Notes

CWG IANA meeting #39 on 14 April at 10:00 UTC

Notes: 

Seun Ojedeji on audio only at this time.

Opening Remarks

• • Purpose of call: discuss structural considerations. 
  • The 'Punch list' will guide the conversation
  • There are issues with the order of questions in the 'Punch List' but it represents a good aide memoir
  • In Istanbul, the group set aside 5 models and decided to focus on 2 variations of an internal model
  • Emergence of a 'reverse hybrid model' on the list in the last few hours. For the present, we should not get involved in a detailed conversation on the 'reverse hybrid'
  • Try to converge our thinking as opposed to create new discussions. 

Chairs have change the order of the questions on the 'Punch List'

Question 9 deals with 'which variant' --> sounds like the group is leaning toward legal entity

With legal entity, if there were ever bankruptcy at ICANN, it would not necessarily affect PTI

The entity can be sued (each party can be)

Poll for the group (to get sense of the room):

Which variant is preferred?

- legal separation (56.5%)

- functional separation (21.7%)

- undecided (21.7%)

---> direction for Question 9: legal separation variant preference 

Question 6: Accountability on ICANN/PTI Contract 

Periodic Review could trigger separation

- address accountability in contract? yes, relevant (but details need to be worked out)

- address through PRF and/or CSC? the PRF can review the contract/SOW, but does not hold contract. The CSC is also a review/performance management structure. 

- Are other means required? The CCWG will enhance ICANN's accountability mechanisms and these will be important to structure.

Question 1: What role for PTI Board?

Insider board agreed on, subject to other new structures withstanding stress tests. And comprehensive contract.

Edit (staff/DT-N): change the term 'Periodic Review Team' to something like 'IANA Review Team'.

Action Items

none

Transcript

Transcript CWG IANA #39 14 April.doc

Transcript CWG IANA #39 14 April.pdf

Recording

The Adobe Connect recording is available here:  https://icann.adobeconnect.com/p3pc1owr6jw/

The audio recording is available here:   http://audio.icann.org/gnso/gnso-cwg-iana-1000-14apr15-en.mp3

Chat Transcript

Brenda Brewer: (4/14/2015 04:35) Welcome to the CWG IANA Meeting #39 on 14 April.

  Chris Disspain: (04:58) Hello again all....still in my garden although the temp has dropped to 21c

  Cheryl Langdon-Orr: (04:58) very balmy evening for Melb at this time of year...

  Chris Disspain: (04:58) it's a joy

  Chris Disspain: (04:59) although, of course, being melbourne we did have a couple of drops of rain 5 minutes ago

  Cheryl Langdon-Orr: (04:59) LOL

  Chris Disspain: (04:59) it may start snowing later

  Cheryl Langdon-Orr: (04:59) typical day then ;-)

  Chris Disspain: (05:00) indeed

  Brenda Brewer: (05:00) Seun Ojedeji on audio only at this time.

  Grace Abuhamad: (05:00) thanks B

  Bernard Turcotte - staff support: (05:00) we only have abut a foot of snow left - so great here also

  Chris Disspain: (05:00) a whole foot...wow

  Chris Disspain: (05:01) should brighten up by august

  Josh Hofheimer (Sidley): (05:01) Good day everyone

  Jonathan Robinson: (05:01) Hello All. Starting shortly

  Cheryl Langdon-Orr: (05:01) Decent year round weather IS one great attraction of living here in AU

  Matthew Shears: (05:01) hello

  Chris Disspain: (05:01) well it's a day Josh...good is a metter of opinion

  Konstantinos Komaitis: (05:02) hello

  Matthew Shears: (05:02) sunny in The Hague

  Cheryl Langdon-Orr: (05:02) seting the tone are we Chris ;-)

  Chris Disspain: (05:02) it's why I'm here CLO

  Brenden Kuerbis: (05:02) Hello all

  Cheryl Langdon-Orr: (05:02) *hug*  @Chris

  Staffan Jonson: (05:02) Hello all

  Martin Boyle, Nominet: (05:03) hi, problems in dialling in...

