[EURO-Discuss] ALAC Draft Accountability Framework and Conflicts of Interest Policy

Wendy Seltzer wendy at seltzer.com
Mon Mar 31 15:02:38 EDT 2008

Nick Ashton-Hart wrote:
> Dear Community members:
> The ALAC decided at their last meeting to request the staff to draft up a comprehensive Accountability Framework, which the ALAC Executive Committee was to review and amend at its meeting this month. The Chair proposed to the ExComm that at the same time a Conflicts of Interest Policy should be prepared as this was a natural accompaniment to the Accountability Framework.
> he ExComm has reviewed these two texts, and the ALAC is now to review the draft from 1 April until 11th April - comments from the wider At-Large community are of course welcomed.
> Any comments received are then to be incorporated and the resulting text will be on the agenda for adoption at the next ALAC Teleconference, in May.
> The URL for the text is as follows. In order to save bandwidth for those who do not have broadband, the text has not been attached to this message: https://st.icann.org/data/workspaces/alac/attachments/8_april_2008:20080331184709-0-23852/files/AL-ALAC-EXC-0308-1-2.Rev1%20Draft%20Accountability%20Framework%20-%20EN.doc

For those whose time is more valuable than a couple extra KB of
download, I repeat my request that texts be INCLUDED as below:

ORIGINAL:  English
DATE:  27th March 2008


Introductory Note by the Staff

This document is the Accountability Framework for Members of the
At-Large Advisory Committee. It is in draft form.

The At-Large Advisory Committee resolved that the At-Large staff should
prepare this document during its 11th March 2008 teleconference. It is
to be reviewed by the Executive Committee of the ALAC at their 26th
March 2008 teleconference, and then presented for the review and
comments of the whole ALAC startiing on 31st March 2008. Comments will
be taken up to 11th April 2008, at which point the ICANN Staff will
provide a revised version incorporating comments received to the ALAC
for discussion and a vote during their April monthly teleconference.

Note on Translations

The original version of this document is the English text, which will
upon publication be available at http://alac.icann.org/correspondence/.
The process of gaining agreement on the contents of the original text
was conducted in English. Where a difference of interpretation exists or
is perceived to exist between a non-English edition of this document and
the original text, the original shall prevail.

[End of Introduction]
At-Large Advisory Committee Accountability Framework for Members

This document is substantially a compilation of requirements of ALAC
members that are to be found in several places.  It is produced partly
to ensure there is transparency in the obligations which Members of the
ALAC have to each other and to the At-Large Community, but also as an
exercise to ensure that obligations are kept up-to-date and provide a
foundation for RALOs to use in developing Accountability Frameworks for
their officers and members as they think relevant and helpful.
In the text below, the source from which the requirement is drawn is
noted as follows:
ALAC Self-Review (ASR) – The then-Interim ALAC adopted a Self-Review of
its work in November 2006.
ALAC Rules of Procedure (RoP) – Formal Rules of Procedure were adopted
by the ALAC in October 2007. Following the indicator is the number of
the Rule in question.
Chair’s Statements (CS) – These obligations were announced by the Chair
of the ALAC during meetings, and not objected to by Members, during
Meetings of the ALAC
New Proposals (NP) – These are new accountability elements proposed as a
part of the drafting of this document.
Bold Text – proposed new text which connects previously separate
elements, or which provides enforcement or other provisions
Strikethrough – text in the original source that is to be deleted.

