Page History
Members: Avri Doria, Cheryl Langdon-Orr, Donna Austin, Eduardo Diaz, Greg Shatan, Jaap Akkerhuis, Jonathan Robinson, Lise Fuhr, Olivier Crepin-Leblond, Paul Kane, Wanawit Ahkuputra (11)
Participants: Alan Greenberg, Alissa Cooper, Allan MacGillivray, Chuck Gomes, Gary Hunt, Guru Acharya, Harold Arcos, James Gannon, Kavouss Arasteh, Martin Boyle, Matthew Shears, Peter Van Roste, Philip Corwin, Robin Gross, Sabine Meyer , (15)
Legal Counsel: Sharon Flanagan,
Guests: Kurt Rossler,
Staff: Akrum Atallah, Berry Cobb, Brenda Brewer, Grace Abuhamad, Kurt Rossler, Nathalie Nathalie Vergnolle, Samantha Eisner, Trang Nguyen, Xavier Calvez, Yuko Green
Apologies: Seun Ojedeji; Maarten Simon
**Please let Brenda know if your name has been left off the list (attendees or apologies).**
Agenda
1. Opening Remarks
2. Key Legal Issues
- PTI Bylaws & AoI Table (see Google doc)
- ICANN-PTI Contract
- Annex C
- IANA IPR
- PTI Conflict of Interest Policy
3. Implementation
4. Client Committee
5. Project Costing Support Team
6. AOB
7. Closing Remarks
Notes
1. Opening Remarks
On-going work with the IOTF (Implementation Oversight Task Force)
2. Key Legal Issues
PTI Bylaws & AoI Table
- Live edits in the Google doc: https://docs.google.com/document/d/1rmsp569qRxkWtNSNrJsZzENxFKLwbXVcTDWSGZJEqcU/edit?usp=sharing.
- Sharon suggests that it be made clear that the PTI manager = President.
- Alan suggests that preferences for Chairperson not be noted in a formal document such as the Bylaws
- Correct terminology is "NomCom-nominated" not "NomCom-appointed"
- The CWG will be receiving a package of materials shortly that include a PTI Board Code of Conduct; Conflict of Interest Policy; and Expected Standard of Behavior
Action (ICANN/Sidley): Propose language that would meet the intent of the high-level thresholds noted in the PTI Bylaws/AoI response table, but that will also
address the possibility of vacancies or conflicts of interest, or other risk of paralysis (possible majority vote).
Action (ICANN): Confirm to Sidley a timeline for the PTI budget (currently at 9months in advance for inclusion into ICANN budget). Akram notes in call: "The PTI
budget should be approved by the PTI Board right before the ICANN board approves the ICANN budget which is at the end of the process not at the beginning."
ICANN-PTI Contract & PTI Conflict of Interest Policy
Timeline for PTI-related work plan to be shared soon.
Annex C
Documentation of existing processes for ccTLDs. See table developped by Sidley for more information.
IANA IPR
Pre-mature to give an update an this stage, but the three communities should be meeting next week to discuss the legal input on their proposed principles/terms.
3. Implementation
Presentation and update from Trang Nguyen
4. Client Committee
- Rationale for PTI staffing (secondment) has been delivered and is under discussion within the IOTF.
- There was a question from the RySG about the corporation status (see: http://mm.icann.org/pipermail/cwg-stewardship/2016-June/005114.html).
- Sharon is not concerned about the legal status of the corporation.
5. Project Costing Support Team
6. AOB
Implementation update meeting in Helsinki - details will be posted to the mailing list.
Will need to consider future meeting schedule following Helsinki and through implementation completion
7. Closing Remarks
Action Items
Action (ICANN/Sidley): Propose language that would meet the intent of the high-level thresholds noted in the PTI Bylaws/AoI response table, but that will also address the possibility of vacancies or conflicts of interest, or other
risk of paralysis (possible majority vote).
