<div dir="auto">Hello Karl,<div dir="auto"><br></div><div dir="auto">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. </div><div dir="auto"><br></div><div dir="auto">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 </div><div dir="auto"><br></div><div dir="auto">Regards<br><div data-smartmail="gmail_signature" dir="auto">Sent from my mobile<br>Kindly excuse brevity and typos<br>Every word has consequences.<br>Every silence does too!</div></div></div><br><div class="gmail_quote"><div dir="ltr" class="gmail_attr">On Wed, 27 Jul 2022, 20:42 Karl Auerbach, <<a href="mailto:karl@cavebear.com">karl@cavebear.com</a>> wrote:<br></div><blockquote class="gmail_quote" style="margin:0 0 0 .8ex;border-left:1px #ccc solid;padding-left:1ex">
<div text="#000000" bgcolor="#FFFFFF">
<p>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.</p>
<p>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.</p>
<p>Many, but not all, corporations do find it useful to allow a
President/CEO to be a voting board member.<br>
</p>
<p>ICANN, however, has long had an imbalance with a weak board
facing a powerful executive staff.</p>
<p>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.</p>
<p>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.</p>
<p> --karl--</p>
<p><br>
</p>
<div>On 7/27/22 11:19 AM, Seun Ojedeji
wrote:<br>
</div>
<blockquote type="cite">
<div dir="auto">Hello Roberto,
<div dir="auto"><br>
</div>
<div dir="auto">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. </div>
<div dir="auto"><br>
</div>
<div dir="auto">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).</div>
<div dir="auto"><br>
</div>
<div dir="auto">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.</div>
<div dir="auto"><br>
</div>
<div dir="auto">Regards<br>
<br>
<div data-smartmail="gmail_signature" dir="auto">Sent from
my mobile<br>
Kindly excuse brevity and typos<br>
Every word has consequences.<br>
Every silence does too!</div>
</div>
</div>
<br>
<div class="gmail_quote">
<div dir="ltr" class="gmail_attr">On Wed, 27 Jul 2022, 10:42
Roberto Gaetano via At-Large, <<a href="mailto:at-large@atlarge-lists.icann.org" target="_blank" rel="noreferrer">at-large@atlarge-lists.icann.org</a>>
wrote:<br>
</div>
<blockquote class="gmail_quote" style="margin:0 0 0 .8ex;border-left:1px #ccc solid;padding-left:1ex">
<div style="word-wrap:break-word;line-break:after-white-space">
Karl,
<div><br>
</div>
<div>Following on your “off-topic” (I changed the subject
line) I wold like to add a bit of history.</div>
<div><br>
</div>
<div>You wrote:</div>
<div>
<blockquote type="cite">
<div text="#000000" bgcolor="#FFFFFF">
<p><font face="Times New Roman, Times, serif">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 ….</font></p>
</div>
</blockquote>
</div>
<div><br>
</div>
<div>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).</div>
<div><br>
</div>
<div>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.</div>
<div><br>
</div>
<div>Cheers,</div>
<div>Roberto</div>
<div><br>
</div>
<div><br>
</div>
<div><br>
<div><br>
<blockquote type="cite">
<div>On 26.07.2022, at 21:39, Karl Auerbach via
At-Large <<a href="mailto:at-large@atlarge-lists.icann.org" rel="noreferrer noreferrer" target="_blank">at-large@atlarge-lists.icann.org</a>>
wrote:</div>
<br>
<div>
<div text="#000000" bgcolor="#FFFFFF">
<p>I'm going to be somewhat diverging from the
main topic....<br>
</p>
<div>On 7/26/22 8:14 AM, Marita Moll wrote:<br>
</div>
<blockquote type="cite">
<p><font face="Times New Roman, Times, serif">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.</font></p>
</blockquote>
<p><font face="Times New Roman, Times, serif">I've
long been in opposition to the "stakeholder"
model of governance. I was horrified when I
first saw it
</font><font face="Times New Roman, Times,
serif"><font face="Times New Roman, Times,
serif">just after Jon Postel died</font>,
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.</font></p>
<p><font face="Times New Roman, Times, serif">See
<a href="https://cavebear.com/archive/bwg/" rel="noreferrer noreferrer" target="_blank">
https://cavebear.com/archive/bwg/</a> for
the Boston Working Group proposals.</font></p>
<p><font face="Times New Roman, Times, serif">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.)<br>
</font></p>
<p><font face="Times New Roman, Times, serif">My
most recent piece in opposition to stakeholder
based systems may be found here:</font></p>
<p><font face="Times New Roman, Times, serif">Democracy
Versus Stakeholderism -
<a href="https://www.cavebear.com/cavebear-blog/stakeholder_sock_puppet/" rel="noreferrer noreferrer" target="_blank">
https://www.cavebear.com/cavebear-blog/stakeholder_sock_puppet/</a><br>
</font></p>
<p><font face="Times New Roman, Times, serif">
--karl--</font></p>
<p><font face="Times New Roman, Times, serif"><br>
</font></p>
</div>
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