Notes

Focused first two meetings today on the functional/operational aspects, with review of DT work

Today is focus on structural points (with assistance from Sidley team) 

DT-A just got off call. Areas of disconnect between IANA and DT-A are being clarified. Work needs to be completed in time for Thursday call this week. 

Structural Discussion

• Went into IST with seven models (1st memo prepared by Sidley)
• Narrowed models down to 2 variants (2nd memo addressing those two variants and sent on 4 April) 
• CWG questions were transferred to Sidley, and Sidley responded with a draft set of answers on 9 April. 
• Sidley has seen and reviewed the CWG questions, and translated into a "punch list": a set of questions that need to be answered. 

Primary focus of the call is discussion with Sidley. The CWG is the client. 

Legal Separation Variant

• Create a legal entity that is wholly owned by ICANN (called 'PTI'). 
• ICANN would be the sole member
• There would be a contract between PTI and ICANN
• What would happen to existing agreements with other communities? 
• Who approves the budget?
• Need a PTI board: what does the Board look like?
• PRF: is this a standing team? Or put in place at the time of the review? If there are emergency reviews, then there is a benefit to having a standing group that can come together at any time.
• What is the dependency/requirement of the stakeholder community/ Member group?
• Legal entity could be sued
• What is the relationship of the CSC and PRF? Is the CSC a part of the PRF?
• Stewardship comes from the community
• PTI Board could be ICANN controlled. It's an option for PTI to be fully dependent of the ICANN/IANA contract

CWG needs to create specifications or requirements for CCWG

Functional Separation Variant

• No separate IANA legal entity
• You can have the hallmarks of a separate entity but it's a division, no separate. 
• Challenges to the need to separate in the future
• No need to recreate governance structures 

Punch List: 

Advantages in LLC include freedom to do more by contract, tax issues are minimal. 

Advantages of non-profit has the designator concept 

What would trigger a separation ?

Who could trigger a separation ?

Action Items

Transcript

Transcript CWG IANA #37 14 April.doc

Transcript CWG IANA #37 14 April.pdf

Recording

The Adobe Connect recording is available here: https://icann.adobeconnect.com/p3dzp308gb5/

The audio recording is available here:  http://audio.icann.org/gnso/gnso-cwg-iana-1900-13apr15-en.mp3

Chat Transcript

Brenda Brewer: (4/13/2015 13:37) Hello and welcome to CWG IANA Meeting #37 on 13 April.

  Gary Campbell: (13:53) Hey Brenda

  Robert Guerra: (13:53) Eduardo - Yes, we cna hear you

  Robert Guerra: (13:54) Eduardo calling in. he is trying to get connected via the net as well.

  Seun Ojedeji: (13:54) Hello everyone

  Matthew Shears: (13:57) Hi - is there a particular document we should be looking at for this call?

  Gary Campbell: (13:57) Nothing is being shared at the moment

  Grace Abuhamad: (13:58) Documents are parts of the Reading List

  Andrew Sullivan: (13:58) Late-breaking news: John Curran commissioned this:

  Andrew Sullivan: (13:58) http://teamarin.net/wp-content/uploads/2014/09/ARIN-analysis-memo-ICANN-Bylaws-reDesignators.pdf

  Andrew Sullivan: (13:59) he understands it to mean that any of the organizations that appointed members of the ICANN board could remove them today

  Sharon Flanagan (Sidley): (13:59) @Grace - when we get started can you move to the diagram on page 3?

  Staffan Jonson: (13:59) Hello

  Martin Boyle, Nominet: (13:59) hi all

  Andrew Sullivan: (13:59) (that document was shared this afternoon in the ARIN meeting)

  Grace Abuhamad: (14:00) @Sharon --- the document is unsynced so everyone can read at their ease.

