Re: [ga] ICANN Board unanimously approves .biz/.info/.org registry agreements by 13-0

[Veni Markovski <veni@xxxxxxxx>]

At 11:41 AM 12.12.2006 '?.'  -0500, kidsearch wrote:
> Please define: Bottom-up Consensus as it applies to ICANN and the 
> issues it faces.

That's a more philosophical question; sometimes when I have time, I 
may write on it, but in the meantime, check Wikipedia for this, e.g. 
http://en.wikipedia.org/wiki/Consensus_decision-making  (and note - I 
didn't say I agree with this article; I am just giving it a starting 
point to read on this). btw, this is also from the Wikipedia: "ICANN 
was charged with "Operating in a bottom up, consensus driven, 
democratic manner" by the US Department of Commerce in the Memorandum 
of Understanding that set up the relationship between ICANN and the 
US Government. However, the attempts that ICANN made to set up an 
organizational structure that would allow wide input from the global 
Internet community did not work well; the At-Large constituency and 
direct election of board members by the global Internet community 
were soon abandoned "
(off topic: This is a good task for people like you - to see how to 
provide solution to the problems with the first elections, and see 
whether elections can be implemented again)

> Please list; Your reasons that you believe that the renewal 
> agreements should have passed even though it went against the public comments.

This is easy: I've reviewed the arguments against and pro, and I've 
made my choice to vote in favour, I believe that's in the interest of 
keeping the Internet (and in particular the DNS) secure and stable.
I also agree with Susan Crawford and Peter Dengate, and other of my 
former colleagues have said last Friday (see quotes below). They were 
in the room, and could present that better than me, over the phone, 
but more or less I share their views. I may be even more pragmatic 
then they are.
The Board has postponed voting on this issue for quite a while; We 
waited for inputs from this, and waited for inputs from that, and 
waited for inputs from GNSO, from you-name-it. And I am sure there 
are people who were pretty happy with this waiting. They would have 
loved for the Board to not take a decision. At the same time, on the 
other hand you have the interests of all normal registrants (there 
are normal, and there are commercial ones).

And in general, some people were against the renewal. But some were 
against the .xxx, and some were against the .com, and some were 
against the .net, and some were/are going to be against anything. 
There are always people that are for and against. And we always have 
to take a decision, which some people will not be happy with. I 
believe that once the vote is taken (yet unanimously!), whoever is 
not happy with the decision could try to change it (see the reaction 
to the .xxx decision), or should accept it and move forward. What 
some people on this list want to do, is what I call history - they

Let me also quote something Susan said in the last Board meeting, 
which is also relevant here 
http://www.icann.org/meetings/saopaulo/captioning-board-old-08dec06.htm :
"Pricing is not on the constrained list of topics set forth in these 
existing contracts, and so we couldn't, through a consensus policy, 
create a binding, mandatory, global policy for gTLD registries that 
we would call a consensus policy."
and
"So bottom line here, I see no reason for the board to stand in the 
way of these three operators, given the existence of the com and net 
agreements, and given their desire to be treated equally and our 
contractual obligation not to single out any registry operator for 
disparate treatment."
and Peter:
"We have waited, I think, now, for some time, and I have been a board 
member who has urged the board to hold making a decision on these 
contracts at the last three or four times I have come forward and 
have supported the idea of waiting for the GNSO policy development 
process and for obtaining the economic advice, which is also a part 
of, I think, our strategic plan, to be able to give good economic 
input into our strategic planning.
But at the same time, we have been faced with these commercial 
imperatives that our contracts require us to give equal treatment to 
the other registry operators. And the time line that's been moving forward."

Now that I have satisfied your interest for my motive, lets talk 
about what the directors could/should do. Perhaps they may be 
reviewed by some lawyers, and found not 100 % in accordance with 
California laws, but that's how I understand the duties of a 
director. Whoever understands them differently, could try to run for 
the Board, be elected, and serve.


231.  (a) A director shall perform the duties of a director,
including duties as a member of any committee of the board upon which
the director may serve, in good faith, in a manner such director
believes to be in the best interests of the corporation and with such
care, including reasonable inquiry, as an ordinarily prudent person
in a like position would use under similar circumstances.
   (b) In performing the duties of a director, a director shall be
entitled to rely on information, opinions, reports or statements,
including financial statements and other financial data, in each case
prepared or presented by:    (1) One or more officers or employees
of the corporation whom the director believes to be reliable and
competent in the matters presented;   (2) Counsel, independent
accountants or other persons as to matters which the director
believes to be within such person's professional or expert
competence; or   (3) A committee of the board upon which the director
does not serve, as to matters within its designated authority, which
committee the director believes to merit confidence, so long as, in
any such case, the director acts in good faith, after reasonable
inquiry when the need therefor is indicated by the circumstances and
without knowledge that would cause such reliance to be unwarranted.


I give up trying to understand how can anyone blame any of the 
directors for not following the law.
ICANN Directors do even more than required by the law of California - 
they obtain information through tens of other channels - reviews, 
SOs, mailing lists, documents prepared by... etc., etc.
I doubt any director would not take seriously the duty of inquiry, 
for example. I've tried to be sufficiently informed in order to make 
decisions on behalf of ICANN, and participate in the Board work. One 
of the reasons I decided not to run for the Board again actually was 
that because of this commitment of mine, I didn't have enough time to 
do my actual work, and take care of my family. I've always had access 
to corporate records and premises. As a member of the Audit 
Committee, I've been in Marina del Rey, and this has been presented 
in our committee reports. The result of our activity is seen in every 
committee report, published on the web site, as well. It's 
interesting to note that not so many people would actually show up 
for the ICANN meetings, where we were reading the reports. That lead 
to a natural change - to publish the reports, instead of read them to 
an (almost) empty hall.
Staff reports have been presented to us on many occasions, and they 
have faced Q&A which is not easy, when you have 15 people, from 5 
continents, asking all tough questions.
There's more to be discussed, but I think I've spent enough time for 
the day in this list :)




Sincerely,
Veni Markovski
http://www.veni.com

check also my blog:
http://blog.veni.com