Comment on ICANN resolution for extension of Interim Board of Directors

["Nick Lordi" <nlj@research.telcordia.com>]

At first glance, one may consider the resolution posted at
 <http://www.icann.org/santiago/initial-director-term-resolution.htm>
as merely exercising an existing provision in the bylaws.

However, to have such a major proposal posted in such an innocuous manner
less than seven days prior to the board meeting is inexcusable.

This resolution should be immediately withdrawn, as it does not conform 
to Section 3 of the bylaws, "Notice and Comment Provisions", which provide 
for "public notice on the Web Site explaining what policies are being 
considered for adoption and why;" and  "a reasonable opportunity for 
parties to comment on the adoption of the proposed policies, to see 
the comments of others, and to reply to those comments".

First, the proposal does not explain "why" this policy should be adopted.  
There is no analysis, only the resolution itself is posted.  
Second, five days to post, review, and reply to comments does not represent 
a reasonable opportunity for comment.

If the Interim board truly believes its services are needed for a longer
period, they could volunteer their services on one of the many advisory 
committees.

As stated in the June 98 Dept. of Commerce's whitepaper
 <http://www.ntia.doc.gov/ntiahome/domainname/6_5_98dns.htm>
regarding the structure of the new organization, the new corporation should:

  "direct the Interim Board to establish a system for electing 
   a Board of Directors"

It is therefore clear from the whitepaper that a major goal of the 
Interim Board was to establish a system for election of Board members. 
However, we have not yet seen such a system established, and this should 
not be used as an excuse to extend the term of the board for another year.

In conclusion, I believe this resolution should be withdrawn, since it does
not conform to Section 3 of the ICANN bylaws, "Notice and Comment Provisions".

However, with the board's current term set to expire in 5 weeks, and 
no system yet established to elect a new board, an alternative is in order.

A new new resolution should be drafted, posted, given a reasonable
comment period, and clearly address why it is necessary.
Such a new resolution could be drafted along the lines of what 
Michael Froomkin suggested in his previously posted comments:

   "as an interim measure three board members agree to be chosen by lot 
    to volunteer to resign, and that the Board replace them with new 
    interim directors who better represent the diversity of views on 
    contentious issues."

While I would suggest half the board members volunteer to resign, the
number itself isn't as important as the action.  ICANN needs to establish 
trust, and such an act would go a long way in establishing trust.

Sincerely,

Nick Lordi
Telcordia Technologies
nlordi@telcordia.com