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
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.
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
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
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?
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
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
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
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
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
So there are my
thoughts.
I think a great
job has been done on these bylaws so far. Way to go
!
Rob.