[lac-discuss-en] R: [IANA-issues] Fwd: Re: CCWG Statement v07 as requested.

Alan Greenberg alan.greenberg at mcgill.ca
Wed Sep 9 21:58:44 UTC 2015

Roberto, as I understand the proposal, there is 
no prohibition about a removed director being 
immediately re-appointed to the same seat or any 
other seat. Of course, it would make little sense 
for an SO/AC to remove their director and 
immediately reappoint the same person. But they 
could be reappointed by another SO/AC or the NomCom.

For removal of the entire Board, the proposal 
explicitly and clearly says that there is no 
prohibition regarding a particular director being 
re-appointed. I do not see a problem with this. 
In particular, an individual SO/AC my not have 
supported the recall, and may want their directors back.


At 09/09/2015 04:16 PM, Roberto Gaetano wrote:
>I have a question.
>In case a Director is removed by some mechanism, 
>can the appointing body re-appoint him/her?
>-          If no, does this not looks as a 
>prevarication of the rights of one appointing 
>body (SO or AC or NomCom) by the majority of 
>other appointing bodies? i.e. does this not 
>imply that each and every appointing body have 
>to appoint people that are not disliked by the 
>majority of other bodies? Does not this sound *really* bad?
>-          If yes, does this not look *really* 
>useless, because at the end of the day the 
>appointing body is the only one who has the 
>power of removing, regardless what the other appointing bodies think about?
>In either case, the removal clause “as is” does not look really useful.
>To me personally – but I acknowledge the fact 
>that being out of tune I am not fit for singing 
>in a choir – it looks seriously silly.
>Da: iana-issues-bounces at atlarge-lists.icann.org 
>[mailto:iana-issues-bounces at atlarge-lists.icann.org] Per conto di CW Mail
>Inviato: sabato 5 settembre 2015 21:01
>A: Alan Greenberg
>Cc: IANA Issues; lac-discuss-en at atlarge-lists.icann.org
>Oggetto: Re: [IANA-issues] Fwd: Re: CCWG Statement v07 as requested.
>Alan, Carlton:
>1. Regarding the removal of Directors, (a) SOs 
>and ACs _appointed_ their Directors in the first 
>place. So, who is responsible for the Directors that they have got?
>(b) NomCom appoints _independent_ Directors. My 
>comments on this have already been posted. The 
>whole point of having independent Directors is 
>to create a check and balance in the Board.
>If any SO can initiate (even threaten to 
>initiate) removal, what hope for the internal checks and balances?
>2.       Regarding Competition and other 
>Regulatory matters, I read somewhere in section 
>3 that competition would rely on market 
>mechanisms. That is ludicrous in this market.
>The whole point of regulatory responsibilities 
>for competition is to address issues which are 
>NOT resolved by market mechanisms, and there ARE some.
>Of course there are other regulatory issues that 
>ICANN has failed to address recently. e.g. .XYZ, .SUCKS, .VIN etc.)
>PS:     I find it increasingly difficult to 
>handle the volume of all this stuff. How to 
>cross reference the CWG report, the CCWG report 
>the At Large report, the Board and Jones Day. Impossible.
>PPS:  I read the Sidley proposals  for 
>Fundamental Bylaws. Those would make it 
>impossible for the Board to demur from the SOs 
>in the event of GAC contrary advice. I believe that to be deliberate.
>                       I note that several GAC 
> members have already perceived that game being played behind their backs.
>On 05 Sep 2015, at 19:17, Carlton Samuels 
><<mailto:carlton.samuels at gmail.com>carlton.samuels at gmail.com> wrote:
>Language really does matter.
>So, I agree with most of the edits. But I so too 
>would have liked to see more forceful language 
>use in the ALAC's responses, especially in 
>regard to the Section 3: Principles.  And then, 
>I also have philosophical differences with 
>elements that the ALAC seems to be endorsing.
>Regarding Para 154 et. al., we should be bold 
>and write the language we would have liked to 
>see.  I have learned from experience that you 
>must always take care to write your own self 
