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Subject: Upcoming discussion on By law corrections - a question on principles
Date: Mon, 24 Feb 2003
From: Cade,Marilyn S
To: Vint Cerf, Stuart Lynn, Alejandro Pisanty
CC: Louis Touton, Grant Forsyth, Philip Sheppard, BC List

Dear Vint and other members of the Board

The Commercial and Business Users Constituency officers have had a chance to discuss an item of some concern to us related to one particular area of the new by-laws, which we understand that you are discussing on Tuesday. Of particular concern to us is current bylaw Article X.3.6, concerning the election by the GNSO of two board seats. This raises a point of principle and we would ask you to ensure that the Board is aware of this principle before taking its decision.

The current by-laws say a winning candidate needs: "the affirmative votes of a majority of all the members of the GNSO Council." On behalf of the Constituency, we want the board to know that we believe that the majority of the constituencies understood this to be an intentional distinction from the application of weighted voting applying to policy. We understood from discussions with the ERC that the concern and rationale for weighted voting in policy development/approval was to ensure that unreasonable policies are not imposed on contracted parties. We have always agreed that that is important. However, another responsibility of the board is to ensure the enforcement of contracts, and consensus policies, once approved. We believe that the Board members elected by the GNSO should therefore have the broadest possible support of the GNSO.

That leads us to believe that the fairer mechanism is to maintain the concept of one representative, one vote, for the Board elections and other relevant elections. The General Counsel has interpreted this differently than we do, believing that weighted voting applies to everything and the correction before the Board seeks to clarify this.

While the approach taken in policy development/approval within the Council was not entirely satisfactory to our members, once approved, we have undertaken to work within the new system of weighted voting for policy development and approval. However, we recommend that for elections of the Board and probably for other elections undertaken by the Council, that it is most productive to ensure that candidates have the support of the broad majority of the Council. We are concerned that this cannot be achieved by weighted voting. Some might argue for a simple rule: let all votes be undertaken alike. We do not believe this will achieve the desired outcome of the broadest possible support for the GNSO elected board representatives. We further note that making this distinction should not be a problem since elections are not frequent occurrences.

Many thanks for your consideration of our concern.

Marilyn Cade, on behalf of the officers of the Commercial and Business Users Constituency

cc: Commercial and Business Users List