  Seun Ojedeji: (14:00) @Andrew i think its the one that was shared on the CCWG

  Grace Abuhamad: (14:00) I can sync it when the conversation starts

  Brenda Brewer: (14:00) Eduardo Diaz on audio only

  Andrew Sullivan: (14:01) @Seun: yes, I think so

  Seun Ojedeji: (14:01) Yeah and i personally think it was a useful document....hopefully CCWG will take it into account. Izumi shared it

  jorge cancio GAC (Switzerland): (14:02) hi again

  Graeme Bunton - RrSG: (14:03) Sounds like someone is making a drink

  Seun Ojedeji: (14:05) @Chair, apologies for not totally available during the last session. Just to mention that i made some comments on DT-C and has been sent to the list for consideration by DT-C

  Paul Kane: (14:06) Quick update from DTA - ICANN Legal have now found our request for information (having lost it earlier) - so matters will progress (all being well).

  Lise Fuhr: (14:11) @Seun most issues are dealt with regarding DT C but we still have some outstanding issues that we be discussed later.

  Lise Fuhr: (14:12) sorry for typos - we = will

  Seun Ojedeji: (14:16) @Lise, thanks but going through the transcript, i noticed some of the concerns i have may not have been addressed and i have sent those specific areas to the list  (perhaps they  will be part of those you referred to as outstanding). Thanks

  Grace Abuhamad: (14:18) I've unsynced the document so you can all follow at your ease

  jorge cancio GAC (Switzerland): (14:20) apart from the creation or not of the separate legal entity, the second key issue is who appoints the PTI Board and whom the board members are accountable to...

  jorge cancio GAC (Switzerland): (14:22) the picture on page 3 would be more complete if we could already have the new CCWG proposed structures on that page, which later on appear constantly on the Memo ("Member Group")

  Seun Ojedeji: (14:24) By ICANN awarding contract means ICANN can decide to reassign the contract to another operator? so what then becomes the role of PTI?

  Seun Ojedeji: (14:34) I just heard about removal of ICANN board in "legal seperation" wondering why ICANN would come into the picture again since PTI is the new board managing IANA?

  Greg Shatan: (14:38) @Seun: PTI would be a subsidiary of ICANN and ICANN would ultimately be responsible for PTI.

  Brenden Kuerbis: (14:38) Instead of "ICANN's accountability mechanisms", you simply provide PTI board accountability directly to the SOs/ACs as designated members. Less complicated.

  Seun Ojedeji: (14:40) @Greg is that answering my first or seconf question?

  Andrew Sullivan: (14:40) @Brenden: it might be problematic for other organizational users of PTI to have the SOs and ACs be the source of accountability

  Matthew Shears: (14:41) Why do we want the separate IANA mechanisms to trip into ICANN accountbaility mechanisms?  Why on earth should  IANA performance issues result in spilling the board?  If the IANA operator is not perfmoring then it should be fixed or changed out.

  Greg Shatan: (14:42) @Seun, the second.

  Seun Ojedeji: (14:42) @Sidely i am still expecting response on my 2 questions. Thanks

  Seun Ojedeji: (14:44) @Greg, if its the second which is asking about why  IANA operations would result to spiling of the board; and your response is that ICANN board is responsible for PTI. Doesn't that mean that ICANN board has oversight and not the other way round

  Greg Shatan: (14:45) @Seun, with regard to your first question, if ICANN (with the multistakeholder community) decided to pick another provider, PTI would no longer have a role.  After transferring assets and knowhow to the new operator, it would probably be dissolved.

  Chris Disspain: (14:45) FWIW I think it highly unlikley that the ccTLDs would agree to join some sort of 'association'..there were enormous challenges with this when the ccNSO was set up

  Greg Shatan: (14:45) @Seun, What is "the other way round"?

  Guru Acharya: (14:46) In the legal separation model, there should be very low dependence on internal accountability (such as whether the PTI board is accountable to the SO/AC) and far higher dependence on external accountability mechanisms arising from the contract (such as SLA). This is specially in the context of a successor contractor replacing PTI.  Can we continue to define how the board of a successor contractor should function?

  Mary Uduma: (14:46) no audio

  Seun Ojedeji: (14:47) @Greg my point is that Activity of PTI should not result to spilling ICANN board instead based on the formation, activity of PTI should make ICANN board spill PTI board

  Greg Shatan: (14:47) There are definitely significant practical challenges in turning any SO/AC/SG/C/RALO into a legally cognizable entity if that is required for membership.

  Matthew Shears: (14:48) @ Greg - if ICANN decided to pick another operator....  isn't that just doing away separation entirely?

