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

Seun Ojedeji seun.ojedeji at gmail.com
Thu Jul 28 18:18:27 UTC 2022


Hi Vanda,

On matters like this "good practice or good governance" as you put it is
really relative in this context.  I liken ICANN Board to that of other RIR
and most of the RIR CEO (or it's equivalent) seat on their board with
voting rights....and they seem to function well thus far.

Just to be clear am indifferent on whether the CEO has a voting right or
not as I don't believe it's harmful in any way. Hypothetically, if the CEO
has no vote and if a resolution goes a different route than he expects,
it's normal for the CEO to be disappointed (or embarrassed as you put it)
and it's same with how any other Board member should feel if such happens
as well.

Finally if something is broken I suggest it may be good to look elsewhere
other than the CEO vote otherwise what happened to the slogan "if it's not
broken don't fix it"

Regards

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

On Thu, 28 Jul 2022, 13:51 Vanda Scartezini via At-Large, <
at-large at atlarge-lists.icann.org> wrote:

> Hi all, I am in several not for profit boards and In none of them the CEO
> is a vote member. The CEO participate ex oficio – but not vote, as Karl
> said, some times the CEO can be put in an embarrassing situation which is
> not a good governance at all. See no reason to change this even in the
> contract. I do not believe Goran will be against it.
>
> This is just good governance  ( good practice)
>
> *From: *At-Large <at-large-bounces at atlarge-lists.icann.org> on behalf of
> Alan Greenberg via At-Large <at-large at atlarge-lists.icann.org>
> *Date: *Wednesday, 27 July 2022 15:07
> *To: *Roberto Gaetano <roberto_gaetano at hotmail.com>, Karl Auerbach <
> karl at cavebear.com>
> *Cc: *At Large <at-large at atlarge-lists.icann.org>
> *Subject: *Re: [At-Large] Voting seat for CEO Was: Re: ICANN75: Mandatory
> Funded Traveler Registration for Roberto Gaetano
>
> Roberto, the excuse of it being in the CEO contract is twaddle! If that
> was accepted by Board members, it is shameful. If the change is warranted
> (and good) - as I believe it was and is, even if the contract was
> inviolate, the Bylaws could be written with a transition clause saying it
> applied to future CEOs.
>
> Alan
>
> At 2022-07-27 05:41 AM, Roberto Gaetano via At-Large 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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