Requirements of All ALAC Members

1.(ASR) (RoP 21.1) Committee Members are expected to Actively
Participate in all aspects of the committee’s work by:
a.(ASR) (RoP 21.3) Reading and commenting in [the ALAC] online forums;
b.(ASR) (RoP 21.4, 21.9) Following the ALS Certification process and
voting in all ALS votes (abstentions count as a vote for this obligation)
c.Meeting Participation (Telephonic)
i.(ASR) (RoP 21.9) Participating in at least 2/3 of ALAC conference
calls in any six month period
ii.(RoP 21.5) Participating in ALAC Conference Calls
d.Meeeting Participation (Face-to-Face)
i.(ASR) (RoP 21.9) Attending at least one physical ALAC meeting in any 9
month period
ii.(RoP 21.6) Attending physical ALAC meetings at ICANN Meetings;
e.(RoP 21.7) Providing feedback on any ICANN vs At-Large Community
matters/issues whenever asked to / needed;
f.(ASR) (RoP 21.8) Serving as a liaison to the public
g.(RoP 21.9) Completing at least one feedback survey on At-Large
Community issues/matters in any 6-month period.
2.(ASR) (RoP 21.10) For ordinary ALAC members, in case of failure to
meet the requirements obligations provided in this Accountability
Framework, the Chair will:
a.(NP) privately notify the Member that they are not living up to their
obligations, and inform them that they need to do so within thirty (30)
days or further action will be taken;
b. If after thirty days, the Member remains in breach of his or her
obligations, the Chair shall privately encourage the member to resign.
c.If this does not happen by 14 (fourteen) days from that communication,
the Chair will formally notify the entity responsible for appointing the
member, and a message MAY be copied to the public ALAC At-Large
worldwide list, and ask that the appointment is be immediately reconsidered.
3.(NP) Members shall send thir apologies in advance to the relevant list
when unable to attend any meeting, telephonic or otherwise, where they
would be expected to attend, excepting unusual and rare circumstances
which prevent them doing so.
4.(NP) Members are expected to attend not less than ¾ of all
teleconference meetings of their RALO in any six-month period.
5.(CS) Members shall participate as an ALAC Issue Coordinator in at
least one Policy Working Group, and as a member in at least one Internal
/ Administrative Working Group.
a.(NP) “Participation” with respect to these commitments shall mean:
i.(NP) Regular attendance at the meetings of the working groups of which
they are a member – defined as not less than 2/3 of the meetings of
working groups in any six-month period;
ii.(NP) Routinely contributing substantively to Working Groups, which
shall include reading relevant documents and contributing substantively
to any drafting efforts that are required to fulfil the mandate of the
working group;
iii.(NP) When unable to participate in a meeting, providing apologies in
iv.(NP) Where a working group requires membership from each RALO,
helping to recruit participants as necessary.
b.(NP) Active articipation is integral to Membership of the At-Large
Advisory Committee and failure to live up to the obligations in this
section 5 on a routine basis shall in itself be sufficient grounds for
the Chair to invoke Section 2 of the Accountability Framework.
6.(NP) Where a Member of ALAC receives travel support from ICANN or any
other entity to attend a meeting related to the business of the At-Large
community, he or she shall ensure that he is available and participating
throughout the entire time span of the meeting. It brings the entire
committee into disrepute where a Member of ALAC uses community travel
funds to attend a meeting and then engages in ‘tourism’.
7.(NP) Members that receive travel support shall at all times ensure
that they abide by all policies and procedures related to the same.
Ignorance of a provision of such a policy, where the Member was provided
reasonable opportunities to know of the provision, shall not be accepted
as a valid reason for failing to abide by this provision of the
Accountability Framework.
8. (NP) Failure to abide by the obligations in Section 6 and 7 of this
Accountability Framework shall result in an immediate call by the Chair
of ALAC for the resignation of the Member. If the Member fails to do so
within 14 days, the Chair shall request the body that appointed the
Member to vacate the appointment forthwith, and of the circumstances
which led the chair to make this request.

Requirements of ALAC Officers

9.(RoP 2.6) They shall accept to serve on behalf of the At-Large
Community by acting for the good of the entire Committee, working to
bridge differences and build consensus, but also recognizing difference
and enabling different opinions to be shared;
10.(RoP 2.7) They shall accept, while acting in their capacity as ALAC
officer, to put the collective views of the Committee always in front of
their own.
11.(RoP 3.7) All officers have a duty of performing their roles with
diligence and loyalty to the Committee, and are bound to meet the
minimum participation requirements set forth in [RoP) rule 21.  In case
of failure to do so, the Chair shall call a vote of recall.
12.(RoP 3.1) a conflict of interest statement must be filed when an ALAC
Member presents himself or herself as a candidate for an officer position.

Requirements of ALAC Liaisons to Other Bodies of ICANN

1.(RoP 21.6) Attending physical […] meetings of the bodies to which the
person is liaison at ICANN meetings.
2.(NP) Attending at least 2/3 of the telephonic meetings of the bodies
to which the person is a liaision in any six-month period.
3.(RoP 5, bullet 1) … participate dilligently (meaning, on a continuing
and steady basis) in the meetings and activities of the body he/she is a
liaison to, on mailing lists, and in relevant policy debates and fora
related to the same.
4.(RoP 5.2) a conflict of interest statement must be filed when any
person presents himself or herself as a candidate for a liaison position.
5.(RoP 5, bullet 2) To communicate and advocate the positions of the
ALAC to such body;
6.(RoP 5, bullet 3) To report to the ALAC the current and upcoming
activities of the body he/she is liaison to, as far as this is possible
under the timing and confidentiality constraints of such body;
7.(RoP 5, bullet 4) When this is possible under such constraints,  the
liaison shall ask to the ALAC for advance instructions on matters that
are going to be discussed by such body.

