Merlin,You are right with regards to the DNSO Bylaws.
Section (k) reads as follows:
“[Reserved for conflicts of interest policy, if necessary.]]”
You
can access the DNSO Bylaws at http://www.dnso.org/dnso/aboutdnso.html for additional
information on the DNSO Bylaws.
However, you might want to visit the site that
provides the articles on the DNSO Registrar Constituency at http://www.dnso.org/constituency/registrars/Registrars.Articles.html
. If you drill down to Section VI, Registrar Constituency Processes, you will
see the following language:
VI Registrar Constituency Processes.
1. The Registrar
Constituency shall adhere to the open and transparent process requirements as stated
by ICANN. It shall also comply with ICANN-established conflict-of-interest, dispute
resolution and review policies,
According to Section III, Organisation and
Structure, Ken Stubbs may be a Registrar Constituency Member. This section
reads as follows:
III Organisation and Structure
1. The Registrar Constituency
shall consist of:
a. A Membership, as defined in the previous section
b. A
Secretariat, with the functions described below.
c. Three Names Council Representatives.
One of these representatives shall chair the Registrar Constituency meetings, which
can be either collocated or electronically linked.
If so, isn’t Ken Stubbs required
to adhere to the ICANN-established Conflicts of Interest Policy (“COIP”)? You
can view the COIP as http://www.icann.org/general/coi-policy.htm . Provided
at the bottom of this message are various sections of the COIP that may be of interest.
Please
note that we should all be asking a very important question - Have the various
functions required under the COIP been carried out by the individuals in charge?
Is ICANN willing to provide the public with a formal statement that all of the requirements
under the COIP have been adhered to (before the selection process is completed)?
Is ICANN willing to allow an independent auditor access to statements and other documents
that should have been generated per the requirements of the COIP (for review and
assurance purposes)?
Also, please keep in mind that Ken Stubbs is not the only
potential Registrar Constituency Member. Remember to read the COIP, along with
the other pertinent documents, carefully and make your own conclusion. I have
already put these issues before Esther Dyson, however, I have yet to receive a response.
I make no claims as to these findings. This e-mail is for informational purposes
only.
Selected Sections of the COIP for Your Review
1. Purpose
The purpose
of the Conflicts of Interest policy is to ensure that the deliberations and decisions
of the Corporation are made in the interests of the global Internet community as
a whole, and to protect the interests of the Corporation when it is contemplating
entering into a transaction, contract, or arrangement that might benefit the private
interest of an Interested Director, Officer or Person (as defined below). An Interested
Director, Officer or Person may not use his or her position with respect to the Corporation,
or confidential corporate information obtained by him or her relating to the Corporation,
in order to achieve a financial benefit for himself or herself or for a third person,
including another nonprofit or charitable organization. This policy is intended to
supplement but not replace any applicable laws governing conflicts of interest in
nonprofit and charitable corporations.
2.4 Interested Director.
"Interested Director"
shall mean any Director of the Corporation who has a material financial interest,
as defined above, or who serves as a Director or Officer of any entity with which
the Corporation has a transaction, contract, or other arrangement.
2.5 Interested
Officer.
"Interested Officer" shall mean any Officer who has a material financial
interest, as defined above, or who serves as a Director or Officer of any entity
with which the Corporation has a transaction, contract, or other arrangement. For
purposes of this policy, the President of the Corporation shall be treated as an
Officer.
2.6 Interested Person.
"Interested Person" shall mean either:
(a)
Any person currently being compensated by the Corporation for services rendered to
it within the previous 12 months, whether as a full- or part-time employee, independent
contractor, or otherwise, or
(b) Any person whose family member, as defined in
Section 2.2, is currently being compensated by the Corporation for services rendered
to it within the previous 12 months, whether as a full- or part-time employee, independent
contractor, or otherwise.
3. Committee on Conflicts of Interest
3.1 To administer
and monitor compliance with this Policy, the Board shall create a Committee of the
Board on Conflicts of Interest ("Conflicts Committee"), to consist of at least two
Directors named by the Board.
3.2 The Conflicts Committee shall require a
statement from each Director and Officer not less frequently than once a year setting
forth all business and other affiliations which relate in any way to the business
and other activities of the Corporation.
5. Disclosure by Directors and Officers
5.1
When requested by the Conflicts Committee (not less frequently than once a year),
each Director and Officer shall promptly submit a statement to the Committee setting
forth all business and other affiliations which relate in any way to the business
and other affiliations of the Corporation.
5.2 With respect to any particular
matter then pending before the Corporation, each Director and Officer shall disclose
to the Conflicts Committee any matter that could reasonably be considered to make
the Director or Officer an "Interested Director" or "Interested Officer," as defined
above.
5.3 With respect to any particular matter then pending before the Corporation,
each Director and Officer shall disclose to the Conflicts Committee any relationship
or other factor that could reasonably be considered to cause the Director or Officer
to be considered to be an "Interested Person," as defined above.
5.4 For purposes
of this section, Officers of the Corporation need not disclose compensation and other
benefits paid to the Officer by the Corporation pursuant to Board resolution.
