By-Laws Proposal for Discussion

["Sam Carmalt" <scarmalt@swconsult.ch>]

I have reviewed the 'Draft By-Laws for a New IANA', and make the 
following comments:

Article 3, Secion 1 [Charitable purpose and distribution upon 
dissolution]  states:

'...or shall be distributed to the Federal government, or a state 
government, for such purposes, or for such other charitable and 
public purposes...'  

I suggest that 'an international treaty organization' be included as 
possible distributees.  

Article 4, Section 2 [Initial Board of Directors].  I favor Alternative B, 
as I think that there is value in some continuity between the initial 
board and the board as it will be constituted eventually.

Article 4, Section 3 [Number and qualification of directors after the 
initial board] states:

'...no elected or appointed official of a national government or a 
multinational entity established by treaty or other agreement between 
national governments shall be a director...'.

I don't understand the rationale for this prohibition.  In particular, 
some representation from some such groups might well be 
desireable.  For example, China, as presently administered, would 
probably be unlikely to have anyone able to serve as a director.  
Also, some interest groups might will WANT to have a competent 
official of an international treaty organization as a director 
representing their interests. 

The provision also seems to me to be problematic in that an 
'appointed official of a national government' could be construed to 
include a wide range of people (such as those receiving research 
grants, e.g. Dr. Postel).  

This section concludes with a solicitation for a definition of 'Region' 
and suggestions on how to implement a restriction that not more 
than half of the directors be from a single region.  As to the 
definition, I am sure that a number of existing classifications of 
region could be chosen, which would be preferable to making a new 
definition.  I suggest checking with the World Trade Organization, 
the International Telecommunications Union and the World 
Intellectual Property Organization to see whether any of them have 
definitions of 'region' which might be used.  

Implementation of the proposal probably requires some form of 
proportional voting.  For example, when electing directors, each 
elector would have the number of votes as there are vacancies.  The 
positions would be filled from the highest number of votes received 
to the lowest, but as positions are filled, some candidates would 
become ineligible (due to region), and would therefore be skipped 
and the position filled from the candidate receiving the next highest 
number of votes, etc.  

Going back to the first problem in this section, that of a director 
being from a national government or international treaty 
organization, a criterion similar to that for regional representation 
might be workable if the concern is to require that the directors not 
just be government bureaucrats.  Something like 'no more than one 
third of the directors shall be ...'.  In such case, the same 
disqualification rules as proposed for regional representation might 
apply.  But this opens a door to having positive representation from 
all sorts of groups (private industry, individual users, etc., which 
might better be avoided).

Finally with regard to this section, I suggest that there be some 
provision for the board to definitively rule on ambiguities, etc..  For 
example, an Indian citizen might hold a US green card and have 
worked all his or her life in the USA; how would this candidate be 
considered with respect to regional distribution?   For each category 
which might limit service (regional representation, public 
employment, etc.) every candidate should have to declare his or her 
status, and all objections should be considered BEFORE the election 
with the decision of the existing board being final.

Article 4, Section 18 [Compensation].  [Note, this issue occurs 
elsewhere as well].  I would prefer to see directors being able to 
collect a uniform per-meeting fee for service.  While I recognize 
some of the problems with this, it nevertheless seems to me 
preferable not to rely on the generosity of other employers (private 
companies, grant-receiving institutions, etc.) to provide pro-bono 
time.  If this provision stands, there will be an ideal director at some 
point who will not be able (or be allowed) to serve.

Article 5, Secion 3(d) [Industry/User Supporting Organization].  
Compared to the other interest groups represented, this one seems 
to be ill defined.  Perhaps the forthcoming discussions concerning 
the domain-name space will help to clarify things.  But as things are 
a present, the potentially competing interests involved here (ISPs, 
commercial users, individual users, etc.) might make it preferable to 
allow the board to accept nominations from more than one user 
group.

I hope these comments will advance the discussion.

Regards, Sam Carmalt

--
See you at INET'98, Geneva 21-24 July '98, http://www.isoc.org/inet98/
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Sam Carmalt                     SW Consulting SA  
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