[At-Large] Voting seat for CEO Was: Re: ICANN75: Mandatory Funded Traveler Registration for Roberto Gaetano

Thu Jul 28 11:54:13 UTC 2022

Hello Karl,

I hear you but the last I checked ICANN Board membership is filled by the
community in part and indirectly filled by the community(through nomcom)
for the rest of the board members. It therefore seem that ICANN profile
fits that of an organisation whose CEO should be a voting member.

I really don't think the CEO power is derived from that single vote; if the
CEO is already acting powerful and beyond control of the Board, that single
vote won't be the breaker IMO the power must have been wielded elsewhere
and perhaps with support of the Board majority

Regards
Sent from my mobile
Kindly excuse brevity and typos
Every word has consequences.
Every silence does too!

On Wed, 27 Jul 2022, 20:42 Karl Auerbach, <karl at cavebear.com> wrote:

> I agree with you that the voice of the President of a corporation is often
> a voice that ought to be heard and considered by the board of directors.
>
> However, a President that is allowed to sit at, hear, and contribute to
> meetings of the board is not not the same as a President who can do those
> things *and* vote.
>
> Many, but not all, corporations do find it useful to allow a President/CEO
> to be a voting board member.
>
> ICANN, however, has long had an imbalance with a weak board facing a
> powerful executive staff.
>
> In such a situation a staff vote, i.e. the President's vote, on the board,
> merely increases that imbalance by weakening the chosen board and
> strengthening the executive staff.
>
> Were ICANN to have a stronger board - a likely result were the board
> picked by the public through direct elective processes - then perhaps the
> President could have a vote.  But given the present institutional board
> selection process it is unwise to increase the staff/executive dominance.
>
>         --karl--
>
>
> On 7/27/22 11:19 AM, Seun Ojedeji wrote:
>
> Hello Roberto,
>
> Just as you've noted instances where the CEO may be embarrassed if an
> issue he voted went a different direction, there are instances that I
> believe the CEO will be glad he contributed his voice through voting.
>
> The CEO's vote is just 1 out of the other votes to be cast hence if his
> vote made a difference then you know it's a really contentious matter. In
> an organisation as ICANN it's not good practice to put the face of the
> organisation (i.e the CEO in an observer role - non voting).
>
> That said, most reasonable CEOs don't actively use their voting right
> towards a direction, they largely abstain but I think the CEO should have
> the opportunity to exercise his opinion through voting when he considers it
> necessary.
>
> Regards
>
> Sent from my mobile
> Kindly excuse brevity and typos
> Every word has consequences.
> Every silence does too!
>
> On Wed, 27 Jul 2022, 10:42 Roberto Gaetano via At-Large, <
> at-large at atlarge-lists.icann.org> wrote:
>
>> Karl,
>>
>> Following on your “off-topic” (I changed the subject line) I wold like to
>> add a bit of history.
>>
>> You wrote:
>>
>> A lot of our BWG proposals are still quite relevant, for instance, not
>> putting the President/CEO into a seat on the board of directors ….
>>
>>
>> When I was chairing the Board Review WG, I argued against having the CEO
>> as a voting member rather than ex-officio observer. Besides any governance
>> model, having to vote on issues that he would have been called to
>> execute could put the CEO in an embarrassing position: what if he voted
>> against, and the motion passed? This was, IMHO, not just a theoretical
>> exercise, but something that could really happen on politically sensitive
>> issues, like the .xxx delegation (in that case, Paul abstained, and the
>> application was rejected by one or two votes).
>>
>> My approach was considered, but the Chair argued that for the current CEO
>> the provision was built in the contract, and could not be changed, but this
>> would have been taken into account for the next CEO. Then I left the Board,
>> and lost track of the later events, but it looks that the situation still
>> remains unchanged.
>>
>> Cheers,
>> Roberto
>>
>>
>>
>>
>> On 26.07.2022, at 21:39, Karl Auerbach via At-Large <
>> at-large at atlarge-lists.icann.org> wrote:
>>
>> I'm going to be somewhat diverging from the main topic....
>> On 7/26/22 8:14 AM, Marita Moll wrote:
>>
>> And so it is with ICANN. It exists -- a unique multistakeholder
>> governance system. Lots of things wrong with it. But it exists. So, for
>> those who want to, they can keep working at it, keep looking for
>> improvement, keep challenging the system.
>>
>> I've long been in opposition to the "stakeholder" model of governance.  I
>> was horrified when I first saw it just after Jon Postel died, and became
>> more horrified watching Joe Sims of Jones Day ramming it down our
>> collective throats.  In the Boston Working Group proposal for "NewCo" we
>> tried to mitigate some of the worst aspects.
>>
>> See https://cavebear.com/archive/bwg/ for the Boston Working Group
>> proposals.
>>
>> A lot of our BWG proposals are still quite relevant, for instance, not
>> putting the President/CEO into a seat on the board of directors and moving
>> some ICANN powers into the Articles of Incorporation and requiring exercise
>> of those powers to be approved by more than merely the board (in those days
>> that larger body could have been "the members" but ICANN sank that ship
>> long ago - but it can be, and ought to be, re-floated.)
>>
>> My most recent piece in opposition to stakeholder based systems may be
>> found here:
>>
>> Democracy Versus Stakeholderism -
>> https://www.cavebear.com/cavebear-blog/stakeholder_sock_puppet/
>>
>>             --karl--
>>
>>
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