6.
Disclosure by Supporting Organization
Members of or participants in Supporting
Organization councils must disclose conflicts of interest or other financial interests
in matters within the scope of the Supporting Organization in the manner required
by the Bylaws of the Supporting Organization.
7. Procedures in Connection with
Proposed Transactions and Arrangements
7.1 Scope. This section applies to any proposed
transaction, contract, or arrangement in which a Director, Officer, or Interested
Person has a material financial interest.
7.2 Duty to Disclose. In connection
with any actual or possible conflicts of interest, an Interested Director or Interested
Officer must disclose the existence and nature of his of her material financial interest
to the Conflicts Committee prior to the consideration of the proposed transaction,
contract, or arrangement by the Board or any Committee of the Board.
7.3 Determining
Whether a Conflict of Interest Exists. After disclosure of the financial interest,
the disinterested members of the Conflicts Committee shall determine whether a conflict
of interest exists. Neither the Board nor any Committee of the Board shall vote upon
any proposed transaction, contract, or arrangement in connection with which an actual
or possible conflict of interest has been disclosed by an Interested Director until
such time as the Conflicts Committee has addressed the actual or possible conflict
of interest. For matters pending before the full Board of Directors, a referral to
the Conflicts Committee will not be required where the Interested Director fully
discloses to the Board his or her financial interest and abstains from participation
in the Board's consideration of the proposed transaction, contract, or arrangement.
7.4
Procedures for Addressing a Conflict of Interest
7.4.1 Where a matter has been
referred to the Conflicts Committee and the Conflicts Committee has concluded that
a conflict of interest exists, the chairman of the Board or Committee of the Board
shall, if appropriate, appoint a disinterested person or committee to investigate
alternatives to the proposed transaction, contract, or arrangement.
7.4.2 After
exercising due diligence, the Board or Committee shall determine whether the Corporation
can obtain a more advantageous transaction, contract, or arrangement with reasonable
efforts from a person or entity that would not give rise to a conflict of interest.
7.4.3 If a more advantageous transaction, contract, or other arrangement is not
reasonably attainable under circumstances that would not give rise to a conflict
of interest, the Board or Committee shall determine by a majority vote of the disinterested
Directors whether the transaction, contract, or arrangement is in the Corporation's
best interest and for its own benefit and whether it is fair and reasonable to the
Corporation, and shall make its decision as to whether to enter into the transaction,
contract, or arrangement in conformity with such determination.
8. Violations
of the Conflicts of Interest Policy
8.1 If the Conflicts Committee has reasonable
cause to believe that a Director or Officer has failed to disclose an actual or possible
conflict of interest, it shall inform the Director or Officer of the basis for such
belief and afford the Director or Officer an opportunity to explain the alleged failure
to disclose.
8.2 If, after hearing the response of the Director or Officer and
making such further investigation as may be warranted in the circumstances, the Conflicts
Committee determines that the member has in fact failed to disclose an actual or
possible conflict of interest, it shall recommend to the Board of Directors appropriate
disciplinary and corrective action.
8.3 The violation of this conflicts of interest
policy is a serious matter and may constitute "cause" for removal or termination
of a Director or Officer, or the termination of any contractual relationship the
Corporation may have with an Interested Person or other party.
9. Records of Proceedings
9.1
The minutes of the Conflicts Committee shall contain:
(a) The names of Directors
and Officers found to have a material financial interest in connection with an actual
or possible conflict of interest; the nature of the financial interest; any action
taken to determine whether a conflict of interest was present; and the decision of
the Conflicts Committee as to whether a conflict of interest in fact existed.
(b)
The names of the persons who were present for discussions and votes relating to the
actual or potential conflict of interest; the content of the discussion; and a record
of any votes taken in connection therewith.
9.2 In connection with a conflict
of interest, the minutes of the Board or other Committee of the Board shall contain
the names of the persons who were present for discussions and votes relating to the
transaction or arrangement; the content of the discussion, including any alternatives
to the proposed transaction or arrangement; and a record of any votes taken in connection
therewith.
10. Compensation Committees
A member of any Committee of the Board
the jurisdiction of which includes compensation matters and who receives compensation
from the Corporation for services is precluded from voting on matters pertaining
to that member's compensation.
11. Annual Statements
Each Director and Officer
shall annually sign a statement which affirms that such person:
(a) Has received
a copy of the conflicts of interest policy;
(b) Has read and understands the
policy;
(c) Has agreed to comply with the policy; and
(d) Understands that
the Corporation is a charitable organization and that in order to maintain its federal
tax exemption it must engage primarily in activities which accomplish one or more
of its tax-exempt purposes.
12. Periodic Reviews
The Conflicts Committee shall
periodically consider whether and how this Conflicts of Interest Policy should be
revised or amended to better meet its objectives. In connection with any periodic
review conducted by the Corporation to ensure that it operates in a manner consistent
with its charitable purposes, the Conflicts Committee shall report on the matters
referred to it and their resolution.