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.