[atlarge-discuss] Re: [atlarge-panel] By-laws draft

["YJ Park" <yjpark@myepark.com>]

First, my thanks to Michael for his great job.

Please, see my comments.

>   SECTION ONE
> NAME AND DEFINITIONS

> "Geographic Region" or "Geographic Regions" shall have the same 
> meaning as "geographic regions" under ICANN.  Each of the following 
> shall be a "Geographic Region": Europe; Asia/Australia/Pacific; Latin 
> America/ Caribbean islands; Africa; North America. The specific 
> countries included in each Geographic Region shall be determined by 
> the Board, and the Board shall be review this definition 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.

I have reservations about using the current geographic regions
which does not reflect the balance of Internet users appropriately.

What should be the criteria for us to decide?
1. The number of countries as of today?
2. The number of Internet users as of today?
3. The number of Internet users 10 years from now on?
4. UN definition.

I think the best approach we have to do as Internet users is at least
2 or 3. And I urge you to consider 3 rather than 2 since this group
aims at future-oriented rather than past-oriented perspective.  

Then we can have more diversified geographic regions as follows:

North America
Latine America
Africa
Western Europe
Eastern Europe
East Asia
South Asia
Middle Asia
Australia and Islands(including Pacific)

>   SECTION TWO
> OBJECT OF THE CORPORATION
> 
> 2.01 The Corporation is a non-profit common interest society to 
> represent individual Internet users world-wide on issues affecting 
> their use of the Internet.  These include but are not limited to 
> naming and addressing issues that are dealt with by the Internet 
> Corporation for Assigned Names and Numbers (ICANN) and the Internet 
> Assigned Numbers Authority (IANA).  It is intended that the 
> Corporation be the principal organisation representing the interests 
> of individual Internet users to and within ICANN.

Let me play devil's advocate here.

What space are we referring to here? 
1. English gTLDs?
2. Both English gTLDs and English ccTLDs?
3. Multilingual gTLDs?
4. Both Multilingual gTLDs and Multilingual ccTLDs? 

As we all witness, the organizational issue of Internet Governance is not 
firmly settled. Therefore, I think we need to be a bit more cautious about 
the wording which can give us more open end rather than closed end.

ccTLDs are trying to form their independent organization which may not
be necessarily within the ICANN, nor RIRs wrt IP addresses. Multilingual
Domain name spaces have not even clearly seen to most Internet users 
except some limited forms of them at this moment.

My personal take is to be safe let's try to close in English gTLD space
with open end.

Can you come up with some delicate wording which can connotate
the above concern?
 
> SECTION FOUR
> BOARD OF DIRECTORS

> 4.02 Composition of Board. The Board shall consist of eleven (11) 
> Directors, including two (2) Officers, five (5) Regional Directors 
> and four (4) Global Directors.

I don't see how we can divide regional and global directors?
Again, if we start to divide more specific regions, we may have
already 9 regional Board of Directors as shown above.

> 4.03 Term of Office.  Each Director so elected shall hold office 
> for a term of one (1) year. Upon the expiry of the term of office of 
> any Director, the Director may be eligible, if qualified, for 
> re-election.

In order to keep stability of an organization, usually staggering term 
will make sense to me. Therefore, in principle two year term. Among
the first elected Board of Directors, the high voted five or six will serve
two years and the rest, six or five will serve one year. So, this entity
will elect the half of the Board of Directors which can guarantee some
stability and continuity.   

> SECTION FIVE
> ELECTIONS OF BOARD MEMBERS
> 
> 5.01 Elected by Members.  Directors are elected directly from the 
> Membership.
> 
> 5.02 Notice of and Participation in Vote.  Each Member shall be 
> entitled to receive notice of, participate in and vote at the 
> election.  All voters will receive their ballot by electronic means.
> 
> 5.03 Endorsement.  Each voter will be allowed to endorse up to 
> eleven (11) names from the list of the candidates on the ballot.
> 
> 5.04 Top Eleven Candidates.  The eleven candidates who receive the 
> highest number of votes will be elected, provided that they have 
> received at least 15 votes.

Can we clarify how we form election committee?

> SECTION SIX
> OFFICERS

> 4.02 Composition of Board. The Board shall consist of eleven (11) 
> Directors, including two (2) Officers, five (5) Regional Directors 
> and four (4) Global Directors.

> 6.01 Officers.  The Officers of the Corporation shall consist of a 
> Chair, a Deputy Chair, a Secretary and a Treasurer and such other 
> Officers, performing such duties, as the Board may determine. The 
> Chair and Deputy Chair must be Directors of the Corporation.  The 
> Board may delegate to such Officers powers to manage the business and 
> affairs of the Corporation.

It sounds like we may end up with more than two officers here.
Then how can we designate two officers out of more than two?
Only Chair and Vice-Chair? I guess it needs clarification.

