[ALAC] CONSENSUS CALL: My comments on Draft Bylaws

[Seun Ojedeji]

Sent from my LG G4
Kindly excuse brevity and typos
On 19 May 2016 18:13, "Alan Greenberg" <alan.greenberg at mcgill.ca> wrote:
>
> At 19/05/2016 12:23 PM, Seun Ojedeji wrote:
>
>> As proposed in the CCWG proposal, the Chair's of SO/AC would represent
the EC.
>
>
> Or it could be someone else if the AC/SO chose.
>

SO: Yes that's right.

>
>>  In the case of AtLarge that will be the ALAC Chair. At the moment
noting prevents an ALAC Chair from being nominated as a board member just
that he/she will need to resign his/her Chair position if he happens to
make it to the board. In that case, there will be no room for concurrent
occupant of the EC and of the board(either liaison or voting).
>
>
> He/she would clearly have to resign the EC position immediately.
>
SO: Hmm... By immediately, do you mean after occupying the board seat? Or
Prior to nomination? If the latter then it may not be inline with what I
understand to be the intent your write-up

>
Whether would have to resign the Chair position prior to actually being
seated is an interesting question.
>
SO: Well I think there is some logic and time factor here; in the case of
AtLarge elected board member, once the AtLarge(ALAC) completes her
selection process, I would expect that such person would resign his/her
ALAC/AtLarge position (either chair or not) and same should be the case if
it was a nomcom position seat as well. Now I am focusing on AtLarge here as
I believe each SO/AC should have independence in setting their process and
we should not restrict them at the bylaw level expect ensuring that one
person does not occupy EC and Board simultaneously.

>

Since the Board tend to allow incoming Directors to be observers,
resignation would probably be required immediate, but perhaps there would
be reasons to stay temporarily as Chair and NOT be an observer on the Board.
>

SO: Yeah resignation is required as per section 5.4.2 of the current bylaw,
i think its an ideal thing to do and i don't see any possible reason why
someone elected/selected to be on the board would want to still maintain
previous positions in anyway. There will always be people to fill such a
seat (ofcourse may not be as good as the out-gone but Rome is not built in
a day)

>
>
>> My question then would be to know if we currently identified conflict of
interest(and such disallow) in our current board member
selection/nomination process where a sitting Chair cannot be nominated? If
that exist then I will have to differ on my previous stand and agree with
Tijani.
>
>
> There are NO general restrictions about who can apply for a Board
position other than they cannot currently be on the NomCom. An AC/SO might
have local rules. There are none for the ALAC that relate to this, other
than Board applicants cannot sit on the two selection committees we have.
>

SO: Yeah thats my thought as well. So it means my initial support still
stand.

> Such a rule has never been suggested that I am aware of. And given the
example with several sitting (non-At-Large) Board members, I would not want
such a rule.
>

SO: There are some merits/demerits of having such rule and we can always
discuss that latter, but if we must then it would be at AtLarge level as we
don't have to lockin(restrict) the bylaw that much.