  Greg Shatan: (14:48) @Seun, it all depends where the issue is.  If the ICANN Board has the ability to resolve a critical issue and fails to do so, they should be liable to be spilled.

  Chris Disspain: (14:49) important to note that CSC and PRF would likley be different people

  Greg Shatan: (14:49) @Matthew -- no, this is what would happen if the MS community caused ICANN to issue an RFP for a new operator.  It can't solely be "ICANN the corporation"; it really has to be ICANN the corp & the community.

  Seun Ojedeji: (14:49) @Greg again it seem you are bringing ICANN board into the loop of "legal seperation" my understanding is that a contract exist between ICANN and PTI and ICANN ensures PTI complies so it does seem not to be an ICANN board issue but PTI board issue (as it relates to IANA)

  Chris Disspain: (14:49) as a ccTLD manager I would appoint a different staff person to CSC than I would put forward for PRF

  Donna Austin, RySG: (14:50) I agree with Chris, the CSC and PRF would comprise different people.

  Chris Disspain: (14:50) Different skill set is required

  Seun Ojedeji: (14:51) However if the community finds that ICANN board is not holding PTI accountable then community may Spil ICANN board (which will then be for the CCWG process to determine)

  Matthew Shears: (14:54) + 1 Paul

  Chris Disspain: (14:54) the whole point of this internal model as opposed to an external one is that the stewardship remains with ICANN

  Seun Ojedeji: (14:55) sorry @Sidley please when you say board, i will appreciate if its qualified...i.e do you mean ICANN board or PTI board

  Greg Shatan: (14:55) @Seun -- legal separation is not a divorce.  It's just a matter of putting the IANA Operator into an entity controlled by ICANN.  That control relationship can be very close or more distant.  But ICANN is not getting written out of the picture until its control is removed.

  Cheryl Langdon-Orr - ALAC APRegional Member: (14:55) That is how I saw it @Chris

  Guru Acharya: (14:56) +1 Paul

  Chris Disspain: (14:57) PAUL, YOU ARE TALKING ABOUT THE EXTERNAL MODEL

  Chris Disspain: (14:57) OOPS

  Paul Kane: (14:57) I am NOT :-)

  Matthew Shears: (14:57) Chris - its not an external model - its placing setwrdship in a legally spearated affiliate

  Greg Shatan: (14:57) @Seun "legal separation" at this point is a mechanism to insure future separability from ICANN.  It is not  the the "nuclear option" of separation now.

  Paul Kane: (14:58) I want the INTRENAL model and an affiliate company which holds the Multi-Stakeholder Stewardship role

  jorge cancio GAC: (14:58) the key is who appints the PTI Board... and what relationship there is between "Member Group", "ICANN Board" and "PTI Board" - elements for horizontal accountability?

  Greg Shatan: (14:58) It would be rather odd for a "subsidiary" to control or be a steward of a "parent."

  Greg Shatan: (14:58) Except in the case of dementia....

  Matthew Shears: (14:58) not of a parent Greg - of a service

  Seun Ojedeji: (14:59) @Greg i don't think so, because there is current seperation at the moment and we both agree that seperation can happen if/when required. I am not sure creating that many structure is the solution.

  Olivier Crepin-Leblond: (14:59) I think that the devil will be in the details; Control of the PTI will all depend on the composition of its Board and its membership. Since membership is a single member, ICANN, then it looks like the Board of PTI is going to be the one that needs to runthe RFPs....

  Chris Disspain: (14:59) the gap indicated by LArry was/is that if ICANN doesn't 'OWN' the stewardship then whoever does has to have accountability mechanisms at least as good as ICANNs..

  Greg Shatan: (14:59) "Inside Board" should be seen as an option.

  Chris Disspain: (15:00) and on the basis of that gap we looked at an internal model that enabled us to use all of ICANNs accountability mechanisms

  Matthew Shears: (15:00) stewardship is truly with the community in the affiliate and not conflated with the operator

  Greg Shatan: (15:00) @Olivier, if ICANN holds the contract, it would logically be ICANN that would run an RFP.  Which is not to say we couldn't structure it otherwise.