> 6.02 Appointment. Officers shall be appointed or re-appointed from 
> time to time by resolution of the Board.
> 
> SECTION SEVEN
> DUTIES OF OFFICERS
> 
> 7.01 Chair.  The Chair shall be a Director of the Corporation and 
> shall chair all meetings of the Corporation and of the Board. The 
> Chair shall be the chief executive officer of the Corporation and 
> shall be responsible for the general and active management of the 
> affairs of the Corporation and shall have such other powers and 
> duties as the Board may specify. The Chair shall see that all orders 
> and resolutions of the Board are carried into effect. During the 
> absence or disability of the Chair, his duties shall be performed and 
> his powers exercised by the Deputy Chair.

Just gender-sensitive matter.
Instead of his, it should be rewritten her/his.:-) Chair can be a woman
as we once experienced even within this organization.

> SECTION EIGHT
> MEMBERSHIP
> 
> 8.01 Natural Persons.  Any natural person may apply to be a Member 
> of the Corporation. 
> 
> 8.02 Only One Membership Permitted.  No person may hold more than 
> one Membership of the Corporation.
> 
> 8.03 Contact Information.  Any natural person may apply for 
> individual Ordinary Membership under their own name. A working e-mail 
> address must also be supplied, which shall be the Member's formal 
> contact address and would be used for communications from the society 
> and for electronic voting.
> 
> 8.04 Fees.  The Corporation may by general resolution set an 
> annual subscription fee.  Once a subscription has been set, the 
> Members must pay the fee to the Corporation within six months.  A 
> subscription is valid for exactly one year. If a subscription is not 
> paid within six months of the expiry of the subscription, the 
> Membership of the person shall lapse.
> 
> 8.05 Termination of Membership.  A Member wishing to resign from 
> the Corporation must give notice of resignation to the Secretary.

Should we consider "membership committee" to verify this on the
monthly or quarterly basis which shall be approved by the Board
of Directors annually during AGM?
 
> SECTION NINE
> MEETING OF MEMBERS
> 
> 9.01 Annual General Meeting.  The Annual General Meeting ("AGM") 
> shall be held by electronic means, allowing Members to discuss issues 
> through the Corporation's email discussion list and in other 
> electronic forums the Corporation chooses to use.
> 
> 9.02 Right to Vote.  Each Member shall be entitled to receive 
> notice of, participate in and vote at, every meeting of the Members.
> 
> 9.03 Business to be Transacted.  At every AGM of Members, in 
> addition to any other business that may be transacted:
> 
> (a) the report of the Board, the financial statements and the 
> report of the auditors shall be presented to the Members; and
> 
> (b) the auditors of the Corporation shall be appointed by the 
> Members for the ensuing year. The Members may consider and transact 
> any business, either special or general, at any meeting of the 
> Members as may be properly brought before the meeting.
> 
> 9.04 Call. The Board or the Chair or Deputy Chair shall have the 
> power to call, at any
> time, a general or special meeting of the Members, provided that in 
> the event of the calling of a special meeting of the Members by the 
> Board, the purpose of such special meeting shall be specified in the 
> notice calling such special meeting. The Board shall call a special 
> or general meeting of the Members on written requisition of Members 
> carrying not less than five percent (5%) of the voting rights.
> 
> 9.05 Notice. At least thirty (30) days' notice shall be given to 
> each Member of any annual general or special meeting of Members. 
> Notice of any meeting where special business will be transacted shall 
> contain sufficient information to permit the Member to form a 
> reasoned judgment on the decision to be taken.
> 
> 9.06 Voting.  Voting at any meeting of Members shall be by poll of 
> the Members signifying their assent or dissent on the matter before 
> the Members for approval.
> Upon a poll, the result of the poll shall be the decision of the 
> Members on the question.
> 
> 9.07 Votes to Govern. At all meetings of the Members, every 
> question shall be determined by a majority vote unless otherwise 
> specifically provided by the Act, the By-laws or applicable law. In 
> the event of an equality of votes, the chair of the meeting does not 
> have a second or casting vote.
> 
> 9.08 Adjournments. The chair of the meeting may adjourn the 
> meeting from time to time and from place to place. Notice of an 
> adjourned meeting of Members is not required if the time and place of 
> the adjourned meeting is announced at the original meeting.
> 
> SECTION TEN
> AMENDMENT OF BY-LAW
> 
> 
> 10.01 Amendments. The By-laws may be repealed or amended by by-law, 
> or a new by-law may be enacted by a majority of the votes cast at a 
> meeting of the Board and sanctioned by resolution passed by at least 
> two-thirds (2/3) of the Members present at a meeting of Members for 
> which notice specifying the intention to pass such resolution was 
> given.
> 
> SECTION ELEVEN
> EFFECTIVE DATE
> 
> 11.01 Effective Date. These By-laws shall come into force when 
> confirmed by the Members.

My two cents,

YJ

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