Re: [ga] Jonathan Cohen elected for 1 year term at the ICANN Board

["A.M. Rutkowski" <amr@chaos.com>]

At 03:28 PM 10/19/99 , you wrote:
>What exactly do these provisions mean in plain english?  In what sense 
>does the BoD choose its own successors?

Hi Joe,

One of the basic dichotomies in constructing a non-profit
corporation is to make it open or closed.  Open corporations
are constructed around a membership that elect the Board of
Directors to serve the interests of the members.  Closed
corporations are constructed around the board itself, which
elects its successors.  ICANN is of the latter type.  Indeed,
there is a double "wrapping" of insulation.

In ICANN, external parties (who in open corporations would
be the members) elect Councils, who "select" individuals
for Board of Director positions.  It is then the Board
itself that "elects" to place these individuals on the Board.
They could, in theory, refuse to do so - which would entail
"selecting" another person for consideration.

I know of no similar organization that has ever been constructed
with this level of complexity  - which in theory exceeds that of
the U.S. government or the U.N.