While this makes perfect sense in a public for-profit company, where the
primary responsibility of all directors is to act in the best interests of
the shareholders (and complying with good corporate governance), auDA is a
not-for-profit organization representing a community of mixed interests, and
hence the directors acting in the interest of their respective stakeholders
who elect them (supply and demand) may be dramatically opposed on some
issues.

I am sympathetic to the intent of these amendments but I must say that I
found the wording somewhat convoluted and confusing, and would suggest that
some re-drafting is in order to clarify their operation.

Cheers, Chris


On 19/7/07 11:51 AM, "Brendan Lewis" <blewis&#167;l2i.com.au> wrote:

> 
> My understanding of best practice thought in the area, is that in the life
> cycle of a board, stakeholder representation is the most fundamental way of
> making up a Board.  Boards then evolve further by attracting new members who
> can offer insights or connections into areas where the Board is weak (eg.
> The Marketer, the Industry Specialist).  Finally the Board evolves into a
> fully effective group by ensuring that  it has members to naturally play the
> roles necessary for informed decision making (eg. The Devil's Advocate, The
> Mediator, The Change Agitator etc).
> 
> Getting all this right is a difficult balancing act.
> 
> By introducing new rules that may prevent auDA getting the right person on
> board because of their corporate linkages, the Board may actually limit
> itself from becoming more effective.  All other Boards I have ever been on,
> have considered the issue(?) to be a minor problem, resolved by disclosure
> and stepping out when conflicted.
> 
> My two cents.
> 
> Brendan
> 
> -----Original Message-----
> From: Kirk Fletcher [mailto:kirk&#167;enetica.com.au]
> Sent: Thursday, 19 July 2007 11:27 AM
> To: .au DNS Discussion List
> Subject: Re: [DNS] Restricting demand membership of auDA
> 
> 
> Since the positions on the board are elected anyway, perhaps a better
> position is simply a requirement for disclosure?
> 
> Cheers,
> Kirk
> 
> ----- Original Message -----
> From: "Jeremy Malcolm" <Jeremy&#167;Malcolm.id.au>
> To: ".au DNS Discussion List" <dns&#167;dotau.org>
> Sent: Thursday, July 19, 2007 11:11 AM
> Subject: Re: [DNS] Restricting demand membership of auDA
> 
> 
> Kim Davies wrote:
>> auDA has given notice of an Extraordinary Meeting on August 13 to
>> consider constitutional amendments to forbid a "supply related person"
>> from being elected a director of demand class; and preventing multiple
>> divisions within the same corporate group from having multiple
>> memberships.
>> 
>> Presumably this is a measure to try and guard against the possibility
>> of unfairly unbalancing auDA's board by stacking it full of supply-side
>> representatives, however is the mechanism the right one? It seems to
>> disenfranchise legitimate community members who may be indirectly
>> connected with the domain name retailing business from participating as
>> users.
> 
> I agree with you.  This strikes me as short-sighted.  The idea of having
> different stakeholder groups represented on the board is so that the
> perspectives of all those materially affected are brought before the
> board for its consideration.  However all of us inhabit different roles
> for different purposes, and board members are no different.  Marcus
> Franda in a book called "Governing the Internet" writes:
> 
> "the idea of a board member's representation is not the public
> representational function of someone duly authorized by an election or
> other legitimizing process to speak for a large constituency. Rather, it
> is the idea that someone will know and understand a specific ...
> interest and be able to speak for that interest in forums where such
> interests are being challenged."