  Grace Abuhamad: (05:04) can you hear Martin? to listen while you dial in

  Martin Boyle, Nominet: (05:08) yes, i could hear and am now in (second time)

  Grace Abuhamad: (05:08) grest!

  Chris Disspain: (05:09) well said Jonathan

  Donna Austin, RySG: (05:09) I agree Jonathan

  Brenden Kuerbis: (05:09) I think this is a reasonable approach. I'd like to see ideas teased out on list for now.

  Cheryl Langdon-Orr: (05:09) Yup

  Cheryl Langdon-Orr: (05:09) my yup was to what Jonathan said 

  Matthew Shears: (05:10) yup to jonathan and brenden

  Matthew Shears: (05:11) could the doc be put on the screen?

  Grace Abuhamad: (05:11) it's up and unsynced

  Matthew Shears: (05:11) understood

  Chris Disspain: (05:12) Jonathan..in the spirit of cooperation I'm happy togo with the subsidiary model but that it entirely dependant on the structure of it

  Brenden Kuerbis: (05:12) Correct,  that is my sense as well based on yesterday's call

  Matthew Shears: (05:13) agree with your assessment jonathan

  Brenden Kuerbis: (05:13) And I agree about structure

  Brenden Kuerbis: (05:13) dependencies

  Matthew Shears: (05:14) + 1 Chuck

  Guru Acharya: (05:14) A simple poll to get a sense of the room might help to understand where the participants stand.

  Chris Disspain: (05:14) agree with Chuck but emphasising that the strucutre of the subsidiary is critical to agreement

  Chuck Gomes (RySG): (05:14) Agree Chris.

  Chris Disspain: (05:15) for me..they key is not 'legal sep' as such but more Chuck's point on the value of a contract

  Lise Fuhr: (05:15) @Guru we will have a bit of discussion first and then we can have a poll

  Brenden Kuerbis: (05:15) I think that was adddressed in the legal advice document

  Chris Disspain: (05:16) Jonathan, I do have a couple of 'meta' questions on which type of strucuture to chose ie LLC or non-profit but happy ot put those whne relevant

  Josh Hofheimer (Sidley): (05:16) Agree with Sharon. 

  Chris Disspain: (05:17) fine with me

  Staffan Jonson: (05:18) That is a good question

  Alan Greenberg: (05:18) yOU CA NSUE ANYONE. wHETHER IT SUCCEEDS IS A DIFFERENT ISSUE.

  Alan Greenberg: (05:18) Oops sorry for caps

  Guru Acharya: (05:19) Could PTI be indemnified for all legal costs and penalties by ICANN, under terms of the contract?

  Josh Hofheimer (Sidley): (05:19) On a related point, there also could be a suit against ICANN without involving the other entity

  Brenden Kuerbis: (05:19) Or go to mediation

  Chris Disspain: (05:19) even if it's a subsidiary Sharon

  Chris Disspain: (05:19) ?

  Chris Disspain: (05:19) surely ICANN can't launch an action against a company it wholly owns

  Sharon Flanagan (Sidley): (05:20) Yes - separate entities.  Recall that it won't "own" a non-profit

  Chris Disspain: (05:20) ah well tat is a real issue for me then

  Brenden Kuerbis: (05:20) But we can limit what actions  parties take in a contract?

  Sharon Flanagan (Sidley): (05:21) Yes - can constrain through the contract

  Chris Disspain: (05:21) so the type of sub is relevant

  Chris Disspain: (05:21) if it's an LLC there is a substantive diff

  Guru Acharya: (05:22) @Sharon: Can PTI be indemified by ICANN for all legal costs and liabilities incurred with any third party, under the terms of the contract between ICANN and PTI?

  Brenden Kuerbis: (05:23) Is there? Contract exists with either LLC or non-profit affiliate as I understood

  Josh Hofheimer (Sidley): (05:23) Whether it is an LLC or a seperate non-profit public benefit corp, there would still be a contract, and the types of remedies can be constrained under the contract.  For example, the parties could specify that termination is not permitted, only a suit for damages (and could constrain the damages recoverable)

  Brenden Kuerbis: (05:23) Thanks Josh

  Seun Ojedeji: (05:24) COnsidering that ICANN is the source of funds for IANA?

