Page History

Agenda 

Scope of PTI, PTI Board Composition

Notes

Overall Timeline / Milestones

• 2 June CWG-Stewardship meeting
• 4 June CWG-Stewardship meeting – review final proposal (sign-off?)
• 8 June - submission to SO/ACs
• 9 June CWG-Stewardship meeting – Next steps, communication, other issues
• W/C 8 June – Communication Work - Webinars on 11 June?
• 21-25 June -- ICANN 53 in Buenos Aires

Current schedule for rest of meetings:

• Meeting #54 (10h00 to 12h00 UTC) – Accountability mechanisms 
• Meeting #55 (14h00 to 16h00 UTC) – Remaining open issues including implementation and timescales

Notes: 

PTI Board comments start on page 21 

Level Set: 

• Public Comment 1 – December 2014: Satisfaction with IANA; Retain IANA with ICANN; Legal advice on structure 
• required; Comments on both too much and too little detail
• ICANN52 Singapore – February 2015: Entered with 4 structures, left with 7; Lack of operational specifics 
• criticized; No legal advice in place; Established new working methods
• F2F Istanbul – 25-27 March 2015: Entered with 7 structures; Physical presence of and support from Sidley; Spirit 
• of compromise and recognition of need to make progress
• April High Intensity: Integration and finalization priority 1 DTs; Sidley Punch List; Finalize key content of proposal for 2nd public comment

Current status

• We did significant work on this after we released the draft for Public Comment

• . Much of the legal advice came in after we published the draft. Group has more information now. 
• With Sidley advice, the CWG took a construct forward. The construct considered is a PBC with, as a backup, an LLC configured to mimic a PBC
• The function of the PTI Board is to operate the subsidiary to meet, at minimum, the statutorily requirements for the subsidiary. In addition the PTI Board will have to ensure that the PTI as the subsidiary performs to meet the conditions of the contract which will encapsulate all the SLEs and other requirements that PTI is expected to meet.
• The provisional construct of the PTI Board would be a range of 3-5 people with, for example, the President of GDD, CTO, IANA Managing Director, and two additional directors. The CWG will consider making recommendations as to the skill set of PTI Board directors. 
• A suggestion, consistent with the provisional construct, which received some traction is as follows: ICANN Board not CEO selects the 3 members of the PTI board from among ICANN employees with advice and consent of CEO; and also selects 2 members of the PTI Board from among ICANN Board members. 
• The CWG will investigate whether ICANN Board members as PTI Board members are considered ‘insiders’ or not from a legal perspective (legal input requested).
• The CWG is not in a position to appoint representatives from the other operational communities, but notes that the 3-5 construct that is being proposed would create an opening should other operational communities decide to join. The CWG considers the IANA function to be operational in nature and has been be mindful of that throughout. 

Current conclusion

Understanding of the group at this stage is that the PTI Board will be an 'inside board', composed with a range of 3-5 people 

Action (Sidley): look into composition for PTI Board to be majority ICANN Board members, and consider whether this is an inside or outside board in the legal structure. 

We do not have concensus, but we have a construct and have tested it against some of the public comments (as a start). 

Document resources: 

• All Client Committee documents are here: https://community.icann.org/display/gnsocwgdtstwrdshp/Client+Committee

• PTI Board and Costs (7 May): https://community.icann.org/download/attachments/52891634/PTI%20-%20Board%20Duties%20and%20Costs.pdf?version=1&modificationDate=1431531205000&api=v2

• Comparison of PBC vs. LLC (7 May): https://community.icann.org/download/attachments/52891634/Comparison%20of%20PBC%20vs%20LLC.pdf?version=1&modificationDate=1431531191000&api=v2

• Memorandum - Post-Transition IANA Board Stress Tests (13 May): https://community.icann.org/download/attachments/52891634/Memorandum%20-%20Post-Transition%20IANA%20Board%20Stress%20Tests_13May.pdf?version=1&modificationDate=1431893980000&api=v2

• PTI Entity Structure (13 May): https://community.icann.org/download/attachments/52891634/PTI%20Entity%20Structure_13May.pdf?version=1&modificationDate=1431893995000&api=v2

Action Items

Action (Sidley): look into composition for PTI Board to be majority ICANN Board members, and consider whether this is an inside or outside board in the legal structure. 

Transcript

Transcript CWG IANA Session 4 29 May.doc

Transcript CWG IANA Session 4 29 May.pdf

Recordings

The Adobe Connect recording is available here:  https://icann.adobeconnect.com/p41qp7ojv3e/

The audio MP3 link is available here:  http://audio.icann.org/gnso/gnso-cwg-iana-29may15-en.mp3 

Chat Transcript

  Brenda Brewer: (5/29/2015 01:40) Welcome to the CWG IANA Intensive Work Day 2, Session 4 on 29 May 2015.

