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Submission by the APTLD Working Group on Geographic Diversity and Representation on the Board

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Submission by the APTLD Working Group on Geographic Diversity and Representation on the Board

The
Background

The Working Group on Geographic Diversity and
Representation on the Board (GDRWG) was created pursuant to the APTLD Board’s
resolution and in response to the APTLD members’ concerns about a proper
geographic diversity representation on the Board.

The objective of GDRWG is to provide recommendations
to the APTLD Board to implement geographic diversity within the Board
composition to ensure the smooth running of the Board and the APTLD as an
organization at large
.

In implementing the said scope, the GDRWG is of
opinion that its Charter implies conceptualization of specific amendments to
the APTLD Constitution rather than crafting amendments thereto.

The GDRWG’s deliberations below, including those
placed under the “Unsolicited Proposals and Recommendations”, represent a consolidated
opinion of all its members.

Terminology

To ensure greater
consistency in addressing the current and future challenges to the APTLD’s
legal, institutional, operational and administrative framework, the WG suggests
using henceforth the following terminology:

ccTLD – is an Internet
top-level domain generally used or reserved for a country, a sovereign state,
or a dependent territory, including Internationalized country code top-level
domains (IDN ccTLDs), as described in RFC 1591 and included in the ISO-3166 2
letter country code list.

Asia-Pacific (nations/ccTLDs) – are the nations (and, subsequently, ccTLDs) which fall
under the list thereof available at
https://en.wikipedia.org/wiki/Asia-Pacific, including, but not limited to, all countries and
territories which have a border on the Pacific Ocean.

Asia-Pacific sub-region – is a specific part of Asia-Pacific Region which is
home to a group of ethnically, linguistically, civilization-wise and culturally
close ccTLDs, or a cluster of ccTLDs located in a relative geographical
proximity to each other.

The three distinct
sub-regions in Asia-Pacific – are
Middle
East, Asia, and Oceania
.

Developing nation – is a country/economy which falls under classification
thereof   according to the International
Monetary Fund’s World Economic Outlook Report, April 2014 and World Bank data.

Geographic Diversity on the Board – is a fair and proportional representation of groups that are defined by the
aforementioned sub-regions.

1. Classification of
Asia-Pacific nations (ccTLDs) and rationale behind it

While the WG
failed to come to consensus as to which classification suits best the APTLD’s
interests, the WG members agreed that at present the following classifications
can be used – UNESCO, ICANN, APNIC, DotAsia, CENTR and LACTLD’s – to ensure a
greater degree of flexibility and avoid potential conflicting situations where
ROs may find their interests overlapping with regard to some ccTLDS.

That said, APTLD
likewise should continue being committed to an overarching principle of inclusiveness,
ie. allowing any ccTLD willing to pay a membership fee and comply with its
Constitution to be a member, as per para 5.4 and 5.5. of the APTLD Constitution

Meanwhile, once a
more common and appropriate understanding and adoption of the concept of regions
and sub-regions is set, the policy should hold that this must be revisited over
certain periods to allow the APTLD policy staying relevant to the evolving
external environment and ensure APTLD’s greater responsiveness thereto.

The WG recommends that Art. 5
of the APTLD Constitution be amended by incorporating therein the above conclusions

 

2. Implementation
of the principle of geographic diversity within the Board composition.

2a. In
response to the question as to
if each sub-region
were to be granted one seat within the Board, with the rest being open seats
available for all to run for, what happens if a sub-region does not have a
candidate to fill its allocated seat,
the WG suggests that:

The seat becomes
open. The maximum number of representatives from a sub-region must be limited
by 3.

Further, at such juncture, the
Board may first reach out to members in that sub-region and encourage them to
stand up. If this approach fails, the Board should have the authority to appoint
a suitable candidate. If that approach also fails, then the seat can be open to
other sub-regions to ensure the full presence of eight Board members. If,
however, APTLD ultimately runs out of these two options, the seat should remain
vacant until next regular Board election.

2b. In response to the question as to how long each sub-region should hold its allocated seat for, the WG
suggests that:

It must be the
same term, as per the APTLD Constitution, applicable to current Board members,
namely, 2 calendar years;

Further, where a
Board member has been appointed resulting from by-elections or co-opting, that
Board member’s tenure shall terminate on the date of expiry of the Board’s
mandate.

2c.
In response to the question as to
what
happens if a Board member holding a regional allocated seat resigns mid-way
through his term
, the WG suggests that:

Where a Board
member has tendered an early resignation, than the Board shall decide either to
call a by-election or co-opt a member with a strong interest in holding the
seat on the Board, with the highest loosing candidate from the last election
enjoying the first priority to be recruited.

The WG recommends that Art. 14
of the APTLD Constitution be amended by incorporating therein the above
principles of the geographic diversity on the Board and allocation of Board
seats.

 

3. Unsolicited
Proposals and Recommendations

Whilst examining questions
2a, 2b and 2c, the WG members came across four additional problems which they
believe are no less important from the perspective of ensuring a robust Board’s
performance and enduring legacy on the Board and at APTLD as organization at
large.

