Re: [ifwp] Re: draft proposal for selection of board

[Kent Crispin <kent@songbird.com>]

On Fri, Jul 24, 1998 at 09:12:57PM -0800, Ellen Rony wrote:
> Jim Dixon wrote:
> >An incomplete draft proposal describing a mechanism for selecting the
> >board of the new corporation proposed in the White Paper can be seen at
> >
> >        http://www.euroispa.org/papers/balanced.diversity.html
> 
> It's certainly appropriate to suggest ways the board should represent both
> geographic AND stakeholder diversity.  I'd like to add for the discussion a
> very simplistic proposal.

[...]

I won't comment on the geographical dispersal issue, since I don't 
have an opinion on the topic.

> 5 members selected by the Internet community.  These are board members at
> large.  I can't think of the voting mechanism or requirements for this
> third, but this 5+5+5 makeup would meet the needs for geographic diversity,
> for community input, and for issues representation.

A completely straightforward proposal would be to model the PAB/POC
voting arrangement.  However, I understand that the ORSC is groping
towards something like this, as well, in their attempts to manage their 
new corporation:

    Create a representative body, call it "NCAB" (New Corporation
    Advisory Body).  Membership is open, the only requirement being
    that you must sign a form indicating your agreement to
    participate, and your agreement to abide by the "rules of the
    game".  I think that one of the rules should be that there should
    be a required membership assessment, designed to cover the costs
    of the body.  These costs would involve 1) keeping up a web site,
    2) maintaining a email list and archive, and 3) managing an email
    voting protocol.  The *amount* of the assessment would be
    determined by the body itself, and should be done on a 
    cost-recovery basis -- that is, if there is a surplus, the 
    assessment would be decreased the next year.

    The new corporation would keep the signatures on file, and do any
    validation that was necesary.  NCAB would provide the 5 (or
    whatever the number turned out to be) directors, and input into
    policy matters.  NCAB would be an on-line forum, primarily, and 
    organize itself -- electing officers, possibly including 
    a treasurer, though it might be simpler to have the New 
    Corporation keep the books for NCAB -- it will be set up to 
    handle accounts, anyway.

>This approach still does not address the missing link--accountability of board.

There is a very simple and direct way to handle the accountability
problem -- change the bylaws (or the articles of incorporation,
whichever is appropriate) to allow any council or other nominating or 
electing body to recall any director that it originally provided.


-- 
Kent Crispin, PAB Chair			"No reason to get excited",
kent@songbird.com			the thief he kindly spoke...
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http://songbird.com/kent/pgp_key.html