Page History
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Please refer to the memo from 23 April 2015 entitled “Legal Assessment: Executive Summary, Summary Chart and Revised Governance Chart”: If the CCWG-Accountability’s Single Member Model is implemented, the Board could only remove directors for causes specified in the California corporate code. For further detail on legal advice provided, see Appendix G.’
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QUESTION: According to the 5/5/5/5/5/2/2 power exercising distribution, does CCWG consider the number of members in each AC or SO in determining to exercise the community power?
Numbers are about notional voting weights. We are not imposing internal SO/AC quorums on making decisions.
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QUESTION: Is the voting pool always 27 or 25 without SSAC / RSSAC and 20 without GAC?
Yes, if all SO/ACs were participating, there would be 29 votes. It is an opt-in mechanism where SO/ACs can decide to remove themselves or join. The model is open to welcoming new entries. Note that new additions and removals beyond those listed will require a Bylaws change.
QUESTION: Who can take the vote position for each AC/SO? The same as vote member for each AC/SO to vote for ICANN board member?
CCWG Legal Counsel's Response: Under applicable California law, where the Articles or Bylaws provide a Member (or Designator) with the right to elect or appoint one or more directors, then only that Member (or Designator) may remove such director(s) without cause. The Board may only remove such director(s) for cause, such as conviction for a felony crime. (For detail, see row 3 and supporting footnotes in the June 8, 2015 chart at this link. Footnote 4 more completely lists causes for which the board may remove a member-elected director.)
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QUESTION: According to the 5/5/5/5/5/2/2 power exercising distribution, does CCWG consider the number of members in each AC or SO in determining to exercise the community power?
Numbers are about notional voting weights. We are not imposing internal SO/AC quorums on making decisions.Each SO or AC can make decision on how voting will be exercised. There are no defined sets of representatives. The CCWG does not create any rules around how SO/ACs need to organize themselves internally.
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QUESTION:
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Is the voting pool always 27 or 25 without SSAC / RSSAC and 20 without GAC?
Yes, if all SO/ACs were participating, there would be 29 votes. It is an opt-in mechanism where SO/ACs can decide to remove themselves or join. The model is open to welcoming new entries. Note that new additions and removals beyond those listed will require a Bylaws change.
QUESTION: Who can take the vote position for each AC/SO? The same as vote member for each AC/SO to vote for ICANN board member?
Each SO or AC can make decision on how voting will be exercised. There are no defined sets of representatives. The CCWG does not create any rules around how SO/ACs need to organize themselves internally.
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QUESTION: What are the proposed reviews for DIDP?
We have heard DIDP-related concerns and will be looking at it as part of Work Stream 2.
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QUESTION: Have the CWG confirmed that you have met the requirements?
There has been no signal that we would not meet requirements. The CWG has set up a dedicated Team to ensure the requirements are met
We have heard DIDP-related concerns and will be looking at it as part of Work Stream 2.
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QUESTION: Have the CWG confirmed that you have met the requirements?
There has been no signal that we would not meet requirements. The CWG has set up a dedicated Team to ensure the requirements are met.
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QUESTION: Given the recent findings about the IRP in reference to the .africa domain is there work being done around strengthening and improving the process?
Making it an accessible process was an important priority for the CCWG and we are recommending both substance and process enhancements. We find it is critical to have a standing panel of people familiar with mission, rules and procedures. The proposed standing panel will allow for subject matter expertise and is a critical feature of it. In addition, IRP is currently narrowly focused on violation of Bylaws. We are recommending expanding it to substance. We also suggest panel decisions that have precedential value. As part of Work Stream 2, there will be a work group to develop clear rules for operating procedures/appeals.
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QUESTION:
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Given the recent findings about the IRP in reference to the .africa domain is there work being done around strengthening and improving the process?
