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Re: [ifwp] Re: Membership organization



Pete and all,

Pete Farmer wrote:

> Tony Rutkowski [mailto:amr@netmagic.com] wrote on Wednesday, September
> 02, 1998 at 2:28 PM:
> >Milton,
> >
> >>Supposed we accept the basic structure of the NSI draft but also
> >>designate ISOC as the organization through which membership is
> >>established for purposes of voting in the permanent board?
> >
> >Huh.  What's wrong with the IFWP itself?  That way, all
> >the major organizations are included.  You need something
> >that's either individually or collectively neutral and
> >representative.
>
> The IFWP describes itself as an "ad hoc coalition" that "has come
> together to sponsor a framework of coordinated international meetings"
> to discuss life after the White Paper.
> It has a temporary purpose, only the rudiments of a charter, no
> governance structure beyond a steering committee, and no definition of
> membership.  (Note: in saying this, I don't demean the good work it has
> done.)
>
> ISOC is a permanent organization with an established charter,
> governance, and membership definition.

  Yes and it is the leadership, charter and the membership definition that is
the problem withhaving the ISOC as the basis for the stakeholder membership that
is outlined in the
White Paper that is the problem with using the ISOC for that purpose.

>
>
> Using ISOC membership as the basis for voting on the permanent board is
> not a bad idea.

  Well as we have already stated and many others have as well many times,
werespectfully disagree with you on this point Pete.  All ot the internet
users are already members of the NewCo.

>
>
> Still, I think that the proposal to go to Magaziner should "punt" on
> this issue, and simply establish a timetable for determining voting
> qualificiations and an election process, rather than try to determine
> those right now.

  Most likely correct Pete.  As we have done on several other occasions,we have
offered a "Outline Plan" to accommodate this perceived need however.
(See attached text files).

>
>
> Pete
> ______________________________________________________________________
> Peter J. Farmer                    mailto:pfarmer@strategies-u.com
> Strategies Unlimited               Voice: +1 650 941 3438
> 201 San Antonio Circle, Suite 205  Fax:   +1 650 941 5120
> Mountain View, CA 94040            WWW:   http://www.strategies-u.com
>
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--
Jeffrey A. Williams
DIR. Internet Network Eng/SR. Java/CORBA Development Eng.
Information Network Eng. Group. INEG. INC.
E-Mail jwkckid1@ix.netcom.com

  As time is short and getting shorter we had thought that
some more substantive suggestions or proposals for 
consideration may be helpful for the upcoming Geneva
and Singapore Conferences so as to have a basic outline
or framework to work with and/or consider.

  These may be considered as an outline for the Articles
of Incorporation for the NewCo.
==========================================================

Responsibilities and duties of the Interim/permanent board of 
directors and committees/Councils For Internet Governance
as part of the IFWP process to create the "NewCo" which the
NTIA's White Paper mandates.

Preface:

  This is really a collection of thoughts and ideas that I have
received through our channels as to what might be considered
the responsibilities and duties of the Interim board of directors
and committees/councils and should possible carry over onto the 
permanent Board of Directors as well.

  These duties and responsibilities should be codified within
the By-laws and charters of the respective Interim/permanent 
board of directors and committees/councils. 

Proposal: (Interim/permanent Board of directors)

1.) Appointment of the formation committees/councils for general 
    and temporary committees/Councils from time to time for very 
   specialized or specific Functions.
    
    a.) Reston Conference Determined Committees/Councils.

        1.) Names Committee/Council
            a.)Structure and relationship to the new corporations 
               board.
               1.) The structure of this committee/council should
                   determined by the Permanent Board of Directors
               2.) Those serving on this committee/council should
                   be elected by the Stakeholders/Members at large.
               3.) the Permanent Board of Directors should determine
                   the scope of their responsibilities for them to
                   determine a charter by which they should be
                   governed by.
               4.) The Charter should stand review by the stakeholder/
                   members on a non-binding vote.
               5.) Any resolution or amendment can be submitted
                   by any Stakeholder/member individual or
                   by class to the Names committee/council for
                   review and consideration. All such submissions
                   must be considered of equal importance regardless
                   of the source.
               6.) Funding and detailed account report must be 
                   sent to the permanent Board of Directors CFO's
                   office for review and approval.
               7.) Any and all TLD names that are selected by
                   by this committee/council must be considered
                   final and voted upon by the Stakeholders/members
                   before entry into the Root structure.  Time
                   frames for entry and under what conditions those
                   selected TLD's should be the Committees/councils
                   determination alone.
 
                   b.)Is council chair ex-officio board member?
                      1.) Answer:  No.  The Chair should report to the
                          Permanent Board of Directors AND the Stakeholders
                          and/or Membership at large on their findings and
                          or any resolutions/findings must be approved
                          and voted upon within a given amount of time.
                          That time must be determined by the Names
                          committee/council.

