RE: [gnso-improvem-impl-sc] Re: Background on New Issues: Email Voting and Procedural Waivers

["Ron Andruff" <randruff@xxxxxxxxxxxxxxx>]

Thanks to Thomas, Anne and others for fleshing this issue out in advance of our 
meeting 9 days from now in BA.  I would ask all members to give this matter 
some thought and bring their comments to the list as well.

 

Looking forward to seeing you all in BA shortly.

 

Kind regards,

 

RA

 

Ron Andruff

RNA Partners

 <http://www.rnapartners.com> www.rnapartners.com 

 

From: owner-gnso-improvem-impl-sc@xxxxxxxxx 
[mailto:owner-gnso-improvem-impl-sc@xxxxxxxxx] On Behalf Of Thomas Rickert
Sent: Saturday, November 2, 2013 07:04
To: Julie Hedlund
Cc: Aikman-Scalese, Anne; gnso-improvem-impl-sc@xxxxxxxxx; Cover, Cynthia
Subject: Re: [gnso-improvem-impl-sc] Re: Background on New Issues: Email Voting 
and Procedural Waivers

 

All,

with respect to the question of waivers, I guess there is a comparable scenario 
in corporate law that may be useful. Procedural requirements such as invitation 
periods or other formal requirements for invitations to shareholders' meetings 
can be waived only on condition that the waiver is supported unanimously. 

 

For our scenario that could mean that a waiver would only be possible if all 
Councillors unanimously support it. That would give the Council flexibility to 
take action on motions that are undisputed, but where i.e. the motions deadline 
has been missed. 

 

On the other hand, where a Councillor is not in a position to take action, e.g. 
because he or she could not discuss the matter sufficiently with the respective 
group, the Councillor would not support the waiver and then the waiver cannot 
be granted and the situation would remain as it is today.

 

Thanks,

Thomas

 

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

thomas-rickert.tel

+49.228.74.898.0


Am 01.11.2013 um 14:32 schrieb Julie Hedlund <julie.hedlund@xxxxxxxxx 
<mailto:julie.hedlund@xxxxxxxxx> >:

Thank you Anne.  Those are all important points. I think you are right that 
there could be a lot of variables to consider with respect to waivers.

 

Best regards,

Julie

 

From: <Aikman-Scalese>, Anne < <mailto:AAikman@xxxxxxxxxx> AAikman@xxxxxxxxxx>
Date: Thursday, October 31, 2013 6:18 PM
To: Julie Hedlund < <mailto:julie.hedlund@xxxxxxxxx> julie.hedlund@xxxxxxxxx>, 
" <mailto:gnso-improvem-impl-sc@xxxxxxxxx> gnso-improvem-impl-sc@xxxxxxxxx" < 
<mailto:gnso-improvem-impl-sc@xxxxxxxxx> gnso-improvem-impl-sc@xxxxxxxxx>
Cc: "Cover, Cynthia" < <mailto:CCover@xxxxxxxxxx> CCover@xxxxxxxxxx>
Subject: RE: Background on New Issues: Email Voting and Procedural Waivers

 

Thanks Julie – very helpful.  One of the issues that is problematic in relation 
to the second task is that a Councilor won’t  know in advance of the meeting  
whether a requirement will be waived or not and thus may not have had time to 
address the issue(s) with his/her constituency or stakeholder group.  Multiple 
late motions would present a large problem in relation to any given meeting.  ( 
As to motions, it seems the ten calendar day advance notice has been working 
well in terms of the ability to brief stakeholders and receive input prior to 
GNSO Council meetings. )

 

We should likely look at several different types of situations that might make 
a waiver procedure desirable.    Those who have been or are sitting on GNSO 
Council now may be good resources for suggestions as to various situations 
where waiver might  be appropriate. 

 

Anne

 


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Anne E. Aikman-Scalese, Of Counsel


Lewis Roca Rothgerber LLP | Suite 700


One South Church Avenue | Tucson, Arizona 85701-1611


(T) 520.629.4428 | (F) 520.879.4725


 <mailto:AAikman@xxxxxxxxxx> AAikman@xxxxxxxxxx |  <http://www.lrrlaw.com/> 
www.LRRLaw.com

        
        

 


<image002.jpg>

Lewis and Roca LLP is now Lewis Roca Rothgerber LLP.

