Attendees:
Members: Alice Munyua, Becky Burr, Cheryl Langdon Orr, Jordan Carter, Juia Wolman, Leon Sanchez, Mathieu Weill, Par Brumark, Robin Gross, Roelof Meijer, Samantha Eisner, Sebastien Bachollet, Thomas Rikert, Tijani Ben Jemaa
Participants: Amrita Choudhury, Kavouss, Avri Doria, Barrack Otieno, Bob Takacs, David McAuley, Edward Morris, Emily Chan, Finn Petersen, Greg Shatan, Mana Ismail, Rosemary Fei, Paul Szyndler, Sabine Meyer, Wisdom Maduka
Legal Council: Josh Hofheimer, Michael Clark, Miles Fuller, Sharon Flanagan, Tyler Hilton, Stephanie Petit
Staff: Adam Peake, Alice Jansen, Kimberly Carlson, Laena Rahim, Marika Konings
Apologies: Alan Greenberg, Eberhard Lisse, Olga Cavalli, Izumi Okutani
**Please let Brenda know if your name has been left off the list (attendees or apologies).**
Transcript
Recording
The Adobe Connect recording is available here:
The audio recording is available here:
Proposed Agenda
Notes
Action Items
Documents Presented
Chat Transcript
Kimberly Carlson: (5/18/2015 23:15) Welcome to CCWG Accountability Meeting #33 on 19 May! Please note that chat sessions are being archived and follow the ICANN Expected Standards of Behavior: http://www.icann.org/en/news/in-focus/accountability/expected-standards
Amrita: (23:43) Hi
arasteh: (23:44) Hi Alice HI Brenda and Adam
Alice Jansen: (23:44) Good morning Kavouss!
arasteh: (23:45) a sunny day in Geneva
Alice Jansen: (23:50) excellent :-)
Leon Sanchez (Co-Chair-ALAC): (23:50) hello everyone
Michael Clark (Sidley): (23:52) Hello
Kimberly Carlson: (23:54) Please remember to mute lines, if not speaking
Mathieu Weill, ccNSO, co-chair: (23:55) Hello everyone, long time no call ;-)
Sabine Meyer (GAC - Germany): (23:55) hello everyone
Sabine Meyer (GAC - Germany): (23:56) Friday, Matthieu.
Cheryl Langdon-Orr: (23:56) Hi all
Sabine Meyer (GAC - Germany): (23:56) not that I haven't missed this or anything, but it hasn't been *that* long :)
Mathieu Weill, ccNSO, co-chair: (23:56) @Sabine: not the same when it's not a CCWG call
Alice Jansen: (23:56) Please mute your lines =
Sabine Meyer (GAC - Germany): (23:56) okay, I'll give you that, Mathieu.
Josh Hofheimer (Sidley): (23:57) Hello everyone
Roelof Meijer (SIDN, ccNSO): (23:58) Hello, everyone. Gosh, it's sooo good to be together again! ; )
Pär Brumark (GAC Niue): (23:58) Hi everyone!
Julia Wolman, Denmark, GAC: (23:58) Hello everyone
Sabine Meyer (GAC - Germany): (23:58) it almost sounds like you don't mean that, Roelof :)
arasteh: (23:58) Hello to all
Cheryl Langdon-Orr: (23:59) hi
Roelof Meijer (SIDN, ccNSO): (23:59) @Sabine: now, how can that be? I'm muted..
Sabine Meyer (GAC - Germany): (5/19/2015 00:00) I sensed a disturbance in the force ;)
Thomas Rickert, CCWG Co-Chair: (00:00) Hi all!
Alice Munyua (GAC): (00:00) Hello everyone
Sébastien: (00:01) Hello, du to my (very bad) Internet cnx, I will be in and out of this Adobe Connect. Sorry for that
Jordan Carter (.nz, ccTLD member): (00:03) Bonjour a tous
Greg Shatan: (00:08) I think this question is based on a false premise, regarding the relationship of the Director to the appointing organization.
Rosemary Fei: (00:09) I couldn't understand the question very well -- bad line. Sorry.
Jordan Carter (.nz, ccTLD member): (00:09) I also couldn't quite understand the question
Adam Peake: (00:10) webinars online at https://community.icann.org/pages/viewpage.action?pageId=53773485
Jordan Carter (.nz, ccTLD member): (00:10) People can be removed without there being any dilution of their fiduciary duties. If that was the question.
