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Remarks on the proposed amendments to ICANN bylaws

Outside the problem of the geographic diversity of the At Large Council
(see my comment of yesterday), I have three other main remarks on the
proposed amendments to ICANN bylaws.

1. Possibility for the members of the At Large Councils and SOs councils to
become a board director

The option taken in the proposed amendments is to forbid being at the same
time a council member and a board director. This could be discussed, but
this option seems sound for a smooth running of the differents ICANN

What is more questionable is the fact that in the proposed amendments,
there are no provision for the replacement of the members of the councils
who accept a nomination to be considered to serve on the board.

For the SOs councils such a provision existed in the September 27, 1999
bylaws, but it is proposed to remove it (Article VI, section 4)
For the At Large Council, no replacement is foreseen. It seems to be
problematic. Supposed that after the election of the 6 first At Large
Council members, 5 of them accept a nomination to be considered to serve on
the board, will the only member remaining choose the three At Large
directors ? The same problem can occur with a complete At Large Council.

In order to avoid such problem, where the representants of some body of
ICANN will not have their legitimate voice during the process of the
selection of ICANN directors, one solution could be :
     to keep Article VI section 4 unchanged
     to decide that each At Large Council member will be selected with a
substitute that will replace him in case of
     acceptance of a nomination to be considered to serve on the board.

2. Number of members falling under 5000

The provision (article II, section 9, (h)) that if the number of members
fall belows 5000, the At Large Council will no have the power to elect
directors of the corporation seems good but is no precise enough.
Supposed that the number of members stay below 5000 for a while, some of
the At Large directors will finish their term and to my understanding will
step down from the board. Then the composition of the board will  be
inconsistent with article V section 4.
Is it also unclear how you restart the process of the election of the
boards directors (what will be the term of the new elected directors),
whether you continue to elect At Large Council members while the number of
members is below 5000.
A more precise wording is needed to avoid problem later.

3. Annual meeting location

It is proposed to consider that the normal location of the annual meeting
of ICANN should be near the principal office of the corporation.

I see no reason for this change. On the contrary annual meeting should move
around the world. In fact, in conjonction with the annual meeting of the
corporation, an open public meeting of the At Large members shall be held
(arcticle II, section 9 (f)). It is important to give the opportunity to
residents of different regions to come to such a meeting.