8.(RoP 5.3) a person may not serve two different liaision positions at
the same time
9.(RoP 3.7) All liaisons have a duty of performing their roles with
diligence and loyalty to the Committee, and are bound to meet the
minimum participation requirements set forth in (RoP) rule 21.  In case
of failure to do so, the Chair shall call a vote of recall invoke
Section 2 of ‘Requirements of All ALAC Members’ above.

Code of Conduct (RoP 22)

As representatives of the At-Large community, Members are expected to
adhere to a high standard of behaviour. They shall abide without
exception by the Code of Conduct. It applies to their conduct in any
At-Large forum, whether face-to-face, telephonic, or via email, whether
private or public in nature. In addition, Members shall at all times act
in a way that is respectful, reasonable, exhibits common courtesy and
professional demeanour.
1.(RoP 22.1)	The ALAC discussion lists and its other online
collaborative spaces serve two purposes. They are where we discuss
ICANN-related policy issues and attend to administrative tasks related
to the management of ALAC. 
2.(RoP 22.2)	Content that is acceptable in our online collaborative
spaces is defined as:
3.(RoP 22.3)	Discussion on ICANN-related policy issues,
4.(RoP 22.4)	Discussion of ALAC administrative matters,
5.(RoP 22.5)	Announcements of conferences, events, or activities related
to ICANN matters.
6.(RoP 22.6)	Inappropriate postings include:
7.(RoP 22.7)	Unsolicited bulk e-mail,
8.(RoP 22.8)	Discussion of subjects unrelated to ICANN policy, meetings,
activities, or technical concerns,
9.(RoP 22.9)	Unprofessional commentary, regardless of the general subject,
10.(RoP 22.10)	Postings libellous being used to abuse, harass, stalk, or
threaten others,
11.(RoP 22.11)	Postings that are, knowingly false, ad-hominem, or
misrepresents another person,
12.(RoP 22.12)	Postings that violate an obligation of confidentiality,
13.(RoP 22.13)	Postings that violate the privacy of others,
14.(RoP 22.14)	Announcements of conferences, events, or activities that
are not related to ICANN matters.
15.(RoP 22.15)	The ALAC Chair is empowered to suspend or restrict a
person's posting rights when the content that person has posted is
inappropriate and represents a pattern of abuse. The Chair defines and
determines inappropriate content on a case-by-case basis. Our
definitions are not limited to this list. If the Chair suspends posting
rights or deletes a comment or link, he will say so and explain why.
When determining the duration of the suspension, the Chair is required
to take into account the overall nature of the postings by an individual
and whether particular postings are an aberration or typical.
16.(RoP 22.16)	Occasionally, a participant may engage in what amounts to
a "denial-of-service" attack to disrupt the consensus-driven process.
Typically, these attacks are made by repeatedly posting messages that
are off-topic, inflammatory, or otherwise counter-productive, and the
Chair may choose to revoke the participant's posting rights. In
contrast, good faith disagreement is a healthy part of the
consensus-driven process. For example, if the group is unable to reach
consensus, this is an acceptable, albeit unfortunate, outcome; however,
if that group fails to achieve consensus because it is being
continuously disrupted, then the disruption constitutes an abuse of the
consensus-driven process. Interactions of this type are fundamentally
different from "the lone voice of dissent" in which a participant
expresses a view that is discussed but does not achieve consensus. In
other words, individual bad faith should not trump community goodwill.