Cheryl Langdon-Orr: (00:11) Good point Thmas I agree with that need for greater clrification in this...
Jordan Carter (.nz, ccTLD member): (00:12) We have agreed there is no "cause"
Jordan Carter (.nz, ccTLD member): (00:12) that's what our report says.
Rosemary Fei: (00:12) Removal for cause is extremely limited -- only for reasons listed in the statute, like having been declared unsound mind
Sharon Flanagan (Sidley): (00:13) And it doesn't dilute the director's duty to the entire organization. He/she still has that, but the designating group can remove and replace with a new director -- and that director also needs to exercise fiduciary duties to the whole corporation
Greg Shatan: (00:13) ICANN Board probably already has the power to remove directors for cause.
Mathieu Weill, ccNSO, co-chair: (00:13) A good example would also be : what if Chris Disspain left AuDA and joined Verisign. Currently the ccNSO could not remove him as cativcNSO representative
Jordan Carter (.nz, ccTLD member): (00:14) "without cause" lets us deal with any "Causes", too, of course.
Mathieu Weill, ccNSO, co-chair: (00:14) without cause means "decision is not limited by specific cause", but of course there IS a cause
Thomas Rickert, CCWG Co-Chair: (00:15) I will close the queue on this after Josh
Avri Doria: (00:16) but they could remove the Board member becasue thir understanding of their fiduciary duty no longer matched the notion of fiduciary duty as understood by the (s)electoers.
Jordan Carter (.nz, ccTLD member): (00:16) Good Action to note for WP1
Chris Disspain: (00:17) I object on behalf of all red heads!
Avri Doria: (00:17) when i was young i was afraid of red hair.
Chris Disspain: (00:17) but mainly to prove that I'm listening
Mathieu Weill, ccNSO, co-chair: (00:18) @Avri: correct. the assumption that there is ONE way to respect the fiduciary duty is what leads to this discussion.
Greg Shatan: (00:18) This theory that board members are like balloons and that the appointers let go of the string as soon as they are appointed does not have a legal basis that I know of.
Chris Disspain: (00:18) Greg + 1
Greg Shatan: (00:18) Chris, did you say that gingerly?
Mathieu Weill, ccNSO, co-chair: (00:18) Thanks Chris, was just checking
Chris Disspain: (00:18) haha
Chris Disspain: (00:19) as we have now established that I am not like a baloon...my work here is done
Cheryl Langdon-Orr: (00:19) lol
Jordan Carter (.nz, ccTLD member): (00:19) Sorry, removal without reason is a "new" concept for the ICANN community
Jordan Carter (.nz, ccTLD member): (00:19) we may have had the right to do it, but that isn't widely known
Jordan Carter (.nz, ccTLD member): (00:19) and there's no process set out for how to do it
Greg Shatan: (00:19) There will be a screening of "The Red Balloon" in Buenos Aires.
Chris Disspain: (00:20) VEY GOOD!
Chris Disspain: (00:20) very, even
Avri Doria: (00:20) are these free ballons or tethered ballons.
Greg Shatan: (00:20) I don't think the SOAC's currently have that right (though some have tried to argue they are already "designators" and have that power as such).
Sabine Meyer (GAC - Germany): (00:21) Avri, as a red balloon it would have to go either way.
Avri Doria: (00:21) i think we just don't have procedures, though we may have the pwoer.
Josh Hofheimer (Sidley): (00:21) @Jordan, the current bylaws do not give the community the ability to remove a director. That is something that is being added as part of the exercise
David McAuley (RySG): (00:21) I thought as Avri did, power there but not procedure
Greg Shatan: (00:22) I don't buy the argument that the SOACs are already designators.
Greg Shatan: (00:22) So I don't think the power is there.
Greg Shatan: (00:22) Close, but no cigar.
Avri Doria: (00:22) academic point, me thinks.
Josh Hofheimer (Sidley): (00:22) @Avri, you are right, as part of the charter for each Member, the Member entity should determine what is the threshold or process required to remove its own director.
Avri Doria: (00:23) it would take a SOAC trying to know for sure.
