[apnic-talk] Re: [JPNIC intl-wg 243] Re: comments on legal documents
Obata-san,
>Although I understand the difficulty in establishing an organization which
>works for the interests of an international community consisting of a wide
>range of differences, I think the structure proposed, especially the
>business part, is too complicated to understand and to be sure that it will
>work well.
I would point out that APNIC has operated under this structure since April,
1996...
>I understand the structure proposed as follows;
>
>The members of APNIC elects the members of the Executive Committee and give
>them rights to make important decisions which cannot be done promptly if it
>were done in member meetings or by electronic voting or which does not
>require endorsements by the members before the decisions. Additionally,
>the EC discusses internally and make proposals to the members for important
>decisions.
>The EC appoints a Director General who will manage an organization which
>will perform daily operation of IP address assignments. The DG will be
>endorsed to hold the unique share of APNIC Pty. Ltd. to run the organization.
>
>This structure is complicated since there are two steps of endorsements.
I'm not sure I see how the second "endorsement" (presumably the DG being
"endorsed" to hold the APNIC Pty Ltd. share) actually impacts much of
anything. The DG has the share simply because _somebody_ had to have it --
given the Trust Statement, the ownership of the share does not confer any
significant rights. Would it make things simpler if the chair of the EC
has the share?
If you're indicating the second endorsement is from the membership, it is
unclear to me how the alternative you offer below differs very much from
the existing situation.
>Will it be possible to simplify it by something like the following
>organization?
As I have said, anything is possible if a majority of the membership feels
it appropriate.
>The EC will be elected and make decisions as the same manner as it is
>proposed. Furthermore it will prepare a budgetary plan and selects an
>organization to do daily operation of IP address assignments. Anything
>else, such as writing draft rules of APNIC, checking performance of the
>above organization, planning budgets, endorsing important decisions are
>done by the EC with consulting APNIC members through e-mails when necessary.
A structure similar to this was discussed and rejected during the initial
incorporation of APNIC. Primary reason we decided not to go this route were:
a) it requires the EC, individuals who have other responsibilities that
must take priority as the EC is a volunteer position, to be _much_ more
active in the day-to-day operations of APNIC. I might suggest you consult
the current or past EC members to determine if they feel they would be able
to participate at the levels suggested.
b) It is important that the resources APNIC manage always be held on behalf
of the membership. If operation of APNIC is contracted out, extreme care
must be given in the construction of the contracts as some confusion may
be generated about the resources and the associated data (for example, see
the case of NSI and ownership of the InterNIC whois database information)
c) it is important that the Secretariat have a good relationship with the
membership, particularly in understanding the member's growth patterns,
request history, etc. Having the Secretariat being a contracted function
implies the ability to change contractors (otherwise, why pay the overhead
associated with the contractor) -- this change would likely hamper the
"continuity" of the membership/Secretariat relationship.
d) in practice (and has been demonstrated after 2 years of APNIC
operations), the vast majority of the membership simply do not care about
the details of APNIC operations -- they have more important things on their
minds, like keeping their business operational, handling day-to-day forest
fires, etc.
As such, we came up with a structure that focuses much of the day-to-day
operations of APNIC into the Secretariat, with the EC acting primarily as
an advisory/authorization body, but giving the membership veto power over
any EC and/or Secretariat decision.
>The difficulty is how we handle the fund. How about the EC contracting the
>organization for management of the fund with the APNIC members holding
>ownership for the fund?
I don't believe this would be a significant issue as the APNIC Treasurer is
an EC member.
>I understand that if we make drastic changes to the current organization it
>will require time for the establishment of the new APNIC structure and move
>to Australia
More importantly, it would leave the 3 additional staff APNIC has just
recently hired as well as (and in particular) the new director general
position in a complicated position. There is a reason the closing date for
comments on the legal documents is next week -- it would be very helpful if
wc can finalize the documents quickly to complete the incorporation so
contracts can be signed, visas requested, etc. under the Australian
company. As we have learned from our experiences with APNIC incorporated
in the Seychelles and operating in Tokyo, having an organization
incorporated in the country in which operations will occur greatly eases
those operations.
Perhaps I might suggest that if the membership wishes to radically
restructure APNIC that the existing structure taken from the APNIC
Seychelles company is implemented immediately as an interim measure and
then the Executive Council appoint a committee tasked with making
recommendations to revise the structure of APNIC?
> but I am not confident enough that a company with stock shares
>is the only solution so that the APNIC members cannot have direct control
>of the new company.
I am unsure of another structure that would be as simple as a stock based
company.
With respect to the membership having direct control, I would point out:
a) the membership directly elects the EC
b) the EC is the authorizing body for major decisions
c) the EC delegates authority to implement those decisions to the Secretariat
in your proposal (as I understand it)
a) the membership directly elects the EC
b) the EC is the authorizing body for major decisions
c) the EC delegates authority to implement those decisions to the Secretariat.
so the fundamental structure is identical. The primary differences I see
in your proposal:
1) the EC takes on a much larger role
2) the Secretariat is contracted as an organization
Perhaps I misunderstand your proposal, however...
>I assumed that APNIC Pty. Ltd. is a normal company
>like IBM, Telstra or Compaq.
Yes, in that it is a incorporated entity that has issued shares.
No, in that it has defined itself to be a non-profit organization in its
charter and it will only issue one share.
>However, it may be different. We may learn
>from what AUNIC is doing in Australia.
As I understand it, AUNIC == Telstra. Prior to Telstra buying AARNET
(Australian Academic and Research Network), AUNIC was operated by AARNET
(which I believe was operated by a corporation made up of the regents of
all the public Universities in AU). I'm not sure what can be learned from
either the current AUNIC or the past AUNIC, but I'm sure former (or
current) AARNET/AUNIC folks will jump in here...
Regards,
-drc
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