[NCUC-EC] Bylaws Resolved and to be discussed topics

[farzaneh badii]

All,

I finished the bylaws comments. I think we can have another meeting to
finalize, accept changes and send this to the board.
I have divided my points to resolved and to be discussed. If you have a
comment on any of the points please raise them here or in our final meeting
(date and time to be decided)

Here is the google doc:
https://docs.google.com/document/d/1m38v50W-vLjZLDAr6HoZzRXQP3aE9Xoz1RmlGqAIQ-Y/edit#

*Resolved:*
1. Can an Additional Representative serve as proxy pending replacement of
the OR?
Answer is: we just inform the organization, the organization can decide
whether AR can become a voting member or not. So AR does not become
automatically a voting member. note that the paragraph in our bylaws
specify that AR do become automatically official reps but as Rafik
mentioned, EC will leave it to the org whether they can vote
The bylaws read as:
 [Additional Representatives.Each Member may also designate one or more
individuals to serve as Additional Representative(s) to the Constituency.
Additional Representative(s) may not vote, but otherwise may participate in
the Constituency mailing list, discussions, and meetings. In case an
Official Representative resigns without notifying the NCUC of a new
Official Representative from the organization, *the Additional
Representative automatically becomes the representative of the organization
within the NCUC. *The Executive Committee shall, at its discretion,
determine limits to the total number of Additional Representatives that an
organization may appoint (provided that the limit shall apply to all
Constituency Members equally)]

2. Change procedural rules to operational rules

3. Ken asked: There are 8 EC members according to Section IV-B. Does 4
constitute a minimum quorum for ALL EC votes or only for these special
appointments? If it is a general constraint, then it should be stipulated
earlier in this section and, then, it does not need to be repeated in 5, 6,
and 7.

I responded: only for some appointment as indicated in the bylaws  a quorum
is needed.We can stick with a quorum of 4.

4. NCUC "Bylaws" was changed to NCUC "Charter"


*To be discussed:*
1. Leaving office paragraph:
D.  In case of removal or resignation of a representative or an officer,
the Chair, after consulting *with members*, may appoint a temporary
replacement to finish the remaining term of the resigning EC representative.

ICANN staff wonders  whether chair should consult with* all members *or
just with EC members regarding the appointment of a temporary replacement
for an elected officer or a rep.

He also made the point that: there are timeframes that determine whether an
> election is to be held or a temporary replacement named (e.g., if there are
> more than 6 months remaining, a new election is warranted). Staff can
> provide such options for consideration by the NCUC.


Note that in our current bylaws we do have such time limit but in the new
bylaws we don't. I think Chair should consult with members in case of a
resignation or a removal, make a call for expressing interest and if there
is an objection to that appointment then an election can be held. Or we
could put the time limit back.

2. Section II(I)(A) of the bylaws, reads as:
Financial Disclosure Statements.

A disclosure statement should be provided by an individual or an
organization who is receiving an individual or group research grant,
funding, or consulting fee from ICANN, another Supporting Organization or
GNSO Stakeholder Group, governments, or commercial entities involved in
ICANN-related activities. This should be done in a form and manner
prescribed by the Executive Committee, which will be published and
disclosed on NCUC online communication channels on ). These disclosure
notifications will be published on NCUC online communication channels.
Members can request the EC to keep parts of the disclosure statement
confidential; however, the EC will decide, at its own discretion, whether
to approve the confidentiality request. The list should be updated
periodically and old disclosures removed. The EC will follow up on any
disclosures they believe require further consideration. Failure to disclose
financial support in within three months of having been granted financial
support a timely manner will result in the reconsideration of membership.

Concerns are raised that due to attorney-client privilege lawyers cannot
disclose some of the info stated in this paragraph. we need to discuss this
paragraph in our final call.

3.  Accept all the changes Michael has made to the transparency section XII.


Best



Farzaneh
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