Compiled Comments on Proposed Revision to Bylaws: Alignment of Directors' Terms

Compiled Comments on Proposed Revision to Bylaws: Alignment of Directors' Terms

At its third annual meeting held on 15 November 2001 in Marina del Rey, California, USA, the ICANN Board informally expressed interest in revising ICANN's bylaws to provide that the expiration (and therefore commencement) of all Directors' terms coincide with the conclusion of ICANN's annual meetings. The Board requested the General Counsel to prepare and post for public comment proposed amendments to ICANN's bylaws that would accompish this alignment of Directors' terms.

Language for a proposed amendment to the bylaws was prepared by the General Counsel and was posted on 28 December 2001. Web-based and e-mail comment mechanisms were established, with a deadline of 31 January 2002 established for comments. The councils of the supporting organizations were also asked to submit any comments they might have.

The following comments were received:

A. On the Web-Based Comment Forum

Comment 1:

Username: GettingScrewed [Real Name: knowitall jones, no e-mail given]
Date: Mon, December 31, 2001
Subject: Director's Terms

Message: Whatever gets Hans Kraaijenbrink out the door quickly is the best solution.

Comment 2:

Username: karl.auerbach [E-mail: <karl@cavebear.com>]
Date: Sun, January 6, 2002
Subject: This amendment does not fix the different *lengths* of the terms

Message: This proposed amendment changes only the ending date of the terms; it does not remedy the problem that the elected at-large Directors
received short two year terms while the SO directors received longer three year terms while the original directors are now heading into
their fourth year. And the President could conceivably occupy his/her ex-officio seat for life.

Of course, as the matter stands today, the question is partially moot - there is no provision in ICANN's Articles of By-Laws for there ever
to be another at-large election for directors, so unless things change soon there won't be any elected at-large Directors to serve even those
shorter terms.

The terms of Directors and the Director/President should be strictly limited to 24 months per term with a maximum of two terms every ten
years.

Comment 3:

Username: cambler [E-mail: <info@iodesign.com>]
Date: Sun, January 13, 2002
Subject: No changes until elections

Message: While I still believe that the boardsquatters should resign immediately, and that at-large elections should account for the promised nine board seats, I strongly feel that no board member (especially the existing at-large-elected board members) should be required to step down until such time as at-large elections are held.

Christopher Ambler
CTO, Image Online Design, Inc.
The .Web Internet Domain Registry
http://webtld.com

B. By E-mail

Comment 4:

Date: Sun, 30 Dec 2001
From: Jeff Williams <jwkckid1@ix.netcom.com>
Organization: INEGroup Spokesman
Subject: Re: [ga] Proposed Amendment to the ICANN Bylaws on Director Term Alignment

Patrick [Corliss], Louis and all assembly members,

This again would seem to be another "Moving of the goal posts" move or provision that would limit the potential impact that new At-Large elected directors could have on ICANN policy rather than an improvement to the management of ICANN itself. I find it a very thinly vailed attempt to "Hood Wink" the stakeholders... Louis, you should be ashamed!

[copy of announcement of posting of proposal snipped]

Regards,
--
Jeffrey A. Williams
Spokesman for INEGroup - (Over 121k members/stakeholdes strong!)
CEO/DIR. Internet Network Eng/SR. Java/CORBA Development Eng.
Information Network Eng. Group. INEG. INC.
E-Mail jwkckid1@ix.netcom.com
Contact Number: 972-244-3801 or 214-244-4827
Address: 5 East Kirkwood Blvd. Grapevine Texas 75208

C. From the Supporting Organization Councils

Comment 5:

Subject: Proposed Amendment to the ICANN Bylaws on Director Term Alignment
Date: Fri, 18 Jan 2002 09:47:41 +0100
From: "Philip Sheppard" <philip.sheppard@aim.be>
Organization: AIM
To: "Louis Touton ICANN" <touton@icann.org>, "Stuart Lynn ICANN" <lynn@icann.org>

Louis and Stuart,

At yesterday's NC meeting, Elisabeth raised a practical point regarding the proposed alignment of directors terms. See below. Could you comment please. Certainly in the election timing and process is one of our objectives.

Philip

----- Original Message -----
From: "Elisabeth Porteneuve" <Elisabeth.Porteneuve@cetp.ipsl.fr>
To: <council@dnso.org>; <touton@icann.org>
Sent: 17 January 2002 18:55
Subject: Re: [council] Proposed Amendment to the ICANN Bylaws on Director Term Alignment

Re: Proposed Revision to Bylaws: Alignment of Directors' Terms
http://www.icann.org/general/proposed-bylaw-revision-28dec01.htm

As the follow up to the today meeting, I oppose the Proposed Revision to Bylaws: Alignment of Directors' Terms.

Rationale: the ICANN process is already very time consuming, and not efficient. Adding the moving end of Directors' Terms will increase to the complexity and make this organization even more difficult to comprehend.

The are years, as 2002, when there is 3 ICANN meetings, and in January neither the date nor the place of the last one are known (I am not criticizing, but reporting reality facts). It will have impact on the date when the Supporting Organizations will held election for ICANN Board. As an immediate outcome the moving end will raise unnecessary and time consuming bureaucracy each year on interpretation of procedures. Which eventually will transform ICANN to an useless body not having any spare time to determine policy matters related to the Internet.

I propose the Bylaws be modified with regard to all SO's directors. I suggest to fit the beginning of mandates with the calendar year, and keep the SO's elections terminating by the end of September. Such system could give time - three months - to learn the Corporations responsabilities for newly elected ICANN Directors. The immense advantage is that multilingual and multicultural world can easily understand it.

Elisabeth

Response to Comment 5:

Subject: [Fwd: [council] Proposed Amendment to the ICANN Bylaws on Director Term Alignment]
Date: Fri, 18 Jan 2002 12:55:24 -0800
From: Louis Touton <touton@icann.org>
To: Philip Sheppard <philip.sheppard@aim.be>
CC: Stuart Lynn <lynn@icann.org>

Philip,

We believe that a review of the actual proposal (posted at <http://www.icann.org/general/proposed-bylaw-revision-28dec01.htm>) should disspell the concerns raised in Elisabeth's note. The revision in fact would simplify the selection procedures, not complicate them.

The concerns raised seem to be premised on the notion that the timing of selection would depend on the timing of ICANN's annual meeting. But the very first sentence of the proposed revision provides a bright-line rule as to timing:

(b) Prior to October 1 of each year beginning in the year 2000, each Supporting Organization entitled to select a Director (other than an Original Director selected by the Supporting Organization under Section 2 of this Article) shall make its selection according to the procedures specified by Article VI (including Articles VI-A, VI-B, and VI-C).

Thus, the selection must be made by 1 October of each year regardless of when the annual meeting is held.

We hope this addresses the question and concern.

Best regards,

Louis Touton

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