  Josh Hofheimer (Sidley): (05:24) I think the manner of funding the IANA-sub would be something that requires further consideration

  Martin Boyle, Nominet: (05:27) I'm having problems with my phone line.  I have an organisational issue:  my concern in the subsidiary/affiliate solution would be if the Board was not able to make clear decisions - in other words the source of failure to remedy becomes unclear

  Josh Hofheimer (Sidley): (05:27) Our prior memo has some discussion of the advantages and disadvantages of LLC versus NonProfit

  Staffan Jonson: (05:29) It has ben mentioned before, but as long as the subset/PTI is a separate legal entity it can be sued, and will therefore need legal staff of its own, and fundings for beeing sued.

  Staffan Jonson: (05:29) Hence costs.

  Chris Disspain: (05:29) so, for me, to be clar, the main reasons for a sub are that thee is a contract and that separation late r would be easier

  Jonathan Robinson: (05:30) @Chris. Those two reasons are seem to be the key points.

  Cheryl Langdon-Orr: (05:30) indeed

  Sharon Flanagan (Sidley): (05:30) I agree as well

  Chris Disspain: (05:31) 2 things...would ICANN having an LLC have any effect on ICANN current status and would staff transferring lose any current benefit they have of being employed by a non-rofut

  Chuck Gomes (RySG): (05:32) @ Josh:  How unpredicitable is it for the non-profit to get non-profit status?

  Josh Hofheimer (Sidley): (05:32) @Chris.  I don't believe so.  As noted, the LLC is a disregarded entity for tax purposes. 

  Chris Disspain: (05:33) excellent Josh

  Chris Disspain: (05:33) Jonathan, I'm fine to poll as long as it's clear my vote will be dependant on the strucutre to be discussed

  Chris Disspain: (05:34) that is what I mean Jonathan...thank you

  Josh Hofheimer (Sidley): (05:35) @Chuck. Here is a response to this question from our colleague Mike Clark, a nonprofit tax partner who has participated in this project:

  Josh Hofheimer (Sidley): (05:35) The IRS in recent years has gotten a little more unpredictable about organizations which seek to claim exemption because they lessen the burdens of government.  A lot of folks have been applying for exemption for internet related activities which do not always have a clear exempt purpose.  I would think that, nonetheless, what ICANN and any new PBC do would clearly lessen government burdens, since the internet is now such a vital part of communication, education, commerce, etc. that I think keeping it functioning smoothly would clearly be a government function and public benefit.  But one never knows for sure--as was said on the call yesterday, evidently they have lots of revenue sources, which could raise issues

  Olivier Crepin-Leblond: (05:35) +1 Alan -- I wil admit that I am still undecided since it all depends on the details

  Olivier Crepin-Leblond: (05:35) sorry

  Staffan Jonson: (05:35) + 1 Alan

  Maarten Simon, SIDN: (05:36) the key point is the board of the PTI

  Seun Ojedeji: (05:36) I agree with you Jonathan....there is need to have a direction

  Chris Disspain: (05:36) agree Maarten

  Chris Disspain: (05:36) that's my main concern

  Matthew Shears: (05:36) that could be said in either case

  Chuck Gomes (RySG): (05:36) Thanks Josh.

  Guru Acharya: (05:37) same holds for functional as well. why just legal?

  Seun Ojedeji: (05:37) +1 to Matthew as well

  Alan Greenberg (ALAC): (05:37) So if you MIGHT consider legal separation, select that choice.

  Seun Ojedeji: (05:38) I think both are lacking all details but we need to have a direction

  Seun Ojedeji: (05:38) I hope it does not mean we can't revisit the other preference latter

  Chuck Gomes (RySG): (05:38) I suggest we don't overanalyze the poll.  I see it as just getting a sense of where we at depending on lots of other variables.

  Matthew Shears: (05:39) + 1 Seun

  Mark Carvell  GAC - UK Govt: (05:39) Is this for members only?

