[NCUC-DISCUSS] Revising the NCUC Bylaws

Sat Aug 8 17:18:47 CEST 2015

Hello

Buckle your seat belts, this is a ten minute ride.

On the recent free range thread that was supposed to concern filling the NomCom slot, several people expressed the view that it is high time to revise the bylaws.  If people are indeed prepared to roll up there sleeves and work on this now, fine, let’s do it.  Please be aware though that this is a lengthy process because once we work out a text we find more suitable, it then has to be cleared through the relevant staff and then the ICANN Board’s Structural Improvements Committee (SIC). Both will undoubtedly suggest or demand changes, so we can expect probably a half year delay from when we submit a revision to when the SIC finally gives its blessing.  This means that we will not be able to have a member vote to approve the revision until the November-December 2016 NCUC Election.  But we can begin the process now, and it will fall to the EC and Chair to be elected in a bit over three months to bring it to fruition in the first quarter and send it off to the power that be.

A little background for those who are new to this item.  To refresh my memory, I looked through about 80 saved messages on the subject going back to 2011 and the ncuc-discuss archive (which is always a fun way to get a sense of how much we’ve grown and changed over the years). 

Our current bylaws were Approved in September 2009.  I tried to find records of the discussion around this but cannot; we were dealing simultaneously with GNSO restructuring and the chartering of the NCSG, both of which were big battles with board/staff/business, and everything in the ncuc-discuss archive is on these.  Back then we tended to do a lot of work via informal channels so that must have been where the bylaws were evolved, but alas I can’t find relevant saved messages and can’t reconstruct what the thinking was.  I had just joined NCUC and the GNSO council, so I don’t think I was involved, but the people who did the work are still here on this list and can always fill in the blanks if they like.  

By 2012 a number of us started to notice gaps between a) the bylaws and how we were now actually operating, given the rise of the NCSG, and b) the NCSG charter and the NCUC bylaws.  Re: the former, among the more notable gaps were (and are) that: we no longer have a policy committee; do not charge membership dues; don't have a  Secretary-Treasurer (just a Treasurer); and EC members generally don’t “Ensure that members from their region are made aware of and respond to calls for comments by members of the Policy Committee on Working Group and other Council and other ICANN policy.”  Re: the latter, for ex: the NCUC charter reads like one can join without first joining NCSG (solved by the Join web form), and the NCSG charter and NCUC bylaws allocate different numbers of election votes to large and small organizations (solved by simply following the NCSG model).  As should be obvious from the list, none of these problems actually were significantly disabling in terms of the basic functioning of the constituency, but they did seem like things that merited fixing from a good governance standpoint.

In April 2012 the then Chair, Konstantinos Komaitis took a crack at some revisions, but didn’t finish before he had to step down due to job stuff.  So then a few of us—Amr, Avri, Nobert, Milton and myself——began to play with revisions in a Google doc version. https://docs.google.com/document/d/1eMYs3_odaFN01piVcvMAuxAu_nJyqX2oGYK1o10QuIU/edit <https://docs.google.com/document/d/1eMYs3_odaFN01piVcvMAuxAu_nJyqX2oGYK1o10QuIU/edit>  I no longer recall why we abandoned the effort, but probably it just didn’t seem pressing as the constituency was functioning and other stuff was going on.

In the December 2013 election I became chair and Ed and Tapani joined the EC.  Both really felt we needed to revise.  I was trying to start up this notion of “teams” that would assemble EC and regular members to perform different organizational functions, and so we created a Bylaws Team and set up a mail list http://lists.ncuc.org/cgi-bin/mailman/listinfo/bylaws <http://lists.ncuc.org/cgi-bin/mailman/listinfo/bylaws>, which about 20 members joined.  I raised the issue at multiple Constituency Day meetings but the conversations weren’t terribly deep and engaged. We did however have a little discussion on the bylaws list between August-October 2013, but then after we consulted with staff and realized there was no way we were going to be able to get a revision through them and the board in time for members to vote on it in the next election, the effort sort of wandered off.  After the next election, I asked another EC member to lead the Bylaws Team, but after some months it became clear nothing was going to be done. After this, as I explained on the bylaws list,

