Summary Meeting of the Membership Advisory Committee 2 February 1999

Summary of February 2 Membership Committee Conference Call

Prepared by Molly Shaffer Van Houweling, Committee Staff

Present:

Izumi Aizu
Diane Cabell 
George Conrades (chairman)
Kanchana Kanchanasut
Daniel Kaplan
Siegfried Langenbach
Nii Quaynor
Molly Shaffer Van Houweling (staff)
Mike Weinberg (Jones Day)
Jonathan Zittrain (Berkman Center liaison)

Conrades opened the call by thanking the committee members, especially Greg Crew, for their work analyzing the various membership models.

He then initiated a conversation about the models. He asked what the committee members' thoughts were, in general, about structures emphasizing individuals, emphasizing organizations, or a mix.

Conrades said his preference was for a model that emphasized individuals, but which also permitted one vote per organization.

Langenbach said that he preferred a structure based on classes. He said that the problem with individual membership is demonstrated by the membership mailing list. It's open to everyone, but dominated by just a few. At least with a class-based model, a few individuals won't be able to take over everything.

Kanchanasut asked Weinberg to clarify what the implications of a open membership were under California law. Weinberg replied that under California law the corporation must keep a list of members that is available to all members and allows them to contact each other--so an open model that doesn’t even maintain a list won't work. He also explained that members under California law have the right to amend the bylaws of the corporation, and to bring derivative suits. If you don't have a good handle on who your membership is, anyone could qualify for these special rights.

Cabell asked Weinberg what qualifications he would recommend. Weinberg said he didn't know, but the key is that the members have some stake in the outcome, and are not just there to cause trouble.

Kaplan said that his view was that the individual model should be enlarged to allow corporations and organizations to participate. But he saw problems with voting by classes, because it would be further complicated by the geographic representation requirements. Langenbach agreed that this might be a problem. Kaplan also raised a concern about the idea of an association class--he said there is no way to know whether an association is just one person, or what. Langenbach said that associations could be required to submit documentation and to pay a higher fee, which would discourage people from forming fake associations.

Weinberg mentioned that California law permitted corporations to limit the rights of members concerning changes to the bylaws. You can say that the bylaws can only be amended with approval of a third party. So you could have a second class of members (perhaps including corporations) that could vote on bylaws but not on directors. Conrades asked Weinberg to explain that provision in an email message.

Cabell said that she is in favor of bringing corporations into the mix, but she's not sure about the voting rights. Why can't corporations and organizations just encourage their employees and members to vote?

Kanchanasut suggested that corporations and organizations be permitted to nominate candidates but not vote on them. Cabell thought that would be a good idea.

Kaplan questioned the idea of only individuals voting. He said that corporations are the main holders of addresses and domain names. The problem with them asking their employees to join is that the employees may not represent the corporations' interests. Also, it's not transparent for individual members to say they represent themselves, but to really represent their employers.

Conrades asked Kaplan to clarify what rights corporations should have. Kaplan replied that they should have the same rights as individuals--one right per entity.

Cabell supported Kaplan's proposal. Quaynor said that corporations have ample opportunity to participate in ICANN, much more than individuals. So he tends to favor no significant rights for corporations. Perhaps corporations could participate by giving input (perhaps including nominations) or sponsorships, but not by voting or other rights. He emphasized need to create balance between individuals and corporations.

Aizu suggested a combination of the open and organizational models. Instead of trying to make distinctions between individuals and corporations, permit individuals who represent themselves and individuals who represent corporations. Corporations themselves could be members for the purpose of advising ICANN and nominating candidates. He also noted that for companies in the Asia-Pacific region, fees in the range of $50,000 are impossibly high.

Conrades asked whether corporations are adequately represented in the Supporting Organizations, as Quaynor implied.

Kaplan said there are two types of corporations to think about: 1) Internet professionals, 2) Corporate users of domain names and IP numbers. He said that #2 may not be adequately represented in the SOs. Quaynor responded that it's clear that individuals are not represented fully in the SOs: address registries don't have individual members, and the proposals for a domain name support organization don't emphasize individuals either. Individuals do participate in the IETF, which would presumably be a part of the PSO, however.

Cabell responded that Kaplan's point was that different companies have different interests. Some, say a sock company that uses domain names, may not be represented in any SO. Langenbach said that if an association is really interested, they can encourage their members to vote. He's no longer sure about classes. But he still thinks that corporations should be able to join the membership, in case they cannot or do not want to join the SOs.

Conrades asked Quaynor how he would deal with the sock company. He replied that he is not totally opposed to corporation membership (maybe non-voting), but he wants to see the proper balance, with an emphasis on individuals.

Conrades asked what Quaynor thinks about corporations getting one vote each. Quaynor said that he wouldn't object to that so much as to a system in which bigger corporations get more votes than small corporations.

Kaplan noted that only corporations that have a large professional interest join as non-voting members of ISOC.

Conrades asked the committee members to consider the question of what criteria would be required of individual members--email address, domain name, physical address. Langenbach said that domain name and email address are not the proper filters, although members should be required to have some Internet email access since ICANN will be communicating that way.

Conrades asked whether members should be required to have some "skin in the game," a demonstrable interest in domain name and IP number issues. Several committee members said that Internet users who are not domain name holders should be able to participate too.

Aizu said that phone and fax and physical address should be optional ways of identifying a member.

Quaynor supported the possibility of identification by physical address, phone number, or fax as well as email, to account for people who share email addresses.

Kaplan asked what we would do with the addresses--maybe they would just be for the record.

Aizu said we could use this information in case there was an allegation of violating of the voting rules and ICANN needed to verify a member.

Conrades asked about the suggestion that members have to wait three months before voting. Kaplan and Cabell indicated their support. Langenbach asked what the reason for the requirement was. Conrades said that it might discourage manipulation of the membership pool.

Conrades indicated that he hadn't heard support for the organizational model, but rather for the individual model with some role for corporations. He asked whether that is right. Conrades clarified that the key differences between the open and individuals models was the fee structure and identification methods.

Kanchanasut favored open model with non-voting corporations.

Zittrain asked what the group thought about a bicameral system in which corporations could vote for the purposes of changes to the articles of incorporation and other important decisions.

Weinberg said that an alternative would be to exercise that control by requiring all SOs to approve changes. But Conrades noted that the SOs don't represent the sock company.

Kaplan suggested the possibility of class-based voting only for changes to the articles, but not for election of directors.

Quaynor again stressed the importance of not giving too much power to corporations in the at-large membership--a veto power in effect for corporations.

Conrades asked for suggestions on how to work toward the meeting in Singapore. He asked Kaplan to report on when the committee might have a pre-Singapore meeting. Kaplan reported that it looked like March 1 would be the best date for maximizing participation. He asked whether that would be enough time to get the committee's work done.

The participants agreed that those who could should also meet in Boston on February 16, and in Singapore on Feb. 28. Cabell agreed to organize the agenda for the 16^th, Langenbach agreed to organize the agenda for the 28^th. Shaffer Van Houweling agreed to determine whether committee members would be available for a conference call on Feb. 18, to follow-up on the 16^th meeting.

Shaffer Van Houweling indicated that she would work on finalizing rooms for small meetings (around 15 people) on Feb. 18^th and March 1, and a large (100 capacity) room on March 2. The consensus was that those room sizes would be sufficient. Aizu suggested that if the committee is going to hold an open meeting on March 2, it should announce that quickly. Conrades agreed to follow up on that with Shaffer Van Houweling after conferring with Crew.