  Matthew Shears: (05:39) agree Chuck

  Brenden Kuerbis: (05:39) agree wirth Chuck

  Brenden Kuerbis: (05:39) Lets keep moving folks

  Keith ccNSO: (05:39) +1 Chuck

  Staffan Jonson: (05:40) Mark: It is a 'feel of the room' :-D

  Grace Abuhamad: (05:40) there is no way to know who is voting anyway :)

  Olivier Crepin-Leblond: (05:40) in the words of WCIT12 Chair: this is NOT a vote :-)

  Mark Carvell  GAC - UK Govt: (05:40) Thanks - have cast my vote!

  Staffan Jonson: (05:40) Olivier: Thats exactly what I was alluding to

  Chris Disspain: (05:40) cool

  Olivier Crepin-Leblond: (05:42) @Staffan: memorable :-)

  Chuck Gomes (RySG): (05:44) @ Edwardo:  Hopefully as we delve into more details we will get more convergence. If not, we have more work to do.

  Olivier Crepin-Leblond: (05:44) +1 Chuck

  Chuck Gomes (RySG): (05:46) If we are going to allow for on-demand reviews, I suggest we change the term 'Periodic Review Team' to something like 'IANA Review Team'.

  Guru Acharya: (05:47) @Chuck: I think your reasons why the PRT was renamed to MRT in the previous model.

  Lise Fuhr: (05:47) @Chuck that seem reasonable to have a more specific name

  Seun Ojedeji: (05:47) I guess names can always be updated....Agree with @Chuck

  Josh Hofheimer (Sidley): (05:49) @Chuck,, I was not on the call when this was discussed previously but I thought the periodic review was intended to take place on a scheduled time frame - every 5 years? -- and not on demand. 

  Sharon Flanagan (Sidley): (05:49) It will be both -- every 5 years and then ad hoc, as needed

  Chuck Gomes (RySG): (05:50) @ Josh:  In one of our calls yesterday we discussed the need for on-demand reviews.

  Chuck Gomes (RySG): (05:50) @ Josh: Listen/look at the DTN discussions.

  Josh Hofheimer (Sidley): (05:51) @chuck, ok thanks

  Brenden Kuerbis: (05:53) Is a critical element of this approach that "the community" are legally cognizable entities and recognized in the contract?

  Jonathan Robinson: (05:55) @Brenden. I do not believe so

  Chris Disspain: (05:55) agree Jonathan

  Donna Austin, RySG: (05:56) Who decides, or how is it decided, what is in the contrace?

  Donna Austin, RySG: (05:56) contract

  Josh Hofheimer (Sidley): (05:56) @Brenden -- More important are the "powers" that are reserved to the community organizations.  In every instance under the CCWG work, the community organizations will need to be organized as legally cognizable entities.

  Chris Disspain: (05:57) @ Donna - in the main the broad brush terms would be up to the CWG negotiate

  Brenden Kuerbis: (05:57) Thanks Josh

  Seun Ojedeji: (05:57) I think ICANN issues the contract and not ICANN community (based on legal)  so i think i agree with Jonathan

  Chris Disspain: (05:58) Josh - I'm not sure I agree withyou...surelybthe bylaws can madate that theccNSO for example as it is currently structured can makle the Board do stuff

  Seun Ojedeji: (05:58) It will be good to know who decides to renew/make the contract automatic

  Chuck Gomes (RySG): (05:58) @ Seun:  If 'ICANN issues' implies a unilaterally defined contract, then I disagree.

  Chris Disspain: (05:59) Agree with Sharon and Jonathan's summary

  Seun Ojedeji: (05:59) @Chuck i am just trying to interpret the way i understand what is in front of us and i will appreciate if legal clarifies that

  Josh Hofheimer (Sidley): (06:00) @Chuck.  It's not unilateral in the sense that ICANN get's to dictate all the terms.  It will be structured on arms length terms, even though IANA is a subsidiary

  Matthew Shears: (06:00) the PTI has responsibility for and therefore is accountable for the performance of the IANA team? 

