Attendees:
Sub-Group Members: Alan Greenberg, Allan MacGillivray, Aparna Sridhar, Avri Doria, Cheryl Langdon-Orr, Chris Disspain, Donna Austin, Eduardo Diaz, Elise Lindeberg, Gary Campbell, Gary Hunt, Greg Shatan, Guru Acharya, Jaap Akkerhuis, John Poole, Kurt Pritz, Lise Fuhr, Mark Carvell, Martin Boyle, Mary Uduma, Matthew Shears, Olivier Crepin-Leblond, Paul Szyndler, Robert Guerra, Seun Ojedeji, Suzanne Woolf, Wanawit Ahkuputra, Yasuichi Kitamura
Staff: Bart Boswinkel, Brenda Brewer, Grace Abuhamad, Bernard Turcotte, Berry Cobb, Vinciane Koenigsfeld
Apologies: Phil Corwin
**Please let Grace know if your name has been left off the list (attendees or apologies).**
Notes:
RFP 3B Call Tuesday 27 January 2015, 14.00-16.00 UTC
1. Welcome
Welcome by the RFP 3B coordinator
2. Roll call
All on ADOBE Connect recorded as present
Eduardo Diaz Audio only
3. Internal to ICANN Option
Introduction by coordinator.
Request to PS to clarify issues. BT (staff support) and coordinator, expanded on another internal solution
Question: first "Trust" ?
Response: not much progress on trust proposal given the need for legal advise.
Any question re. PS email
a. "Trust"
b." No Trust" Internal arrangement
Presentation BT on internal solution
Caveats:
- Generic approach. If it is ICANN internal, most likely, most work is around managing the IANA work: community role , monitoring it ,and engage with IANA
- Approach also trying to capture most of input received, on mechanics.
- General considerations: model to replace internal mechanisms to take away need for Contract Co.
- Need to create SO type body through ICANN Body. Reasons: no NTIA contract , hence need to create method to establish formal communication with ICANN with respect to preforming the IANA Functions. To represent the needs of the IANA Function customers
- IN this approach CSC and MRT need to be represented as well. To keep it simple: the CSC is inside the MRT ( sub-group), they are linked anyway and ther is an escalation path. Does this mean the CSC only made up of persons on the MRT? Reason to include in MRT is administrative simplicity. Characteristics of CSC could be specified in ICANN Bylaws.
- MRT members have permanent members. Reason: need to fullfill functions as envisioned. This iimplies need to define membership and mechnisms. Under this proposal non- SO/AC associated interests can be included (example ccNSO and role of non-ccNSO members)
How does it relate to Contract Co option?
- MRT to prepare IANA statement of Work. every 3-5 years.and send to ICANN Board for approval ( if no agreement, accountability mechanisms kick-in.
- What would MRT in other years.
Escalation path for CSC:
Annual ports from CSC and community, could also include recommendations to the Board
In case of serious breach, MRT
Separation Of IANA ( key component ) if needed/required.
Mechanics need to be worked on.
How to avoid ICANN Board from changing th eBylaws of MRT? Bylaws evolution may need to be needed. However,
Chris Disspain: - Push-back on Auda on proposal of golden Bylaw or trust. What is best way forward? Any push from the button, must at least be endorsed by the GNSO and ccNSO. In reality the internal SO's need to involved
Continuum analysis: Contract Co one end of the continuum at the other end give it to ICANN and can not be removed. Moving away from the exterm ICAnN internal option. First step is going to "Golden Bylaw" option.
The next step closer to Contract Co, is the "Trust" model, slightly more clearly defined. A lot of non-common law jursidiction do not understand the notion of "trust"
Critical to get independent legal advise on 3 models;
- First question are the options legally viable
- What are risks involved in each of the options
- Do the lawyers have other ideas.
AM: Ask Greg Shatan where we are with respect to legal advise
Response on comments: SO and AC approval included in draft. There neds to be formal support for MRT decision. Document is about how it could work, form a practical point of view. There
are unknown around Contract Co.
Alan Greenberg( AG): MRT may initiate, but
AG supporter of "No Trust" , now moving towards "trust" to accommodate those who are in support of Contract Co.
"Golden Bylaw" is related to shareholders. better use other term.
Question: Does separation need Board approval? Response: th ICANN Board will be involved, however how it is constraint.
Note CD: it is entirely possible to craft bylaws that prevent the Board to overturn/change.it.
AM: Legal advise needed on "Bylaw construct"
AG: The CCWG is charged with accountability. The CCWG is working in the direction of accountability of Board i.e. can not overrule the community.
