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Thanks Kaili,<br><br>
I would suggest that details at that level do not belong in the Bylaws.
If the ALAC chooses to follow this path, it is part of our own processes.
However, I would caution that this is a decision that should be made on a
case by case basis. The ALAC gives formal advice to the Board relatively
infrequesntly. In most cases, such decisions are unanimous. If it was
not, it would likely be a very small minority that would oppose (again,
using past history). The ALAC would need to carefully decide if it wanted
to offset its "advice" with an opposing view. I'm not saying it
is not appropriate, just that if we do it, it should be a conscious
decision.<br><br>
On 2/3, in most cases, a vote requiring 2/3 (referred to as a
supermajority) is 2/3 of those directors present at the time (and subject
to a quorum being there). In some cases, such as approval of Bylaw
changes, what is required is the affirmative 2/3 vote of all
directors.<br><br>
Alan<br><br>
<br>
At 10/11/2015 03:22 AM, Kan Kaili wrote:<br>
<blockquote type=cite class=cite cite=""><font size=2>Hi, Alan,<br>
</font> <br>
<font size=2>Thank you for collecting comments from our ALAC
members.<br>
</font> <br>
<font size=2>Regarding the statement "</font>The need that each and
every Advisory Committee should preserve its own autonomy in its
definition of consensus<font size=2>" and
"</font><font face="Calibri" size=4><b><i><u>each Advisory Committee
has the right to determine its particular definition of
consensus</u></i></b></font><font size=2>", considering:<br>
</font> <br>
<font size=2>-- the final decision's responsibility and power rests at
the Board;<br>
</font> <br>
<font size=2>-- ACs are to provide "advices" instead of
instructions nor guidance to the Board;<br>
<br>
-- under various definitions of "consensus", the ACs's advices
may not be unanimous, implying there may be opinions against such advices
which may provide value and may represent opionions of substantial
stakeholders, as well as may provide insight to the Board in the
future;<br>
</font> <br>
<font size=2>-- in order to provide richer advices to the Board for
consideration and decision making,<br>
</font> <br>
<font size=2>I suggest to make the follwing modification:<br>
</font> <br>
<font size=2>"... each Advisory Committee has the right to determine
its particular definition of consensus. <b>In the case an advice is
not made unanimously by the Advisory Committee, opinions against the
advice have the right to state such opinions attached to the
advice.</b>"<br>
</font> <br>
<font size=2>Another comment is more of a question and more technical,
which maybe because I am new:<br>
</font> <br>
<font size=2>The Board has 16 voting members, which means
"</font><font face="Calibri" size=4><b><i><u>a vote of more than
two-thirds (2/3) of the Board</u></i></b></font><font size=2>" is
normally 11 votes or more. However, after reading thru the Bylaws,
I did not find how this 2/3 is calculated. That is, the counting of
votes are those physically present at a meeting at the time of voting, or
can be casted remotely or by proxy? Also, in case one or more Board
members casted an "absentee" vote, the 2/3 majority is
calculated according to the total members who casted their votes, or is
according to only those who casted a for/against vote, thus discounting
absentee votes? (There are more cases which may further complicate
the outcome of calculation.)<br>
</font> <br>
<font size=2>Such technical details may well have been addressed
somewhere already. In such a likely case, please kindly discard my
above question/comment. However, my thoughts are, at such a
critical time of ICANN's future, we cannot afford to overlook these
details.<br>
</font> <br>
<font size=2>Thank you.<br>
</font> <br>
<font size=2>Best regards,<br>
Kaili<br>
</font> <br>
<br>
<dl>
<dd>----- Original Message ----- <br>
<dd>From:</b> <a href="mailto:alan.greenberg@mcgill.ca">Alan
Greenberg</a> <br>
<dd>To:</b> <a href="mailto:alac@atlarge-lists.icann.org">alac</a> <br>
<dd>Sent:</b> Tuesday, November 10, 2015 2:07 AM<br>
<dd>Subject:</b> [ALAC] Fwd: [CCWG-ACCT] Stress Test 18: bylaw amendment
suggestion<br><br>
<dd>This is a new proposal by Brazil to replace the current Bylaw change
to address Stress Test 18. It re-instates the requirement that the Board
reject GAC advice by a supermajority, one of the ATRT outcomes that was
proposed several months ago. At that time, there was significant push
back that increasing the rejection threshhold increased the power of the
Board. Although possible technically correct, in my mind, it would
not make a difference, because rejection of GAC advice, in the relatively
rare times it has happened, has been nearly or completely
unanimous.<br><br>
<dd>This is now accompanied by a much stronger requirement to consider
the advice of all ACs including the ALAC.<br><br>
<dd>This may well be a way to bypass the GAC's rejection of the ST18
