October 10, 1999
Please accept these comments on the proposed At Large Membership.
After reading the initial proposal and completing the following comments I've come to think that, perhaps, the proposal's basic problem arises from fitting the organization within the confines of the CNPBCL. So, in addition to my several micro comments below, I suggest that the organization consider another venue for the corporation.
Note: My "TL Comments" below use green ink.
Sincerely,
Thomas Lowenhaupt
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ARTICLE II: MEMBERSHIP
Section 1. GENERAL
The Corporation shall not have members as defined in the CNPBCL (as defined herein), notwithstanding the use of the term "Member" in these bylaws. Instead, the Corporation shall allow individuals (described in these bylaws as "Members") to participate in the activities of the Corporation through the selection of an advisory body known as the At Large Council. Such individuals ("Members") will have the rights, and only the rights, set forth in these Bylaws, and shall not be members as defined in the CNPBCL.
[TL Comment: I suggest the term "gull" be used for those "individuals" accepting the title of "member" but not the rights and responsibilities.]
Section 2. REGISTRATION OF INDIVIDUALS
The Corporation shall develop and maintain a registration system whereby individuals can register to participate in the selection of the At Large Council. An individual so registered in compliance with the terms of these Bylaws shall be, during the effectiveness of such registration, referred to as a Member. The Board shall establish (i) criteria for such registration, including, but not limited to, requiring registrations to be filed within certain dates, the payment of a fee or dues, if any (subject to Section 3(b) of Article III), the provision by the individual of a valid electronic mail and/or physical address and proof of citizenship and/or residency and (ii) expiration dates or times for such registration. If registration fees or dues are established, the Board may establish different fees or dues for different persons and may waive or reduce the fees or dues for specific persons or groups of persons for reasonable purposes.
[TL Comment: Are we proposing that gulls pay a fee but that the individuals and corporations that comprise the likes of the DNSO, PSO, ASO… not pay a fee? What about the board members, do they pay a fee to belong to this exclusive club? Or is it just the gulls that might be required to - pay up or shut up?]
Section 3. REGISTRATION LIST
The Corporation shall, pursuant to policies adopted by the Board and consistent with other policies of the Corporation, provide a method for Members to communicate with other Members in such ways and under such circumstances as the Board determines are appropriate and desirable.
[TL Comment: If there really were members (with rights and responsibilities) I would like to see their rights to communicate with one another spelled out. A clause saying "systems to facilitate member organization, discussion, and communication shall be implemented prior to the adoption of any permanent rules by the organization…" would seem appropriate. ]
Section 4. TERMINATION
A Member's registration shall terminate on the occurrence of any of the following:
(a)
The request of the Member;(b) Expiration of the registration, unless renewed in accordance with any renewal terms fixed by the Board;
(c) Failure to pay when due any applicable fees or dues;
(d) The provision of any false or misleading information in the registration;
(e) Failure to maintain compliance with any of the registration criteria;
(f) Use of the methods made available pursuant to Section 3 of this Article II for an improper purpose or for any purpose not approved by the Corporation;
(g) A finding by the At Large Council or the Board (or the designee of either of them), after notice (by electronic mail at the electronic mail address provided by the Member) and a reasonable opportunity for the Member to respond, that the Member has engaged in conduct prejudicial to the Corporation's purposes; and
(h) Such other reasons as may be determined by a two-thirds vote of the Board.
[TL Comment: Election funds should come out of the ICANN's general budget, and derived from fees to the end user, ISPs, domain name holders, etc. I'd estimate the average Internet user pays US$240 per year. The ISP, DNH, or telecommunications provider should be able to ante the funds necessary to run an election. Let's not be accused of running an exclusive club here. Remember, TAX, as in poll tax, is a negative term.]
Section 5. TRANSFER
No Member may transfer (including by a proxy) his or her registration or permit another person, other than the Secretary or an Assistant Secretary of the Corporation, to exercise any rights with respect to the registration or the person's status as a Member, provided that a Member may, in writing or by electronic mail (subject to reasonable verification procedures), grant to the Secretary or an Assistant Secretary of the Corporation a right to exercise any voting rights associated with the registration or the person's status as a Member.
[TL Comment: Responsible members should have the right to use proxy in their organizing efforts.]
Section 6. INITIAL SELECTION OF THE AT LARGE COUNCIL
As soon as is reasonably practicable following the first date on which the Corporation has in existence not less than 5,000 Members, the Members shall select, pursuant to a process (which may include a quorum or participation requirement) established by a two-thirds vote of all the members of the Board, six individuals to serve on the At Large Council. One of the six individuals shall be selected by the Registrants who are resident in countries located in the Africa Geographic Region, one shall be selected by the Registrants who are residents in the Latin America/Caribbean islands Geographic Region and four shall be selected by the Registrants as a whole. Following this selection, the Board will examine the selection process and results to determine whether the process and results were reasonably fair and furthered the proper purposes of the Corporation. If, by a two-thirds vote of all the members of the Board, the process is determined to have been fair and effective, then (i) the individuals selected shall become members of the At Large Council and it shall be deemed to have come into existence, (ii) the At Large Council will select three persons to be At Large Directors of the Corporation to replace three Initial At Large Directors of the Corporation so designated by the Initial At Large Directors, and (iii) the Corporation shall, as soon as is reasonably practicable, permit the Members to select the remaining members of the At Large Council pursuant to the process used to elect the first six members of the At Large Council, with such modifications as may be approved by two-thirds of all the members of the Board, following which the full At Large Council shall select the remaining six At Large Directors. If two-thirds of all the members of the Board determine that the election process was not fair and effective, the election shall process shall be deemed void, and the Board shall promptly establish a new method to select the first six members of the At Large Council.
[TL Comment: Section 6 can be fixed as follows (insets underlined, strikethroughs are out):
As soon as is reasonably practicable following the first date on which the
Corporation has in existence not less than 5,000 Members, the Members shall
select, pursuant to a process (which may include a quorum or participation
requirement) established by a two-thirds vote of all the members of the Board,
six individuals to serve on the At Large Council.
[TL Comment: What I've done here is drop the "Council" idea in favor of a direct election of the At Large Board by the members. Also, I've presumed that, however faulty, those selected in the initial election by the 5,000 will be more representative than the interim "virgin birth" board members. They are to keep their board seats while correcting the process, as needed.]
Section 7. THE AT LARGE COUNCIL SELECTION
[TL Comment: Eliminate the At Large Council.]
Section 8. SELECTION OF DIRECTORS BY THE AT LARGE COUNCIL
[TL Comment: Eliminate the At Large Council.]
Section 9. PROVISIONS AFFECTING THE AT LARGE COUNCIL
[TL Comment: Eliminate the At Large Council.]
End of preliminary comments.