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.