   2.) Address and Protocol Committee/Council
       a.) Relationship to the new corporations board
         1.) Same relationship as with Names committee/council
             (See above)
       b.) Are council chairs ex-officio board members?
          1.) No.  Same as Names Committee/council (See above)

   3.) Domain Names and Trademarks Committee/Council
       a.) Processes for resolving controversial issues
           1.) Should set minimum guidelines and preventative provisions
               as deemed necessary and prudent.  These should not
               be far reaching.
           2.) Should allow for multiple Mediation/Arbitration
               organizations that meet these guidelines as 
               determined by this committee/council
       b.)Relationship to the new corporations board
         1.) Same relationship as with Names committee/council
             (See above)
       b.) Are council chairs ex-officio board members?
          1.) No.  Same as Names Committed/council (See above)


               OTHER GENERAL ARTICLES FOR THE BYLAWS
                    AND INCORPORATION CHARTER.
	       (Interim/permanent BOD Principals)

2.) SHould have the powers to manage budgetary and operational
    considerations and standards for the newly formed Registries
    and registrars to be formed.  We also would suggest here
    that a few additional seats should be added to the 
    Permanent board of directors.  Those being CFO, CIO, and
    COO.  The COO in particular should take from the appropriate
    committees any standards and pass them on to the appropriate
    entities to which they pertain too, but do not directly oversee
    those activities on a daily basis except where they pertain to 
    the non-profit "NewCo" itself.  The COO should also be responsible
    for the day to day operations of an master registry that is
    owned by the NewCo itself. This might be known as the ".", if
    you should so choose to consider it as such.  COO should take
    his direction on matters dealing with operations of the
    registries/registrars from the Names Committee/council.

3.) The Interim Board and the Permanent board should also be
    open to any and all input from a multiple methods (E-Mail,
    phone, and video conference) to the committees and any
    and all stakeholders/members.  This is paramount.  The
    Board Members must be answerable personally for their
    conduct at all times and answerable for any employees
    or contractors conduct as well.  "The customer" or 
    "user" comes FIRST.  This must also be true for 
    Committee members as well.  We must remember that everyone
    and every organization is a potential customer/stakeholder
    or member.

4.) The Interim board should determine when and how many
    annual organized conferences there should be every year.
    (Suggestion: 2 in the US, 2 in Europe, and 2 in Asia).
    they should strive for maximum participation and input.
    (Suggestion: E-mail, Internet video conference, and phone
     should be used to assure this maximum participation).
    They should be planned on year in advance.

5.) The Interim board of directors should solicit multiple
    funding methods.  These methods should not be limited to
    membership dues, nor charges for DN registrations, or
    IP block allocations.  They should seek donations
    form whatever sources they can find.  Tax deductible
    status should be sought on any and all donations regardless
    of type or organization form all countries involved.

6.) All communications that Board members have with any 
    individuals should be recorded when ever possible
    and posted for stakeholder information and review.
    This includes any E-Mails, private or otherwise,
    video conferences, and phone conversations.  They
    should be provided on the GIAW and IFWP web sites
    in the most expedient time frames possible and in multiple
    formats.  Text transcriptions should be a must.

7.) All Interim Board members or Permanent Board members
    should receive a salary commensurate with their responsibilities.
    they should also receive traveling expenses for all travel
    via a Corporate Credit Card and expenses on such travel
    should be made publicly available on the appropriate web sites
    for stakeholder/member review.  Salaries should be kept
    confidential.

8.) Any and all assets that are of a public nature that any 
    Interim or Permanent Board member may hold must be placed
    in a "Blind Trust" prior to accepting that Board seat
    and for the duration of their tenior.  This is to include
    (Stocks, Bonds, or private shares of ownership in any other
     company or corporation public or private).