  Holly Gregory (Sidley): (01:56) From the US a very early Good Morning to our CWG friends.

  Sabine Meyer (GAC - Germany): (01:56) good morning, Holly!

  Paul Kane: (01:57) Morning

  Sabine Meyer (GAC - Germany): (01:57) and hello to everyone else, too, of course.

  Martin Boyle, Nominet: (01:57) good morning

  Bernard Turcotte - Staff support: (01:57) hi all

  Grace Abuhamad: (01:57) Hi all -- PTI Board comments start on page 21 of the document on screen in case you want to do some pre-meeting reading

  Sabine Meyer (GAC - Germany): (01:58) I've just looked up "404 brain not found" memes on the internet, but sure!

  Sabine Meyer (GAC - Germany): (01:58) :)

  Josh Hofheimer (Sidley): (01:58) Hello all

  Maarten Simon, SIDN: (01:59) good morning

  Eduardo Diaz - (ALAC): (01:59) A very good early morning

  Jaap Akkerhuis -- SSAC: (02:00) Good morning indeed

  jorge cancio (GAC - Switzerland): (02:00) hi everyone

  Keith ccNSO: (02:00) Good evening everyone

  Chuck Gomes (RySG): (02:00) Hello all.

  Staffan Jonson: (02:01) Good morning all

  Lise Fuhr: (02:01) Hello all

  Erick Iriarte Ahon: (02:01) good (really) morning here in Lima

  Sabine Meyer (GAC - Germany): (02:02) again I am reminded of my privileged time zone...

  Ørnulf Storm, Norway: (02:02) Good moring everyone. I am joining in since Elise is travelling back from WSIS Forum in Genveva

  Grace Abuhamad: (02:03) Welcome!

  Staffan Jonson: (02:06) Hi Örnulf

  Keith ccNSO: (02:08) Is an Ø the same as an Ö ?

  Avri Doria: (02:09) I thought we set it in the background, becasue we had discssed it enough in order to discuss the internals.  We left it opne to return to it is the internals did not work out.  Or at least that is what I had understood at the time.

  Lise Fuhr: (02:09) @Keith yes it is the Swedish Ø

  Grace Abuhamad: (02:10) The footnote 6 says:   CCWG-Accountability Dependency – see https://community.icann.org/x/TSYnAw

  Keith ccNSO: (02:10) Thanks Lise - always puzzles me...

  Sabine Meyer (GAC - Germany): (02:11) now I feel like pointing out that å is not the same as ä, just to confuse Keith :)

  Grace Abuhamad: (02:12) All Client Committee documents are here: https://community.icann.org/display/gnsocwgdtstwrdshp/Client+Committee

  Grace Abuhamad: (02:12) PTI Board and Costs (7 May): https://community.icann.org/download/attachments/52891634/PTI%20-%20Board%20Duties%20and%20Costs.pdf?version=1&modificationDate=1431531205000&api=v2

  Grace Abuhamad: (02:12) Comparison of PBC vs. LLC (7 May): https://community.icann.org/download/attachments/52891634/Comparison%20of%20PBC%20vs%20LLC.pdf?version=1&modificationDate=1431531191000&api=v2

  Keith ccNSO: (02:12) So I should not say dänke to you Sabine ?

  Sabine Meyer (GAC - Germany): (02:13) :D

  Grace Abuhamad: (02:13) Memorandum - Post-Transition IANA Board Stress Tests (13 May): https://community.icann.org/download/attachments/52891634/Memorandum%20-%20Post-Transition%20IANA%20Board%20Stress%20Tests_13May.pdf?version=1&modificationDate=1431893980000&api=v2

  Grace Abuhamad: (02:13) PTI Entity Structure (13 May): https://community.icann.org/download/attachments/52891634/PTI%20Entity%20Structure_13May.pdf?version=1&modificationDate=1431893995000&api=v2

  Erick Iriarte Ahon: (02:14) i'am agree with the "complexity of the multistakeholder" but also we need to be clear in the "complexity of the TLDs worlds" (not the same gTLDs than ccTLDs, and the ccTLDs  have a different relation with ICANN (ccnso members and ccnso non members) and  more difference inside the cctlds realated to their origin (civil society, governmental, private sector). So how we can show the "complexity of TLDs world" and the same time than "complexity of multisstakeholder "vision, and respect all the diversity ? (by regions?by typo of TLD? by stakeholders,  (TLDs all together?)). WIth this comment the  PTI board composition will be really complex.

  Erick Iriarte Ahon: (02:16) so not only need to be "multistakeholder" need to respect diversity and need to be multiregional. and that makes more "complex" a PTI Board.

