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 [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
[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.