Making it an accessible process was an important priority for the CCWG and we are recommending both substance and process enhancements. We find it is critical to have a standing panel of people familiar with mission, rules and procedures. The proposed standing panel will allow for subject matter expertise and is a critical feature of it. In addition, IRP is currently narrowly focused on violation of Bylaws. We are recommending expanding it to substance. We also suggest panel decisions that have precedential value. As part of Work Stream 2, there will be a work group to develop clear rules for operating procedures/appealsWe have spent considerable time on diversity. With the “no more than 2 panellists from each region” principle in mind, we concluded that we would have a minimum of 7 panellists. We foresee that there will be a tender for a provider to help identify qualified panellists from around the globe.
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QUESTION:
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On the IRP slide, it says "reasonable efforts" will be used to populate the panel - how do we ensure that those efforts will be strong enough?
We have spent considerable time on diversity. With the “no more than 2 panellists from each region” principle in mind, we concluded that we would have a minimum of 7 panellists. We foresee that there will be a tender for a provider to help identify qualified panellists from around the globe.
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QUESTION: Given the long term accountability work in place it would be beneficial to have a report that tracks the various IRP failures over the years and the leanings from those failures including what has been done by ICANN over the years to address the gaps.
We are envisioning institutionalized periodic reviews of how the IRP is working and how decisions are being handled.
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QUESTION: Is cost containment (for all parties concerned) one of the goals of improvement?
Cost-containment is an important aspect of IRP. ICANN will be responsible for costs. Filing fees, however, will likely be put in place to deter abusive and frivolous request. The Report provides information on securing pro-bono legal representation for community IRP. Rules that exist now will be put in place to maintain efficiency.
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QUESTION: One IRP issue is the interpretation of poorly drafted rules versus the spirit of the policy behind the rules. Are we allowing “discretion" in the new IRP?
Our goal is to issue easily understood rules for IRP. We will be looking to clarify what is and what is not subject to independent review. The IRP would be a place to reconcile inconsistent or conflicting decisions of expert panels, a place to resolve some difficulties we would have in gTLD process where expert panel has different interpretations and decisions cant be reconciled.
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QUESTION Are there many sole member non-profit corporations in California?
It is not uncommon.
CCWG Legal Counsel's Response: While we do not know of a data set that would provide the number of sole-member non-profit corporations, in our experience, the sole-member structure is not uncommon. We have experience with its use both in California and in other US jurisdictions.
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QUESTION - Do we have any "role models" for CMSM structure - since this model was suggested by external legal counsel?
The details of this are quite specifically developed for the ICANN concept.
CCWG Legal Counsel's Response: While many non-profit corporations have sole members, the Community Mechanism as Sole Member was not modeled on any particular organization. Rather, the CMSM emerged over time as a better way to achieve the community empowerment objectives that the CCWG had identified (and related CWG dependencies), in light of the significant concerns expressed about other models under consideration. In particular, the Community Mechanism as Sole Member model provides a means to empower the community while avoiding any requirement that ACs and SOs become legal persons.
We are envisioning institutionalized periodic reviews of how the IRP is working and how decisions are being handled.
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QUESTION: Is cost containment (for all parties concerned) one of the goals of improvement?
Cost-containment is an important aspect of IRP. ICANN will be responsible for costs. Filing fees, however, will likely be put in place to deter abusive and frivolous request. The Report provides information on securing pro-bono legal representation for community IRP. Rules that exist now will be put in place to maintain efficiency.
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QUESTION: One IRP issue is the interpretation of poorly drafted rules versus the spirit of the policy behind the rules. Are we allowing “discretion" in the new IRP?
Our goal is to issue easily understood rules for IRP. We will be looking to clarify what is and what is not subject to independent review. The IRP would be a place to reconcile inconsistent or conflicting decisions of expert panels, a place to resolve some difficulties we would have in gTLD process where expert panel has different interpretations and decisions cant be reconciled.
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QUESTION Are there many sole member non-profit corporations in California?
It is not uncommon.
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QUESTION - Do we have any "role models" for CMSM structure - since this model was suggested by external legal counsel?
The details of this are quite specifically developed for the ICANN concept.
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QUESTION: To make the rejection not happen, we need efficient cooperation between staff, Board, community for budget-related matter. This is already in place but let’s make it compulsory to avoid a a situation where the budget get rejected.
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