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

[Jeff Williams]

Karl and all stakeholders and interested parties,

Karl Auerbach wrote:

> 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.

  Of course you are quite right here Karl.  But as you know I have
spoken out in several posts to this forum concerned about the
rights of the At-Large members, the most important of which
is the right to VOTE on issues that effect them.  In other words
any policies that might be codified as ICANN policies or
"Best Practices".

>
>
> 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.

  How true.  And as such any stakeholder or member should be made
aware by the ICANN BoD and staff as to what issues are being considered
and requested to submit comments or propose other policies that they
feel would be more appropriate and resolutions by which they can
vote upon so as to have responsible decision making in policy
formulation.

>
>
> 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).

  Yes this have been mentioned on several instances recently and has
been the "Talk" amongst a number of ad-hoc groups all over the
globe.

>
>
> 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.

  Indeed they should.

>
>
> ICANN, besides being obligated to being "open and transparent" is required
> to be "accountable" - which raises the question: Accountable to whom?

  A good question and one as you know that has been ask time and time
again, and yet remains inadequately unanswered even to the US Congress,
as you know in the recent congressional hearings definitely document.

>  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.

  Yes it does!  The ICANN BoD and staff are accountable to ALL
of the stakeholders.  Thus far the ICANN BoD and staff have not
been.

>
>
> 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--

Regards,
--
Jeffrey A. Williams
Spokesman for INEGroup - (Over 118k members 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:  972-447-1800 x1894 or 214-244-4827
Address: 5 East Kirkwood Blvd. Grapevine Texas 75208