[At-Large] ICANN Board Nomination

Vanda UOL vanda at uol.com.br
Wed Aug 25 18:51:37 UTC 2010

Hi Karl

The problem is legal before anything else. To allow the compensation (not
salary) to the chair we did a formal legal move, consulting the court, and
this was allowed because there is, really, much more burden to the chair out
of the internal tasks, not demanded to the members of the board. The chair
has international commitments, his presence is demanded etc. and the amount
of money doesn't pay even the days he spends traveling around the world, out
of the meetings. 
 I believe that is similar in the majority of countries. Here, in Brazil, I
am member of the board of 5 not for profit organizations. The organizations
are not legally authorized to pay the board, only reimbursement of expenses-
so I dedicate time for free. Even where I am chair of the board here, it is
forbidden the payment.
 But even if we had a legal authorization there is no consensus inside the
community about board members yet

All the best

 Vanda Scartezini
Polo Consultores Associados & IT Trend
 Alameda Santos 1470 cjs 1407/8
Tel: + 55 11 3266.6253
Mob: + 55 11 8181 1464


-----Original Message-----
From: at-large-bounces at atlarge-lists.icann.org
[mailto:at-large-bounces at atlarge-lists.icann.org] On Behalf Of Karl Auerbach
Sent: Tuesday, August 24, 2010 11:50 PM
To: at-large at atlarge-lists.icann.org
Subject: Re: [At-Large] ICANN Board Nomination

On 08/24/2010 06:21 PM, John R. Levine wrote:

> ... If
> ICANN paid the rest of the board, like they now pay the chair, the pool of
> candidates would be much larger.  (In case anyone's wondering, it's quite
> typical for large organizations to pay their board members, either a fixed
> annual amount, or an amount per meeting.)

I have long advocated that ICANN pay board members.

The time is *more* than a half time job - I typically spent at least 60 
hours a week on ICANN matters when I was on the board.

And it is expensive.

And - and I consider this *very* important - each board member ought to 
have his/her own independent legal counsel.  The ICANN corporate counsel 
owes his duty to the corporation and not to any individual board member. 
  And the risks of being on a non-profit board are quite substantial - 
for instance just take a look at "intermediate sanctions" in the wikipedia:

One of the problems with paying board members is that there are 
California state and US Federal statutes that give degrees of immunity 
to directors who are not paid.  Being paid may put those immunities at 
risk - navigating through that morass is one of those reasons why each 
board member needs his/her own legal counsel.

> The other is that I'm not sure how electable I am, since I am from a
> rather over-represented geographic and ethnic group.

ICANN long ago promised as a condition of its formation that it would 
have a majority of its directors chosen by and accountable to the 
public.  Were that promise ever kept there would be enough seats, if not 
for everyone, for at least a reasonable cross-section.

But with one seat there is a risk that the community of internet users - 
which is whose seat is up for selection, not the ALAC's - might be 
tempted to engage in internal battles.  It would be good if that could 
be avoided.

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