> On Apr 1, 2015, at 10:48 AM, William Drake <wjdrake at gmail.com> wrote:
> 
> I then reach out to several veterans including the folks who did the last version and said look why don’t we just take a week and do this, and the view was why bother when what we’d really like to do is see if we can’t move to the integrated SG model we advocated at the dawn of NCSG rather than doubling down on the dysfunctional constituency silo model.  So I started poking around with some board members and asking do you think it’s conceivable we could ever get the board to accept that, and got varying responses, some encouraging us to make a proposal and some saying that’d probably set off a more divisive holy war do you think it’s worth it.  Then the GNSO Review process was launched, in which context the structures of interest aggregation in the GNSO will be debated.  The initial draft from the consultant was full of agenda-driven nonsense, which we and others have pushed back on, and we’re now waiting to see what the revision will look like.  The consultant are to provide this in late April, and then the community review team will provide input, there’ll be a public comment period, etc.  By the BA meeting I would hope we will be able to have a more focused discussion, which together with the pending churn of the Board Structural Improvements Committee should provide clarity on the larger picture going forward.  If the upshot is that we are permanently wedded to a system that basically just wastes peoples’ time and distracts energies from policy work etc, then I would be happy to try once again to work with whomever is willing to spend some cycles to redo the Bylaws and align them with the current realities of the constituency’s role in the SG.  But we’re not there yet, and expending the time now while things are up  in the air and people are swamped with other items doesn’t seem so sensible.  I don’t believe the board is thinking about this or in a position to act anytime soon with all else that’s going on in parallel.

And subsequently, there arose further uncertainty due to the accountability process and the various membership models—I was getting contradictory advise about how things might be organized, whether NCUC was going to have to become a legal entity, etc.  So my sense was, let’s wait until we see what’s decided in Dublin (assuming something is) and then decide how to proceed.

But waiting makes some vocal folks unhappy, so fine, let’s start now anyway.  Of course, revising the bylaws is in effect saying to the board that we are content to live with the fragmentary C/SG structure they gave us, so we can forget about having some sort of integrative civil society formation like in every other open governance body, but I guess this is the path of lest resistance.

Here’s how I propose we proceed:

1.  I will ask Maryam to take the Bylaws Team and its mail list out of mothballs and add them to http://www.ncuc.org/participate/working-teams/ <http://www.ncuc.org/participate/working-teams/>  and http://lists.ncuc.org/cgi-bin/mailman/listinfo <http://lists.ncuc.org/cgi-bin/mailman/listinfo>.  It would make sense to have the conversations there, as back and forth over whether article II.1.c should say “a” or “the” will not be of interest to everyone on this main list.  I therefore encourage everyone interested in this question, and especially those who have complained about lack of action on it, to join the Team and its list and take a lead in moving things forward.  Conversely, any members who signed up in 2013 but no longer want to be there can just unsubscribe.

2.  People involved may wish to compare http://www.ncuc.org/governance/bylaws/ <http://www.ncuc.org/governance/bylaws/> with the changes proposed in 2012 at https://docs.google.com/document/d/1eMYs3_odaFN01piVcvMAuxAu_nJyqX2oGYK1o10QuIU/edit <https://docs.google.com/document/d/1eMYs3_odaFN01piVcvMAuxAu_nJyqX2oGYK1o10QuIU/edit>.  You could work off of the latter, or simply start over with a clean slate, whichever.  It might make sense to begin by working in “Comment Mode” so you don’t disturb the text until some consensus has been reached.

3.  It might be useful to begin by making a list of things that should be changed in order to conform with actual practice and the NCSG charter.  And a list of things that might be “nice to add” or delete. Build consensus in the team around these, develop a revision with line by line comments.  

If something can be assembled over the next two months, we can schedule a hour or more at Constituency Day in Dublin to go through it and discuss any particularly important decisions, like whether some sort of Policy Committee would still be needed for when the constituency wants to express its own views separate from a SG-wide consensus.  I also would argue for establishing a Vice Chair, and if we’re going down this route, registering with the US tax authorities as an independent entity so we can take donations more easily.  Inter alia.  Anyway, if we came out of Dublin with some broad consensus, then it will be easier for the new EC and the Bylaws Team to move this to conclusion be the end of the Q1 2016 and get it off to staff.

Ok that’ enough for one message…

Any thoughts, feedback, etc? 

Bill

*********************************************************
William J. Drake
International Fellow & Lecturer
  Media Change & Innovation Division, IPMZ
  University of Zurich, Switzerland
Chair, Noncommercial Users Constituency, 
  ICANN, www.ncuc.org
william.drake at uzh.ch (direct), wjdrake at gmail.com (lists),
  www.williamdrake.org
Internet Governance: The NETmundial Roadmap http://goo.gl/sRR01q
*********************************************************

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