  Brenden Kuerbis: (15:00) If the SOs/ACs had the ability to elect the PTI board, that would function as an element of "stewardship".  Another would be the SOs/ACs ability to oversee ICANN's ability to contract with its affiliate woudl be another element.

  Chris Disspain: (15:00) stewardship is truly with the community if ICANN has accountability mechanisms that can be used

  Martin Boyle, Nominet: (15:00) @Jonathan, @ Greg:  a fully independent PTI Board makes it impossible for the ICANN Board to address failings, doesn't it?

  Martin Boyle, Nominet: (15:01) And it could be very hard to know where the issues lie

  Chris Disspain: (15:01) Martin +1

  Brenden Kuerbis: (15:01) I think you want mostly independent PTI board, perhaps with an ICANN liaison for information sharing.

  Chris Disspain: (15:02) why Brenden?

  Seun Ojedeji: (15:02) +1 to Martin as well

  Jonathan Robinson: (15:02) @Martin. An option for the PTI is to be fully dependent not independent

  Greg Shatan: (15:02) @Martin: a lot of that would depend on the nature of the relationship between ICANN and PTI, which would be covered in the ICANN/IANA contract.

  Jonathan Robinson: (15:02) A variation is to have some independent directors on that board and that gives it some authority to deal with escalation and other issues

  jorge cancio GAC: (15:02) the relationship between PTI, ICANN and Member Group, would not only be based on who elects and/or controls who, but also on a contract between ICANN and PTI - which creates another kind of direct accountability

  Chris Disspain: (15:03) agree Jonathan but in the same way as the CSC would have non-customer observers there is an argument for the PTI Board having a couple of customers on it

  Martin Boyle, Nominet: (15:04) so if the PTI is separated for poor ICANN performance, I assume the PTI Board is sacked and de-barred from membership of the new operator

  Greg Shatan: (15:05) Vaporized.

  Matthew Shears: (15:05) @ Martin - yes, then what happens?

  Greg Shatan: (15:06) I am concerned that the "Stakeholder Community/Member Group" is still nebulous.

  Chris Disspain: (15:06) I have a final question re this model before we move on

  Greg Shatan: (15:06) @Matthew, after one is vaporized, the individual molecules become at one with the universe.

  Brenden Kuerbis: (15:06) PTI is sacked for ICANN performance? I'd think they get sacked for poor IANA performance.  If poor ICANN performance, then sack ICANN board.

  Matthew Shears: (15:06) @ Greg - hmmm not sure that is good or bad for the DNS

  Greg Shatan: (15:07) @Brendan -- missed that entirely!  good catch.

  Matthew Shears: (15:08) The PTI has to be structured in way that it is a steward/contracxtor rather than some affiliate that gets vaporized for poor peformance - what kind of credible governance model is that?

  Andrew Sullivan: (15:08) @Matthew: the DNS is a deep tree, but it's limited to 255 total octets per name, with max 63 octets per label.  Gonna be hard to fit a universe in there :)

  Greg Shatan: (15:08) More seriously, the MS community, through ICANN, would have already bid out and contracted for a new IANA Operator.

  Greg Shatan: (15:08) @Chris, each are possibilities under this model.

  Chris Disspain: (15:08) agree Greg

  Andrew Sullivan: (15:09) What I understand is what Greg said: the accountability is effectively that you take away the contract.  That's what the other communities' approach is

  Seun Ojedeji: (15:09) @Chair, sorry i did ask 2 questions, and although i raised my hand but i dropped it because baby is currently audible. I will appreicate if thoese questions are addressed

  Chris Disspain: (15:09) you are correct in my view Jonathan

  Seun Ojedeji: (15:10) here are the questions again: By ICANN awarding contract means ICANN can decide to reassign the contract to another operator? so what then becomes the role of PTI?I heard about removal of ICANN board in "legal seperation" wondering why ICANN would come into the picture again since PTI is the new board managing IANA? how does ICANN board get spilled based on IANA operation considering the this is no longer about  ICANN accountability but will be about PTI accountability over IANA

  Donna Austin, RySG: (15:10) so a consequence under this model, if the IANA function goes elsewhere, the subsidiary is no longer required .

  Chris Disspain: (15:11) correct Donna - either it would continue to exist but no longer be a subsidiary OR it would cease to exist because functioonow run by XXXXX

  Seun Ojedeji: (15:12) are the chairs reading comments posted here at all?