AM: Notes overlap with "trust: question should there be two "internal options"?
CD: Counter question: why should viable options be excluded, until such time legal advise has been received
Donna Austin: Not sensible to exclude options. Comments received also included to "Internal to ICANN" solution.
Martin Boyle: agrees with conclusion to provide a range of different options. in solution proposed by BT: how does the process move into separation of IANA? Solution has to be put in by Accountability CCWG or looking at creation Contract Co. at the point the process reached the point of separation
Response BT: Draft deals with 99% point of time of of IANA Function performance. How to deal with separation i.e the extreme situation, needs legal adivise. Several option possible
hence currently not included.
AM: Include two options in the paper,
Progress on seeking independent legal advise: Greg Shatan
- Scoping document has been prepared
- Call of Client committee. Includes call with Samantha Eisner to understand options, either through procument process or use of other firm then Joones Day ( to avoid procurement
process, and speed up engaging a law-firm).
- Goal is to have law-firm engaged asap, preferably before Singapore meeting
- Update on RFP 3b call on Thursday, if more to be send by
Greg Shatan: scoping document includes reflection on "trust" option, and some of the follow-up questions ( such as "guardian"
The document can be found at the Google doc link: https://docs.google.com/document/d/1oaPfFokCAqTluwP3D0UD-9RPCHS8JqBVOW2dkuSrUvk/edit?usp=sharing
Note scoping document is extensive, it is intended as background paper for the law-firm. Expectation is that the lawyers will be bale to drill down to the core questions for this group
CWG paper to be drafted will not include any legal advise
Question to BT: Can document be shared? It is clear it meant for discussion. Document is intended for discussion, all aspects are open.
Action staff: Staff to share draft with the CWG
MRT Section document
Primary responsibility: Statement of work
Question: Are there differences in MRT section relative to MRT under Contract Co?
There are specific parts specific to Internal option.
Question AM: focus on differneces
PS: what will the MRT and CSC will look like depends on what sits on the top ( Internal, trust, or contract co model)
Specific for this option: mechanism around the IANA Function Statement of work ( IFSoW) and mechanism for escalation around the IFSow
Managing the option of separation will be different, conditions, method etc.
Chartering SO and AC need to support separation
Explanation why some of the choices are made
CSC
Proposal for members
Final section of paper: Notes and Issues.Includes additional questions and assumptions.
4. Summation and Next Steps
Prepare a paper to inform the community in Singapore.
No need to replicate CSC and MRT or IAP.
Bernie's paper as part of the paper ( as Bylaw model) and include "Trust" model
Should next meeting go ahead: dependent on Bernie turning around paper.
At this stage need for feed-back by members of the RFP 3b group. Next step could also be to take document level deeper for example bylaw)
CD: Need for legal advice. Let others assist in getting legal advice
Bernie's document will be made available on Google docs
Google Doc of Bernie's doc: https://docs.google.com/document/d/10lR84kmBddiUISQCZFLXe5KLarIFG7GMKVvdPNm9QTc/edit?usp=sharing
PS. to assist on "Trust" section
Deadline to provide comments:on Bernie document: Friday 30 January 2015, 23.00 UTC
5. AOB
6. Next Meeting
Cancelled 29 January. Next meeting TBD
Action Items
Deadline to provide comments:on Bernie document: Friday 30 January 2015, 23.00 UTC
Transcript
Recording
The Adobe Connect recording is available here: https://icann.adobeconnect.com/p1qftq2ocia/
The audio recording is available here: https://icann.box.com/shared/static/nbwcybh56xckr7gppchgsuiv7g3m43s6.mp3
Documents Presented
Chat Transcript
Brenda Brewer:Welcome all to the RFP3B call on January 27 at 14:00 UTC.
Gary Campbell:Hi Brenda
Brenda Brewer:Hi Gary. Hi All!
Gary Hunt UK Govt.:Hello everyone!
Yasuichi Kitamura (At-Large):hi, all
Allan MacGillivray:They would not let me in the AC room so I am on the phone.
Bernard Turcotte - staff support:hello all - bck in a minute
Robert Guerra:Hello all
Bernard Turcotte - staff support:back
jaap akkerhuis (SSAC):Apologies being late
Grace Abuhamad:We just started. No worries :)
Lise Fuhr:Just joined sorry to be late. I have to leave within an hour.
Chris Disspain:Allan, Hi...I will have some commensr on the trust proposal after bernie has spoken
Allan MacGillivray:@Chris - of course.
Guru Acharya:@Grace: Can you allow scroll?
