KDB Systems

In a pre­vi­ous post I stated:

“CIRA leads by exam­ple by being an open, demo­c­ra­tic organ­i­sa­tion with an elected board. Many organ­i­sa­tions involved with Inter­net gov­er­nance do not have open elec­tions. The pub­lic, mem­bers, and stake­hold­ers have lim­ited input into how many Inter­net gov­er­nance organ­i­sa­tions are gov­erned. CIRA is a bea­con of light that I believe other Inter­net gov­er­nance organ­i­sa­tions should look to.“

As far as I know CIRA has a unique gov­er­nance struc­ture amongst domain name reg­istries. We have a board where all of the vot­ing direc­tors are voted in by a large mem­ber­ship whose only restric­tion is that they have a domain in the reg­istry. Boards that are voted in are rare among domain name reg­istries. Boards that are voted in by a large semi-public mem­ber­ship are even rarer. In the Inter­net world most of the gov­ern­ing bod­ies have appointed boards, boards that are voted in by an exclu­sive mem­ber base, or boards that have some com­bi­na­tion of the two. Even rarer is an Inter­net gov­er­nance organ­i­sa­tion where any mem­ber can say, “I want to be on the board” and actu­ally have a chance at doing so. I would like to see this unique gov­er­nance model con­tinue at CIRA and I would like other Inter­net gov­er­nance organ­i­sa­tions to become more demo­c­ra­tic, pos­si­bly emu­lat­ing CIRA. Does this mean I think every­thing is per­fect? No I don’t. There is always room for improvement.

For a board to be effec­tive it needs to have a cer­tain mix of skills and char­ac­ter. I cov­ered this in a pre­vi­ous post. With an elected board how do we make sure that mix hap­pens? The cur­rent think­ing by gov­er­nance experts is to have an appointed board. A nom­i­nat­ing com­mit­tee is struck. The com­mit­tee polls the board to see what skills are needed then goes out and recruits peo­ple with those skills for the board. This just doesn’t work for me. Democ­racy is a value I hold very dearly. There is zero democ­racy involved here. This type of board will even­tu­ally become self-perpetuating and stag­nant. If the board gets cap­tured by a spe­cial inter­est group there is no way to fix it. Another model sim­i­lar to this is the nom­i­nat­ing com­mit­tee pro­poses a slate of more can­di­dates than there are vacant posi­tions and the mem­bers vote but can only pick from the nom­i­nat­ing com­mit­tee slate. This has the same prob­lems as the pre­vi­ous model for me. It may sound like democ­racy but it is not. This is the model many repres­sive regimes use. They have elec­tions but all can­di­dates must be picked by the rul­ing party. In a truly demo­c­ra­tic elec­tion any­one could run for a board posi­tion and the mem­bers would pick from a slate of any­one that said they were inter­ested. This used to be my pre­ferred model and I still think of it as an ideal we should strive to get as close to as pos­si­ble. When I ran for the board in 2008 I was espous­ing this model. This model has a cou­ple of glar­ing prob­lems though. CIRA runs some crit­i­cal infra­struc­ture for Canada. If any­one has as good a chance of get­ting on the board as any­one else how would we be sure that they are com­pe­tent and the board has the skills needed to ensure the infra­struc­ture keeps work­ing? A fringe spe­cial inter­est group could nom­i­nate a full slate and vote en masse to elect them. I’ve come to believe we need some restric­tions on who can run in order to guar­an­tee a com­pe­tent board. So, we should go back to my sec­ond model then? Well sort of. Over time CIRA has devel­oped a hybrid sys­tem. Four out of twelve vot­ing director’s terms are up every year. Three of these vacant spots will go to peo­ple from a slate from the nom­i­nat­ing com­mit­tee exactly like the sec­ond model. One of the vacant spots will go to some­one who has noth­ing to do with the nom­i­nat­ing com­mit­tee. It is avail­able to any­one who thinks they can do a bet­ter job than the cur­rent SOBs. There is a bit of a process – they have to get twenty mem­bers to stand up and say. “Yeah I sup­port that per­son.” But that’s it, they’re on the slate. It is a very low bar. This allows a wild card can­di­date a seat on the board. It’s not true democ­racy but it is closer than the first two mod­els and accom­plishes the goal of ensur­ing a com­pe­tent board. At most, because of the three year term, there will be three totally incom­pe­tent wild cards on the board. That’s an unlikely sce­nario though. A more likely sce­nario is that these wild cards greatly improve the board. If you look at the can­di­dates that have been picked by the nom­i­nat­ing com­mit­tee over the years they have some strik­ing sim­i­lar­i­ties. They usu­ally have uni­ver­sity degrees. They have been suc­cess­ful in busi­ness or the aca­d­e­mic world. They have been on many other boards. They usu­ally have some gov­er­nance train­ing under their belt. There’s noth­ing wrong with this. Those types of peo­ple make good board mem­bers. They gen­er­ally have the skills needed to make sure the organ­i­sa­tion is run­ning well. The nom­i­nat­ing com­mit­tee can make sure the board has an accoun­tant, a lawyer, an HR per­son, and what­ever other skills that may be needed. One prob­lem is that these peo­ple usu­ally tend to think some­what alike. This is no fault of theirs, it’s the process. This year the nom­i­nat­ing com­mit­tee looked at 221 appli­ca­tions. I don’t know about you but the first thing I’d do is cre­ate a needed skills matrix and elim­i­nate a bunch of them. I can’t see any other way to get through that many can­di­dates in the time they have. Matri­ces are great but they mean that you elim­i­nate peo­ple that may have great skills, just not the ones in the matrix. A matrix gives you peo­ple that are sim­i­lar. Now let’s look at the mem­ber nom­i­nees. To get on the board through the mem­ber nom­i­na­tion process is much harder. The nom­i­nat­ing com­mit­tee nom­i­nees are vying for three spots between five to seven nom­i­nees. All they have to do is con­vince the nom­i­nat­ing com­mit­tee they’re board mate­r­ial, post a great can­di­date state­ment and they have a pretty good chance of get­ting elected. On the mem­ber side you have many peo­ple vying for one spot. You have to have a great can­di­date state­ment because you have to con­vince twenty mem­bers to sup­port you on the strength of your state­ment or you have to have twenty friends who are mem­bers and talk them into sup­port­ing you. Then you get on a final slate of usu­ally six to ten can­di­dates vying for one spot, much worse odds. You have to cam­paign like crazy, write blogs, post in the elec­tion forum, use social media, and phys­i­cally talk to peo­ple. You have to have well thought out opin­ions and be able to artic­u­late them. You have to be stub­born and have a lot of sta­mina. Most of all you have to be pas­sion­ate in order to con­vince peo­ple to vote for you. I’m not say­ing that some nom­i­nat­ing com­mit­tee can­di­dates don’t have these attrib­utes. I’m gen­er­al­is­ing big time here. I’ve seen good and bad direc­tors come from both sides of the process but as a gen­eral rule I find the nom­i­nat­ing com­mit­tee gives us busi­ness minded or gov­er­nance inclined direc­tors and the mem­ber process gives us pas­sion­ate dream­ers and wild cards. I think this diver­sity is a very good thing. CIRA needs both but it needs a major­ity of the direc­tors to be busi­ness and gov­er­nance ori­ented with a smat­ter­ing of dream­ers. The sys­tem we have is very good at giv­ing us this mix.