  Sabine Meyer (GAC - Germany): (02:17) we're still here

  Jonathan Robinson: (02:18) Please pause Holly

  Greg Shatan (GNSO/CSG/IPC): (02:18) Phone line dropped

  Greg Shatan (GNSO/CSG/IPC): (02:19) Dialed back in.

  Mary Uduma: (02:20) Audio breaking

  Grace Abuhamad: (02:20) I think the phone line dropped for a few people. We are looking into this

  Grace Abuhamad: (02:20) But Holly's audio is fine and the recording is ok

  Avri Doria: (02:21) yeah, she is coming through quite clearly to me.

  Avri Doria: (02:22) if it is still owned, how is it external?

  Greg Shatan (GNSO/CSG/IPC): (02:22) A public benefit corporation can't be "owned".

  Greg Shatan (GNSO/CSG/IPC): (02:23) It is only "controlled" by another entity through its board.

  Avri Doria: (02:23) why is employment required.  why isn't Board approval of community members good enough?

  Greg Shatan (GNSO/CSG/IPC): (02:23) Without board control, it is external.

  Avri Doria: (02:23) i just do not understand this blaock or white nature.

  Josh Hofheimer (Sidley): (02:24) @Greg, I think you mean without "ICANN Board control" it is external, which is correct.

  Avri Doria: (02:24) membership is the crux of the compromise in the hybrid.

  Greg Shatan (GNSO/CSG/IPC): (02:24) @ Josh, yes.

  Grace Abuhamad: (02:25) Avri -- I think this is something to raise on audio for the whole group.

  Grace Abuhamad: (02:25) good to get level set

  Avri Doria: (02:25) why the compound requirement?  why both picked by Board AND staff memerb

  Greg Shatan (GNSO/CSG/IPC): (02:25) or more particularly without the ICANN Board controlling the PTI board, it is external.

  Greg Shatan (GNSO/CSG/IPC): (02:26) Avri, if the ICANN Board appointed you and me to the PTI board, would they be able to control us?

  Olivier Crepin-Leblond 2: (02:30) +1 Avri

  Cheryl Langdon-Orr: (02:31) yes indeed Avri  this is a hard sell

  Olivier Crepin-Leblond 2: (02:32) ICANN ceases to exist without the community

  Keith ccNSO: (02:32) If the "outside" board had a bylaw requirement to act in the best interests of ICANN, then I think this whole debate becomes meaningless?

  Josh Hofheimer (Sidley): (02:34) To add to Holly's point, ICANN the "community" also has considerable control over the functioning of PTI through the CSC and the IFR/IFRT

  Avri Doria: (02:35) this does not exlpain why the Board appointing community is not an ICANN corproate slection. 

  Avri Doria: (02:36) and thus not ICANN insider controlled.

  Avri Doria: (02:36) if it is just staff.  nothing has really changed.

  Josh Hofheimer (Sidley): (02:37) @Avri, not sure I understand your comment.  Can you please explain your comment when you speak

  Avri Doria: (02:37) IFR is neamingless if ICANN staffed

  Greg Shatan (GNSO/CSG/IPC): (02:38) No one is suggesting that IFR should be ICANN-staffed.

  jorge cancio (GAC): (02:39) there are "with the consent and advice" models to appoint positions and engage different groups of stakeholders (e.g. ICANN Board and ICANN Community)... just a thought

  Chuck Gomes (RySG): (02:39) As has been discussed on the list, it seems to me that it is difficult to have the discussion about internal v. external PTI Board without first agreeing on the (limited) functions of the PTI Board.

  Avri Doria: (02:39) not what i meant Greg.  i know the intentions for the IFR.  if the PTI Board is just ICANN staff, IFR can do nothing other than reassign contract.  has no other ability for remediation.

  Greg Shatan (GNSO/CSG/IPC): (02:39) Paul, that's backwards -- ICANN is contracting with PTI, not the other way around.

  Maarten Simon, SIDN: (02:40) exactly Chuck. First question what we want the board to do

  Keith ccNSO: (02:41) +1 to Paul's comments - we are getting distracted on detail here, and the higher level is "how do we ensure ICANN remains accountable to its stakeholders"...   An ICANN that appoints its own boards is not outwardly accountable...

  Holly Gregory (Sidley): (02:41) @Paul,  the accountability mechanisms and redress mechanisms are designed to address the issues you raise

  Chuck Gomes (RySG): (02:42) @ Keith:  In my limited understanding, I think the outward accountability is via the CCWG accountability mechanisms.

  Paul Kane: (02:43) We don't know if the accountability process will work

  Greg Shatan (GNSO/CSG/IPC): (02:43) Avri, I don't think this is correct.  The IFR's powers will be in the ICANN bylaws.

