RE: [registrars] Bylaw Request

["tbarrett" <tbarrett@encirca.com>]

Actually, I agree with Michael that the proposed bylaws could use some work
in the area of conflicts of interest and disclosure.

"Those nominated to stand for election must disclose their interests
"including contracts of employment or personal services to a Member, any
member of another ICANN Constituency, or other Observer to the Constituency.
Such positions shall include, but not be limited to: officer, director,
consultant, or employee." etc..."

I think the current language too narrowly defines areas of disclosure.  For
example "member (or observer) of another ICANN constituency" means what?
Someone who pays dues to another constituency?  Someone who attends ICANN
meetings?  Is a company automatically a member or observer of a constituency
if they never have attended or observed an ICANN meeting?

We need to allow members to disclose potential conflicts even if the
specific situation was not originally specificed in the bylaws.

For example: Lets' say Proctor & Gamble decides to sue a Registrar A because
a registrant registered a doman name that P&G claims infringes on a
trademark and P&G is not happy with how the Registrar is handling it.  In
the course of its dispute, P&G (or its law firm) engages the services of
Registrar B for investigation, etc..  Is Registrar B required to disclose
this?  I would hope so.  But under the current wording, they are not.

I propose adding the following sentence: "A member is required to disclose a
contractual relationship with ANY third party who is pursuing legal action
against another member."

Comments?

Tom Barrett







-----Original Message-----
From: owner-registrars@dnso.org [mailto:owner-registrars@dnso.org] On Behalf
Of Tim Ruiz
Sent: Wednesday, April 30, 2003 11:25 AM
To: ross@tucows.com; 'Michael D. Palage'; registrars@dnso.org
Subject: RE: [registrars] Bylaw Request


Ross,

I think the proposed bylaws cover the disclosure issue, and leave the dues
issue open ended as it should be.

Tim

-----Original Message-----
From: owner-registrars@dnso.org [mailto:owner-registrars@dnso.org] On Behalf
Of Ross Wm. Rader
Sent: Wednesday, April 30, 2003 9:50 AM
To: 'Michael D. Palage'; registrars@dnso.org
Subject: RE: [registrars] Bylaw Request

> I believe that ANY elected representative and their registrar
> employer MUST
> disclose all relationships with ICANN contracting parties. 

Disclosure is dealt with in many areas in the bylaws. Section 4.6 lays out
most, if not all, of the details...

Those nominated to stand for election must disclose their interests
"including contracts of employment or personal services to a Member, any
member of another ICANN Constituency, or other Observer to the Constituency.
Such positions shall include, but not be limited to: officer, director,
consultant, or employee." etc...

Dues are a subject that isn't dealt with by the bylaws - the executive
committee and the membership are free to set dues at whatever they want to
(including $0). The amount of these dues isn't something that should be
specified in the bylaws unless the constituency wants to require that
changing the dues would require a 2/3 vote of the constituency. (5.1. The
Registrar Constituency Members shall arrange any necessary finance for the
Constituency in a manner to be agreed by the Constituency.)

As Elana mentioned, if specific changes are desirable, then specific wording
in the form of an amendment would be useful for everybody involved.

I'd like to hear from other member registrars whether or not the current
disclosure language and method of dealing with dues/non-dues is appropriate
as well. Its easy to change now...

                       -rwr




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