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 [Elana
Broitman] 4.5.1.3 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.