In response to
Additional Question
A as to whether there should be term limits for
existing Board members
, the WG suggests that:

3a. The
Board member’s tenure should be limited to 2 consecutive terms, and that member
can re-stand for the Board only after another cycle of the Board’s term
following the expiration of that Board’s member second therm.

3b.
In response to Additional Question B as to
whether
there should be some processes for getting rid of non-performing or destructive
Board members
the WG suggests that:

Where a Board
member misses three consecutive Board meetings without any good cause, then that
Board member should be removed from the Board.

Further, WG is of
opinion it is appropriate to produce a reference list of indicators of
destructive behavior and non-performance.

3c. In
response to Additional Question C
as to
whether there should be a process by which a destructive Board member could be
required to depart his/her seat, rather than causing ongoing disruption to the
Board and the rest of the Board could have a right to carry a
“no-confidence” vote
, the WG suggests that:

The Board should
enjoy such an authority and can unanimously pass a no-confidence vote on the basis
of solid evidence.

3d. In
response to Additional Question D as to
whether
there should be a challenge and appeals mechanism for appointments and
un-appointments for Board members to avoid potential legal action on this point
,
the WG suggests that:

To effectively
resolve such disputes and minimize the risk of litigation an independent
competent body should be established within APTLD to ensure the Board, GM and
individual members’ compliance and integrity;

Further, while it
is hard to define “improper act” in the Constitution, in full compliance with
the Law of the Federation of Malaysia, the official jurisdiction of APTLD, as
well as the 2012 Malaysian Code on Corporate Governance, the Board should be made
able to dismiss a Board member if that Board member has been convicted of any imprisonable
offence, and in such a situation a simple majority of Board vote should apply;

However, if the Board
member is acting legally, but that Board’s member’s conduct is considered
inappropriate by other Board members and/or the community, then a supermajority
(e.g. 66%) vote of the remainder of the Board should be sufficient to either
censure or dismiss that Board member.

The WG recommends that Art.
14.7 of the APTLD Constitution be amended by incorporating therein the above
clause of term limits for Board members elected (appointed) in the interim
;

Furthermore, the WG recommends
that Art. 14.12 be amended by incorporating therein the above suggestions.

3e. In response to
the question posed by .AS
as to whether
this TLD could qualify for ordinary membership in APTLD
, the WG notes that:

.AS has been a
very active participant in APTLD throughout the Association’s history; While .AS
is formally deemed to be part of North America in the ICANN’s regional classification,
but in strict geographic terms it distinctly falls under the category of Pacific
Island and as such displays multiple commonalities with the neighboring
islands, and very little commonality with North America in terms of ccTLD
operations and Internet Governance in general;

There is no North
American ccTLD organization in existence, so.AS has no other natural options;

Internationally,
there has been a precedent of granting full membership to a ccTLD outside that
ccTLD’s region and in the absence of a respective regional organization for
that ccTLD to join – that is, CENTR’s decision to grant full membership to .CA.

In the light of
the above the WG suggests that:

.AS should be made
eligible for Ordinary Membership, and

The same
arrangement should be made available to Guam, French Polynesia and other
Pacific Islands’ ccTLDs that are other nations’ Overseas Territories, should
they express their interest in membership in APTLD.

 

4. In
response to the question as to
what the
election proceedings as a result of these changes (i.e. changes in the APTLD Constitution)
should be
, the WG believes that the changes in question will not engender
any substantial changes in the APTLD Constitution, except a possible amendment
of the wording of Art. 14.4 which should read that, “the Board shall comprise
eight (8) Board Members elected in observance with the principle of geographic diversity
and representation on the Board”

 

5. In
response to the question as to
what the timelines
for implementation
should be the WG suggests the following timelines upon submission of the GDRWG’s Proposals and
Recommendations:

September 30, 2015: consideration by the Board of the Proposals and
Recommendations at a regular teleconference and designation of some Board
members to draft Amendments to the Constitution.

October 30, 2015: the Board members complete the assignment and produce
their deliberations

November 1 – December 15, 2015: the public comments period

January 1, 2016: revision of the proposed amendments to the
Constitution and completion of the final text thereof

Mid-February 2016 – adoption of the amended Constitution by the APTLD General
Meeting

 

6. In
response to the question as to
where a
Board member represents a developing nation facing financial constraints, APTLD
should, upon that Board member’s request, allocate funding necessary for that
Board member to participate in person at Board meetings, and if so, what a
respective procedure should be in place
, the WG is of opinion that under
such circumstances such a Board member should become eligible for a special
APTLD Board Member Sponsorship Package for the whole period of that Board
member’s participation in the APTLD Meeting and an APTLD Board meeting held subsequently
to or back-to-back thereof.

To become eligible
for such a special APTLD sponsorship package the Board member should submit a written
request for funding in an arbitrary form to the Chair of the Board with the
Treasurer and GM on copy.

Upon the Chair’s
instructions, GM checks whether the Board member’s nation qualifies for
developing one and brings the case to the Board Meeting.

Once the Board
makes its decision, the procedure, conditions and amount of the disbursed APTLD
Board Member Sponsorship Package should be the same as the APTLD Fellowship ones.

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