Action (ICANN): Confirm to Sidley a timeline for the PTI budget (currently at 9months in advance for inclusion into ICANN budget). Akram notes in
call: "The PTI budget should be approved by the PTI Board right before the ICANN board approves the ICANN budget which is at the end of the process
not at the beginning."
Transcript
Recordings
- Adobe Connect recording is available here: https://icann.adobeconnect.com/p2mpa0w9juf/
- MP3 recording is available here: http://audio.icann.org/stewardship-transition/cwg-iana-16jun16-en.mp3
Documents
Chat Transcript
Brenda Brewer: (6/16/2016 09:39) Good Day all and welcome to CWG IANA Meeting #81 on 16 June 2016 @ 15:00 UTC!
Kavouss Arasteh: (09:41) Good Afternoon ,Geneva time, Brenda and vanawith
Kavouss Arasteh: (09:55) Dear Brenda
Kavouss Arasteh: (09:56) Pls kindly do oit forget to call me on my mobile
Brenda Brewer: (10:03) Kavouss, you are connected now by phone.
Jaap Akkerhuis (SSAC): (10:03) sound problems, rejoin
Jonathan Robinson: (10:03) I too have a sound problem. Will rejoin shortly
Olivier Crepin-Leblond: (10:04) Works well here, both on the AC and on my dial out
Greg Shatan: (10:04) I will need to step off the call just before 15:30 UTC. I hope to return around 16:00 UTC. If we could discuss the IANA IPR while I'm on the call that would be much appreciated.
Gary Hunt - UK Government: (10:06) Good afternoon from London!
matthew shears: (10:06) you sound crystal clear on this end grace
Jonathan Robinson: (10:07) I am now live
Grace Abuhamad: (10:11) This is the link to the Google doc: https://docs.google.com/document/d/1rmsp569qRxkWtNSNrJsZzENxFKLwbXVcTDWSGZJEqcU/edit?usp=sharing
Sharon Flanagan: (10:14) Dialing in now
Sharon Flanagan: (10:15) I am on now
Alan Greenberg: (10:21) I understood the history and best practices, but if it is a recommendation, it is still a decision of the sitting directors. So do not see merit. BUt I can live with it.
Olivier Crepin-Leblond: (10:22) yes use "selected" rather than "elected" please. Selection is non political. "election" has political tones
Paul Kane: (10:22) Agree Board (s)elects Chair
Cheryl Langdon-Orr (CLO): (10:23) Let's use SELECTED as the term
Paul Kane: (10:23) Agree Olivier - selected by Board
Kavouss Arasteh: (10:24) Lise +!
matthew shears: (10:24) agree with Lise particulalry if the PTI manager is the PTI President then my preference would be for an indepdent nom com nominated Chair
Grace Abuhamad: (10:24) Noted in the Google doc. Thank you!
Grace Abuhamad: (10:25) I'm making live edits in the google doc as we go
Sharon Flanagan: (10:25) President will be a director
Sharon Flanagan: (10:25) It's required under the PTI bylaws as currently drafted
matthew shears: (10:26) then we should make explicit that the chair is nom com nominated
Kavouss Arasteh: (10:27) Mathieu+1
Kavouss Arasteh: (10:28) sorry ,Mathiew
Grace Abuhamad: (10:28) noted edits in the Google doc. thank you
Greg Shatan: (10:30) Stepping away.
Kavouss Arasteh: (10:30) For the sake of continuity , I prefer that the term should be selected/elected for more than one year
Lise Fuhr: (10:32) Correct
Kavouss Arasteh: (10:32) Use of presnet tense was aiamed when we draft the text
Kavouss Arasteh: (10:32) YES
Kavouss Arasteh: (10:32) Agree with minimum three years
Kavouss Arasteh: (10:34) Lewggally speaking , we should not use "Shall" in this case
Kavouss Arasteh: (10:35) legally speaking ,may is more relevant
Paul Kane: (10:36) 3 in 12 month - Agree Jonathan
Samantha Eisner: (10:36) Is this only for regularly-noticed meetings?