9.) Interim Board members and Permanent Board members should not
    be required to relocate or domiciled at any one location.
    Facilities such as a PC with video confronting and IP
    phone software as well as a standard phone should be
    provided them to execute their duties.  In addition
    Palm tops or Laptops should also be provided with
    like capabilities as well as cellular capability.
    Each Interim/Permanent Board member should have a 
    published 800# for contact.
    

II.  Committee/councils Duties/Mandates/responsibilities
     (Pick your own term here)

    1.) All committees/councils should be delegated responsibilities
        by the interim board or Permanent Board of Directors
        and a charter for those committees should be than determined
        with respect to their Duties/Mandates/responsibilities and
        clearly and concisely stated in that charter.  This charter 
        for each or any Council/Committee must than be approved
        in its entirety by Stakeholer/Member Vote.

    2.) All committees/councils should have from between 5 to 7
        members respectively.

    3.) All committees/councils should determine their own staff
        and financial requirements permanent to their charter
        and suggest or recommend a budget to the Interim or
        Permanent Board of Directors for their approval and
        dispersement.  This should be their first course
        of action and have a deadline for compellation in their
        charter. ( any an all extensions must be approved
        by special stakeholder Vote and than approved by the
        interim/Permanent Board of Directors).

    4.) All committees/councils should be paid a salary
        commensurate with their responsibilities and responsibilities.
        They should set salaries for staff assistants as well which
        should be approved by the Interim/Permanent Board Of Directors.

    5.) All committees/councils should serve no longer than
        a two year term and only two consecutive terms should
        be allowed.  Some committees should have shorter terms
        based on charter requirements set by the Interim/Permanent
        board of directors. (Special Committees).

    6.) All committees/councils should submit progress reports
        in very great detail to the Interim/Permanent Board of
        directors.  THese reports should be posted for Stakeholder/
        member review and comment.

    7.) All committees/councils should have the ability to 
        appoint under specific contract any company or organization
        for technical review or operational review any
        aspects of their mandated charter on an as needed basis.
        this should be done on a cost plus 10% basis at most and
        cost recovery basis at best.  This may apply for implementation
        or standards setting purposes as well where outlined in
        the Committees/Councils charter.

    8.) All committees/councils charters should have the ability
        to mandate to the IANA and the IETF or any other existing
        Internet group to which the charter should include
        in its language for the purposes of allocation of critical
        Internet resources or Protocols use or integration
        for standards and practices purposes.  All corporations 
        should be required to comply to the findings of these 
        Committees/Councils to be able to continue as a Internet 
        member under the current Internet structure under the threat 
        of removal of their DN's or IP addresses/blocks from the current
        or any future structure.  This is the one and only
        direct power that the Committee should have.  THere
        should be a time period determined for which these
        companies or organizations have to comply.  That
        time frame should be as short as possible.

    9.) All committees/councils should should receive a salary 
        commensurate with their responsibilities.
        they should also receive traveling expenses for all travel
        via a Corporate Credit Card and expenses on such travel
        should be made publicly available on the appropriate web sites
        for stakeholder/member review.  Salaries should be kept
        confidential.

   10.) All committees/councils should not be required to 
        relocate or domiciled at any one location.
        Facilities such as a PC with video confronting and IP
        phone software as well as a standard phone should be
        provided them to execute their duties.  In addition
        Palm tops or Laptops should also be provided with
        like capabilities as well as cellular capability.
        In addition all committees/councils should be provided
        800# service for each member and/or staff assistant
        as determined by that committee/council.

  11.) All committees/councils should provide as many methods of
       input from the stakeholder/member community as possible
       directly to the individual Committee/council members.
       (E-Mail, VIdeo conferencing, and Phone).  Transcripts
        or archives of those discussions should be made 
        available on the appropriate web sites for public review.
        All phone-mails or E-mails must be responded to personally
        from committee/council members within a 24 hour period
        unless they are on vacation, or ill.  There should be
        no set working hours for Committee/Council members.
Setting up structure for Interim/Permanent Board, Stakeholder 
membership and Committee selection/elections.  (An outline)

 
  Preface:

  On of the things that needs to be done very quickly
before the Sept 30 drop dead date is to get the Interim
Board of Directors determined.  I have outlined ONE
method in which this might be achieved.

1.) Premises/requirements(membership) 

    a.) All internet Users and domain name holders are
        stakeholders.  In other words every netzin is
        a stakeholder/member by default.

        1.) There may be many classes of stakeholders
            defined.  These definitions should be
            determined by a Stakeholder/member approved
            committee/council and approved by the interim/permanent
            Board of Directors.