  Chuck Gomes (RySG): (06:00) Thanks Josh.

  Maarten Simon, SIDN: (06:01) @Matthew: I think the board of the PTI is

  Matthew Shears: (06:02) and oversight of the PTI is with the ICANN Board?

  Guru Acharya: (06:02) I had made the point earlier that there should be low dependence on internal accountability of PTI (such as board spilling), and higher focus on external accountability of PTI arising out of the contract. This is keeping in mind that we may not be able to prescribe the internal accountability of a successor contractor, which may not be an affiliate or subsidiary of ICANN.

  Matthew Shears: (06:03) survivability of the IANA function there fore the  PTI is paramount

  Seun Ojedeji: (06:03) Thanks for clarifying, just to further get this, is PRF going to be a standing group and if ICANN refuse to accept the recommendation how will that play with PTI?

  Brenden Kuerbis: (06:03) Agree Matt.

  Chris Disspain: (06:03) the real question is 'goes rogue' by whose definition

  Brenden Kuerbis: (06:05) That's why I tend toward greater autonomy of PTI when making decisions regarding contract details, etc.

  Eduardo Diaz - (ALAC): (06:05) Can the affiliat use  staff support from ICANN like Human Resources, Legal and such or do they need to have their own?

  Seun Ojedeji: (06:06) @Brenden PTI is going to be the implemnter of the contract here. So in that sense, it is the sole manager of IANA

  Martin Boyle, Nominet: (06:06) accountability has to be with the organisation that has the power to make changes and deliver service.  that could be either.  What would be an issue is if the organisation that is accountable cannot make the decisions needed to remedy the problem

  Greg Shatan: (06:07) @Eduardo: ICANN and PTI could enter into a Services Agreement for various back office services, etc.

  Brenden Kuerbis: (06:07) Agree Josh

  Martin Boyle, Nominet: (06:07) the only way around this would be for PTI to have a subset of the ICANN Board - like a Board committe or clear lines of who is accountable for what

  Seun Ojedeji: (06:08) I think Martin raised a critical point about the compositon of PTI so in the long run, the community will be keeping the ICANN board accountable indirectly

  Staffan Jonson: (06:09) well yes, wouldn't ICANN just assume the former NTIA role?

  Seun Ojedeji: (06:10) Yes thats correct @Staffan but in order to avoid 2 board requiring accountability it may be helpful to consider what Martin suggested about PTI composition

  Brenden Kuerbis: (06:12) None I would think.

  Cheryl Langdon-Orr: (06:16) One too many layers

  Chris Disspain: (06:17) thank you Jonathan - an elegant summary of my clumsy points

  Greg Shatan: (06:18) PTI could be more lightweight in terms of governance. (e.g., small insider board) or more robust (e.g., larger MS board)

  Chris Disspain: (06:18) CSC escalation mechanisms is what I mean

  Matthew Shears: (06:18) + 1 Greg

  Chris Disspain: (06:20) I agree Alan but I do also see a small advantage to having a contract - of course that begs the question of whether we can have a 'contract' between ICANN major and one of its divisions

  Chris Disspain: (06:20) Sidley...can we?

  Maarten Simon, SIDN: (06:21) The only advantagre of a contract is that you can take the other party yo court

  Josh Hofheimer (Sidley): (06:21) @Chris, you can absolutely have intra-company, or intenral agreements between affiliates.

  Chris Disspain: (06:21) so the contract point can be dealt with without the subsidiary

  Greg Shatan: (06:21) If we only have one entity, and functional separation, there cannot be a contract.

  Alan Greenberg (ALAC): (06:21) @Maarten, but as noted, a lawsuite between such connected bodies is rather rare.

  Sharon Flanagan (Sidley): (06:22) @ Greg - Agree with that -- contract needs another entity

  Seun Ojedeji: (06:22) @Greg what is the essense of the contract if there are clear operation rules defined in an organisation?

  Eduardo Diaz - (ALAC): (06:22) CAn we enforce SLAs in the functional modal?

