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RE: [registrars] Some bylaw thoughts and questions


Elana,
 
Thanks for answering some of my questions, however, I think my point may have been missed on some of them.  I have, in Red, tried to be clearer. 
 
Rob.
-----Original Message-----
From: Elana Broitman [mailto:ebroitman@register.com]
Sent: Thursday, April 24, 2003 4:57 PM
To: Rob Hall; Registrars Mail List
Subject: RE: [registrars] Some bylaw thoughts and questions

Thanks Rob - I'll answer them in the body of your email.  Just a reminder that from today to the 30th of April is the time for introducing amendments.  Thanks
-----Original Message-----
From: Rob Hall [mailto:rob@momentous.com]
Sent: Thursday, April 24, 2003 4:34 PM
To: Registrars Mail List
Subject: [registrars] Some bylaw thoughts and questions

Hello all,  I have some bylaw comments.  I have numbered them as per the online documents section.
 
2.1 has the sentence "Therefore to avoid conflicts of interest, this typically excludes entities whose primary relationship with ICANN is as a TLD Registry Operator.".  How does one determine what ones "primary" relationship is ?  Based on "first accredited" ?  Revenue ?  # of clients ?
[Elana Broitman] THIS WAS LANGUAGE PASSED BY THE CONSTITUENCY ABOUT A MONTH AGO - THE BALLOT THAT ROSS HAD PROPOSED.  WHILE WE'RE AMENABLE TO MAKING FRIENDLY CHANGES, SOMETHING ALREADY PASSED BY THE RC IS A HIGHER BAR TO CHANGE.  BUT, WE'D BE HAPPY TO CONSIDER SPECIFIC LANGUAGE YOU'D WANT TO ADD 
[Rob Hall]  Thanks for the update on how this came about, and how to change it.  But I need the question answered please.  If we can't answer it now, how do we ever enforce it ?  My point here is I think the bylaw is unenforcable and a re-wording should be considered.
 
 
2.3 - Non Registered Representatives.  There seems to be no limit as to whom I can appoint.  Does this mean a Registrar could appoint people who are not really related (ie: by employment or contract) to them ?  If someone off the street asked for my appointment, would I be free to give it ? Could I appoint people from Snapnames for example, who clearly have an interest in whats going on in ALL our meetings ?   I would suggest some wording here to limit the representatives to related parties in some way.
 PRECISELY - THE IDEA IS YOU CAN APPOINT CONSULTANTS, EMPLOYEES, ETC.  A NUMBER OF COMPANIES, INCLUDING YOURS, HAVE BROUGHT CONSULTANTS.  SINCE THESE FOLKS DON'T HAVE A VOTE AND CAN'T STAND FOR OFFICE, I'M NOT SURE WHAT THE HARM IS IN LEAVING THIS LANGUAGE LOOSE. 
 [Rob Hall]  Keep in mind that this group can stay through all meetings, while all others can be asked to leave.  I think the intent of the closed meeting clause was to ensure that only Registrars were present in the room should that need arise.  By opening this clause up, and allowing them to stay no matter what, you dilute the other clause about a closed door meeting.
 
2.4 reads "Publication of Membership - Contact details for each Member, and Registered Representatives shall be published on the Registrar Constituency web site."  Frankly, I am note sure that I wish my contact details to be public.  While I am happy to share them with other members of the constituency, I am not as happy to publish them to the world.  If this is to be a public website, I suspect you will end up with everyones main customer service numbers, which really doesn't help much.
 GOOD POINT, BUT YOU CAN SIMPLY INCLUDE THE SAME CONTACT DETAILS THAT YOU'VE PROVIDED TO THE ICANN REGISTRAR LIST SITE  
[Rob Hall]  Thats my point exactly.  It doesn't get you to where you need to be.  I would suggest a non-public list of Member contacts would be much more usable. 
 
3.4.4  I am not sure why we combined the vice chair and technology officer.  I suspect that the skills required for these two positions would be very different.  The skills of being a good Chair are very different than those of being a great techy (and frankly, I can think of a few people that would make a great CTO, but a terrible chair (and no, I am not speaking of Rick in particular!))  I suggest you seperate these two positions, thus creating a fifth position (which may also be helpful in balancing the exec committe a little more in the event of tie votes).
 THIS WAS PROMPTED BY A FEW OTHERS ON THE DRAFTING COMMITTEE WHO WANTED TO HAVE A VC FOR OBVIOUS REASONS, BUT DIDN'T WANT THE EXCOM TO ENTERTAIN ARGUMENTS ABOUT IT. SO, WE SIMPLY PICKED ONE - A FEW ADVOCATED THE CTO AND THERE WAS NO STRONG FEELING THAT IT SHOULD BE SOMEONE ELSE.  IF YOU WANT THIS CHANGED, IT'LL PROBABLY HAVE TO BE A STAND ALONE AMENDMENT 
[Rob Hall]  Actually, I think the VC is a great idea.  Too often the Chair is needed elsewhere at the ICANN meetings to speak to other constituencies etc.  I was not advocating the removal of the VC, rather the addition of a 5th member to the execom (that of Vice-Chair) and leaving the CTO as a stand alone position. 
 