 

From: Julie Hedlund [ <mailto:julie.hedlund@xxxxxxxxx> 
mailto:julie.hedlund@xxxxxxxxx] 
Sent: Thursday, October 31, 2013 2:58 PM
To: Aikman-Scalese, Anne;  <mailto:gnso-improvem-impl-sc@xxxxxxxxx> 
gnso-improvem-impl-sc@xxxxxxxxx
Cc: Cover, Cynthia
Subject: Re: Background on New Issues: Email Voting and Procedural Waivers

 

Dear Anne,

 

As the Council noted in Durban during its wrap up meeting, the current 
procedures do not include a process for the Council to hold a vote outside of a 
meeting, although they do allow absentee voting for certain votes and under 
certain conditions, but only follow a meeting during which a vote was taken.  
Please see Section 4.0 Voting in the GNSO Council Operating Procedures (page 
11) at:  <http://gnso.icann.org/en/council/op-procedures-13jun13-en.pdf> 
http://gnso.icann.org/en/council/op-procedures-13jun13-en.pdf.  Also, the 
language in this section presumes that a vote is taking place at a meeting.  
For example, Section 4.1 Quorum says, "In order for the GNSO Council to 
initiate a vote, a quorum must be present."  The word "present" implies 
presence at a meeting.  Section 4.2 Voting Thresholds says, "For all votes 
taken, the number of eligible voters in each House shall be fixed to the number 
of seats allocated in the Bylaws (a.k.a. the denominator) and is not affected 
by the number of members present or absent at the meeting [emphasis added] in 
which the motion or other action is initiated."

 

With respect to waiving requirements, as the Council noted there are no 
provisions in the procedures.  One of the issues noted by the Council in 
Durban, for example, was that it could not consider a motion that was submitted 
after the deadline for submitting reports and motions.  Section 3.3 Notice of 
Meetings states, "Reports and motions should be submitted to the GNSO Council 
for inclusion on the agenda as soon as possible, but no later than 23h59 
Coordinated Universal Time (UTC) on the day, 10 calendardays before the GNSO 
Council meeting."  There is no language in this section that allows the Council 
to make an exception to this notice requirement.  Moreover, there is no general 
statement in the procedures that allows the Council to waive its procedures or 
as Jonathan noted below under which "formal council procedure can be bypassed 
in the event that there is no objection from the council."

 

I hope this is helpful, but please let me know if you have additional questions.

 

Best regards,

Julie

 

From: <Aikman-Scalese>, Anne < <mailto:AAikman@xxxxxxxxxx> AAikman@xxxxxxxxxx>
Date: Thursday, October 31, 2013 3:23 PM
To: Julie Hedlund < <mailto:julie.hedlund@xxxxxxxxx> julie.hedlund@xxxxxxxxx>, 
" <mailto:gnso-improvem-impl-sc@xxxxxxxxx> gnso-improvem-impl-sc@xxxxxxxxx" < 
<mailto:gnso-improvem-impl-sc@xxxxxxxxx> gnso-improvem-impl-sc@xxxxxxxxx>
Cc: "Cover, Cynthia" < <mailto:CCover@xxxxxxxxxx> CCover@xxxxxxxxxx>
Subject: RE: Background on New Issues: Email Voting and Procedural Waivers

 

Thanks Julie.   I will be coming in over Adobe from Miami Beach (INTA 
Leadership) on November 16.  ( For some reason I had an SCI call on my calendar 
yesterday, but nobody was there so my mistake.)

 

Regarding the two new items, can you provide us with the EXISTING rules on 
(1)Voting and (2) Waiving requirements in the Operating Procedures?

 

Thanks and congrats to the Charter team  on the approval of the new Charter!

Anne

 


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Anne E. Aikman-Scalese, Of Counsel


Lewis Roca Rothgerber LLP | Suite 700


One South Church Avenue | Tucson, Arizona 85701-1611


(T) 520.629.4428 | (F) 520.879.4725


 <mailto:AAikman@xxxxxxxxxx> AAikman@xxxxxxxxxx |  <http://www.lrrlaw.com/> 
www.LRRLaw.com

        
        

 


<image002.jpg>

Lewis and Roca LLP is now Lewis Roca Rothgerber LLP.