  Paul Kane: (02:43) We need a back-stop

  Chuck Gomes (RySG): (02:44) The CCWG accountability mechanisms are not all nuclear and there are many escalation steps before getting to consideration of the nuclear option.

  Avri Doria: (02:44) bylaws do not really affect staff actions.

  Avri Doria: (02:45) the affect Board actions

  Greg Shatan (GNSO/CSG/IPC): (02:45) @Keith, an ICANN that does not appoint the PTI Board is not accountable for PTI and can't be held accountable for PTI.

  Chuck Gomes (RySG): (02:45) @ Paul:  We also don't know if an external board would work.

  Paul Kane: (02:45) In steady state the PTI Board's role is dormant

  Avri Doria: (02:46) i still think it should 2/5 staff

  Avri Doria: (02:46) so not completely independent.

  Greg Shatan (GNSO/CSG/IPC): (02:46) @Avri, the bylaws empower the IFR.

  Greg Shatan (GNSO/CSG/IPC): (02:46) Independence is a matter of majority control.

  Avri Doria: (02:46) just becasue the Board adopts something, does not mean the staff does something.

  Greg Shatan (GNSO/CSG/IPC): (02:46) So a board that is 3/5 ICANN controlled is inside.  2/5 is not.

  Avri Doria: (02:47) this neglects understanding what ICANn is.

  Paul Kane: (02:47) I assume you do realise that if there is a problem - every SECOND delay  has impact.

  Greg Shatan (GNSO/CSG/IPC): (02:47) If the PTI staff fails to act as agreed in remediating a PTI deficiency, then we will have to find a different IANA Functions Operator.

  Avri Doria: (02:48) i do not understand why community slected does not mean functionallly oritented.  and just becasue staff pciks does not mean we have the right fnctional people.

  Greg Shatan (GNSO/CSG/IPC): (02:49) As a corporate matter, control by ICANN = control by ICANN the corporation..

  Avri Doria: (02:49) i beleive staff controlled PTI obviated the CSC and IFR to a large extent.

  Avri Doria: (02:49) we have the appearance of change without  real change.

  Martin Boyle, Nominet: (02:50) @Lise +1

  Greg Shatan (GNSO/CSG/IPC): (02:50) I don't think anyone is saying that the community would pick the wrong people.  It's just that at that point, ICANN the community can't hold ICANN the corporation accountable for PTI.  At that point, we the community are accountable for PTI. Not ICANN the corporation.

  Chuck Gomes (RySG): (02:50) @ Avri:  I disagree that having an ICANN staff controlled board obviates the need for CSC and IFRT.

  Erick Iriarte Ahon: (02:50) and as always the question is Quis custodiet ipsos custodes?

  Erick Iriarte Ahon: (02:51) Who Watches the Watchers :)

  Avri Doria: (02:51) The Community is the parent.

  Chuck Gomes (RySG): (02:51) Regardless of the type of PTI Board, CSC and IFRT have clearly defined and critical functions.

  Avri Doria: (02:52) not obviates the need for CSC/IFR, but cancels out is effect.

  Holly Gregory (Sidley): (02:52) Avri, we are using legal terms here.  The parent is ICANN corporation in the construct of PTI

  Chuck Gomes (RySG): (02:52) The community is not a legal entity.

  Avri Doria: (02:52) if the solution cannot comprehend the reality of ICANN than it is not a fit solution.

  Greg Shatan (GNSO/CSG/IPC): (02:52) Avri, I disagree.  We have never relied on a community controlled PTI board to give CSC and IFRT their powers.

  Avri Doria: (02:53) Greg please stop twisting what I write.

  Greg Shatan (GNSO/CSG/IPC): (02:53) That is exactly how I read what you write.

  Chuck Gomes (RySG): (02:53) Aren't CSC and IFRT ICANN organizations?

  Josh Hofheimer (Sidley): (02:53) @Chuck, yes

  Avri Doria: (02:53) but they has no effect on Staff.

  Olivier Crepin-Leblond: (02:53) Why Akrak? Why not ICANN CTO? IANA Functions are a technical thing

  Avri Doria: (02:54) I object to the 3 person internal board. it is an internal solutipon.

  Paul Kane: (02:54) Getting too graqnular - the higher level construct is broken (IMHO)

  Josh Hofheimer (Sidley): (02:54) Jonathan is suggesting a 5 person Board 3 ICANN/ 2 independent

  Avri Doria: (02:55) it is a solution that even removes a community voice on hat board.  how is that a solution

  Greg Shatan (GNSO/CSG/IPC): (02:55) This is fundamental.  Not granular at all.