        2.) For the purposes of definition it is helpful as to what
            powers that a member/Stakeholder has as part of the
            new non-profit corporation.  THese powers or responsibilities
            should be defined as part of bylaws of the new non-profit
            corporation and determined by the Stakeholders/Members
            themselves.

        3.) All classes of stakeholders are equal regardless
            of affiliation or "Class" in which they may be
            defined in terms of Voting or input.

            b.) All stakeholders get one vote for the candidate
                that is running for a board or council seat.

            c.) Use the GP outline for Board members (15) for 
                Interim and permanent Board of Directors.

                1.) All Interim or permanent Board members
                    should be voted upon by the Stakeholder/Members
                    at large regardless of the seat to which the
                    proposed candidates may be running for or
                    what constituancy they may come from or
                    represent. 

            d.) Elections are done in a perscribed time frame
                (say 10 days)

            e.) Anyone can run for a board seat withing the
                constituencies/membership class in which they truly 
                represent. No other qualifications required.

            f.) Elections are done online from several web sites
                on a voluntary basis. (Exception: IFWP and GIAW
                sites must carry an election application on those
                sites.
 
            g.) all candidates must submit to the Mailing lists
                their reasons for running, their qualifications,
                and a brief statement of their positions on all
                issues they feel they have a position on.
                These candidates must submit position papers that
                must also be posted on the IFPW and GIAW web sites 
                at a minimum. Any other sites that wish to carry
                their positions can do so on a voluntary basis.

            h.) All or any stakeholder may contact them via 
                private E-mail or posting to the list any questions
                they have for those candidates  Answers will
                be posted to the appropriate E-Mail lists for
                everyone to review. (time frame 10 days to complete)

            i.) All votes will be tallied and posted on the GIAW and
                the IFWP web sites.  Any others that wish to also
                carry this info on their web sites are invited 
                to do so.  This will be achieved through the use
                of an online voting application that requires a
                singed digital certificate that must be supplied
                via the IFWP/GIAW web sites free of charge.  Any
                other public interest Web sites may also on a voluntary
                basis provide and these Singed Digital Certificates
                or provide a link to where one can be obtained
                "Free of charge" for the purposes of voting.  The
                Exact same voting application inclusive of any
                resolutions that appear on the Electronic Ballot
                must be provided completely by any volunteer web
                sites.

            j.) Limit of term is for 6 months for Interim Board
                members.

            k.) All interim/Permanent board members can also serve on 
                the permanent board but must stand re-election.

II.) VOTING MECHANISM

2.) How to accomplish Voting of Interim/permanent Board of Directors
    and committee/council members.

    a.) An application must be made available on the 
        GIAW and IFWP web sites.  All other web sites
        can carry this application if they choose to 
        to do so on a voluntary basis.  If done, they must
        provide/carry the exact same web voting application
        in its entirety.

    b.) This application will use the E-Mail address
        (One per person) and a digital signature for 
        verification (Class 1 cert should be sufficient).
        These Digital signatures must be provided free of
        charge for this purpose initially.

III.) COMMITTEE/COUNCIL ELECTION PROCESS.

Committee/council members MEANS OF DETERMINING (Initial)
  
 1.)  Premises/requirnments
     
    a.) Same requirements as for Interim/permanent Board of directors
      except points (c, j, k).

    b.) Must be elected by stakeholder/membership vote and serve in
        that capacity as interim committee/council members or
        permanent members pending election of the 
        permanent board of directors.

    c.) Interim Board of Directors must call for a
        new election of the Committee/council members 3 months
        after taking their positions.

    d.) No committee/council member can serve more than 2 consecutive
        terms of 1 yr in length.

    e.) All committees/council jointly determine the permanent
        Board of directors length of term and number
        of consecutive terms.
 
    f.) For committee/Council
        mandates for their charter, resolutions
        must take the form of multiple resolutions and voted on by
        the stakeholders/members at large in the form of 
        more than one resolution so as to provide choices
        for the Stakeholder/Members.
     

  Note to all:

  This is just a thumbnail outline of the main points for
your consideration.  I think personally that this is about
a fair and open a process that can be expected and 
accomplished before the Sept 20 deadline.  I welcome
any comments and/or modifications.  But please bare
in mind that we must act very quickly as time is very
short.

Thank you for your time.  >;)
       

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