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

Marita Moll mmoll at ca.inter.net
Thu Jul 28 14:08:36 UTC 2022


I am with Vanda on this one. I was on the board of CIRA, which manages 
the .ca domain name. CEO advises the board, attends all meetings, but 
does not vote. I think it would be a governance improvement if this was 
corrected at ICANN when the next contract comes around. This has nothing 
to do with Goran or his tenure. I think it is just a better model. As 
Vanda says, he might even agree. What is being gained here from the 
potential conflict of interest?

Marita

On 2022-07-28 8:50 a.m., Vanda Scartezini via At-Large wrote:
>
> 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/
>         <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/
>         <https://www.cavebear.com/cavebear-blog/stakeholder_sock_puppet/>
>
>                     --karl--
>
>
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