  Chuck Gomes (RySG): (02:55) Why not use ICANN Directors as PTI Directors because they could be removed if the CCWG recommendations are implemented.

  Josh Hofheimer (Sidley): (02:55) My prior remark was to @Avri

  Paul Kane: (02:55) Just call it a Department

  Avri Doria: (02:55) NCSG is just one voice, but i do not beleive we can accept an insider board as it is being defined.

  Greg Shatan (GNSO/CSG/IPC): (02:56) This is a legal definition.  It's not a question of accepting it.

  Martin Boyle, Nominet: (02:56) @Alan +1

  Paul Kane: (02:56) Agree - It is the role/purpose of the PTI that is important

  Avri Doria: (02:57) we have been told there are options ogher than the one being made primary.  that is what i understood from the advice.

  Holly Gregory (Sidley): (02:58) If the board of PTI is a majority non-ICANN corporation controlled, PTI is no longer a hybrid  but it is an external entity

  Greg Shatan (GNSO/CSG/IPC): (02:58) IF the composition of the Board is not "insider" majority, then ICANN is no longer accountable for the board, whatever its role/purpose.

  Avri Doria: (02:58) the CWG where we are deciding on a PTI Board cmponents.  i have lost the argument against an internal board.  but was the only one arguing.

  Avri Doria: (02:58) oops wrong message place.  apologies.

  Chuck Gomes (RySG): (02:59) If 3/5 of the PTI Board are external, how are the 3/5 accountable?

  Avri Doria: (02:59) mean that for my NCSG friends.

  Chuck Gomes (RySG): (02:59) How are the 3/5 accountable from a legal point of view?

  Holly Gregory (Sidley): (03:00) +1 @Greg -- in effect it has been spun off once the PTI Board is not within ICANN as member control

  Avri Doria: (03:00) that stmt feels like an exageration.

  Holly Gregory (Sidley): (03:00) Avri, from a legal perspective it is not an exageration

  Josh Hofheimer (Sidley): (03:01) Jonathan's proposal sounds like an effective balance of interests.  Community stakeholders have a presence and a voice on the PTI Board through the 2 seats, but ICANN-corporation is still accountable through its 3 seats.

  Avri Doria: (03:01) personally as an NCSG member, i can't get past it.

  jorge cancio (GAC): (03:01) what about a "with the consent and advice" model forcing to find consensus on appointmets?

  Holly Gregory (Sidley): (03:02) Agree @Josh

  Avri Doria: (03:03) selected by the ICNAN Board they are accountable to the Board that slected them, which is accountable to the community.

  Josh Hofheimer (Sidley): (03:04) @Chuck, new community accountability mechanisms would need to be created.  The current CSC and IFRT controls flow down through the ICANN-Corporation

  Josh Hofheimer (Sidley): (03:04) +1 @Holly

  Avri Doria: (03:04) i tink it is no tlonger a hybrid at this point.

  Chuck Gomes (RySG): (03:04) Thanks Holly.

  Avri Doria: (03:05) we have not adeqquatelty explored the LLC option.  we have focused on thee public benefit corp

  Olivier Crepin-Leblond: (03:06) @Jonathan: you make a very good point about the fact we've received much advice

  Avri Doria: (03:07) i have no problem with the community having the same escalation mechansims on the PTI board including splilling it.

  Avri Doria: (03:10) As it currently stand, I beleive, we would have to file a diessenting comment with the final proposal.

  Paul Kane: (03:10) Rather than who is on the Board we should be focused on the ROLE of the PTI

  Martin Boyle, Nominet: (03:11) @Paul

  Avri Doria: (03:11) Paul i think we have done that extensively already.

  Greg Shatan (GNSO/CSG/IPC): (03:11) We have to deal with both issues -- composition and  purpose, it is not an either/or..

  Josh Hofheimer (Sidley): (03:11) We seem to have lost Chuck

  Martin Boyle, Nominet: (03:11) If it is an operatioanl board, would be concerned if MD did not have a voting right

  Erick Iriarte Ahon: (03:11) @paul +1

  Ørnulf Storm, Norway: (03:12) I have no problem with the PTI board beeing 3 persons consisiting of ICANN management. The accountability will anyway be established via the CCWG mechanisms as described in para III.A.i.b

  Greg Shatan (GNSO/CSG/IPC): (03:12) If they are not voting they are not a board member.

  Chuck Gomes (RySG): (03:12) I am not on mute on my side.

  Martin Boyle, Nominet: (03:12) @Ørnulf  +1

  Holly Gregory (Sidley): (03:12) from legal perspective that is correct @Greg

  Brenda Brewer: (03:13) Your line is open Chuck.