  Josh Hofheimer (Sidley): (06:23) The contract also provides a repository for delineation of a clear set obligations and services to be performed.

  Chris Disspain: (06:23) Eduardo...who is 'we'?

  Eduardo Diaz - (ALAC): (06:23) I am sorry, ICANN in the functional model.

  Greg Shatan: (06:23) @Eduardo, any "enforceability" becomes a matter of internal accountability and not a clear contract-based enforcement power.

  Maarten Simon, SIDN: (06:23) @josh. But you can do that in every other document

  Guru Acharya: (06:24) Can PTI file a case against ICANN in case it fails a bid as a result of the RFP?

  Greg Shatan: (06:24) That said, there are certainly internal controls and accountabilty in every organization,  short of anarchy.

  Lise Fuhr: (06:25) @Maarten the legal separation has two purposes - a contract and easier separation of IANA if needed as a last resort

  Greg Shatan: (06:26) @Guru, that can be prevented by contract.  And practically prevented by having a less independent board.

  Maarten Simon, SIDN: (06:27) @Lise yes, easier later separation may be a good reason for a separate entity

  Martin Boyle, Nominet: (06:27) i'd certainly prefer a limited Board in the PTI so long as responsibility is clear

  Brenden Kuerbis: (06:28) I could see a limited board if it consists of numbers, protocols, and names involvement.  Remember this is PTI, not just names registry managament.

  Martin Boyle, Nominet: (06:28) i'd have problems as I said if there was not clear link between accountability and ability to respond to issues

  Martin Boyle, Nominet: (06:29) And @ Brenden +1:  we should offer them the opportunity to join the Board

  Matthew Shears: (06:29) agree Brenden and Martin

  Eduardo Diaz - (ALAC): (06:29) If the affiliate goes "rougue", can ICANN just cancell the contatct and find someone else to do the IANA functions?

  Chuck Gomes (RySG): (06:30) @ Brenden:  Couldn't PTI be PTI for Names only?

  Greg Shatan: (06:30) @Eduardo, absolutely.

  Martin Boyle, Nominet: (06:30) @Greg:  what foibles are you wanting to deal with?  I'd say foibles need to be addressed where they are

  Matthew Shears: (06:30) I would look at to the PRF (old MRT) to be the MS entity that has greater review role

  Greg Shatan: (06:30) @Matthew, I tend to agree.

  Chris Disspain: (06:31) Sharon...that is not a gap I'm uncomfortable with

  Greg Shatan: (06:32) @Martin, I agree they should be identified and dealt with as we find them.

  Chris Disspain: (06:34) yes Alan..we haven't got to tht yet

  Martin Boyle, Nominet: (06:34) @Greg:  we should not be using the Board of a PTI to fix those foibles that are part of icann unless they are directly related to the IANA functions operator

  Cheryl Langdon-Orr: (06:34) good point Alan

  Matthew Shears: (06:35) + 1 Martin

  Greg Shatan: (06:35) @Martin, agree

  Chris Disspain: (06:35) absolutely Martin

  Greg Shatan: (06:35) LLC can be a "true" subsidiary legally, rather than an affiliate.

  Brenden Kuerbis: (06:35) Agree Martin

  Chris Disspain: (06:35) agree Greg

  Greg Shatan: (06:36) LLC also has a board.  Massively oversimplifying.

  Chris Disspain: (06:36) I agree but there are advantages IMO to it beng  true sub

  Greg Shatan: (06:37) It's called a Board of Managers.  As Sharon points out it is optional.  It could be a member-managed single-member LLC

  Brenden Kuerbis: (06:37) For later consideration: Would one benefit of LLC form be an ability to have more than one owner of PTI?  E.g., eventually the RIRs or IETF could be brought in, issued shares, if they wanted.  Would this be easier to achieve, as opposed to shared control of a non-profit public benefit corp?

  Chris Disspain: (06:37) @ Greg...yes I'm not suggesting there shouldn't be a LLC sub Board

  Eduardo Diaz - (ALAC): (06:38) So if I understood Sharons comment, an LLC does not necesary need to a PTI board? Am I correct?