  Donna Austin, RySG: (15:13) Does it also mean that ICANN would the contract with the new IANA functions operator?

  Maarten Simon, SIDN: (15:13) Yes Donna, I think so

  Brenden Kuerbis: (15:13) Under the legal separation, yes

  Elise Lindeberg GAC: (15:13) SIDLEY,  - you could do many things, but we need this to be set up before the transition. We cant solve this after, - when everyone dissagree. ...

  Lise Fuhr: (15:13) @Seun We will make sure that the questions are answered

  Elise Lindeberg GAC: (15:14) dissssagreee ...:)

  Guru Acharya: (15:14) +1 Elise

  Matthew Shears: (15:16) I think we are overstating the governance challenges of the affiliate

  Andrew Sullivan: (15:18) It might be possible, though, to set up the "internal" thing with a plan that it becomes externalized over time (i.e. a commitment now to do work later)

  Gary Campbell: (15:18) @ELise what are you disaggreeing with?

  Andrew Sullivan: (15:19) Some have argued, however, that the bylaw changes for the internal approach are at least as hard as just creating an affiliate

  Brenden Kuerbis: (15:19) They are, and you get a lot less clarity around IANA.

  Elise Lindeberg GAC: (15:20) hehe  - just my writing

  Andrew Sullivan: (15:20) @Brenden: well, maybe.  It's possible that if one can't get something by the deadlineish, then one can't get anything

  Andrew Sullivan: (15:20) that seems worse from where I sit

  Greg Shatan: (15:20) Trying to figure out which road is "more work" is probably impossible.  That should not be our decision-maker.  More important to identify hurdles and roadbacks.

  Avri Doria: (15:21) Andrrew, cannot agree, getting wornd is much worse than were we are now.

  Brenden Kuerbis: (15:21) Agree. and getting to an end state that is stable and predictable outcomes.

  Avri Doria: (15:21) ... getting it wrong is much worse ...

  Greg Shatan: (15:21) In no case is PTI operating completely independently of ICANN.

  Brenden Kuerbis: (15:21) right

  Andrew Sullivan: (15:22) @Avri: that seems to imply that not having a transition results in _status quo ante_.  I'm not sure I believe that assumption.

  Greg Shatan: (15:22) I think the "delta" in person-hours between the two models is probably insignificant.

  Matthew Shears: (15:22) PTI woud not be operating independently but it can provide separated oversight

  Greg Shatan: (15:22) We will have a transition, but not before we get it right.

  Elise Lindeberg GAC: (15:22) exactly - the power needs to be in the ICANN Communety, not ICANN as company

  Andrew Sullivan: (15:22) @Greg: sure, but the delta in achievability might be different

  Greg Shatan: (15:23) @Andrew, I agree, which is why we need to look at hurdles.

  Greg Shatan: (15:23) @Andrew, I agree, which is why we need to look at hurdles.]

  Matthew Shears: (15:23) + 1 Elise

  Chris Disspain: (15:23) Shaton just said something really important that we need to clarify...shr referred to the need for 'members'

  Andrew Sullivan: (15:23) I don't know why people believe that if this transition doesn't happen in the current US administration, it will ever happen.

  Seun Ojedeji 2: (15:23) The third question was a follow-up to the second question so i guess my questions have been addressed thanks

  Chris Disspain: (15:23) Sharon

  Avri Doria: (15:24) Andew, I do not know why they don't beleive it.

  Avri Doria: (15:25) Pesonally, without a contract giving Names the same kind of control IETF has, i think we are better off with NTIA.

  Milton: (15:25) Board spilling is NOT relevant to the IANA performance or accountability

  Matthew Shears: (15:26) +1 Milton!!

  Milton: (15:26) It is like using a nuclear weapon to kill a fly

  jorge cancio GAC: (15:27) nuclear options are there to never be used... accountability has to be fine-grained...

  Brenden Kuerbis: (15:27) Agree, why would we want to get rid of an ICANN board responsible for policy if the problem is with IANA?