Samantha Eisner: (10:37) What about meetings that occur on short notice?
Sharon Flanagan: (10:37) The draft language we proposed was "regular" meetings only
Paul Kane: (10:37) Regular - not short notice....
Kavouss Arasteh: (10:37) Sharon
Cheryl Langdon-Orr (CLO): (10:37) 3 per year works with /as cosecutive YES
Samantha Eisner: (10:37) Could we put this guidance into teh Board Code of Conduct as opposed to baking it into the Bylaws?
Kavouss Arasteh: (10:37) it was clear that we were talking of regular meeting
Cheryl Langdon-Orr (CLO): (10:38) and yes Regularly noted Meetings
Sharon Flanagan: (10:38) I would include here
Sharon Flanagan: (10:38) We community has no jurisidiction over the Board Code of Conduct
Sharon Flanagan: (10:38) The community
Kavouss Arasteh: (10:40) The use of word " Shall " or " Must' is too strong and take out all felexibility arising from prevailing circumstancesa
Grace Abuhamad: (10:40) @Kavouss, your point is addressed since the responses direct language to be "may"
Paul Kane: (10:41) Regular meetings need more than 2 days notice! .... The independent Directors will probably have busy lives
Cheryl Langdon-Orr (CLO): (10:41) I thinks as it is *may* it is fine in the bylaws Sam... Though I am happy to see the dev and use of a Board Code of Conduct and similarly important Documents such as COI
Sharon Flanagan: (10:42) Note that the Board sets the schedule of regular meetings by resolution so directors will have input on the schedule
Paul Kane: (10:43) Lise +1
matthew shears: (10:43) yes + 1
Samantha Eisner: (10:45) Here is the ICANN Board of Directors Code of Conduct: https://www.icann.org/resources/pages/code-of-conduct-2012-05-15-en
Kavouss Arasteh: (10:45) Any term which ties up the hands of the Board seems difficult to agree with
matthew shears: (10:46) these were the items highlighted in the COSO section of the NTIA review
Kavouss Arasteh: (10:47) Agree with the propose Quorum criteria
Kavouss Arasteh: (10:47) pro.posed criteria is agreed
Trang Nguyen: (10:48) We will circulate the list of yellow items in the COSO section of the NTIA report to the CWG for review. The document will also show ICANN's plans for addressing the items.
matthew shears: (10:48) thanks Trang
Lise Fuhr: (10:48) @Trang - perfect
Samantha Eisner: (10:49) Vacancy or conflict of interest on a particular topic that makes the director unavailable to vote
Cheryl Langdon-Orr (CLO): (10:50) Correct Alan NC would select alterntes as well
Sharon Flanagan: (10:53) We can propose language
Samantha Eisner: (10:54) I wasn't trying to go to that point, Alan, it was moreso the issue of a Director not being able to vote yes or no on an item
Cheryl Langdon-Orr (CLO): (10:54) Abstentions should *never* mean No IMO
Kavouss Arasteh: (10:54) Sharon, pls propose something which takes care of Quorum and the criteria with or without refernce to seating memebrs
Kavouss Arasteh: (10:55) It seems good to me
Alan Greenberg: (10:55) Presuming one of the NomCom slights is filled!
Alan Greenberg: (10:55) slights=seats
Kavouss Arasteh: (10:56) we should think of a case that if we make the selection with high criteria ,we may face difficulties when we have a vacancy
matthew shears: (10:58) agree Jonathan
Paul Kane: (11:00) PTI is a technical service provider - it is not an authority.
Lise Fuhr: (11:00) Hi All, I have to leave the call - thank you for good discussions so far.