At-Large Community Conflicts of Interest Policy
This document is based upon the Conflicts of Interest Policy of of
ICANN, which can be found at
http://www.icann.org/committees/coi/coi-policy-04mar88.htm.  The COI
Policy of Transparency International was also a source of inspiration
for this draft – that document can be found at
1. Applicability
1.1 This policy applies, except as otherwise stated, to certain persons
in leadership positions associated with the At-Large Community
(“At-Large Community”), including but not limited to the members of the
At-Large Advisory Committee (“ALAC”), and those elected to a leadership
position in or by any Regional At-Large Organisation (“RALO”).
1.2 This policy sets minimum standards. Individual conflict of interest
policies developed by RALOs should be congruent with this policy.
1.3 Where a conflict between this Policy and the ICANN Conflict of
Interest Policy arises, the Conflicts Committee as defined in this text
shall forthwith present options that will bring the two policies into
congruence to the relevant body of the At-Large Community.
2. Definitions
2.1 Compensation. "Compensation" includes direct and indirect
remuneration as well as gifts or favors that are substantial in nature.

2.2 Family. The "family" of any individual shall include only his or her
spouse; his or her siblings and their spouses; his or her ancestors; and
his or her descendants and their spouses.

2.3 Financial Interest. A person has a "financial interest" if the
person has, directly or indirectly, through business, investment or family:

(a) An existing or potential ownership or investment interest in any
entity with which the Corporation has a transaction, contract, or other
arrangement, or

(b) A compensation arrangement with the Corporation or with any entity
or individual with which the Corporation has a transaction, contract, or
other arrangement, or

(c) An existing or potential ownership or investment interest in, or
compensation arrangement with, any entity or individual with which the
Corporation is negotiating a transaction, contract, or other arrangement, or

(d) An existing or potential ownership or investment interest in, or
compensation arrangement with, any entity whose business or operation
has been or will be directly affected by a decision or action of the

2.4 At-Large Officer. "At-Large Officer" shall mean all Members of the
At-Large Advisory Committee, all officers or members of governing bodies
of RALOs, as well as officers and members of Working Groups and
Subcommittees of the At-Large Advisory Committee.

2.5 Interested Person. "Interested Person" shall mean either:
(a) Any person currently being compensated by the Corporation for
services rendered to it within the previous 11 months, whether as a
full- or part-time employee, independent contractor, or otherwise, or

(b) Any person whose family member, as defined in Section 2.2, is
currently being compensated by the Corporation for services rendered to
it within the previous 11 months, whether as a full- or part-time
employee, independent contractor, or otherwise, or;

c) Any person currently or within the previous 11 months who serves or
served in any capacity whether compensated or non-compensated, in any
entity that may be benefited or harmed by, is dependent upon, or may be
affected by, decisions of the Corporation or the policies developed by
the stakeholder community participating in ICANN’s policy development
work, of which the At-Large community is one part.

2.6 Corporation. “Corporation” shall mean the Internet Corporation for
Assigned Names and Numbers (ICANN).

2.6 At-Large Community. “At-Large Community” shall mean the entire
At-Large Community, composed of the  At-Large Advisory Committee
(“ALAC”), the officers or members of governing bodies or structures
related to the five Regional At-Large Organisations (“RALOs”), and all
Members of the RALOs as defined in each of their Operating Principles,
Bylaws, Memoranda of Understanding with ICANN, or other equivalent
constitutive documents.

3. Statements of Conflicts of Interest
3.1 To administer and monitor compliance with this policy, the most
senior member of the Corporation’s At-Large staff, along with the
currently serving Chair and Vice-Chairs of the At-Large Advisory
Committee, shall constitute a Conflicts Committee.

3.2 The Conflicts Committee shall require a statement from each At-Large
Officer not less frequently than once a year setting forth all business
and other affiliations that relate in any way to the business and other
activities of the Corporation.

3.3 It is obligatory upon all Interested Persons, or any person in the
At-Large Community as defined, who believes there is a conflict of
interest, or who suspects that a conflict of interest might exist, to
report the same to the Conflicts Committee as soon as they become aware,
or suspect, that such a conflict exists.

3.4 The Conflicts Committee shall cause to be kept a public record of
all disclosures received available upon the At-Large community website.
Where there are personal safety or similar serious concerns about full
publicity, parts or even the whole of the declaration should be
submitted to the ICANN Director of At-Large who shall hold it, and act
upon it as appropriate, in confidence.

3.5 Where the Conflicts Committee has received a report from any person
as provided in clauses 5.4 or 3.3, it shall then seek promptly to
establish whether or not the reported potential or actual conflict
exists, and shall at all times keep the identity of the person who
reported the possible conflict confidential, unless they have
unanimously come to the conclusion that the report was knowingly false
or deliberately defamatory, in which they shall disclose the same as
they shall judge most suitable.
4. Duty to Abstain or Recuse from Participation in Debates
4.1 No Interested Person shall vote on, or participate in discussions or
deliberations related to, any matter in which he or she has an interest.

