[lir-wg] ICANN Reform

>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.))

Hans Petter,

Yes, but who would be brave enough to wear such a T-shirt?  :-)

>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.

This is a good point; one could argue that too many of ICANN's 
structures and processes have been developed by analogy to U.S. 
corporate models, and that we should look to other examples.

>>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.

Maybe the right way to do this is to say that the Board has the power 
to change the bylaws and articles of incorporation (as a legal matter 
of incorporation, which is currently in California), but that such a 
change must be treated as a policy matter like any other, requiring 
review and public comment from the community. In fact, that's what 
we're doing with the proposed bylaw changes now - the process of 
public discussion and comment has been going on since last February. 
What the Board votes on in Shanghai will be very different, as a 
result of this period of public review and debate, than if the Board 
(or the ERC) just sat down and decided, by themselves, what the new 
bylaws should be.

>>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.

OK, that was too easy...sometimes its a real handicap to be "from the U.S."

The ICANN CEO definitely reports to and is subordinate to the Board. 
It's not the same as complete separation, but because the CEO is a 
voting member of the Board *ex officio*, he or she wears two hats 
that are in practice distinguishable - the CEO hat, and the Board 
member hat. But I agree that we should consider other models for how 
the CEO and the Board should be related.

- Lyman