RE: [council] Opportunity to interview Michael Palage during the GNSO Council meeting on 17 March 2005

["Marilyn Cade" <marilynscade@xxxxxxxxxxx>]

Bruce, thanks for the close attention that you are giving to the election
process. Personally, I am very appreciative of the extra work that you have
undertaken in this process to ensure that the Council fulfils its
responsiblities.   All of us as Councilors owe you a "thanks". 

I would like to start to expect that these functions will be undertaken by
staff, in the future, but I know we are working toward those days, on both
our part as Council, and on ICANN's part, with the needed staff additions. 

Have we asked to have ICANN legal staff on the Council call for the time
frame when our nominated candidate, Mike Palage, is speaking with us?  I am
assuming that we will have the usual attention and support we have had in
the past, from the General Counsel's office, on our election processes,
overall.  Of course, with policy staff on board, the support may be actually
shared now, but there would still be a General Counsel role, I would think,
in just validating the processes we are following. I have just sort of taken
it for granted. 

-----Original Message-----
From: owner-council@xxxxxxxxxxxxxx [mailto:owner-council@xxxxxxxxxxxxxx] On
Behalf Of Bruce Tonkin
Sent: Wednesday, March 16, 2005 9:53 PM
To: council@xxxxxxxxxxxxxx
Subject: [council] Opportunity to interview Michael Palage during the GNSO
Council meeting on 17 March 2005

Hello All,

I have invited Michael Palage to make a statement to the GNSO Council
during the meeting on 17 March 2005, and to respond to questions from
the members of Council.

Council members have a responsibility to ensure that the person they
elect to the ICANN Board meets the selection criteria in the ICANN
Bylaws:


"In carrying out their responsibilities to fill Seats 9 through 14, the
Supporting Organizations shall seek to ensure that the ICANN Board is
composed of members that in the aggregate display diversity in
geography, culture, skills, experience, and perspective, by applying the
criteria set forth in Section 3 of this Article. At any given time, no
two Directors selected by a Supporting Organization shall be citizens of
the same country or of countries located in the same Geographic Region."

Section 3. CRITERIA FOR SELECTION OF DIRECTORS

ICANN Directors shall be:

1. Accomplished persons of integrity, objectivity, and intelligence,
with reputations for sound judgment and open minds, and a demonstrated
capacity for thoughtful group decision-making;

2. Persons with an understanding of ICANN's mission and the potential
impact of ICANN decisions on the global Internet community, and
committed to the success of ICANN;

3. Persons who will produce the broadest cultural and geographic
diversity on the Board consistent with meeting the other criteria set
forth in this Section;

4. Persons who, in the aggregate, have personal familiarity with the
operation of gTLD registries and registrars; with ccTLD registries; with
IP address registries; with Internet technical standards and protocols;
with policy-development procedures, legal traditions, and the public
interest; and with the broad range of business, individual, academic,
and non-commercial users of the Internet; 

5. Persons who are willing to serve as volunteers, without compensation
other than the reimbursement of certain expenses; and

6. Persons who are able to work and communicate in written and spoken
English.

Section 4. ADDITIONAL QUALIFICATIONS

1. Notwithstanding anything herein to the contrary, no official of a
national government or a multinational entity established by treaty or
other agreement between national governments may serve as a Director. As
used herein, the term "official" means a person (i) who holds an
elective governmental office or (ii) who is employed by such government
or multinational entity and whose primary function with such government
or entity is to develop or influence governmental or public policies.

2. No person who serves in any capacity (including as a liaison) on any
Supporting Organization Council shall simultaneously serve as a Director
or liaison to the Board. If such a person accepts a nomination to be
considered for selection by the Supporting Organization Council to be a
Director, the person shall not, following such nomination, participate
in any discussion of, or vote by, the Supporting Organization Council
relating to the selection of Directors by the Council, until the Council
has selected the full complement of Directors it is responsible for
selecting. In the event that a person serving in any capacity on a
Supporting Organization Council accepts a nomination to be considered
for selection as a Director, the constituency group or other group or
entity that selected the person may select a replacement for purposes of
the Council's selection process.

3. Persons serving in any capacity on the Nominating Committee shall be
ineligible for selection to positions on the Board as provided by
Article VII, Section 8.

Section 5. INTERNATIONAL REPRESENTATION

In order to ensure broad international representation on the Board, the
selection of Directors by the Nominating Committee and each Supporting
Organization shall comply with all applicable diversity provisions of
these Bylaws or of any Memorandum of Understanding referred to in these
Bylaws concerning the Supporting Organization. One intent of these
diversity provisions is to ensure that at all times each Geographic
Region shall have at least one Director, and at all times no region
shall have more than five Directors on the Board (not including the
President). As used in these Bylaws, each of the following is considered
to be a "Geographic Region": Europe; Asia/Australia/Pacific; Latin
America/Caribbean islands; Africa; and North America. The specific
countries included in each Geographic Region shall be determined by the
Board, and this Section shall be reviewed by the Board from time to time
(but at least every three years) to determine whether any change is
appropriate, taking account of the evolution of the Internet.

Section 6. DIRECTORS' CONFLICTS OF INTEREST

The Board, through a committee designated for that purpose, shall
require a statement from each Director not less frequently than once a
year setting forth all business and other affiliations which relate in
any way to the business and other affiliations of ICANN. Each Director
shall be responsible for disclosing to ICANN any matter that could
reasonably be considered to make such Director an "interested director"
within the meaning of Section 5233 of the California Nonprofit Public
Benefit Corporation Law ("CNPBCL"). In addition, each Director shall
disclose to ICANN any relationship or other factor that could reasonably
be considered to cause the Director to be considered to be an
"interested person" within the meaning of Section 5227 of the CNPBCL.
The Board shall adopt policies specifically addressing Director,
Officer, and Supporting Organization conflicts of interest. No Director
shall vote on any matter in which he or she has a material and direct
financial interest that would be affected by the outcome of the vote.

Section 7. DUTIES OF DIRECTORS

Directors shall serve as individuals who have the duty to act in what
they reasonably believe are the best interests of ICANN and not as
representatives of the entity that selected them, their employers, or
any other organizations or constituencies.


Regards,
Bruce Tonkin