4.2 In the event of such an abstention or recusal, the Interested Person
shall state the reason for the same, which shall be noted in the minutes
of the relevant proceedings.

5. Disclosure Obligations
5.1 When requested by the Conflicts Committee (not less frequently than
once per calendar year) each At-Large Officer shall promptly submit a
statement to the Committee setting forth all business and other
affiliations that relate in any way to the business and other
affiliations of the Corporation.

5.2 With respect to any particular matter, each At-Large Officer shall
disclose to the Conflicts Committee any matter that could reasonably be
considered to make the person an "Interested Person” as defined above.

5.3 It shall be incumbent upon each At-Large Officer to report to the
Conflicts Committee any circumstance that would reasonably be
interpreted by any third party to cause them to become an Interested
Person as soon as such a circumstance becomes known, without being
requested to make such a disclosure.

5.4 If any At-Large Officer becomes aware of a situation that would, in
their judgment, cause another At-Large Officer to become an Interested
Person, they are obligated to report the same to the Conflicts Committee
forthwith.  Any other person may act similarly if they have reason to
believe a situation that warrants such a report exists.

6. No Compensation, Privileged Information Provisions
6.1 At-Large Officers, or companies or other organisations with which
such are currently affiliated, (whether paid or unpaid) may not receive
Compensation of any kind from the Corporation, save for expenses
reimburseable for travel and expenses associated with attendance at
events or meetings organised by or for the Corporation or in support of
activities related to the same.

6.2 At-Large Officers, or companies or other organizations with which
such members are currently affiliated may not not utilize privileged
information obtained during their tenure as At-Large Officers for
personal gain, and shall also remain at all times sensitive to the
perception that they might be utilizing said information in such a way.

6.3 No At-Large Officer shall accept any gift, entertainment, loan or
anything else of value from any organisation or individual if it could
be reasonably construed or perceived that the gift is motivated by a
wish to influence the At-Large community in the holistic sense.

7. Violations of the Conflicts of Interest Policy
7.1 If the Conflicts Committee has reasonable cause to believe that an
At-Large officer has failed to disclose an actual or possible conflict
of interest, it shall inform that person of the basis for such belief
and afford the At-Large Officer an opportunity to explain the alleged
failure to disclose.

7.2 If, after hearing the response of the At-Large Officer and making
such further investigation as may be warranted in the circumstances, the
Conflicts Committee determines that the member has in fact failed to
disclose an actual or possible conflict of interest, it shall recommend
to relevant deliberative body of the At-Large Community appropriate
disciplinary and corrective action.

7.3 The violation of this conflicts of interest policy is a serious
matter and may constitute cause for the recall of an At-Large Officer
from their position, if the At-Large Officer is a member of the At-Large
Advisory Committee, under the procedures provided in Rule 11 of the ALAC
Rules of Procedure.

7.4 Violation of this conflicts of interest policy on the part of an
At-Large Officer who is not a member of the At-Large Advisory Committee
may constitute cause for recall under the procedures relevant to the
body of which the At-Large Officer is a member.

8. Records of Proceedings
8.1 The minutes of the Conflicts Committee shall contain:

(a) The names of At-Large Officers found to be Interested Persons; the
nature of the interest; any action taken to determine whether a conflict
of interest was present; and the decision of the Conflicts Committee as
to whether a conflict of interest in fact existed.

(b) The names of the persons who were present for discussions and votes
relating to the actual or potential conflict of interest; the content of
the discussion; and a record of any votes taken in connection therewith.

8.2 In connection with a conflict of interest, the minutes of any
meeting concerned shall contain the names of the persons who were
present for discussions and votes relating to the matter for which any
member of the body in question was an Interested Person; note the
recusal of abstention related to the conflict of interest; the content
of the discussion related thereto; and a record of any votes taken in
connection therewith.

9. Annual Statements
Each At-Large Officer shall annually sign a statement that affirms that
such person:
a) Has received a copy of the conflicts of interest policy;
b) Has read and understands the policy;
c) Has agreed to comply with the policy.

10. Periodic Reviews
The Conflicts Committee shall periodically consider whether and how this
Conflicts of Interest Policy should be revised or amended to better meet
its objectives. In connection with any periodic review conducted by the
Conflicts Committee it shall cause a report to be provided to all
At-Large Officers related thereto.

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