[NA-Discuss] Fwd: Board minutes from 28 August 2008

[Ross Rader]

Hello everyone - FYI regarding some of the Board work related to the  
nominating committee and bylaws.

>
> The ICANN Board minutes from 28 August 2008 have been posted on the  
> ICANN website. The Board considered the proposed bylaws change from  
> the Nom Com and voted 13-0 to post the proposed amendment for public  
> comment. The excerpt from the minutes is below. In addition, the  
> Board selected Tricia Drakes as Chair of the 2009 ICANN Nominating  
> Committee. See http://www.icann.org/en/minutes/prelim-report-28aug08.htm 
> .
>
> Nominating Committee’s Recommendation for ICANN Bylaws Change  
> regarding Criteria for Board Member Selection
>
> John Jeffrey presented a proposed Bylaws change and requested that  
> the Board permit Management to post the proposed changes for public  
> comments.
>
> Over the past several years, the Nominating Committee has expressed  
> concern that being required to count more than one country of  
> citizenship for diversity purposes often makes it difficult to  
> select the best candidates for the Board seats that the Nominating  
> Committee is mandated to fill. In carrying out its responsibilities  
> to fill Seats 1 through 8, the Nominating Committee shall seek to  
> ensure that the ICANN Board is composed of members who in the  
> aggregate display diversity in geography, culture, skills,  
> experience, and perspective, by applying the criteria set forth in  
> Bylaws.
>
> The Nominating Committee also noted that some of the candidates have  
> often lived in a country for many years, and thereby better  
> represent the interests of that country than any country of which  
> the candidates may be citizens.
>
> As the Nominating Committee requested, the General Counsel provided  
> the Nominating Committee with suggested Bylaws revisions to reflect  
> the Nominating Committee’s stated goals. In the proposal, domicile,  
> not just citizenship, is to be considered in the diversity  
> calculation. The Nominating Committee members have unanimously  
> agreed that the proposed Bylaws revisions would alleviate the  
> concerns.
>
> John Jeffrey noted that considering the possibility of revising the  
> method for calculating diversity for seats 1 through 8, staff  
> determined that such diversity calculations should be consistent for  
> seats 9 though 14 and have proposed revisions accordingly.
>
> Bruce Tonkin moved and Harald Alvestrand seconded a motion that the  
> proposed changes to the bylaws be posted for public comment and then  
> considered again by the Board, via the following resolution:
>
> Whereas, the Nominating Committee has expressed concern that,  
> pursuant to the Bylaws mandated diversity requirements that no more  
> than five Board members be citizens of any one geographic region,  
> the Nominating Committee is required to count all countries of  
> citizenship for each candidate.
>
> Whereas, the Nominating Committee has noted that the requirement to  
> count all countries of citizenship has caused some selection  
> difficulties each year over the past several years.
>
> Whereas, the Nominating Committee has also expressed concern that  
> the calculation is presently limited to citizenship given that many  
> people have lived for long periods of time in, and represent the  
> interests of, countries in which they may not be citizens.
>
> Whereas, making a diversity calculation pursuant to the ICANN Bylaws  
> as it relates to Board member selection for seats 1 through 14  
> should be consistent.
>
> It is hereby resolved (__.2008) that the following proposed  
> revisions to Article VI, Sections 2.2 and 2.3, shall be posted for  
> public comment in accordance with ICANN’s normal process for  
> proposed Bylaw revisions.
>
> A voice vote was taken of all Board Members present, and the motion  
> was approved by a vote of 13 to 0, with no abstentions.
>
> Board Governance Committee’s Recommendation for selection of the  
> next Nominating Committee Chair
>
>  Roberto Gaetano advised that following the evaluation of a number  
> of different candidates the BGC unanimously propose Tricia Drakes as  
> Chair of the 2009 Nominating Committee and asks the Board to approve  
> her appointment to this position.
>
> The Chair inquired regarding the BGC’s process in considering  
> applications and in putting out a call for candidates. Roberto  
> Gaetano advised that a job profile had been published, a call for  
> candidates was issued, additional qualified candidates were also  
> evaluated and then the BGC created a matrix and did a final  
> evaluation and from that, came the recommendation.
>
> The Chair accepted this a recommendation from the Board Governance  
> Committee and made a motion to approve Tricia Drakes as the  
> Nominating Committee Chair for 2009; Jean-Jacques Subrenat seconded  
> the following motion:
>
> Resolved (__.2008), that Tricia Drakes is appointed as Chair of the  
> 2009 Nominating Committee, to serve until the conclusion of the  
> ICANN annual meeting in 2009, or until the Chair’s earlier  
> resignation, removal, or other disqualification from service.
>
> A voice vote was taken of all Board Members present, and the motion  
> was approved by a vote of 13 to 0, with no abstentions.