-----Original
Message-----
From: Rob Hall
[mailto:rob@momentous.com]
Sent: Thursday, April
24, 2003 4:34 PM
To: Registrars Mail List
Subject: [registrars] Some bylaw
thoughts and questions
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
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
So there are my thoughts.
I think a great job has been done on
these bylaws so far. Way to go !