Kavouss Arasteh: (11:00) Could we mention that Advisory committee is not normally required leaving rooms for some exceptional caes
Paul Kane: (11:01) We don't want to duplicate ICANN
matthew shears: (11:01) I don't see the need to duplicate existing ACs
Paul Kane: (11:01) Keep PTI lean
Cheryl Langdon-Orr (CLO): (11:01) INDEED Paul
Sharon Flanagan: (11:01) CWG proposal at 112 also addresses this
Lise Fuhr: (11:01) Agree with Paul Kane
Cheryl Langdon-Orr (CLO): (11:02) also the review point is at 48 month it could be 'discussed' then *if needs be*
Kavouss Arasteh: (11:04) I am not insisting at all
Donna Austin, RySG: (11:07) Apologies, I have to leave this call.
matthew shears: (11:08) do we need some statement here to ensure that those changes are consistent with the mission bylaws?
Kavouss Arasteh: (11:08) The course of actions proposed seems satisfactory
Sharon Flanagan: (11:10) Can we go back to budget?
James Gannon: (11:10) Apologies for tardyness (xtreme tardyness at this stage)
Kavouss Arasteh: (11:11) Criteria proposed for Article 12 seems ok
Sharon Flanagan: (11:12) ok, thanks
matthew shears: (11:13) apologies I have to drop off now - thanks all
Kavouss Arasteh: (11:13) We need to hear from Xavioer the practicality of additional month
Trang Nguyen: (11:14) @Chuck: Xavier had to drop off
Kavouss Arasteh: (11:14) Tks Chan supporting my initial suggestion
Cheryl Langdon-Orr (CLO): (11:14) Exctly Chuck we went over it with Xavier and staff very carefully but yes lets check
Akram: (11:15) The PTI budget should be approved by the PTI Board right before the ICANN board approves the ICANN budget which is at the end of the process not at the beginning
Alan Greenberg: (11:16) Akram, yes, "approved", but we need to feed into the draft ICANN budget ahead of time, but 9 months is perhaps overkill.
Sharon Flanagan: (11:16) I think we need at least a week as a purely mechanical matter
Kavouss Arasteh: (11:17) Sorry I meant Chuck, sorry for that
Alan Greenberg: (11:17) It means we need to have a draft PTI budget to start in July 2017 In October of this year.
Akram: (11:17) @Alan, the submission of the PTI budget to the ICANN Budget process should align with other submissions from all departments in ICANN
Alan Greenberg: (11:18) @Akran, when is that in today's model?
Trang Nguyen: (11:18) The proposed timeline and process is that the PTI budget would be approved by the PTI board after a period of engagement to finalize with the community. After the PTI board approval, the PTI budget will then be incorporated into the ICANN budget for public comment and approval by the ICANN board. The timing between the PTI board approval and ICANN board approval would be less than 9 months.
Chuck Gomes: (11:20) Trang can you and Xavier do the timeline?
Kavouss Arasteh: (11:20) We need to ensure that what we proposing is coherent
Akram: (11:21) I think we're starting the internal process 9 months ahead now and we might start this earlier next year
Chuck Gomes: (11:23) Clearly the development of the PTI budget would have to start before the 9 month marker so that a draft could be delivered at that marker.
Kavouss Arasteh: (11:26) How urgent is this issue?
Kavouss Arasteh: (11:26) could we doing that after Helsinky
Akram: (11:27) @Chuck, they should start at the same time, the marker is when finance starts the process, then each department has time to fill in the forms and submit them to finance to aggregate, it's at that time that the PTI "draft budget needs to be submitted. We will do a timeline, but the wording should not fix the date of submission since the process continues to be optimized to allow for more community interaction.
Kavouss Arasteh: (11:27) the audio is too low
Chuck Gomes: (11:36) @ Akram: If you are saying that the development of the PTI budget should start at the 9 month marker, I am not sure that is what the CWG proposal recommended, but I think the timeline for various steps will help us determine that.
Kavouss Arasteh: (11:37) tks for comprehensibve briefing
Akram: (11:38) @Chuck, agreed
James Gannon: (11:39) I still have serious concerns over the secondment issue, it undermines the separability concept quite strongly.
