Joe and all,
Joe Sims wrote:
> ___________________________________________________________________________
>
>
> I know, I'm violating my own very recent commitment to not do this, but on
> this one, I can't resist. You keep quoting the bylaws, but you always omit
> Section 2 (g), which reads as follows:
>
> "Nothing in this Section 2 is intended to limit the powers of the Board or
> the Corporation to act on matters not within the scope of primary
> responsibility of a Supporting Organization or to take actions that the
> Board finds are necessary or appropriate to further the purposes of the
> Corporation."
>
> Since, as you point out, I wrote this language, I feel comfortable in
> interpreting it. Taken as a whole, including Section 2 (g), Section 2 sets
> up a process where, in the ordinary course, the SOs are primarily
> responsible for policy development in areas within their scope, and there
> is a presumption that SO recommendations will be accepted in ordinary
> circumstances. But there are two savings clauses that preserve, as is
> appropriate, the ultimate authority of the Board. The first are Sections
> (e) and (f), which taken together set forth specific criteria by which the
> Board may reject a recommendation of an SO and the procedures that will be
> followed in those circumstances; since those include a finding that the
> recommendation "furthers the purposes of, and is in the best interest of,
> the Corporation," these provisions leave ample room for the Board to make a
> judgment, where appropriate, that is different than that of the SO. The
> second is Section (g), which is a general savings clause that provides the
> Board with the full range of authority necessary for the Board members to
> carry out their fiduciary responsibility. It is hard to imagine when the
> Board might have to rely on Section 2 (g), since the criteria in Section 2
> (e) and (f) seem sufficiently broad to cover any eventuality, but it is
> there nonetheless.
You are exactly correct here Joe, of course. But as I recall when there
was quite a bit of discussion on these bylaws, this was on of the sections
that was hotly contested. Most especially this particular "Savings" section
or Section 2(g). I believe that I offered proposed amendments in INEgroup's
name on this section a swell, if you recall. I can, of course drag those
back up if you prefer?
But more importantly here is that this section "Section 2(g)" seats too much
unaccountable authority in the hands of the BOD. There needs to be some
definable restrictions or conditions that govern when and how this section
can and should be effected by the BOD, and those conditions should be
approved by the ICANN membership before amended to the Bylaws...
>
>
> The net of all this, in my opinion, is that the Board has ample power to
> make its own decisions, following the recommendations of the SOs if that
> seems appropriate and not if, in its considered judgment, it is not.
> thus, the notion that this is a weak Board is a figment of either your
> imagination or desire; it does not derive from the bylaws.
>
>
>
>
>
> > > So let's not hear any more of this nonesense that we individuals should
> be
> > > satisfied with membership in the At Large Membership and forego any
> > > meaningful voice in the policymaking of the DNSO.
>
> > While I recognize that there are certain important issues that will
> > be dealt with in the DNSO, what if there were other identifiable
> > issues which were appropriately (according to the Bylaws) initiated
> > by the AL membership? (I keep wanting to call it a supporting
> > organization, but that leads to the unfortunate acronym ALSO...)
>
> There were those of us who during last summer's "discussions" advocated a
> much stronger role for general membership and a stronger board vis-a-vis
> the supporting organizations.
>
> I suggest you take a look at what the Boston Working Group proposed.
> Copies are on-line at the NTIA web site or http://www.cavebear.com/bwg/
>
> However, the IANA push was for very strong Supporting Organizations and a
> very weak board. Indeed, one of the most common notions floating around
> in those days was that the technical community had to protect the Internet
> from the technically-challanged (much stronger wording was actually used)
> Board. That weak-board/strong SO form still exists within ICANN. I doubt
> that we will be able to change it.
>
> > If it happened that those issues got themselves focussed on (not, of
> > course, _organized around) before too much more water flows over the
> > commercial/ non-commercial dam, is it so inconceivable that the
> > workings of the Elected Board could be substantially influenced as it
> > comes to consider various SO proposals?
>
> Remember, the elected board is just a part of the board. And the ICANN
> board has only very weak powers to interfere with policies made by the
> various Supporting Organizations.
>
> Part of the BWG proposals was to significantly change that balance. But
> that was one of the points we didn't get.
>
> So it remains the case that the general membership has the ability to
> elect board members who are, themselves, rather close to powerless when
> confronting a policy choice made by a Supporting Organization.
>
> Here's the relevant parts of the ICANN by-laws. Be careful not to read
> too much into section (f) -- it is not triggered until the an SO has sent
> in a proposal with the Board rejects under (e). If there is no SO
> proposal -- as when the board decides that it would be good to get rid of
> an existing, already board-adopted SO proposal, then section (f) doesn't
> come into play.
>
> ARTICLE VI: SUPPORTING ORGANIZATIONS
>
> Section 2: RESPONSIBILITIES AND POWERS
>
> (e) Subject to the provisions of Article III, Section 3, the Board
> shall accept the recommendations of a Supporting Organization if the
> Board finds that the recommended policy
>
> (1) furthers the purposes of, and is in the best interest of, the
> Corporation;
>
> (2) is consistent with the Articles and Bylaws;
>
> (3) was arrived at through fair and open processes (including
> participation
> by representatives of other Supporting Organizations if
> requested);
>
> and
>
> (4) is not reasonably opposed by any other Supporting Organization.
>
> No recommendation of a Supporting Organization shall be adopted unless
> the votes in favor of adoption would be sufficient for adoption by the
> Board without taking account of either the Directors selected by the
> Supporting Organization or their votes.
>
> (f) If the Board declines to accept any recommendation of a Supporting
> Organization, it shall return the recommendation to the Supporting
> Organization for further consideration, along with a statement of the
> reasons it declines to accept the recommendation. If, after
> reasonable efforts, the Board does not receive a recommendation from
> the Supporting Organization that it finds meets the standards of
> Section 2(e) of this Article VI or, after attempting to mediate any
> disputes or disagreements between Supporting Organizations, receives
> conflicting recommendations from Supporting Organizations, and the
> Board finds there is a justification for prompt action, the Board may
> initiate, amend or modify and then approve a specific policy
> recommendation.
Regards,
--
Jeffrey A. Williams
CEO/DIR. Internet Network Eng/SR. Java/CORBA Development Eng.
Information Network Eng. Group. INEG. INC.
E-Mail [EMAIL PROTECTED]
Contact Number: 972-447-1894
Address: 5 East Kirkwood Blvd. Grapevine Texas 75208