  Chris Disspain: (06:38) I'm also concerned about having to apply for non-profit status etc when there are no real advantages to the non-profit strucutre

  Greg Shatan: (06:38) As a nonprofit corp., PTI would have no "owners." As posited, it would have a single member -- ICANN.  Conceivably, other members could be added.

  Chris Disspain: (06:39) @ Eduardo - yes I believe that is correct

  Brenden Kuerbis: (06:39) Ok, so either way it could work. But is one form or the other make that easier to achieve?

  Sharon Flanagan (Sidley): (06:39) @ Eduardo - that is correct.  No need for a board; but need to decide on governance

  Alan Greenberg (ALAC): (06:39) Note that for some of us, the next two hours are a CCWG-Acct meeting.

  Josh Hofheimer (Sidley): (06:39) To be clear, the "governance" of PTI, whether an LLC or a corporation, is really no different.  As a practical matter, CWG needs to determine whether it will have an insider 'board' or a more robust board at PTI

  Chris Disspain: (06:40) Sharon - surely governance is then dealt with by the ICANNaccountbility mechanisms including those put in plave by CWG in the CSC and the review team

  Brenden Kuerbis: (06:40) I vote small, independent, i.e., selected by the community.

  Greg Shatan: (06:40) The status issue should not be overblown.  Last night, I received a letter in the mail granting tax exept status to an entity; I applied a month ago, and it issued without any questions asked.

  Matthew Shears: (06:40) what is an insider board?  if we have a board of representaives of hte ICANN community - is that "insider"

  Josh Hofheimer (Sidley): (06:41) Once decided, the 'board' can sit in an LLC or a corporation, and the CWG needs then to move on to considering the type of entity that is PTI.  That becomes the next level of detail after deciding whether to have legal seperation

  Chuck Gomes (RySG): (06:41) I think a summary might help.

  Greg Shatan: (06:41) @Matthew -- not really.  "Insider" tends to refer to a board controlled by the "parent."

  Brenden Kuerbis: (06:41) I understand insider board to be one appointed by ICANN.

  Chris Disspain: (06:41) To me, an insider Board is as Jonathan described an ICANN staff and Board Board with possibly some customer reps

  Sharon Flanagan (Sidley): (06:41) @ Matthew - insider means ICANN directors, officers, etc. would serve on the PTI board

  Brenden Kuerbis: (06:41) the corporation

  Josh Hofheimer (Sidley): (06:41) +1 Chris

  Olivier Crepin-Leblond: (06:42) I am still unclear about the accountability of a PTI Board

  Martin Boyle, Nominet: (06:42) @Brenden:  I'd agree small, I would accept augmented, but I'm not sure why a community selected PTI Board and a community selected ICANN Board does anything but multiply complexity on who is responsible for what

  Seun Ojedeji: (06:42) Well i did selected functional seperation and i was glad i did, haven listened to legal thus far

  Greg Shatan: (06:44) @Seun, you may feel differently when/if we discuss the necessary mechanisms and powers in functional separation.  Either way there are decisions to be made, and options to be considered.

  Seun Ojedeji: (06:44) Yeah @Greg you may be right about that too

  Seun Ojedeji: (06:45) Lets give it a try

  Greg Shatan: (06:45) @Olivier, if there's an insider board, there shouldn't be any significant accountability issues.  The more robust and independent it gets, the more  accountability issues arise.  We then need recall/spilling and other elements we (or CCWG) consider with the ICANN board.

  Olivier Crepin-Leblond: (06:46) @Greg: but if ICANN sues PTI then there cannot be an insider Board, can there?

  Guru Acharya: (06:47) @Chris: Isnt that shortsighted? If youre depending so much on insider board and other internal accountability mechanisms; how would you address accountability of a non-PTI successor contractor?

  Greg Shatan: (06:48) @Olivier, if there's an insider board, it's very far-fetched to see a situation where ICANN sues PTI.

  Brenden Kuerbis: (06:48) I am concerned too about incentives of an insider board.