  Seun Ojedeji: (15:27) +1 to Milton on that as well, i don't think board spilling should exist in this CWG unless its spilling of PTI board (if we are going by legal seperation)

  Chris Disspain: (15:27) agree Jonathan

  Avri Doria: (15:27) I agree the nuclear option is not practical, but that is the point with nuclear options.  it is an and of time sort of last ditch decsion.

  Donna Austin, RySG: (15:27) @Milton, perhaps not a spill of the Board, but if it comes to the point where separation of the IANA function from ICANN is considered desirable, I would think that the CEO's tenure would be questionable.

  Chris Disspain: (15:27) a refusal to act on bimding arbitration

  Matthew Shears: (15:27) It an ill suited recourse for dealing with IANA issues

  Elise Lindeberg GAC: (15:28) But I find Chris question very very important to get an answer to.

  Greg Shatan: (15:28) We do spend far too much time talking about board spilling.

  Avri Doria: (15:29) spilling the board is ill suited to anyting except a final crisis.

  Chris Disspain: (15:29) @ Matthew...agree but it is there - however IMO with the IANA function the moving of the operating of it elsewhere is the more likley mechanism to be used

  Grace Abuhamad: (15:30) Document is unsynced

  Matthew Shears: (15:30) which is why we need to be very careful we do not overly conflate IANA accountbaility and ICANN accountbaility mechanisms and remedies

  Avri Doria: (15:31) the impornt of  legal speration is to have a conract and SLA that clearly deinfed the relations between policy making and the services provided.

  Chris Disspain: (15:31) @ Avri - agree

  Matthew Shears: (15:31) + 1 Avri

  Chris Disspain: (15:33) agree with Avri's point on appointment of PRF

  Milton: (15:33) Moving IANA elsewhere is indeed the appropriate 'nuclear option,' not board-spilling

  Milton: (15:34) good to see Chris agreeing with Avri on legal separation !

  Matthew Shears: (15:35) yes - but the escalation paths we have been talking about largely end up in the CCWG nuclear options space

  jorge cancio GAC: (15:35) a good balance of horizontal accountability between PTI, ICANN and Member Group could do better than atomic weapons...

  Chris Disspain: (15:35) not sure that's correct Matthew...

  Chris Disspain: (15:36) in my mind the only time one would move across from IANA escalatin path to ICANN wide escalation path would be, as I said earlier, if ICANN Boafd refused to act on a binding arbitration decision and if that happened then in my view it would be totally appropriate for the ICANN community to consider spilling the Board.

  Donna Austin, RySG: (15:37) Who selects/appoints has been included in the Charter of the CSC

  Chuck Gomes (RySG): (15:38) It seems to me that 3.b is a critical decision point.

  Chris Disspain: (15:38) So in simple terms if there are IANA function operational issues then those are dealt with by IANA escalation mechanismsm and systemic or catatrophic failures may lead the the function being moved.But once there has been a judicial finding tha needs to be acted uopn then we move across to the ICANN accountability mechanisms

  Seun Ojedeji: (15:39) +1 to @Jorge disscussing how to ensure atomic weapons does not get engaged should be significantly looked into; lots of remedial actions must have happened, including the option of Spilling the board

  Matthew Shears: (15:42) @ Chris my point was that we need to look at IANA issues in terms of an excalation path to a change of operator or similar - that escalation path has been started on in the DTs but needs more elaboration, including how and when RFPs are issued, etc.

  Chris Disspain: (15:43) understood Matthew...if you look at the guidance document that some of the registries sentr, that provides some input/guidance as to how that might work

  Seun Ojedeji: (15:44) For item 5, i wonder whether IRP for the IANA issues would necessarily be different from that of the CCWG?...should't the IRP be left to CCWG dependencies

  Chris Disspain: (15:46) correct Jonathan

  Chris Disspain: (15:49) Sharon..are there any consequences of LLC versus non-profit whne it comes to spinning the entity off?

  Milton: (15:50) What should trigger separation should be dissatisdaction of the community and the belief that another entity could do it bette

  Milton: (15:51) We are raising the bar too high - look at what numbers and protocols have proposed

  Greg Shatan: (15:52) But numbers and protocols don't really need to deal with ICANN, except at arms length.