Chris Disspain:@ Bernie...BANG! :-)
Grace Abuhamad:You now have scroll control
Guru Acharya:Thanks
Olivier Crepin-Leblond 2:apologies, my hand up was an error
Seun Ojedeji:I have scroll at my end @Guru
Chris Disspain:@OLC - and now it's up again
Alan Greenberg (ALAC):@OCL, it is again...
Olivier Crepin-Leblond 2:the computer's doign this by itself. Sorry
Chris Disspain:@OLC...or so you claiom...!
Olivier Crepin-Leblond 2:I have no idea how it's going up by itself. Sorry.
Chris Disspain:@ OLC....blame Microsoft
Grace Abuhamad:this is an odd technical error...
Chris Disspain:or even OCL
Olivier Crepin-Leblond 2:very. I am frozen though - I was outside for 4 hours at -7 celcius & snow hence blame the operator too :-)
Olivier Crepin-Leblond 2:fumbly fingers....
Chris Disspain:if you will insist on living in Eiuope...
Matthew Shears:Does separation of the contract require Board approval?
Allan MacGillivray:@Matthew - can we hold your question for a moment?
Matthew Shears:sure
Avri Doria:how is the gettign of legal advice going.
Paul Szyndler:@Avri - well, I believe we are still defining the "customer committee" to seek said advice...
Matthew Shears:+ 1 Chris on getting legal advice asap
Avri Doria:Paul: eeek!
Avri Doria:we aren't we going with the 4some, at least to start. if we must add people later we can.
Avri Doria:why ...?
Cheryl Langdon-Orr (ALAC AP Region):and in that way ( the need for formal support from SO/ACs). the Trust model also I thought could work that way ... subject to legal raetificatio. Of Course!
Chris Disspain:@ Alan...absolutely agree
Chris Disspain:'golden' bylaw---@ Alan YES!
Cheryl Langdon-Orr (ALAC AP Region):Yes. I agree Alan. we are looking perhaps at a set of options along a spectrum...
Chris Disspain:I think our original proposal said 'like a golden by-law'
Cheryl Langdon-Orr (ALAC AP Region):and yes @alan we need to be careful re nomenclature
Donna Austin, RySG:I want to ensure that with an internal to ICANN solution that the primary customers, ie ccTLD and gTLD registry operators that are not members of the ccNSO and RySg, are factored into any solution.
Cheryl Langdon-Orr (ALAC AP Region):That needs very careful looking at /donna...
Mary Uduma:@Donna +1
Elise Lindeberg GAC:Chris - I heard that Cal. law will NOT allow bylaws that de fact gives internal ICANN communeties the possibility to overrule the board - yes, we need legal advice
Donna Austin, RySG:@Chris, re bylaws being binding on the Board, is this something that is being discussed in the accountability work?
Matthew Shears:Thanks Chris/Bernard
Martin Boyle, Nominet, ICG:@Donna: I agree - it should factor in the views of all registries. As clarification, are there gtlds non-members of the RySG?
Chris Disspain:@ Elsie...that is not my understanding
Chris Disspain:@Donna...yes
Chris Disspain:Agree ALl;an
Donna Austin, RySG:@Martin--yes, that is currently the case for gTLDs.
Cheryl Langdon-Orr (ALAC AP Region):agree @alan
Chris Disspain:@Matthew...your question is Does separation of the contract require Board approval?
Chris Disspain:and the answer IMO is NO
Elise Lindeberg GAC:Chris, - goes to company struckture of ICANN. But we have wait for legal
Matthew Shears:OK - thanks Chris - yes that was the question
John Poole:@Bernard - your proposal deals with CSC and MRT, does is deal with the IAP?
Avri Doria:i think that if the GAC members who are in the CWG buy into the solution that hurdle will be overcome.
Avri Doria:oops wrong chat apologies.
Cheryl Langdon-Orr (ALAC AP Region):fingers crossed @avri
Elise Lindeberg GAC:Avri . :)...
Olivier Crepin-Leblond 2:I am fine with the two options being proposed
Mark Carvell GAC - UK Govt:I expect that for many GAC members two issues: the perception that all internal solutions do not create enough separation and independent oversight and review; secondly that a single GAVinteinternal solutions do not poltical risk of an internal solution
Olivier Crepin-Leblond 2:We are not acting in partisan manner, but trying to find the best option so until we receive responses from Legal, we need to explore all options
Cheryl Langdon-Orr (ALAC AP Region):G Bylaw = Lite. and Trust as Middle can I believe all go in along with the other end of spectrum contracts Co can ALL go in to documents and discussions in Singapore
Cheryl Langdon-Orr (ALAC AP Region):so ++++ to Chris. and INCLUSION is the go
Matthew Shears:Mark + 1 to your first point
Paul Szyndler:@Mark C - very much welcome more informal comment from governments. Even if they are simply your perspectives on how the GAC MAY go with these ideas.
