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

[Vanda Scartezini]

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<mailto: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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