Changes to the ICANN bylaws should establish the long-term inclusion of the public voice in ICANN, without being so prescriptive as to limit the Membership's adaptive flexibility in the future. Bylaws that are well-drafted and insulated from frivolous change are likely to increase the public's support for ICANN and their sense of the organization's legitimacy. Therefore, the ICANN Board should seek to make appropriate changes to its bylaws immediately-at the Annual Meeting in November 2001, if possible; at the Public Meeting in February/March 2002 if not.
Article II (Membership)
Description of the At-Large Membership structure constitutes Article II of the current bylaws. Article II is intentionally vague, however, and with the possible exception of Section 1 (describing the status of the At-Large Membership under California law ), the entire Article should be redrafted.
Article II, Section 2: Creation and Structure of an At-Large Membership. This section should lay out the basic structural elements of the Membership, including:
1. Membership should be open to any individual that has Internet access and an expressed interest in ICANN's activities. To the extent that the Membership may need to establish membership barriers for authentication purposes, those barriers should be as low as possible.
2. The Membership's internal functions shall be guided by a Membership Council accountable to the Membership itself. The Initial Council should be made up of the nine At-Large Directors elected by the Membership pursuant to Section 3 (see below), and by the nine "runners-up" in the 2002 At-Large Election. Upon assuming their seats, the Initial Council's first priority should be to propose a slate of activities for the Membership Council and a system for selection of Membership Council Members by the At-Large Membership.
3. The Membership's internal deliberations shall be facilitated and administrative support provided to the Membership Council by a Secretariat. This non-partisan, staff-level position should be appointed to a one year term by a majority of the Membership Council, and would be replaceable in mid-term by a two-thirds vote of the Membership Council.
4. Additions to this structure may be established by a two-thirds vote of the Membership Council.
Article II, Section 3: Election of Nine At-Large Directors. This section should describe a direct election by the full Membership of a number of At-Large Directors equal to the total number of Directors chosen by the Supporting Organizations. With the exception of the 2002 election (in which a full set of nine At-Large Directors should be elected), elections of At-Large Directors should be staggered, with a third of the total number of At-Large Directors elected each year.
Article II, Section 4:Terms of At-Large Directors. At-Large Directors should serve three-year terms on the Board and until his successor is elected and qualified, with the exception of those Directors elected in 2002. Of the Directors elected in 2002, one-third should be randomly selections to serve one-year terms, one-third chosen to serve two-year terms, and one-third chosen to serve full three-year terms. These selections should be announced at the time that the At-Large Directors assume their seats at the Public Meeting in 2002.
Article II, Section 5: International Representation. At-Large Directors should be elected in such a way as to ensure geographic diversity. This should include:
Article IV: Powers
Article IV, Section 11: Removal of a Director. Any Director may be removed following notice and a three-fourths (3/4) majority vote of all members of the Board; provided, however, that the Director who is the subject of the removal action shall not be entitled to vote on such an action or be counted as a member of the Board when calculating the required three-fourths (3/4) vote; and provided further, that each vote to remove a Director shall be a separate vote on the sole question of the removal of that particular Director. A Director selected by the At-Large Membership can be recommended for removal by the At-Large Membership Council through procedures adopted by that Council and ratified by the Board. A Director selected by a Supporting Organization can be recommended for removal by that Supporting Organization through procedures adopted by that Supporting Organization and ratified by the Board. Upon such recommendation for removal, the Board shall vote to remove such Director. If the Board, without a recommendation by the At-Large Membership Council or the Supporting Organization, seeks to remove more than one Director selected by the At-Large Membership Council or a Supporting Organization within a four-month period, the Board must show reasonable cause for its action.
Article IV, Section 12, Vacancies. Vacancies that may occur in At-Large Directorships shall be filled by the At-Large Membership Council , through procedures adopted by the Council and ratified by the Board.
Article V: Structure of the Board of Directors
Article V, Section 4: Qualification of Directors After the Initial Board. This section should be revised to provide for:
Further, any newly-selected or -elected Directors should assume their seats at the conclusion of the Public Board Meeting immediately following their selection or election.
| 4. Proposed Action Plan & Timeline of Activities | 4.2 Timeline of At-Large Activities |
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