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.