[Bylaws] My issues list

Timothe Litt litt at acm.org
Thu Oct 3 23:47:43 CEST 2013

I'm not sure this is a complete list, but better to put out a start than 
to try for perfection.   I encourage others to use the same philosophy.

Looking at the current charter, I see the following issues:

Eligibility says 'exclusive user of at least one domain name': Previous 
discussion indicates that this needs to be qualified. Does this mean 
GNSO domain name?

III A 1 "Organization" - incorporated is clear.  Unincorporated - needs 
definition.  Is my family an 'organization'?

Individual membership is an afterthought - e.g. H) vs  D, E - does an 
Individual have the right to have additional non-voting representatives?

> A 
> 3.            Agendas shall be published within 14 days of the meeting.
"at least 14 days in advance of"  (Is this practical?  Why is this 
longer than (4)
> 4.            Calls shall be announced within 7 days of their 
> scheduled time. Voting Members 
"at least 7 days in advance of".  Delete "Voting members"

B 3 i - prevents voting if one is a voting member of another 
constituency.  This doesn't work.  If anyone is a member of more than 
one, and all have this clause, that person can't vote anywhere.  Suggest 
"If member of more than one constituency, must select one constituency 
for voting, and refrain from voting in any other.  Such election can 
only be made once per year, coinciding with term of officers.)"

Large organizations, small organizations, individuals.  This is 
hopelessly confused.  First, this is based on dues.  We don't have dues 
- or at least have never collected them.  Personally, I wouldn't pay them.
> F.            Votes of member organizations 
"and individuals", or just "votes of members"

Remove references to dues.  EC should pass a formal, recorded resolution 
stating that dues have been waived for all members retroactively to 
founding, and no dues are due.  This is permitted by X B of the current 

Secretary - someone needs to be responsible for keeping group 
records/website.  So keep that.

Treasurer - to the extent that the group has access to funds (e.g. from 
ICANN or voluntary contributions), someone needs to be responsible.  Can 
this be delegated to ICANN staff?   I don't see the benefit to a member 
of holding this office - it's an accounting job, and the usual duties 
(e.g. holding bank accounts, investing money, preparing financial 
statements) don't seem a good use of member time.

Next, "large" organization have the option to buy a second vote by 
paying increased dues.  Whatever the history, this should be 
eliminated.  One domain holder, one vote.

Individuals - again aren't integrated.  I run a network for my family.  
As an 'organization', am I a) just me b) me and my immediate family?  c) 
me and my extended family (my network serves all of them)?  d) I run 
mailing lists for professional colleagues, some quite large -- so does 
that allow me to qualify as a small (or large) organization?

This language is a concern for individuals:
> ii.            An individual who holds any form of permanent or 
> temporary paid position with ICANN, including independent contractors 
> who have served ICANN in paid positions within the last six months. 
Why should an individual domain name holder be disenfranchised in this 
way?  Disclose: yes.  Disenfranchise: no

Bylaws changes - we need the ability to schedule a vote when ready, not 
once/year.  I would also like to see some language that allows 
reasonable flexibility for the EC to interpret bylaws / make reasonable 
accommodations for unforeseen circumstances (e.g. when we discovered the 
old rules couldn't replace an EC member who resigned).  Say a 
super-majority, or unanimous with the members allowed to easily object.  
(e.g. 5% members object requires a formal amendment.)

Membership - I believe every member should be required to file and 
maintain a SOI.  Voting (and participating on the discussion lists) is 
'creating/influencing policy'.   And the membership application is most 
of an SOI anyhow.

I don't have a strong position on whether there should be a Policy 
committee.  My only concern is getting people to serve.  We have lots of 
offices, but few people qualified and interested in investing the 
necessary time.  I'd rather have fewer offices until/unless there's a 
workload that requires expansion - and people willing/able/qualified to 
serve.  But I can be had.

Just as one domain holder should have one vote in one constituency, when 
geographic considerations apply, the individual can claim one geography 
- based on their primary legal residence. If someone can claim more than 
one, they must pick one - and can't change their election more than 

VII leaving office
  E - "per sections C and D" should include A, B, C & D - any vacancy 
should be replaced by an appointment, or if unexpired term is > 6 
months, and election.

XI Transparency.  All meetings shall have official minutes (which may be 
recordings), including any presentations.  If any executive session or 
restricted attendance meeting is held, minutes shall be restricted to 
those present (and others concerned/authorized by a vote of those 
present).  All other minutes shall be promptly published.  Any 
non-public minutes shall be reviewed at least annually by the EC to 
determine if they can be made made pubic.

Languages - specify that English is the working language of the group 
and records/written minutes shall be kept in that language; however, 
participation in other languages is encouraged and that the group will 
make reasonable efforts to locate members/staff support to translate 
submissions in (and to) other languages.

Standards of conduct

All officers and members are expected to disclose all interests bearing 
on a discussion, respect all opinions, and to encourage participation 
from the widest possible community.   This particularly includes 
facilitating communication in any language / timezone, and being careful 
to critique ideas, not people.  (By the way, this includes ICANN staff 
and board - I have noticed a tendency to demonize ICANN staff and board...)

EC prepares budgets.  Who authorizes expenditures?  Conflict of interest 
provisions (e.g. If budget allows EC travel, who actually approves?  
Can't vote to expend funds on self or related party?)

Timothe Litt
ACM Distinguished Engineer
This communication may not represent the ACM or my employer's views,
if any, on the matters discussed.

-------------- next part --------------
A non-text attachment was scrubbed...
Name: smime.p7s
Type: application/pkcs7-signature
Size: 5159 bytes
Desc: S/MIME Cryptographic Signature
URL: <http://lists.ncuc.org/pipermail/bylaws/attachments/20131003/e14a81f6/attachment.bin>

More information about the Bylaws mailing list