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

Karl Auerbach karl at cavebear.com
Thu Jul 28 17:58:53 UTC 2022


I do agree with you that the question whether the President CEO gets a 
*voting* seat on the board of directors is a relatively small matter.  
(And I believe that a CEO/President does need to usually sit among the 
board of directors and speak on matters - his/her input is very 
important and ought to carry a lot of weight.)

The road to an improved ICANN is not a short road.  Removing the 
President/CEO's ex-officio voting power on the board is but one, small step.

But it is a step.  And it is an easy step.  And it is a step that can be 
decided now but can put into practice later, perhaps at the next 
re-making of the employment contract.

There are harder, bigger steps.  For example, elimination of the 
nominating committee process, which itself my require as a pre-condition 
establishment of ICANN as the kind of member based organization 
described by the California public-benefit/non-profit law that gives 
legal existence to ICANN and that ICANN so desperately tried to evade in 
the 1997-2000 time frame.

The Internet is facing some big issues, issues larger than ICANN itself 
but for which ICANN may indicate paths best to avoid.  Just as ICANN 
seems excessively influenced by commercial actors the Internet as a 
whole is being increasingly influenced by commercial and national actors 
who care little whether the Internet (capital 'I') becomes a collection 
of "internets" (lower case 'i'), or whether we continue to use IPv4/6 or 
something else like 5G or Huawei's new IP protocol designs.  As we push 
harder for more security we will increasingly need to face the question 
of maintenance and repair and whether we will need to establish some 
means, some body of people, who have special authorities and powers to 
penetrate security to reach in, examine, and manipulate the net.  Such a 
"priesthood" of privileged actors might not bother large commercial or 
national interests, but it ought to be of great concern to individuals.  
And if our future bodies of i/Internet governance are structured, as is 
ICANN, to enervate the public voice, or to dilute it under layers of 
organizations and procedures, then our voice in such decisions will be 
muted or lost.

         --karl--


On 7/28/22 4:54 AM, Seun Ojedeji wrote:
> Hello Karl,
>
> I hear you but the last I checked ICANN Board membership is filled by 
> the community in part and indirectly filled by the community(through 
> nomcom) for the rest of the board members. It therefore seem that 
> ICANN profile fits that of an organisation whose CEO should be a 
> voting member.
>
> I really don't think the CEO power is derived from that single vote; 
> if the CEO is already acting powerful and beyond control of the Board, 
> that single vote won't be the breaker IMO the power must have been 
> wielded elsewhere and perhaps with support of the Board majority
>
> Regards
> Sent from my mobile
> Kindly excuse brevity and typos
> Every word has consequences.
> Every silence does too!
>
> On Wed, 27 Jul 2022, 20:42 Karl Auerbach, <karl at cavebear.com> wrote:
>
>     I agree with you that the voice of the President of a corporation
>     is often a voice that ought to be heard and considered by the
>     board of directors.
>
>     However, a President that is allowed to sit at, hear, and
>     contribute to meetings of the board is not not the same as a
>     President who can do those things *and* vote.
>
>     Many, but not all, corporations do find it useful to allow a
>     President/CEO to be a voting board member.
>
>     ICANN, however, has long had an imbalance with a weak board facing
>     a powerful executive staff.
>
>     In such a situation a staff vote, i.e. the President's vote, on
>     the board, merely increases that imbalance by weakening the chosen
>     board and strengthening the executive staff.
>
>     Were ICANN to have a stronger board - a likely result were the
>     board picked by the public through direct elective processes -
>     then perhaps the President could have a vote.  But given the
>     present institutional board selection process it is unwise to
>     increase the staff/executive dominance.
>
>             --karl--
>
>
>     On 7/27/22 11:19 AM, Seun Ojedeji wrote:
>>     Hello Roberto,
>>
>>     Just as you've noted instances where the CEO may be embarrassed
>>     if an issue he voted went a different direction, there are
>>     instances that I believe the CEO will be glad he contributed his
>>     voice through voting.
>>
>>     The CEO's vote is just 1 out of the other votes to be cast hence
>>     if his vote made a difference then you know it's a really
>>     contentious matter. In an organisation as ICANN it's not good
>>     practice to put the face of the organisation (i.e the CEO in an
>>     observer role - non voting).
>>
>>     That said, most reasonable CEOs don't actively use their voting
>>     right towards a direction, they largely abstain but I think the
>>     CEO should have the opportunity to exercise his opinion through
>>     voting when he considers it necessary.
>>
>>     Regards
>>
>>     Sent from my mobile
>>     Kindly excuse brevity and typos
>>     Every word has consequences.
>>     Every silence does too!
>>
>>     On Wed, 27 Jul 2022, 10:42 Roberto Gaetano via At-Large,
>>     <at-large at atlarge-lists.icann.org> 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> 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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