[ALSC-Forum] The at-large is not just about voting and directors' seats

[Karl Auerbach]

I'm watching the discussions on the at-large swirl round and round.  I see 
a lot of discussion about voting and directors seats, but there is an 
important item that doesn't seem to float by very often, if at all.

And that item is the rights of the at-large members.

Voting is nice, but unless a voter can learn about what he/she is voting 
about then an election is more of a popularity contest than a real decision 
on policy.

Today ICANN's processes are opaque - even I as a director can't get to 
information to which I'm legally entitled (such as the general ledger).

It is important that the At-large members each have, as an individual 
right, the ability to obtain that information they need to exercise their 
franchise.

ICANN, besides being obligated to being "open and transparent" is required 
to be "accountable" - which raises the question: Accountable to whom?  The 
answer is obvious - To the At-Large.  But what does "accountable" mean? 
It's a word that implies something beyond an abstract and meaningless 
right; it implies something with sharp teeth.

A useful initial list of access rights and mechanisms of accountability are 
enumerated by California law. (These would already be available to at-large 
members but for ICANN's attempt to declare itself above California 
corporations' law.)

I've appended the list below.  These all seem reasonable things for the 
at-large members to have beyond the mere right to participate once every 
couple of years in an election for someone to sit on the Board of Directors.

1. A meeting of members must be held in each year in which directors are to 
be elected.  Members may apply to the Attorney General to order such 
meeting if not timely held.

2. Special meetings of members may be called by 5% of the members.

3. Members are entitled to written notice of member meetings.

4. Members may act by written ballot.

5. Proxies are allowed unless withdrawn by bylaws or articles. Proxies may 
be limited by articles or bylaws. Proxies are revocable.

6. Members may bring derivative actions.

7. Most amendments to articles must be approved by Board and members (and 
any other persons specified in articles).

8. Board must send annual report to members.

9. Membership lists and accounting books and records and minutes must be 
made available to members for proper purposes.

10. Members may amend the bylaws; however, the bylaws may provide that the 
amendment may occur only with the approval of a specified person other than 
the Board. (e.g. SOs).

11. Directors elected by members may be removed by members.

12. The bylaws must specify a quorum requirement.

13. Members can bring legal actions to determine the validity of elections.

I recommend to the At-Large Study Committee that they enumerate the 
specific rights that At-Large members are to have to make the At-Large a 
meaningful body and the At-Large elections an opportunity for meaningful 
and informed decisionmaking.

               --karl--