize if I have 
duplicated language already embodied in the report.


Mike Roberts
ICANN Director and CEO, 1998-2001