Cheryl Langdon-Orr (ALAC AP Region):and all needs the Ind Legal Review Advice
Mark Carvell GAC - UK Govt:sorry - continuing my point: secondly a single GAC voice in the MRT membership is insufficient and impracticable.
Donna Austin, RySG:@Mark, so what would be sufficient and practicable for the GAC re the MRT?
Paul Szyndler:As ever, Donna re-phrased my question more succinctly and directly
Elise Lindeberg GAC:The MRT composition and representation from the GACwill be a discussion in the GAC, but I wouldn`t conclude that its going to problematic as long as we have a set routine for communication and
Elise Lindeberg GAC:reporting
Mark Carvell GAC - UK Govt:@ Donna: yes that is one of the key questions for the GAC review and discussion in Singapore on the Sunday morning.
Donna Austin, RySG:@Mark and Elise: how much time will the GAC be devoting to this discussion in Singapore?
Bernard Turcotte - staff support:Mark Carvell GAC your post is slightly grabled - could you please retype? thanks
Elise Lindeberg GAC:from the morning 0900 - til lunch, + some after - but that will also include some on the CCWG
Matthew Shears:How does this particular option not further blur rather than separate policy development and functions implementaiton
Donna Austin, RySG:Thanks Elise
Elise Lindeberg GAC:And dona, - this is a sesion that will include looking at the whole CWG proposals ans process, not only GAC representation in the model.
Donna Austin, RySG:@Bernie, is it possible to download your doc, or can it be sent to the list?
Bernard Turcotte - staff support:@Donna, our Chair should make that call
Martin Boyle, Nominet, ICG:@Donna: pod options top left of that window
Donna Austin, RySG:@Allan, is it possible to have make Bernie's doc available? If it is a draft and you would prefer not to distribute until final I understand.
Mark Carvell GAC - UK Govt:@ Bernard: I expect that for many GAC members two issues: firstly, the perception that all internal solutions do not create enough separation and independent oversight and review; secondly a single GAC voice (from the 140+ government members and 20+ IGO observers) in the MRT membership is insufficient and impracticable.
Bernard Turcotte - staff support:@Mark - 1 this is an initial proposal - 2 separation of IANA requires GAC as an AC approval
Bernard Turcotte - staff support:@Mark - all other functions of the MRT have public consultation requirement - (just to clarify vs your points)
Grace Abuhamad:https://docs.google.com/document/d/1oaPfFokCAqTluwP3D0UD-9RPCHS8JqBVOW2dkuSrUvk/edit?usp=sharing
Grace Abuhamad:Link to Greg's document
Donna Austin, RySG 2:@Alan, we can't do that until the community decides what to do with the funds. I think ICANN had a budget of $4.7m for the transition.
Avri Doria:some of us still favor a trust model in the external model
Alan Greenberg (ALAC):@Donna, that was meant as a joke...
Matthew Shears:can we ensure that we have legal support as we go forward - so it is not just a one off based on the document - we may well need it as things further solidify
Donna Austin, RySG 2:@Alan -- I know ...
Grace Abuhamad:@Alan @Donna -- still good to clarify
Greg Shatan:@Matthew -- hope I have answered that.
Avri Doria:it is just that in the mainstream proposal we were told it was impossible and off the table.
Chris Disspain:@ Matthew - yes I beliebe we can
Lise Fuhr:I need to leave now - thank you for a very good and constructive discussion
Greg Shatan:@Avri -- what is "it"?
Chris Disspain:and @ Matthew - when I say beliebe this has nothing to do with Justin
Grace Abuhamad:I'll send it now
Matthew Shears:@Chris - thank goodness!
Greg Shatan:@Matthew: to be clear, the essence of legal advice IMHO is "give and take" between counsel and client to evolve and refine legal advice.
Greg Shatan:Not an "over the wall" Q&A....
Matthew Shears:OK thanks Greg
Donna Austin, RySG 2:I'm concerned that we're discussing the MRT here? I thought there was an understanding that this would be done under RFP3.
Alan Greenberg (ALAC):An MRT in this model is different in that it is not outside of ICANN and has no responsibilities related to an RFP.
Donna Austin, RySG 2:@Alan, we don't know that for sure, and as I highlighted earlier, there are primary customers of the IANA function that are not internal to ICANN.
