Amsterdam, public forum: Transition plan.

Alejandro Pisanty presenting at the public forum. Brief status report: Case for reform, ERC, public consultation, structured dialogues, new bylaws, assistance groups. Now: Transition article. Process going on on ccNSO, ASO. Transition article firs…

Alejandro Pisanty presenting at the public forum. Brief status report: Case for reform, ERC, public consultation, structured dialogues, new bylaws, assistance groups. Now: Transition article. Process going on on ccNSO, ASO. Transition article first published on November 24, amendments on December 8. Substance of the article: Transition board will be in place while new board members designated. Continue terms of board members willing to serve. Only those who state they want to participate in the transition process will remain. Transition board would be in (missing parts of the presentation since Chris Ambler is talking to me) place until first meeting with 2/3 of the new board. ccNSO: board seats will remain vacant until creation of ccNSO. But: Don’t want to have nomcom positions vacant, board will determine that member in consultation with ccTLDs. DNSO will go into the GNSO, with some transition provisions (like number of NC members per constituency). PSO to be discontinued. Board committees and advisory committees will be continued. ALAC to be seated. Taking into account community feedback on reconsideration process: Don’t treat losing, but legitimate reconsideration requests like frivolous ones. Reimbursement provisions taken out of the bylaws, leave this to budget rprocess. Revision of GNSO PDP schedule not taken up, but there is a review opportunity. “Public policy” specification proposal from the Shanghai board session: Not taken up, see December 8 report. Voting vs. non-voting president? Refer to corporate governance committee. Supermajority rules for nominating committee votes. ccNSO: ERC will receive input with public comments from ccNSO assistance group before Rio de Janeiro meeting. RIRs: Meeting in Mexico City about a month ago, people joining by teleconference, further e-mail exchanges, telephone conferences etc. Have been shuffling issues around. Sharing priorities for issues. “Fair assessment”: Sitting together to develop a framework for the establishment of a global addressing policy development process. Stay together, stick together, go as far as possible in the shared goal of icann and the rirs and the users of the addressing process and so forth for a stable, predictable environment for making addressing policy. End of presentation; microphone open on transition plan.

No questions from the public. Another opportunity in open microphone later. No questions from board members, except Amadeu. Amadeu at the lecturer’s desk, fighting with cabling his laptop: “Do you have insurance?” Cerf: “How many engineers does it take to get a powerpoint presentation running?” Unvoluntary pause. Now, Amadeu talking quickly as usually, capturing this will be hard.

Goal: “credible” board of directors. Lots of factors to credibility. Need diversity in the board. Need independence from any given group, company, etc. Going through some bullet points: Independence. Old board: SOs, at-large equilibrium. Now: 18 + 3 people putting lots of individuals to the board (showing one of Alexander’s pictures). Amadeu: No single group, person, interest, function, fraction should ever elect in any way more than half the board. Should be a requirement. Diversity: Most of the nomcom is composed of people and organizations already having a vote through SO in electing other board members. Where is diversity of interest here? Efficiency: Size is a driving factor. Taken the lesson for the Names Council, but not for the board? Now, 21 people plus advisors in a teleconference. Too much. Reduce number of nomcom elected directors from 8 to 5 or 6. 5 or 6 depends on voting status of CEO. Role of already-voting groups once again through nomcom, advisory groups.

Esther Dyson, from the floor: Tremendously important who is put into positions. New CEO? Not too much from the inside!

Jonathan Cohen: Maybe stickw ith process, but have 6 board members from nominating committee and 6 from the SOs, two or three from other sources. Maybe board itself.

Alejandro: ERC has discussed nomcom extensively, until Shanghai. Continuing tension from community. On the one side: board keeps getting too large, people worry about its efficiency, lots of politics, horse trading etc. On the other hand, bottom-up processes for wide representation, geographical and functional diversity. Not coming back to community and slapping them for being contradictory — both concerns are legitimate. Have to find balance. (…) Would never set anything around ICANN as cast in stone. Believes to have stricken a reasonable balance.

Wolfgang Kleinw臘hter stepping up to the microphone, on the ALOC meeting in the morning. Similar question discussed. Need clear guidelines for nomcom. Whom to select? Also, when board makes yes-no decision, it doesn’t have to explain this (exception: overriding GAC advice). Similar approach should apply elsewhere for better communication. Cerf: Advice that one might take, whether or not it’s put into the bylaws.

Hans Kraaijenbrink: Article 7 of the new bylaws, section 4. Selection of nominating committee delegates. Similar set of criteria will be found on the nominating committee for directors. ERC discussed this.

Vint: On Amadeu’s concept of the NomCom controlling the board. Board not as controllable as Amadeu is describing. Important to recognize that whoever is selected to serve on the board should be undertaking to serve the entire community, not just constituency.

Esther, from the floor: Selection vs. control. Experience that the board can’t be controlled. Amadeu: Question not whether the board is controllable. Question si whether we have a process that gives everybody the impression that increases legitimacy. Seats on nominating committee important because you will end up controlling the majority of the board. This will destroy legitimacy.

Linda Wilson: Article 6, section 7 of the bylaws — duty to act for community. Comment from Ripe-NCC.

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