outcomes and at first glance, I would support it.<br><br>
<dd>Comments?<br><br>
<dd>Alan<br><br>
<br>
<blockquote type=cite class=cite cite="">
<dd>To: "accountability-cross-community@icann.org"<br>
<dd><x-tab> </x-tab>
<accountability-cross-community@icann.org><br>
<dd>Date: Mon, 9 Nov 2015 14:28:46 +0000<br>
<dd>Subject: [CCWG-ACCT] Stress Test 18: bylaw amendment
suggestion<br><br>
<dd>Dear CCWG colleagues, <br><br>
<dd><font face="Calibri" size=2>As you are aware, in Dublin the GAC has
provided a consensus input with regards to the bylaw amendments derived
from ST18. The GAC input was the following:<br><br>
</font>
<dd>"The discussions on Stress Test 18 have helped the GAC to have a
better understanding of the different views on the issue. In assessing
the different rationales presented so far related to Stress Test 18, the
GAC considered: </i>
<dd>The need that each and every Advisory Committee ensures that the
advice provided is clear and reflects the consensus view of the
Committee;
<dd>The need that each and every Advisory Committee should preserve its
own autonomy in its definition of consensus;
<dd>The value the Board attributes to receiving consensus advice;
<dd>The recommendation of the BGRI WG, as reiterated by the ATRT2, to set
the threshold for the ICANN Board to reject GAC advice to a 2/3 majority
voting, consistent with the threshold established for rejection of ccNSO
and GNSO PDP recommendations.</i> <br>
<dd>In view of the above, having considered concerns expressed by various
parties, the GAC agreed to further work on the issue of Stress Test 18,
and to submit any further input to the CCWG taking into account the
timelines of the CCWG. GAC Members will continue to work within the CCWG
to finalise the proposal for enhancing ICANN accountability.</i>"
<br>
<font face="Calibri" size=2><br>
</font>
<dd>With the aim of addressing the input given by the GAC in its ICANN 54
communiqué and the original concerns expressed by the ST18 proponents, I
present for your consideration the following alternative amendments
(underlined</u></b>) in ICANN bylaws. <br>
<dd><font face="Calibri" size=2> </font> <br>
<dd><font face="Calibri" size=4>ARTICLE XI: ADVISORY COMMITTEES<br>
<dd>Section 1. GENERAL<br>
</b>
<dd>“The Board may create one or more Advisory Committees in addition to
those set forth in this Article. Advisory Committee membership may
consist of Directors only, Directors and non-directors, or non-directors
only, and may also include non-voting or alternate members. Advisory
Committees shall have no legal authority to act for ICANN, but shall
report their findings and recommendations to the Board.<br>
<dd>Where the ICANN Board is obliged to pay due deference to advice from
Advisory Committees and where that advice, if not followed, requires
finding mutually agreed solutions for implementation of that advice, the
Advisory Committee will make every effort to ensure that the advice
provided is clear and reflects the consensus view of the committee. In
this context, each Advisory Committee has the right to determine its
particular definition of consensus.</b>” <br>
</u>
<dd> <br>
<dd>ARTICLE XI: ADVISORY COMMITTEES<br>
<dd>Section 2. SPECIFIC ADVISORY COMMITTEES<br>
<dd>Item 1.j<br>
</b>
<dd>“The advice of the Governmental Advisory Committee on public policy
matters shall be duly taken into account, both in the formulation and
adoption of policies. In the event that the ICANN Board determines to
take an action that is not consistent with the Governmental Advisory
Committee advice, it shall so inform the Committee and state the reasons
why it decided not to follow that advice. Any GAC Advice approved by a
GAC consensus may only be rejected by a vote of more than two-thirds
(2/3) of the Board.</u></b> The Governmental Advisory Committee and the
ICANN Board will then try, in good faith and in a timely and efficient
manner, to find a mutually acceptable solution.”<br>
<br>
</i></font>
<dd>Kind regards,<br>
<font face="Calibri" size=2><br>
<dd>Pedro Ivo Ferraz da Silva<br>
<dd>Divisão da Sociedade da Informação<br>
<dd>Ministério das Relações Exteriores<br>
<dd>T: +55 61 2030-6609<br>
</font><font face="Calibri" size=4><br>
</i></font>
<dd>_______________________________________________<br>
<dd>Accountability-Cross-Community mailing list<br>
<dd>Accountability-Cross-Community@icann.org<br>
<dd>
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https://mm.icann.org/mailman/listinfo/accountability-cross-community</a>
</blockquote><br>
<hr>
<dd>_______________________________________________<br>
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<dd>
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<dd>At-Large Online:
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http://www.atlarge.icann.org</a><br>
<dd>ALAC Working Wiki:
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https://community.icann.org/display/atlarge/At-Large+Advisory+Committee+(ALAC</a>
)<br>
</dl></blockquote></body>
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