  Donna Austin, RySG: (15:53) I think the trigger for separation has to be associated with continued or systemic poor performance and must be supported by direct customers

  Milton: (15:53) Names IANA should be as arms length as possible

  Milton: (15:53) within the affiliate model

  Greg Shatan: (15:54) By dropping it into a "subsidiary" affiliate, we go a long way toward that.

  Martin Boyle, Nominet: (15:54) @Donna + 1

  Greg Shatan: (15:54) But ICANN is still our "patient."

  Milton: (15:54) Certainly agree with Donna that it should be supported by if not instigated by direct customers. That is exactly my point. if they want change, do we not think they know what they are doing?

  Milton: (15:54) No one wants to switch the provider of an essential function just for the hell of it

  Chris Disspain: (15:54) Sharon..are there any consequences of LLC versus non-profit whne it comes to spinning the entity off?

  Andrew Sullivan: (15:55) I have to agree with Milton's claim about arms' length.  If the goal is to set up an arrangement close to what protocols and numbers are doing, why does it need to be any closer?

  Martin Boyle, Nominet: (15:55) And I'd want to see the IANA operator - customer relationship being quite close in sorting out problems

  Andrew Sullivan: (15:55) Well, you could get that in a strict separation, Martin: that's how the IETF works with IANA

  Andrew Sullivan: (15:55) We have lunch at every IETF meeting to check things out

  Milton: (15:55) the relationship can be close without erecting huge barriers to separating if and when the customers and the comunity deem it necessary

  Andrew Sullivan: (15:56) and we did have a history where things were pretty bad, and we worked it out

  Greg Shatan: (15:56) Sharon, you are a trouper.

  Sharon Flanagan (Sidley): (15:57) and you'll have to forgive any coughing fits as I am dealing with a bad cough

  Greg Shatan: (15:57) ICANN will do that to you.

  Cheryl Langdon-Orr - ALAC APRegional Member: (15:57) Or just starting our day inthe antipodeas  ;-)

  Milton: (15:57) Sure, but working it out when you have the option to leave is much different than working it out when you don't

  Avri Doria: (15:57) and some of us have a CCWG meeting in 3 minutes.

  Lise Fuhr: (15:57) Enjoying the sunrise Cheryl?

  Greg Shatan: (15:58) Call 40 = only call during waking hours in the Americas.

  Andrew Sullivan: (15:58) @Milton: yes, I agree.  But that's part of my point.  We had a complete separation there, and were able to work closely anyway

  Milton: (15:58) @Avri - and I am listening to this in the middle of an ARIN meeting

  Cheryl Langdon-Orr - ALAC APRegional Member: (15:58) That was a while back but yes it was lovely Lise :-)

  Milton: (15:58) multistask!!

  Andrew Sullivan: (15:58) so there's no in principle barrier for an arm's length relationship between ICANN and PTI

  Greg Shatan: (15:58) Cheryl think "aah, the shoe is finally on the other foot."

  Robert Guerra: (15:58) thanks all!

  Milton: (15:58) @Andrew: right

  Seun Ojedeji: (15:58) thanks and bye

  Martin Boyle, Nominet: (15:58) @Andrew:  my point was neutral - it is about ensuring things are designed for trust and sorting problems out

  Staffan Jonson: (15:58) Thank You all

  Cheryl Langdon-Orr - ALAC APRegional Member: (15:59) Great  Bye  for now  MORE  on the morrow then...

  Greg Shatan: (15:59) @Andrew, an arms length relationship raises a whole bunch of other issues.

  Lise Fuhr: (15:59) Thank you for participating

  Maarten Simon, SIDN: (15:59) Thank you all

  Cheryl Langdon-Orr - ALAC APRegional Member: (15:59) bye

  Andrew Sullivan: (15:59) @Martin, got it.  Bye all

  Matthew Shears: (15:59) thank all

  Konstantinos Komaitis: (15:59) good night

  Bernard Turcotte - staff support: (15:59) bye

  Greg Shatan: (15:59) Good bye all.

  Olivier Crepin-Leblond: (15:59) Thanks everyone!

  Gary Hunt - UK Government: (15:59) Good night all!

  jorge cancio GAC: (15:59) bye

  Martin Boyle, Nominet: (15:59) thanks