********************************************************************** Incorporation of APAN Discussion document on Principals to be agreed prior to incorporation ********************************************************************** 1. Organization structure The current structure is set out in the APAN pamphlet (http://apan.net/pam0113.pdf) The incorporated structure should have a full-time Executive Director, responsible for the functions of the Secretariat and operational matters. The Chair would not be expected to devote as much time as is currently the case. The initial term of the Chair, under the formal structure would be two years. The Chair may renominate for a further term (for discussion). The Executive Director and the Secretariat need to be supported by Member contributions. This may limit the size and the scope of the Secretariat and its functions. The Secretariat may be centralized, or split over two locations. The locations may be chosen to minimize costs. Issues: (i) the term of the Chair. There is general consensus that the initial term of the Chair would be two years (anything shorter is inefficient). The issue then becomes should the incumbent be eligible to seek a further term, and if so, how many times can the incumbent seek a further term. A single term would encourage the Chair to be rotated among the Primary members. If there is a full-time Executive Director responsible for all operational matters and an efficient secretariat then the Chair may largely be a figurehead with little operational or representative drain on his/her time. On the other hand, if the Chair takes on a higher profile, he/she may only get into the swing of the role during the second year of the term, and it may be inefficient to change chairs too quickly. Having the ability to seek a further term doesn¡¯t mean that this would be granted. Members need to decide on the term of the Chair: - two years only, no second term - initial two year term with a maximum of one additional two year term - initial two year term with a maximum of more than one additional two year term At the Bangkok meeting there was little support for the third option. (ii) centralized vs distributed secretariat The costs of the Secretariat need to be borne by subscriptions from Members and these will be limited. It is important therefore to minimize the cost of running the Secretariat. This can be achieved by locating the Secretariat in one or more low-cost locations. There may be some advantages in splitting the Secretariat across the North Asia Net Group and the South East/South Net Groups, so that resources can de deployed most effectively to the issues at hand. Do Primary Members prefer a single location, or two locations (one in the North and one in the South East/South) as the best model to help meet the objectives of APAN. 2. Governing Body, Membership, and mode of operation It is anticipated that the incorporated organisation will be a limited liability, not-for-profit entity. DANTE, APNIC and AARNet are all not-for-profit companies, limited by shares. Votes are related to the number of shares held. The cost of the shares may be nominal. Once there is agreement on the Principals, those APAN countries that have a suitable legal environment to host a regional multi-national incorporated entity will be invited to bid to host the incorporated entity. The Governing Body (or Board) will consist of representative of the Primary Members. The Policy on Primary Membership is set out at (web reference). It is anticipated that the Chair and Vice-Chairs will form the ¡®Executive Group¡± and will carry much of the policy formulation and development in conjunction with the APAN committees. APAN will have other Membership categories. These categories of Membership will not have voting rights but will otherwise contribute to the objectives of APAN. Issues: There are a number of variants to the model of governance set out above. Further discussion on this topic could be considered later. The not-for-profit limited liability model does seem to have worked well elsewhere. Once the Constitution of the Company is determined, the Company enters into an agreement with each Primary Member (and a different type of agreement with other member type). Some legal advice may be required. 3. Basis of Membership fee Several models of membership fee have been canvassed, including as a function of national GDP and as a function of GDP per capita See separate spreadsheet on models for determining contributions. There should be a minimum contribution of US$1,000pa Issues: The two models used for membership fees (related to square root of GDP and to GDP per capita) give very large differences for some countries. The ability to raise the fee also varies greatly depending on things like the level of support given by governments and on how the value of APAN is perceived within a country. This is likely to be a difficult issue for some countries and it is proposed that the Primary Members ¡°self select¡± within the fee range set out between the two models. Members can of course pay more if they are able to do so. Nevertheless, the total raised will determine what can or can¡¯t be achieved. Do Primary Members agree with the ¡°self-select¡± proposal for membership fees? 4. Number of votes per Primary Member Some countries will contribute much more than others in terms of membership contributions. Having equal votes irrespective of contributions may not be equitable. Conversely, no Primary Member, or small group of Primary Members should have an effective veto on voting. It is proposed that the range of votes per Primary Member should have a range of approximately 1 to four (for discussion. See separate spreadsheet. Issues: The number of votes per Primary Member is also one where there was little consensus at the Bangkok meeting. Some felt that one vote per member would avoid an effective veto by one or a small number of members. Others felt that those that contribute more should have a greater say. Members need to decide between one vote per member, or a higher number of votes related to some function of Members contribution (but with the voting range to be no greater than 1 to 4 per Member). 5. Objectives of APAN The Objectives of APAN were agreed by the endorsement of the ¡°Retreat¡± document at the 16th APAN meeting held in Busan (http://apan.net/meetings/busan03/retreat/report.txt ) and are summarized in the APAN pamphlet (http://apan.net/pam0113.pdf) as: - to coordinate and promote R&D activities on networking including technology, applications and services; and - to provide an advanced networking environment for research and education communities in the Asia-Pacific region. [drafting note ? might need to refine wording, would be useful to add reference to global collaboration] alternative wording might be: - to coordinate and promot network technology developments and advances in network-based applications and services; - to coordinate the development of an advanced networking environment for research and education communities in the Asia-Pacific region; and - to encourage and promote global cooperation to help achieve the above. APAN will help achieve these objectives by: - holding meetings, workshops and conferences; - exchanging technical information among its community, and more broadly; - arranging and organizing education and training; and - promoting and encouraging regional connectivity Issues: Above are the objectives as set out in the ¡°Retreat¡± document, and some alternative wording to capture the refinements discussed at the BoF in Bangkok. Objectives should be indicative of what the organization needs to achieve, but they can be varied, amended and refined over time. Are the objectives as set out in the ¡°Retreat¡± document, or the alternative wording set out in the Discussion document sufficiently clear to move forward with at this point?