Kerry Miller wrote: > Karl, > Thanks for running through the history, but it still looks to me > reasonable to suppose that the BoD will be able (is charged, in > fact) to evaluate a proposal originatng from an SO in the light of all > other inputs. Just because DNSO says it wants WIPO rules, say, > doesnt mean it's automatically approved. I believe Karl does not question the Board's right right to evaluate and/or override an SO proposal. As I understand him, he is concerned that the At-large, currently the only potential home for the individual, cannot propose policy itself. If the DNSO declined to propose adding a TLD for the new nation of Cabellia (hey, this is my scenario here), Karl's interpretation of the bylaws is that the At-large may not independently introduce such a proposal. VI.2.c acknowledges that policy proposals may be introduced from non-SO sources; "(c) The Board shall refer proposals for substantive policies not received from a Supporting Organization to the Supporting Organization, if any, with primary responsibility for the area to which the proposal relates for initial consideration and recommendation to the Board." There is nothing anywhere in the bylaws that prohibits the At-large from making proposals although there is unfortunately no mechanism established to encourage it. It's still pretty hard for one or more individuals to put an organization together to work through a proposal, especially if the SOs can ignore that input. > > No recommendation of a Supporting Organization shall be adopted unless > > the votes in favor of adoption would be sufficient for adoption by the > > Board without taking account of [*]either the Directors selected by the > > Supporting Organization or their votes[*]. > Now there's an interesting phrase! Does anyone (Diane?) have an > exegesis? On routine business conducted by the full (elected) Board, a simple majority of those present (given a quorum) is required to act. The passage quoted above (VI.2.e) is intended to remove the interested SO from voting on its own proposal, thereby requiring a higher level of support from the remainder of the Board (including the at-large) to approve it. [The I-Board and by-law amendments, on the other hand, require a 2/3 majority vote.] I'm not sure offhand, but the *either/or* perhaps intends to eliminate the SO from both quorum and vote calculations. Interesting question whether VI.2.e would affect the number of directors necessary to change the bylaws if an SO proposal required such an amendment. Diane Cabell http://www.mama-tech.com Fausett, Gaeta & Lund, LLP Boston, MA