Regards

> Alan
>
>>  Otherwise I think the fix should be at our board selection process
instead; by requiring that sitting Chair cannot be nominated for board
talkless of being elected.
>>
>> Regards
>>
>> Sent from my LG G4
>> Kindly excuse brevity and typos
>> On 19 May 2016 16:56, "Tijani BEN JEMAA" < tijani.benjemaa at fmai.org.tn>
wrote:
>> Alan,
>> I support your comment on
>> Section 4.6(e)(v) but not 7.4(d) because I don’t find it a problem to
restrict to someone who is serving on the EC administration to be
simultaneously on the board or to be candidate to such position. I even
find it a kind of avoiding the concentration of power in the hands of a
single person.
>>
>> So please record my full support to your comments on section 4.6(e)(v)
and my opposition to those about section 7.4(d).
>>
>>
-----------------------------------------------------------------------------
>> Tijani BEN JEMAA
>> Executive Director
>> Mediterranean Federation of Internet Associations (FMAI)
>> Phone: +216 98 330 114
>>           +216 52 385 114
>>
-----------------------------------------------------------------------------
>>
>>
>>
>>> Le 19 mai 2016 Ã  14:56, Alan Greenberg <alan.greenberg at mcgill.ca > a
écrit :
>>> Most of the comments I made (sent to the CCWG list and IANA-Issues
lists) have either been completely integrated into the CCWG comments or are
not particularly important. There are two that I feel still have merit. I
have reviewed them with the ALT, and I have their full support (including
Cheryl and Leon who have been very involved in the current draft Bylaws as
well as the more recent comments of the CCWG itself on the draft Bylaws. I
am not making these comments without considerable thought. IN BOTH CASES,
IF THE CURRENT DRAFT BYLAWS ARE IMPLEMENTED, I BELIEVE THAT ICANN WILL BE
FOLLOWING A PATH THAT WILL NEGATIVELY IMPACT ALL OF US.
>>> I will be submitting these comments to the Public Comment on my own
behalf, but I would like to be able to say that they are supported by the
ALAC prior to the close of the comment oat 23:59 on Saturday. I would
appreciate explicit statements of support, but in the absence of
significant opposition, I will say that the comments are those of the ALAC.
>>> Alan
>>> PS I will not be submitting the comment until later today. If you
notice any typos, please let me know ASAP.
>>> =============================
>>> Background:
>>> The Affirmation of Commitment (AoC) Reviews are now being integrated
into the Bylaws. The AoC called for the reviews to be held every three
years, but was unclear as to when the three years was measured from. The
three years has been interpreted flexibly to allow more time between some
reviews and the Board has deferred some reviews due to community overload
(with the agreement of the NTIA, the AoC co-signer). The CCWG required the
new reviews to be carried out no less frequently than every five years,
measured from the start of one review until the start of the next one. It
was recently realized that the last WHOIS review started in October 2010,
so when the new Bylaws are adopted, we will already be several months past
the October 2015 date for the next one to start and will need to initiate
the next one immediately.
>>> Since the required review is an Registration Directory Services Review,
renamed from WHOIS Review, we would technically NOT be in default, since
there never has been an "RDS Review". But it is assumed that this
distinction will not affect ICANN's actions.
>>> Section 4.6(e)(v)
>>> During the CCWG discussions on the interval between the reviews, the
issue of ICANN immediately being in default on the WHOIS/RDS review was
never raised. Moreover, since those discussions were held, the GNSO new RDS
PDPWG has been convened and is well underway. It is reasonably clear that
the people in the volunteer community who would likely participate in an
RDS review significantly overlap with those who are heavily involved in the
RDS PDP. To schedule an RDS Review soon after the Bylaws are enacted would
be serious error and will only serve to slow the work of the PDP - a PDP
that even now may go on for quite some time.
>>>
>>> It is clear that there is work that needs to be done that would fall
under the auspices of a full blown PDP. We need a good picture of how the
various current WHOIS/RDS efforts mesh together. We need to assess how the
recommendations of the first WHOIS review are being implemented and their
impact, as well as other WHOIS/RDS related activities unrelated to that
last AoC review.
>>> But these efforts, as important as they are, do not need to be done by
a full-blown AoC-like review. Most of the work can be done by staff. To the
extent that "staff cannot be trusted" (something that I question, but will
address), I am others in the community will gladly act as a sounding block
and review their work. [For the record, I was the person on the ATRT2 who
did the full analysis of the WHOIS RT Recommendation implementation, so I
have some idea of what I am talking about.]
>>> The current Bylaws for the organizational reviews all have explicit
time limits in them, but also have the words "if feasible". That was true
even when the organization review interval was (foolishly) three years
instead of the five years it was quickly changed to. "If feasible" allowed
the Board to save an immense amount of wasted community expense and ICANN
dollars. We need some wriggle room in the current case as well.
>>> I strongly suggest that the draft Bylaws be revised to allow additional
flexibility to defer the RDS review until there is a real RDS to review,
and would even suggest that once implemented, they soon after be amended to
add the missing "if feasible".
>>>
>>> =============================
>>> Background:
>>> The CCWG Proposal requires the Empowered Community (EC) to take a
variety of actions but was not specific on exactly how this would happen or
what people would take responsibility for ensuring that the actions are
carried out. As a result this had to be addressed during Bylaw drafting.
The concept of the EC Administration was created, embodied by the Chairs
(or other delegates) of the AC/SOs participating in the EC.
>>> Along with the creation (or perhaps identification, since there was
always a need for such a body/group) of the EC Administration, a section
was added to the draft Bylaws placing restrictions on the people involved
in the EC Administration.
>>>
>>> Section 7.4(d)
>>> "No person who serves on the EC Administration while serving in that
capacity shall be considered for nomination or designated to the Board, nor
serve simultaneously on the EC Administration and as a Director or Liaison
to the Board."
>>> Lawyers Comments (in reply to my early raising of this issue):
>>> On March 31, 2016, counsel posed the following question to the Bylaws
Coordination Group and received confirmation that the disqualification in
Section 7.4(d) be included in the Bylaws: "Confirm that chairs of the
Decisional Participants and persons designated by the Decisional
Participants to serve on the EC Chairs Council cannot be nominated or serve
on the ICANN Board. Such a provision would be consistent with other
provisions in the current Byl
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