Re: [council] Regarding proxies

[Sophia B <sophiabekele@xxxxxxxxx>]

Finally, I am not sure that I accept an explanation that a councilor doesn't
have to transfer proxy because he is voting the constituency's views ... a
councilor may still have a conflicting interest... regardless.....this needs
to be declared... and I personally want to have clarification of whether
proxy can be passed, when a councilor is conflicted, with direction or has
to be passed neutrally, and to a neutral party.

I agree with this entirely...it needs exploration. The constituency needs an
unbiased representation.

Finally, perhaps we might task all councilors to bring in examples of how
conflicts are handled, not only hearing how CIRA, but also ISOC how they
address, if they do, and ask other entities, like InternetNZ, RIPE NCC,
CENTR, etc. for ideas, and experiences. Given our host is InternetNZ, we
could invite Keith Davidson, the ExeDir to talk to us about their approach,
in person, in Wellington. I confess to knowing about it... from my
colleague, Grant Forsyth, who is a counselor, but he should describe... as
the expert...

I agree with this as well.. if we are still discussing the conflict of
interest issue for councilors, then SOX will definitly not apply to such
organizations.  The guidelines we need to come up with for ICANN is a bit
more complex and need to focus on *'transparency'* over the existing
perceived conflict of interest.
Regards
Sophia



On 07/02/06, Marilyn Cade <marilynscade@xxxxxxxxxxx> wrote:
>
>  Thanks, Bruce.
>
>
>
> While I appreciate asking the GC of ICANN for his views, I also think that
> the Council should establish its policy regarding proxies, and propose any
> needed amendments to the bylaws. And we should of course, seek ICANN counsel
> advice.
>
>
>
> Otherwise, we will find Councilors reluctant to allow votes/meetings when
> they are physically unavailable. Since most councilors from constituencies
> are "required" to vote the views of their constituency -- most, but not all
> -- it is probably reasonable that the constituencies will want to exercise
> proxy, even if a councilor is unavoidably unavailable.
>
>
>
> I have personally missed only a few meetings -- usually when in the air
> for international travel... but some absences are unavoidable... and should
> not penalize the constituency.
>
>
>
> We are not the Board. We are a collection of Constituencies... that means
> that our circumstances are unique.
>
>
>
> Finally, I am not sure that I accept an explanation that a councilor
> doesn't have to transfer proxy because he is voting the constituency's views
> ... a councilor may still have a conflicting interest... regardless.....this
> needs to be declared... and I personally want to have clarification of
> whether proxy can be passed, when a councilor is conflicted, with direction
> or has to be passed neutrally, and to a neutral party.
>
>
>
> But we don't need to debate this on this email... instead,  that is the
> discussion yet to come, as the council discusses these issues. No need to
> look backward, but perhaps this is a topic for Wellington -- and a topic
> that the GC himself will want to dialogue with the Council about. . . . And
> perhaps we could invite the Board committee itself to join us for this
> discussion?
>
>
>
> Finally, perhaps we might task all councilors to bring in examples of how
> conflicts are handled, not only hearing how CIRA, but also ISOC how they
> address, if they do, and ask other entities, like InternetNZ, RIPE NCC,
> CENTR, etc. for ideas, and experiences. Given our host is InternetNZ, we
> could invite Keith Davidson, the ExeDir to talk to us about their approach,
> in person, in Wellington. I confess to knowing about it... from my
> colleague, Grant Forsyth, who is a counselor, but he should describe... as
> the expert...
>
>
>
> Marilyn
>
>
>
>
>
>
>
>
>
> -----Original Message-----
> From: owner-council@xxxxxxxxxxxxxx [mailto:owner-council@xxxxxxxxxxxxxx]
> On Behalf Of Bruce Tonkin
> Sent: Tuesday, February 07, 2006 7:11 PM
> To: council@xxxxxxxxxxxxxx
> Subject: [council] Regarding proxies
>
>
>
> Hello Marilyn,
>
>
>
> >
>
> > I know that some of the new Councillors may find the proxy use
>
> > confusing.
>
> > Glen, could you perhaps write out a short description of how
>
> > proxies are used, based on our past history, and Bruce might
>
> > review it?
>
> >
>
>
>
> For information, I have also requested some advice from the ICANN
>
> General Counsel's office with respect to our current use of proxies.
>
>
>
> The bylaws don't make explicit mention of proxies.
>
>
>
> (the relevant section of the bylaws is Article X, section 3, clause 8:
>
> "Members entitled to cast a majority of the total number of votes of
>
> GNSO Council members then in office shall constitute a quorum for the
>
> transaction of business, and acts by a majority vote of the GNSO Council
>
> members present at any meeting at which there is a quorum shall be acts
>
> of the GNSO Council"
>
>
>
> I can't find a specific reference to proxies within the ICANN bylaws,
>
> but there is mention in our current operating procedures, which can be
>
> found at:
>
> http://www.gnso.icann.org/council/names-proceduresv7.shtml#5
>
>
>
>
>
> I am seeking clarification on whether proxies count with respect to
>
> establishing quorum or for voting during a meeting.
>
>
>
> Regards,
>
> Bruce Tonkin
>
>
>
>
>
>
>



--
Sophia Bekele
Voice/Fax: 925-935-1598
Mob:925-818-0948
sophiabekele@xxxxxxxxx
sbekele@xxxxxxxxxxx
SKYPE: skypesoph
www.cbsintl.com