 

From: <mailto:owner-gnso-improvem-impl-sc@xxxxxxxxx> 
owner-gnso-improvem-impl-sc@xxxxxxxxx [ 
<mailto:owner-gnso-improvem-impl-sc@xxxxxxxxx> 
mailto:owner-gnso-improvem-impl-sc@xxxxxxxxx] On Behalf Of Julie Hedlund
Sent: Thursday, October 31, 2013 11:48 AM
To:  <mailto:gnso-improvem-impl-sc@xxxxxxxxx> gnso-improvem-impl-sc@xxxxxxxxx
Subject: [gnso-improvem-impl-sc] Background on New Issues: Email Voting and 
Procedural Waivers

 

Dear SCI members,

 

In our last meeting on 08 October Ron Andruff suggested it would be helpful to 
frame the two new issues the GNSO Council has asked the SCI to study  — email 
voting and procedural waivers --  in the format of the questions listed in the 
charter.  In addition, for future requests as Mikey O'Conner suggested staff 
will create an online form that requesters can complete when they have issues 
to bring to the SCI.  The format in the charter is:

1.      Which group do you represent? (E.g. Council, WG.)
2.      To which rules or processes do you refer?
3.      Please outline the problems
4.      What specific changes do you propose to address the identified problems?
5.      Do you have any additional suggestion for making the rules/processes 
easier to administer?

 

In particular, the GNSO Council requested that the SCI should take up these two 
new issues in its Wrap Up meeting in Durban on 17 July.   Accordingly, I've 
reviewed the transcript from that meeting and pulled out the relevant 
information from the brief discussion of these topics.  I've put that 
information into the form of the questions from the charter.  Please see the 
information below and also on the wiki at:  
<https://community.icann.org/display/gnsosci/16+November+2013> 
https://community.icann.org/display/gnsosci/16+November+2013.  These issues are 
on the agenda for the SCI's next meeting, which will be held face-to-face in 
Buenos Aires on Saturday, 16 November from 0700-0845 local time.  The GNSO 
Secretariat will send out a notice and reminders for the meeting.

 

Best Regards,

 

Julie 

 

Julie Hedlund, Policy Director

 

Email voting:

1.     Which group do you represent? GNSO Council

2.     To which rules or processes do you refer? Voting

3.     Please outline the problems: The Council does not have a mechanism to 
conduct votes outside of a meeting.

4.      What specific changes do you propose to address the identified 
problems?  The SCI should consider whether and how the Council could vote 
outside of a meeting and under what circumstances.  Quote from Jonathan 
Robinson in the Council transcript at the Wrap Up Meeting in Durban on 18 July 
2013: "So I wanted - an issue I wanted us to consider maybe giving to the SCI 
and then to the group or to a committee to look at is I’d like to rethink about 
whether potentially voting by email or something like that is a possibility? I 
know we’ve looked at it on and off over the years.…And if that would help speed 
things along it would be great to just look at that issue in just maybe we 
can’t do it first time around obviously but for future..."  He raised this 
issue because the Council was in the process of scheduling a special meeting in 
August to conduct a vote.
5.      Do you have any additional suggestion for making the rules/processes 
easier to administer? Voting by email could in some circumstances enable the 
Council to avoid having to schedule a special meeting for a vote that has to 
occur quickly.

 

Waivers and/or Exceptions to the GNSO Council Operating Procedures

1.     Which group do you represent? GNSO Council

2.     To which rules or processes do you refer? Submitting a motion and 
possibly other procedures

3.      Please outline the problems: The Council does not have a mechanism to 
waive or invoke an exception to and of its operating procedures.  An example is 
whether the deadline for submitting motions could be waived in certain 
circumstances.  Quote from Jonathan Robinson in the transcript at the Wrap Up 
Meeting in Durban on 18 July 2013: "And essentially I wasn’t empowered as chair 
by our rulebook to allow that motion to be put on the table even if technically 
although we have done it by precedent and prior practice, even if no one 
objected from the council I didn’t really - there isn’t really device in the 
rulebook to allow that to take place. So I personally I think that’s an area we 
should look at is the - when and under what circumstances - formal council 
procedure can be bypassed in the event that there is no objection from the 
council?"
4.      What specific changes do you propose to address the identified 
problems?  The SCI should consider whether and how the Council could vote 
outside of a meeting and under what circumstances.
5.      Do you have any additional suggestion for making the rules/processes 
easier to administer? A waiver mechanism could allow the Council to consider a 
motion or document after the deadline of notice/submission to the Council has 
passed.

 

 


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