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.