Does this mean that we have the per­fect sys­tem? I don’t believe it does. When I first started look­ing at CIRA I couldn’t under­stand how this bizarre elec­tion sys­tem worked. I’d never seen any­thing like it. I ran with a plat­form of push­ing for gov­er­nance reform. I’ve changed my mind con­sid­er­ably. I’ve stud­ied the sys­tem. I think it works well but there is always room for improve­ment. It is a very cum­ber­some, time con­sum­ing, resource inten­sive process. Our elec­tions start some­time in Feb­ru­ary with the board pick­ing the nom­i­na­tion com­mit­tee and ends near the end of Sep­tem­ber. That’s an eight month long process. I’m sure some ways could be found to speed this up. The nom­i­nat­ing process could be more open. I’d like to see all the mate­r­ial the nom­i­nat­ing com­mit­tee received from their final selec­tions made pub­lic. This should include the exact same resume they sub­mit­ted and a syn­op­sis of the rea­sons the com­mit­tee picked them. It would be help­ful if the com­mit­tee said things like the board told us they needed more finan­cial strength and this per­son is a for­mer CFO from such and such. I would like to see all the can­di­dates’ con­flict of inter­est state­ments. Cur­rently there are no term lim­its for direc­tors. I’d like to see a three term limit. I’d like to see a pref­er­ence by the nom­i­nat­ing com­mit­tee for select­ing a direc­tor return­ing for a sec­ond (not third) term as long as that direc­tor has a pos­i­tive review from the board as a whole. It takes a while to learn how CIRA works. Some­one that has spent the past three years learn­ing and has the con­fi­dence of the board should not be let go of eas­ily. After six years they’re on their own and shouldn’t be shown any pref­er­ence. There are many lit­tle fine tun­ings like the exam­ples I’ve given that could improve the process.

How should CIRA go about this? I think CIRA is already on the right track. A small sub­com­mit­tee of the gov­er­nance com­mit­tee has been work­ing on this for a year. Next year the cor­po­ra­tions act will be chang­ing and we’ll have to make some bylaw changes to com­ply. When these nec­es­sary changes are being done the mem­bers could also vote on some minor changes to improve the elec­tion process.

I’m run­ning for the board of direc­tors for the Cana­dian Inter­net Reg­is­tra­tion Author­ity (CIRA). If you have a .ca domain I’d like your vote.  In order to vote you have to be a mem­ber (which is free). To become a mem­ber go here to reg­is­ter. My elec­tion state­ment is here.

*** UPDATE ***
It has been pointed out to me that there are other gov­er­nance mod­els that may accom­plish my goal of a board that has the needed skills but still allows for the wild card fac­tor. If a model could be found that sim­pli­fied the cur­rent process but guar­an­teed there was a rea­son­able method for a mem­ber to bypass the nom­i­nat­ing com­mit­tee that would be well worth considering.