Trang Nguyen: (11:41) I believe this is the question: “In the Sidley draft legal memo regarding PTI and ICANN (April 18, 2015), they say:“This will ensure that the IANA naming functions is both functionally and legally “ring fenced” from the ICANN entity.”The proposed secondment of virtually all PTI personnel from ICANN appears to me to pose a legal risk that PTI would not be considered a separate corporation under California law. I suggest that Sidley be asked to look into this. ”
Avri Doria: (11:41) i have supporter secondement of all current employees except the PTI manager and do not not support secondement for new hires.
Grace Abuhamad: (11:41) This is the email to which Jonathan is referring: http://mm.icann.org/pipermail/cwg-stewardship/2016-June/005114.html
Chuck Gomes: (11:43) Thanks Sharon.
Greg Shatan: (11:44) Sharon's view makes sense to me. Secondment may raise issues, but I don't think this is one of them.
Greg Shatan: (11:44) And I don't think those are "legal" issues.
Jaap Akkerhuis (SSAC): (11:44) The dropouts in sound getting too much for me, bye!
Greg Shatan: (11:45) I do thiink there are legal aspects to those questions.
Avri Doria: (11:45) i am conceredn about conflict of interst in the PTI manager being an employee of ICANN and being repsonsible to PTI board.
Kavouss Arasteh: (11:46) Avri+1
Greg Shatan: (11:46) I think that's moving in the wrong direction.
James Gannon: (11:47) Then staff end up on both sides of the conflict of interest potentially. As service provider and service owner
Alan Greenberg: (11:47) The PTI Board is largely selected by ICANN. What is the conflict. And what possible conflict could ICANN have in wanting to provide good IANA services for both names and the other two communities?
James Gannon: (11:48) (I have to jump off in a moment to prep for another call unfortuntely)
Avri Doria: (11:51) Alan, if ICANN and PTI have a different perspective, the PTI Board has a speecific fiduciary repsonsiblity for PTI whatever their employement. And they are not necessarily ICANN employees, just ICANN appointees. The PTI manager is an employee on both sides of the relationship and is bound to obey two different employers. The PTI Manager needs to put PTI first. We lose all notion of sperability if the PTI manager is an ICANN employee.
Cheryl Langdon-Orr (CLO): (11:51) New emplyment should be treated differrently to secondment matter for now Yes I agree
Avri Doria: (11:53) not only the gold standard, but a CWG requirement
Avri Doria: (11:53) in a sepration discussion who does the PTI manager report to?
Alan Greenberg: (11:54) To be clear, the PTI manager needs to put IANA first (all 3 aspects). I do not see any conflict here.
Kavouss Arasteh: (11:54) we could start with employee and then after certain year( s) go to external
Olivier Crepin-Leblond: (11:56) I do not think there is enough employee turnover in the IANA functions
Kavouss Arasteh: (11:56) we should think of a proper continuity
Akram: (11:56) @Avri, regardless of the discussion, the President of PTI is an officer of PTI and therefore his/her fidusciary duty is to PTI and the board of PTI
Cheryl Langdon-Orr (CLO): (11:56) Had to drop off the audio for anaother call
Cheryl Langdon-Orr (CLO): (11:56) still in AC
Olivier Crepin-Leblond: (11:56) I am also concerned that we'd end up awith a higher rate of employee turnover if PTI makes hires of employees
Avri Doria: (11:57) it would be up to PTI to keep its employees happy, and once hiring starts, the seconded employee should have the right to shift over if they think the conditions are better for new employees.
Cheryl Langdon-Orr (CLO): (11:58) yup agree @Avri
Cheryl Langdon-Orr (CLO): (11:58) Ot to go to the other AC room now please excuse me Bye
Chuck Gomes: (11:58) Thanks all.
Avri Doria: (11:59) bye
martin boyle, Nominet: (11:59) thanks & bye
Olivier Crepin-Leblond: (11:59) Thank you all
Gary Hunt - UK Government: (11:59) Goodbye from London!