>explicitly in organisational principles. For 
>Luddites and fellow travelers are forever with 
>us and they tend to dumb down on principles.
>Regarding Para 199, again, let's rubbish this 
>exercise in sophistry.  Sweet bleeding Christ, 
>what chutzpah!  The writer here actually says 
>that decisions about the DNS have ALWAYS and 
>must remain 'neutral and judgment free'!.  In 
>what universe? Call it what it is, a squalid lie.
>Para 218 again is a deviant operation lurking in 
>plain sight, party to a neo-liberal political 
>economy that enables a standing bit of ICANN tom 
>foolery; ICANN is not a regulator. Its like the 
>cuckoo; lay your eggs in some other poor bird's 
>nest and let 'em feed and groom your big ass 
>chick, they dumb enough not to recognize a 
>bastard. ICANN really wants to remain care-free 
>from what happens in  the market it created, 
>that it imposes obligations for to all of us, 
>sustains in many ways yet wishes to remove 
>itself from the duty of care from the aftermath. 
>This position must be rejected for cause.
>As it relates to Section 7, this is where I 
>differ philosophically from the trending ALAC 
>position. However, you might wish to revisit 
>this business of having directors lockboxing 
>certain rights in lieu of appointment.
>We still have the law - and the case law - of 
>the State of California to contend with. Now, 
>for a corporate entity domiciled in California 
>and subject to California and U.S laws, libel, 
>slander and defamation are not the same in law 
>as say the UK or even Jamaica. But certainly the 
>question of how much of 'coercive' you can get 
>done before you impinge on a constitutional 
>right is now live. The thing is one cannot sign 
>away a constitutional right, even if you're 
>ignorant.  Plus we are still a long way away 
>from figuring out what is the makeup of 
>'statutory and fiduciary responsibilities' 
>imposed by California law on directors.  The law 
>there does not suppose they be lapdogs.
>Finally, while I generally support Sebastien's 
>Minority Statement, his alternative proposal to 
>removal of only 7 members of the Board during a 
>given year is also not much more desirable.
>Quite apart from the prospect of reducing 
>directors to lapdogs, I do not think you can 
>edit out the tenets of natural justice to which 
>each director is born much less to coerce one to 
>give up one's constitutional rights in lieu of a 
>Board seat. There is something malodorous about 
>that concept so I would reject that on principle.
>It is far better to have a framework with a 
>third of the Board is subject to natural renewal 
>at a frequency less than the natural appointment 
>duration of each board member - say every 2 
>years - than invoke a process that might actually take more years to complete.
>Carlton A Samuels
>Mobile: 876-818-1799
>Strategy, Planning, Governance, Assessment & Turnaround
>On Fri, Sep 4, 2015 at 2:01 PM, Alan Greenberg 
><<mailto:alan.greenberg at mcgill.ca>alan.greenberg at mcgill.ca> wrote:
>Sebastien has sent in the following 
>comments.  If anyone has any support or 
>concerns, please let us know, preferably on the wiki.
>Date: Fri, 4 Sep 2015 20:30:27 +0200
>Subject: Re: CCWG Statement v07 as requested.
>From: Sébastien Bachollet 
><<mailto:sebastien at bachollet.com>sebastien at bachollet.com>
>To: Alan Greenberg <<mailto:alan.greenberg at mcgill.ca>alan.greenberg at mcgill.ca>
>Thanks Alan,
>Please find attached the V7-Clean with my comments, questions, proposals
>and changes.
>If you have any questionS
>All the best
>Sébastien Bachollet
><tel:%2B33%206%2007%2066%2089%2033>+33 6 07 66 89 33
>Blog: <http://sebastien.bachollet.fr/>http://sebastien.bachollet.fr/
>Mail: Sébastien Bachollet 
><<mailto:sebastien at bachollet.com>sebastien at bachollet.com>
>Le 04/09/2015 18:54, « Alan Greenberg » 
><<mailto:alan.greenberg at mcgill.ca>alan.greenberg at mcgill.ca> a écrit
> >
>Iana-issues mailing list
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><ALAC-Comment-v07-clean_sbt with further 
>comments by Carlton Sep 5.docx>_______________________________________________
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