4.2.1 requires that 45 days notice be given as an absolute.  I would suggest softening these time lines to "where possible, 45 days notice...."  You do not want to tie our hands, should a meeting be required.  I can think of a couple of practical examples, such as someone like the FTC calls a meeting that most registrars are going to attend, and it is convenient to meet at, or if you needed a second day at an ICANN meeting that wasn't previously announced.  I know this is nit picking, but I think we should allow ourselves a bit of flexibility while still maintaining the standard we desire.
I ACTUALLY AGREE WITH YOU, BUT OTHERS IN THE GROUP HAD A STRONG PREFERENCE FOR A TIME CERTAIN IN ORDER TO MAKE UP FOR THE PROBLEMS OF THE PAST WHERE MEETINGS AND AGENDAS WERE ANNOUNCED OR CALLED OFF QUITE LATE, MAKING IT DIFFICULT TO GET GOOD ATTENDANCE, GET THROUGH IMPORTANT ITEMS, ETC. ROSS AND RICK - WHAT DO YOU THINK?  
[Rob Hall]  I am concered this leaves us with no flexibility.  I know of no instance in the past where this has been abused, or meetings called/cancelled where they didn't absolutely need to be.   
 
4.2 In general.  I see no mention of minutes or things like "teleconference access" or "webcast" here.  I suggest we add phrases like "minutes will be kept, and available to all members of all meetings", and "where possible, meetings will have teleconference access for members, and will be webcast".
 GOOD IDEA - ROSS, PLEASE ADD THIS TO THE POSTED DRAFT. THANKS 
[Rob Hall]  Great ! 
 
4.3.1 - Not sure this really means anything.  Seems to try to limit those that work for a "Registry" from holding an office.  But I don't think it does.  First, by claiming they must be a "representative" of a Registry, that would allow the Registry to claim that a specific person does not "represent" them officially.  If I recall from earlier emails, was it not also the intent of this clause to limit participation by people that worked for a Registry that had sensitive "REGISTRAR" information ?  I think I remember Ross being concerned about someone who worked for a Registry, and may have information about specific Registrar practices.  If so, then the words "Registry Proprietary Information" probably should be "Registrar Proprietary Information".   But frankly, I suspect this entire clause is almost impossible to enforce.  How would one determine who had what ?  Sure, you could ask for a statement from the candidate that they had no "Proprietarty Information", but don't we all ?  Most of our contracts have NDA provisions, which would mean we all would have some of this information. And the phrase "with access to" is way to broad.  How should someone that has access to the information, but has deliberately chosen not to access it or be in possession of it be ruled out.  Is it not possible for someone to choose to not access it ? The last phrase of the bylaw suggest a time period from when someone was last in receipt of the information, but the first defines someone who may just have 'access' to it.  This appears to be in conflict.  Perhaps someone can explain to me the intent, and how this would be enforced. 
 AGAIN, ALREADY VOTED BY RC, SO TO CHANGE, YOU SHOULD INTRO AN AMENDMENT 
[Rob Hall]  Again, is it possible to answer my questions/concerns with perhaps what the intent is ?  I don't necessarily agree because we voted on something in the past it is automatically included now.  ROSS:  I think this was yours, can you comment perhaps ? 
 
4.3.5 would seem to suggest that even after an open nomination period, someone is not just acclaimed.  We could actually be in the situation where we can never elect anyone.  Are we sure we need this ?  If someone is nominated that is not suitable, surely we can find someone to run against them that is better qualified.
NO, YOU MUST MOVE TO AN ELECTION - WE JUST DIDN'T WANT THE LACK OF MORE THAN ONE CANDIDATE TO ACT AS CONFIRMATION - WHAT IF, IN FACT, THAT CANDIDATE IS NOT SUPPORTED? YOU GLEAN THAT BY SEEING MORE VOTES AGAINST OR REGISTERING THEIR VOICE, THAN ACTUALLY SUPPORTING THE CANDIDATE 
[Rob Hall]  Ok.  I can see both sides.  I would hope we would run someone against the candidate we found unsuitable. 
 
4.5.1.3 appears to desire to limit those that own more than one Registrar to one vote.  WHY ?  I know this has been debated in the past, but do we really think someone is going to go through the process of accrediting Registrars AND paying multiple membership fees for one additional vote ?  If we want to continue with this one, of limiting voting, I would like to see an additional clause that states that should a member in good standing own more than one Registrar, then all are members (for no additional fees) For example, if GoDaddy owns 2 registrars, and we limit their vote to one, we probably should also let both join as members for the cost of one membership. 
 
 I AGREE WITH YOU, AS DO OTHERS AND WOULD SUPPORT YOUR AMENDMENT - BUT, AS THIS IS A REAL CHANGE, AGAIN, YOU MUST PROPOSE IT AS AN AMENDMENT 
[Rob Hall]   OK.  Which part of my comments were you suggesting you agree with.  The not limiting to one vote, or the fact that if we do limit to one vote, all other owned registrars become members for the one fee payment ? 
 
4.7.4 - I am concerned that this would give rise to removing someone because they didn't attend a 'conference call' on  a specific topic.  I know we sometimes have conference calls on things like the budget that not everyone attends.  To remove an elected official because they didn't attend these non-mainstream calls seems a bit foolish.  Perhaps we should add wording to the effect of "constituency wide" conference calls or some such wording to avoid someone having to attend all the little, and sometimes very specific stuff.
 GOOD IDEA - I'LL WORK ON LANGUAGE 
[Rob Hall]  Thanks.
 
 
So there are my thoughts.
 
I think a great job has been done on these bylaws so far.  Way to go !
 
Rob.
 


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