[council] Bylaws Amendments relating to SO elections for ICANN Director

["Andrew McLaughlin" <mclaughlin@pobox.com>]

To the Names Council:

The proposed amendments to the ICANN Bylaws
<http://www.icann.org/general/bylaws-amend-27sept99.htm> were approved
unanimously by the Initial Board of Directors on September 27, 1999.

I'd like to first clarify what the amendments do and do not require, then
explain some of the Board's reasoning behind proceeding with the amendments
in the face of opposition from some members of the Names Council.

RESUCAL PROVISION
The Board approved the amendments as they were presented for public comment,
with one addition.  The addition is a sentence stating:  "In the event that
a member of a Supporting Organization Council accepts a nomination to be
considered to serve on the Board, the constituency group or other entity
that selected the Council member may select a replacement member for
purposes of that election."  The Board wanted to make absolutely clear that
no constituency would be deprived of its full voting strength because one of
its Names Council members accepts a nomination to be considered.

The recusal requirement applies as soon as an NC member accepts a nomination
to be a candidate.

RATIONALE FOR AMENDMENTS
In approving these amendments, the Initial Board noted the opposition of
some current members of the SO Councils, on the grounds that the proposed
Article VI, Section 4, was (i) not necessary and (ii) proposed only a few
weeks before the elections are to be held. On the merits, the Initial Board
believed that the amendments were essential for a fair, ethical, and
transparent election process -- members of the Names Council should not have
an unfair advantage over candidates who are not on the NC.

As to the timing of the proposal, the Board agreed that it would have been
better to adopt these amendments much earlier in the process. However, the
Board concluded that the temporary inconvenience that will be caused by the
amendments is outweighed by the importance of the principles at stake. In
order to make clear that no constituency group or standards development
organization will lose any of its voting strength due to the nomination of
one of its SO Council members as a candidate for the ICANN Board, the
Initial Board adopted a clarifying statement that the entity that selected
the nominated SO Council member will have the ability to name a replacement
for purposes of the election.

GEOGRAPHIC DIVERSITY
The Board noted the opposition of several organizations and individuals to
the proposed amendment to Article V, Section 6, which specifies that the
minimum geographic representation requirement will be enforced through the
At-Large portion of the ICANN Board.

First, the objectors argued that this amendment might effectively mean that
some regions will go unrepresented until the At-Large Director elections, to
be held next year. The Initial Board concluded that there is no practical
way to force a particular SO to elect a Director from a particular region --
after all, there are five geographic regions and the SOs each elect only
three directors. The Initial Board felt that an effort to dictate specific
geographic regions would be inconsistent with the basic autonomy of each SO,
and would be nearly impossible to enforce. Instead, the Initial Board will
apply the requirement that at least one director be a citizen of each of the
five geographic regions by means of the At-Large elections.

Second, the objectors argued that the proposed deletion of the former clause
(3) of Article V, Section 6 (see below) would allow more than half of the
Board to be citizens of a single region. This objection reflects a
misunderstanding of how the geographic diversity provisions interoperate.

     - As to the At-Large Directors, the new Bylaws provision continues the
rule that no more than half of the At-Large Directors can be citizens of
countries in the same geographic region.

     - As to the Directors elected by the Supporting Organizations, the net
result of the various applicable geographic diversity requirements -- which
are set forth in the ICANN Bylaws relating to the DNSO, in the ASO
Memorandum of Understanding (when completed), and the PSO Memorandum of
Understanding -- is that no more than four of the nine SO-elected Directors
can be citizens of countries in the same geographic region.

Thus, the Bylaws amendment maintains (and, indeed, strengthens) the overall
principle that no more than half of all ICANN Directors can be citizens of
countries in the same geographic region.

I will be happy to answer any questions, and will participate in the NC
teleconference on Thursday, if that would be useful.

Best regards,

--Andrew

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andrew mclaughlin            |                 senior adviser
internet corporation for assigned names and numbers
mclaughlin@icann.org       |       http://www.icann.org
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