  Mary Uduma: (03:13) +1@ Storm

  Holly Gregory (Sidley): (03:14) Agtree, Jonathan that in US typical to have senior most operational executive on the board  (with voting rights)

  Alan Greenberg (ALAC): (03:14) I have been on Board where the CEO is a true Board member who can, for instnace, make motions, but simply has no vote.

  Avri Doria: (03:15) i am being silent, but still record dissent.

  Greg Shatan (GNSO/CSG/IPC): (03:15) The composition of the board is what makes PTI a subsidiary.  We are complicating things unnecessarily.

  Staffan Jonson: (03:15) Agree Örnulf. I have no problem with a minimal PTI board (3 or 5 members)..

  Avri Doria: (03:16) and am arguing from the NCSG postion taken in our comments.

  Greg Shatan (GNSO/CSG/IPC): (03:16) If you dissent from an ICANN-controlled board, you dissent fromj PTI being a subsidiary of ICANN.

  Martin Boyle, Nominet: (03:16) For an operational board, not having the MD on the board seems peculiar to me

  Holly Gregory (Sidley): (03:16) Perhaps a good time to review the comments re PTI

  Martin Boyle, Nominet: (03:16) Goes back to the role of the board

  Chuck Gomes (RySG): (03:16) A board as small as 3 has little flexibility if one is unavailable.

  Avri Doria: (03:16) Greg your absolutist statement are not helping.

  Martin Boyle, Nominet: (03:16) @Jonathan +1

  Greg Shatan (GNSO/CSG/IPC): (03:17) There are in fact absolutes.  Not everything can be relative.

  Martin Boyle, Nominet: (03:17) Otherwise we end up with too many different accountability mechanisms competing

  Greg Shatan (GNSO/CSG/IPC): (03:17) If there was a relativist path, I would take it.

  Avri Doria: (03:17) if the MD vots, as a non insider, it becomes an outsider board.

  Chuck Gomes (RySG): (03:17) I am comfortable with 5.

  Greg Shatan (GNSO/CSG/IPC): (03:17) The MD is an insider.

  Avri Doria: (03:18) as a PIT employee not an ICANN employee?

  Chuck Gomes (RySG): (03:18) I am familiar with that construct.

  Mary Uduma: (03:18) Up to 5 and not less than 3 is not out of place.

  Eduardo Diaz - (ALAC): (03:19) You just have to make sure that the majority of the board is not frmo outsiders

  Erick Iriarte Ahon: (03:19) we can be clear in what will be the rol of the board of pti? PTI is a technical function? the Board of PTI will see delegation / redelegations  (LACTLD make that question ). How a 3  members board will review  redelegations cases?

  Greg Shatan (GNSO/CSG/IPC): (03:20) As I understood MD, it is the ICANN employee in charge of the PTI operations.

  Greg Shatan (GNSO/CSG/IPC): (03:20) Why would PTI board be reviewing delegation/redelegation?

  Mary Uduma: (03:20) Since this is an operational Board and not political, I do not see the harm of having the CEO as member of the Board

  Avri Doria: (03:20) how can you say non political and include the CEO?

  Greg Shatan (GNSO/CSG/IPC): (03:20) To the extent del/redel is a policy decision, that takes place at the ICANN level.

  Josh Hofheimer (Sidley): (03:21) @Jonathan, the only challenge of the public comments is as you stated, that they do not benefit from the subsequent work

  Staffan Jonson: (03:21) +1 Mary

  Josh Hofheimer (Sidley): (03:21) +1 Alan

  Avri Doria: (03:21) as i say I predict a minority statement attached to the report from NCSG on the insider board.

  Erick Iriarte Ahon: (03:22) @avri maybe more than 1 minority statement will be attached to the proposal

  Avri Doria: (03:23) true.

  Chuck Gomes (RySG): (03:23) Multiple minority statements may not be minority anymore.

  Greg Shatan (GNSO/CSG/IPC): (03:23) I think it is important that we try to work through these issues rather than retreal to minority statements.

  Avri Doria: (03:23) tey will all be different minority views.

  Erick Iriarte Ahon: (03:23) :)

  Erick Iriarte Ahon: (03:23) that means diversity and non consensus chuck

  Greg Shatan (GNSO/CSG/IPC): (03:24) If someone can explain how PTI can be a subsidiary without an insider board as defined by the law, I'm all ears.

  Chuck Gomes (RySG): (03:24) Agree Erick.

  Greg Shatan (GNSO/CSG/IPC): (03:24) retreal = retreat.

  Staffan Jonson: (03:24) Erick: In my view Delegation and redelegation would remain in ICANN sphere (where it is today).

  Avri Doria: (03:24) i think we need another PTI construction if this one does not achieve consensus.

