[lir-wg] ICANN Reform

Lyman,
some comments to a selection of your comments;

--On 7. oktober 2002 15:56 -0400 Lyman Chapin <lyman at acm.org> wrote:

> At 9:07 PM +0200 10/6/02, Hans Petter Holen wrote:
>> Reading trough another important document the proposed bylaws I have the
>> following comments:
>> http://www.icann.org/committees/evol-reform/proposed-bylaws-02oct02.htm
>>
>>> Article I  Mission & Core values
>> I note that policy development trough Openness and Transparency are not
>> part of the mission or core values.
>
> Hans Petter,
>
> Surely that's what this core value statement (from the list in section 2)
> says:
>
> "7. Employing open and transparent policy development mechanisms that (i)
> promote well-informed decisions based on expert advice, and (ii) ensure
> that those entities most affected can assist in the policy development
> process."

You are right, I can only appologise for not catching that. Maybe there is 
just to many core values to catch my eye. ((We recently did a management 
training camp in my company, and the trainer riped appart our mission and 
core values statement and we rebuild from scratch a handful of core values 
forming an easy to remember acronym. with one liners to follow. While this 
is much more form than content, it may be something to think trough: how to 
make a T-shirt with ICANNs mission and Core values.))

>> Article XIX should in my view also require an open process for changes
>> and amendments, this process should explicitly include some endorsment
>> from thesupporting organisations.
>>
>> The rationale behind this is that in a normal corporation or organisation
>> changing the bylaws is not within the powers of the board but rather a
>> task for the general assembly. Thus should be with ICANN aswell.
>
> This may reflect a difference between what is "normal" in different
> countries.

My point excactly, and perhaps some more influence of European non profit 
organisations would really be the way to look rather than US corporate law.

What we are building is a coop like rather than a for profit multi-national.

>In a normal corporation or organization in the U.S., changing
> the bylaws is definitely within the powers of the board.

In the University Symphony Orcestra, Canoe Club, Folk Dance society etc etc 
it would be unheard to have the board have powers like this.

Emotionaly I would use as strong words as un-democratic and top-down on 
creations like this.

> For a public company, the shareholders (the general assembly?) can force 
or prevent
> bylaw changes by removing or seating individual directors, but they have
> no specific power of review. However, as this issue hadn't occurred to me
> before you raised it, I'd be interested to hear other viewpoints on how
> the Board's power to amend the bylaws should be specified.

Not so in Norway:
Lov om allmennaksjeselskaper (allmennaksjeloven).
http://www.lovdata.no/all/nl-19970613-045.html

 5-18. Vedtektsendring

       (1) Beslutning om å endre vedtektene treffes av generalforsamlingen, 
hvis ikke noe annet er fastsatt i lov. Beslutningen krever tilslutning fra 
minst to tredeler så vel av de avgitte stemmer som av den aksjekapital som 
er representert på generalforsamlingen.

(Desicion to change the bylaws are made by the general assembly unless 
otherwise stated by law. Changes requres at least 2/3rds of the votes from 
the share holder capital represented at the meeting.)

       (2) Beslutning om vedtektsendring som forringer en hel aksjeklasses 
rett, må tiltres av eiere av to tredeler av den representerte kapital i 
denne klassen. Dessuten må minst halvdelen av stemmene fra de aksjeeiere 
som ikke eier aksjer i noen annen klasse, være avgitt for forslaget.

       (3) I vedtektene kan det fastsettes strengere flertallskrav enn det 
som følger av paragrafen her.

So under Norwegian law ICANN as a public shareholder company would have to 
change this.


>> Artilce II Transparency
>> some of the details on how to opreate a website hardly belongs in the
>> bylaws but rather in some operating procedures.
>
> True; we may have gone a bit too far in this Article, as ICANN has
> frequently been criticized on "transparency" grounds.

:-)



>> As a matter of principle I personnaly do not think it is a good idea to
>> have the CEO of a company or a corporation be a voting member of the
>> board. The CEO should report to the board and be sresponsible for
>> carrying out the desicions of the board and thus not be part of the
>> desicion makers themselves. This is however not a change to the current
>> structure, and may just as well be a cultural thing.
>
> I realize that this is done differently in different countries. In the
> U.S., every board I have been on has included the CEO as a voting member.

The storry I hear from my collegues who keep an eye on the US corporate 
life tells me that some of the most recent "incidents" in the US have made 
people think that maybe this is not such a good idea after all. Maybe the 
CEO should indeed report to somebody who can oversee and ask nasty 
questions from time to time.

> However, it is not necessary (to put it mildly) for ICANN to always
> follow the U.S. model, so if anyone else feels that this is something
> that we should change, please let me know.

I am also eager to hear if it is just me who feels this way.

-hph