  Chris Disspain: (06:48) @ OCL why would ICANN need to sue PTI if ICANN controls PTI which it would if it were a treu sub

  Greg Shatan: (06:48) +1 Chris

  Chris Disspain: (06:49) absolutley Sharon

  Greg Shatan: (06:49) @Olivier, what cause of action (basis for suit) do you envision?

  Chris Disspain: (06:49) that's the point

  Olivier Crepin-Leblond: (06:49) would Board members both on ICANN Board and PTI Board be in a conflict if ICANN sued PTI?

  Greg Shatan: (06:50) @Olivier, sued for what? I'm at a loss.

  Chris Disspain: (06:50) Olivier...I ask again...if the PTI is a true sub then what would ICANN sue them for

  Olivier Crepin-Leblond: (06:50) @Greg/Chris: let me think about this....

  Matthew Shears: (06:50) @ Jonathan - yes and that points to the importance of the PRF/MRT

  Jonathan Robinson: (06:51) @Matthew. Agreed adn equally to not confusing that role eleswhere perhaps?

  Chris Disspain: (06:51) The point about having a contract is that it enable the ICANN community to enforce that contract using the accoutbaility mechansims within ICANN

  Olivier Crepin-Leblond: (06:51) If PTI goes rogue for example, wouldn't ICANN be able to threaten PTI?

  Chris Disspain: (06:52) It creates an entity thet the ICANN community can judge as a separate entity an use all of the ICANN accoutbaility mechains,s to keep I'm check

  Matthew Shears: (06:52) PTI Board should have a very limited role - the moment it goes rogue it gets recalled no?

  Chris Disspain: (06:52) Olivier...if PTI went rogue ICANN would dimply replav=ce the Bard

  Chris Disspain: (06:52) simply

  Chuck Gomes (RySG): (06:53) @ Alan:  Why does the PTI have to involve all three entities?

  Chris Disspain: (06:53) the power sits in ICANN and in turn ICANN is controled by the community through the mechanisms'

  Chris Disspain: (06:53) correct Jnoathan

  Brenden Kuerbis: (06:53) What about the oppisite case, ICANN keeps sending policy that reuires PTI implementation that threaten the security, stability or reliability of root.  Would an insider board really sue ICANN?

  Olivier Crepin-Leblond: (06:53) @Chris: good point

  Maarten Simon, SIDN: (06:53) I was undecided but may as a compromise be able to live with a separated IANA with an insider board

  Martin Boyle, Nominet: (06:53) @Matthew:  or a manager Board?

  Matthew Shears: (06:54) I would prefer that IANA issues are kept in check by IANA related mechanism

  Matthew Shears: (06:54) @ Martrin - posibly yes

  Olivier Crepin-Leblond: (06:54) we probbaly need to think of some stress test scenarios for this..... including PTI

  Grace Abuhamad: (06:54) Feel free to suggest them Olivier

  Olivier Crepin-Leblond: (06:54) @Grace: my head hurts :-)

  Guru Acharya: (06:55) @Chris: (Repeating a question from above) Isnt that shortsighted if were depending so much on an insider board and other internal accountability mechanisms; specifiaclly - how would you address accountability of a non-PTI successor contractor? The institutional mechanism needs to have a longer foresight.

  Chris Disspain: (06:55) If we have reached the point where OCL head is hurting we shoud stop

  Matthew Shears: (06:56) + 1 Guru -

  Olivier Crepin-Leblond: (06:56) very interesting session indeed - thank you

  Josh Hofheimer (Sidley): (06:56) thank you

  Staffan Jonson: (06:56) Thank You all

  Allan MacGillivray: (06:56) great meeting.  Thanks.

  Pitinan Kooarmornpatana GAC: (06:56) Thanks

  Konstantinos Komaitis: (06:56) thanks all

  Eduardo Diaz - (ALAC): (06:56) Very good discussion indee.

  Konstantinos Komaitis: (06:56) bye

  Cheryl Langdon-Orr: (06:56) Seriously OCL  put  some rough scenario words together while fresh in your minds  we can edit a better StTlater please send  to me if you wish to