  Ørnulf Storm, Norway: (03:25) Yes, I am in favour of an insider PTI Board. Making the PTI Board a Hybrid/outsider board makes  it way much more compllicated than nessaccary

  Mary Uduma: (03:25) NCSG should look more at the CCWG Accountabliliity.  If we agree that PTI is an affiliate of ICANN, the Community should hold ICANN responsible on all accountability issues.

  Erick Iriarte Ahon: (03:25) staffan: follow lactld comments to the proposal, is not clear from the proposal where will keep that actions (icann board, pti board). and we must be clear in that point

  Erick Iriarte Ahon: (03:26) Finally, dear staffan, we change final "decission" from NTIA/Doc to ICANN Board for redelegation process? that is the idea?

  Avri Doria: (03:26) There was no lack of synch on the issue on insider vs outsider.  that subject was on the table for this comment period.

  Staffan Jonson: (03:27) ERick: Yes. That is why far reaching accountability mechanisms are motivated (CCWG work).

  Avri Doria: (03:27) i think we need to explore other model some what further.  like the LLC.

  Avri Doria: (03:28) then it can be owned by ICANN, as a subsidiary, but controlled by community.

  Erick Iriarte Ahon: (03:29) with that need to be clear that PTI Board don't have any political decission only will be a technical body. If we follow that idea, why we need to have a subsidary company?

  Chuck Gomes (RySG): (03:29) Doesn't an LLC still have the same control issues?

  Martin Boyle, Nominet: (03:29) my problem is that pti should not be controlled by the community - icann is accountable to the community and pti to icann with the csc and ifr as wider oversight mechanisms

  Martin Boyle, Nominet: (03:30) otherwise we can hardly hold icann to account to make it rebid the IFO

  Avri Doria: (03:30) certainly what I thought the hybrid was all about.  fnding a balance point between inside and outside.

  Staffan Jonson: (03:30) Erick: to justify the cc (at least) community demand for beeing able to separate IANA from ICANN in a worst case scenario.

  Avri Doria: (03:30) i love purple cows

  Avri Doria: (03:31) we are ICANN

  Avri Doria: (03:31) We cannot give up the reality that We are ICANN in coming to this solution

  Erick Iriarte Ahon: (03:31) again staffan follow that idea, we must need a board controlled by the community (with all the diversity possible), and not by icann

  Erick Iriarte Ahon: (03:32) @avri some ccTLDs only received services from ICANN their are not members of ccNSO, so how they are ICANN?

  Andrew Sullivan: (03:32) To the extent "we are ICANN" is true, the parent corp has responsibility, so there's nothing wrong with an insider board

  Andrew Sullivan: (03:32) (I guess I agree with Greg.)

  Greg Shatan (GNSO/CSG/IPC): (03:33) If the PTI board is not controlled by ICANN, PTI is not an ICANN subsidiary.

  Alan Greenberg (ALAC): (03:33) Ultimately in my mind, the board composition is realtively moot, UNTIL there are problems, and then we have a vested interest in the PTI Board being able to set things right, whatever that takes, without having to resort to ICANN reprlacing the PTI Board, or ultimately abadoning PTI and creating/finding a new IFO.

  Erick Iriarte Ahon: (03:33) i love purple cows too avri :)

  Staffan Jonson: (03:33) Community ability to excert accountability should of course be Multistakeholder, but rather implemented via the accountability work (CCWG mechanisms) than by complicating technical operations. We need to separate operations from policy decisions. Both should have accountability mechanisms.

  Greg Shatan (GNSO/CSG/IPC): (03:33) @Alan, perhaps "unripe" rather than "moot."

  Greg Shatan (GNSO/CSG/IPC): (03:35) I never saw a Purple Cow, I never hope to see one; But I can tell you, anyhow, I'd rather see than be one.

  Alan Greenberg (ALAC): (03:35) I like the word moot, but it is quite possible I am using it in the wrong way. How about "unimportant" as long as they are semi competent.

  Greg Shatan (GNSO/CSG/IPC): (03:36) @Alan, I'm being too lawyerish; apologies.  Unimportant works.

  Avri Doria: (03:37) We may not have concluded discussion on fhte function, but we have certainly had those conversations

  Greg Shatan (GNSO/CSG/IPC): (03:38) Hopefully more than "semi" competent.

  Avri Doria: (03:38) they will be the right peiple, perhaps becasue of layalty to the CEO.

  Avri Doria: (03:38) right peorpl becasue they are loyal to the CEO.

  Staffan Jonson: (03:38) OK last on purple cow: http://emarketingblog.nl/wp-content/uploads/2015/01/HaveYouSeenThisCow.jpg

  Andrew Sullivan: (03:39) The forum-shopping issue that Martin is talking about is what I'm also worried about.  I think the board should be  minimal and therefore shouldn't have much in terms of freedom

  Sabine Meyer (GAC - Germany): (03:39) Is Milka not a thing where you guys live?