Alan Greenberg (ALAC):@Donna, I do not see a conflict on an MRT inside ICANN having members/participants from outside. As someone has noted, the ccNSO has participation from the regional ccTLD groups that are not ICANN entities.
Matthew Shears:agree Paul
Robert Guerra (SSAC):what would be helful for RFP4 discussions are risks that may exist in the model
Donna Austin, RySG 2:Thanks Paul, agreed, but as someone who has lived through many discussions about the MRT and the CSC, this is all very murky water.
Alan Greenberg (ALAC):In any case, I thought that BT was discussing his proposal which does specify that the MRT is internal to ICANN.
Avri Doria:Greg, the 'it', was a Trust model in an external solution It was discounted as impossible. I am glad to see the internal solution take it up so that we do get advice on it actual possibility.
Matthew Shears:I am uncomfortable discounting any model until we have certainty as to its legal feasibility or not
Martin Boyle, Nominet, ICG:@Avri: +1
Martin Boyle, Nominet, ICG:Given the doubts shown in the intensive work weekend, I think we do need to understand the pros and cons of a range of approaches
Paul Szyndler:@donna - I agree with the murkiness of the water. That is why I want this group to focus on the highest level of the model and the alternatives for it. We will only get down into the weeds when we really need to
Greg Shatan:@Avri -- thanks for the clarification. Glad to see you're glad.
Cheryl Langdon-Orr (ALAC AP Region):thanks for this @Bernie
Mark Carvell GAC - UK Govt:Concur wth Matthew's and Paul's points: GAC needs such clarity in Singapore.
Guru Acharya:@Avri: I think the trust model was included for discussion in the Frankfurt meeting as Strawman 4. I think it failed to get the necessary traction at the meeting. I think its unfair to say that it was discounted as impossible.
Matthew Shears:Guru - agree - we did not really discuss it suffieiently - I am pleased to see it back in the mix - internal and external
Mark Carvell GAC - UK Govt:Appreciate very much Bernie's initial paper and review of it today - very helpful.
Martin Boyle, Nominet, ICG:Thursday meeting = Friday?
Greg Shatan:The link to the legal scoping document is actually to version 3, but we might as well make that the "near-final" working document. So please use that link and not the link circulated a few days ago. I will circulate the new link on the list shortly. as well.
Martin Boyle, Nominet, ICG:Thursday is the plenary call, isn't it?
Grace Abuhamad:@Martin -- It's indeed on Thursday at 21:00
Grace Abuhamad:the plenary call is at 16:00
Grace Abuhamad:https://community.icann.org/display/gnsocwgdtstwrdshp/Meetings
Martin Boyle, Nominet, ICG:Thx Grace: below my field of view! I was focussed on Friday's RFP3
Grace Abuhamad:calls everyday this week, sometimes 2x!
Donna Austin, RySG 2:I seem to recall that one of the first strawman proposals included a bylaw proposal.
Donna Austin, RySG 2:I agree with Chris, I don't think another call this week will take us over new ground.
Guru Acharya:It might be helpful if we look at the community process of creating a ContractCo/Trust as a result of invoking the separation bylaw.
Paul Szyndler:Agreed.
Alan Greenberg (ALAC):@Grace, CWG at 1600? I have it at 1400 in my agenda.
Olivier Crepin-Leblond 2:@Alan: timing changed
aparna sridhar:Would it be possible to put Bernie's doc into a google doc so that people can put comments/questions on particular aspects?
Grace Abuhamad:@Alan ---yes, in my message yesterday, I noted the change due to Stakeholder Call
Cheryl Langdon-Orr (ALAC AP Region):or a wiki page
Bernard Turcotte - staff support:no
aparna sridhar:Or wikipage -- no preference on format
Olivier Crepin-Leblond 2:Google Doc is what RFP3a's worked with
Mark Carvell GAC - UK Govt:Agree new version of paper should be priority - and keep it as high level as possible.
Grace Abuhamad:Google Doc of Bernie's doc: https://docs.google.com/document/d/10lR84kmBddiUISQCZFLXe5KLarIFG7GMKVvdPNm9QTc/edit?usp=sharing
Grace Abuhamad:Yes - just sent email
Greg Shatan:Deadline is there....
Bernard Turcotte - staff support:@Mark - for this level of discussion I think it may be better to remove the MRT and CSC detailesd sections
Cheryl Langdon-Orr (ALAC AP Region):thanks all talk soon
Elise Lindeberg GAC:bye :9
Matthew Shears:thanks all!
jaap akkerhuis (SSAC):By all
Greg Shatan:Bye all.
Martin Boyle, Nominet, ICG:Thx Bernie, thanks all
Mary Uduma:Thanks and byre All