  Sabine Meyer (GAC - Germany): (03:39) (sorry for that)

  Avri Doria: (03:39) Sabine, no, most people only see Milka in airport shops.

  Holly Gregory (Sidley): (03:40) ICANN management should have incentives to support effective IANA manaagement -- And the ICANN Board's job is to ensure that managment incentives are appropriate including incentives for those ICANN employees who serve on the PTI board 

  Martin Boyle, Nominet: (03:40) That's my understanding, too, Jonathan.  So models need to be tested against that

  Martin Boyle, Nominet: (03:40) @Holly - fully agree

  Mary Uduma: (03:40) + 1 Johnathan

  Martin Boyle, Nominet: (03:43) sloppy wording, Chuck!

  Martin Boyle, Nominet: (03:43) it sets the direction

  Alan Greenberg (ALAC): (03:44) Responsible for + the buck stops here.

  Martin Boyle, Nominet: (03:44) and then the buck stops with the board

  Chuck Gomes (RySG): (03:44) Thanks Martin.

  Avri Doria: (03:46) if they are insiders, that may be a compromise point.

  Chuck Gomes (RySG): (03:49) @ Avri:  I thought that they were insiders when I suggested that some ICANN directors be PTI directors.

  Avri Doria: (03:49) i only sais 'may'

  Holly Gregory (Sidley): (03:49) Avri, what if ICANN board not CEO picked the PTI board from among ICANN  employeess(3) with advice and consent of CEO and also  ICANN Board members (2)

  Andrew Sullivan: (03:50) I'm really worried about the idea that the board needs somehow to be representative and so on.  Once that starts, the board turns into a new source of legitimacy and therefore an alternative policy enforcement point.  I think that would be unfortunate.

  Martin Boyle, Nominet: (03:51) @Andrew +1  A very real concern

  Chuck Gomes (RySG): (03:51) I agree with Andrew.

  Andrew Sullivan: (03:51) I might feel differently if the other operational communities seemed to want to sign up to deal directly with PTI

  Avri Doria: (03:51) Holly, somethimg like that might work.  Especially if there was community comment on it.

  Andrew Sullivan: (03:51) But that's not where we are now

  Avri Doria: (03:53) Andrew, if the other operational communities had wanted to sign up as members, we would be having a very different conversation.

  Andrew Sullivan: (03:54) @Avri: yes, I completely agree

  Andrew Sullivan: (03:54) and if it happens in future, there'll be an entirely new discussion to have.

  Avri Doria: (03:54) i, for one, look forward to it.

  Greg Shatan (GNSO/CSG/IPC): (03:54) We may yet have that conversation, once our proposal reaches the ICG...

  Andrew Sullivan: (03:54) But as my father used to say to me, "If Johnny hadn't died, they wouldn't have buried him."  Counterfactuals aren't that interesting in this case.

  Greg Shatan (GNSO/CSG/IPC): (03:55) Johnny's not dead, he's just away.

  Cheryl Langdon-Orr: (03:56)  ok

  Alan Greenberg (ALAC): (03:57) Still 2-3 hours before time to get up!

  Cheryl Langdon-Orr: (03:57) :-)

  Greg Shatan (GNSO/CSG/IPC): (03:57) 1 hour break.  How refreshing.

  Avri Doria: (03:57) about an hour till wake up for me.

  Cheryl Langdon-Orr: (03:57) hardly worth it IMO  but  is what it is ;-)

  Avri Doria: (03:57) this has just be a dream, or whatever.

  Sabine Meyer (GAC - Germany): (03:57) hey, you're talking about my lunch break, Cheryl /takes cover

  Seun Ojedeji: (03:58) +1 to Andrew as well

  Keith ccNSO: (03:58) Time for post dinner cigars and port here...

  Cheryl Langdon-Orr: (03:58) 1900  my Friday night   ;-)

  Staffan Jonson: (03:58) Thank You for  good progress during this meeting in really substantial issues!

  jorge cancio (GAC): (03:58) thanks and bye

  Cheryl Langdon-Orr: (03:58) buy for now

  Jaap Akkerhuis -- SSAC: (03:58) Bye

  Seun Ojedeji: (03:58) later

  Martin Boyle, Nominet: (03:58) thanks all

  Mary Uduma: (03:58) Thanks and bye All

  Sabine Meyer (GAC - Germany): (03:58) see you!

  Greg Shatan (GNSO/CSG/IPC): (03:58) Until we meet again....

  Holly Gregory (Sidley): (03:58) agreed

  Andrew Sullivan: (03:58) bye

  Josh Hofheimer (Sidley): (03:58) bye