David McAuley (RySG): (00:23) Agree w/Avri. But not good to have cigar near ballons.
Greg Shatan: (00:23) I don't need to drop my phone to know it will hit the ground.
Chris Disspain: (00:23) wheras your baloon may not
Greg Shatan: (00:24) Or put a cigar to a balloon to know it will pop.
Greg Shatan: (00:24) I could tie my phone to a balloon.
Chris Disspain: (00:24) only if the cigar is lit
Greg Shatan: (00:24) Sometimes a cigar is only a cigar.
arasteh: (00:25) JOSH ,pls clarify what would be the threshold to remove that Board member by its designating entity .is the threshold to be met only inside that community or the threshold is to be met by the entire community
Josh Hofheimer (Sidley): (00:25) I am not trying to offend anyone with my comment about red hair, that was intended to be a facetious example. The point is that by salifornia statute, a Member has the ability to remove the director it appoints without cause. It does not have to give a reason, or prove any malfeasance, etc.
Greg Shatan: (00:25) Some people are not fans of that aspect of California law.
David McAuley (RySG): (00:25) pls mute
Josh Hofheimer (Sidley): (00:26) @Greg, that may be true, but it is a reality. And an important one for a Member to be able to preserve its interests, alongside the fiduciary duties that would be exercised by the Board member.
Rosemary Fei: (00:26) The point of "without cause" is that those with the right to decide do not have to give a cause, or even agree on the cause.
Greg Shatan: (00:26) I agree 100%, Josh. If notmore.
Greg Shatan: (00:27) SOACs can have their reasons, but that's not the same thing as "cause."
Jordan Carter (.nz, ccTLD member): (00:27) Yup.
Greg Shatan: (00:27) Cause is a Very Bad Thing.
Cheryl Langdon-Orr: (00:27) Exactly @Greg
Josh Hofheimer (Sidley): (00:28) @aratesh, in response to your question, I was referring to processes needing to be established within the Member entities for deciding how they might remove their own appointees... "arasteh: JOSH ,pls clarify what would be the threshold to remove that Board member by its designating entity .is the threshold to be met only inside that community or the threshold is to be met by the entire community"
Sabine Meyer (GAC - Germany): (00:28) still...if this is a matter of concern we could add this point to list of jurisdiction issues for work stream 2.
Mathieu Weill, ccNSO, co-chair: (00:28) @Greg: that's what we need to make clearer. There would be a reason, and it would have to get high support in that community. But not necessarily restricted to misbehaviour
Cheryl Langdon-Orr: (00:28) Good sugestion Sabine
Mathieu Weill, ccNSO, co-chair: (00:29) If a SO / Ac removed a Board member because of red hair, the problem we have is with the SO/AC, not the power to remove Board members
Rosemary Fei: (00:29) Again, the causes for removal "for cause" are listed in the statute, and are EXTREMELY limited. Everything else -- any reason not given in the statute -- is removal "without cause."
Josh Hofheimer (Sidley): (00:29) +1 @Mathieeu
Chris Disspain: (00:29) Are we anticipating that each SO/AC would create its own threshold of vote to dismiss an Board member or do we think there should be a standard?
Jordan Carter (.nz, ccTLD member): (00:29) Chris: the report proposes a threshold standard
Jordan Carter (.nz, ccTLD member): (00:30) it has to be a high level - the report proposes 75%
Chris Disspain: (00:30) the threshold would need to be reached in the SO whioch would then need o instruct the UA I guess...
Jordan Carter (.nz, ccTLD member): (00:30) yes.
Chris Disspain: (00:30) cool...thanks
Sabine Meyer (GAC - Germany): (00:31) @Mathieu: if we had a problem with an SO/AC what could be done about that?
Jordan Carter (.nz, ccTLD member): (00:31) we do need to say something about that question, Sabine
Chris Disspain: (00:32) @ Jordan, Of course, different SOs would need different methods becuase for example, the ccNSO would need votes across all regions
Chris Disspain: (00:33) ie 75% of members of ccNSO wouldn't be acceptable because of the disparity in possible memberships across the regions
Jordan Carter (.nz, ccTLD member): (00:33) Chris: that level of design detail is held to be in the purview of the SO/AC
Jordan Carter (.nz, ccTLD member): (00:33) 75% of the ccNSO Council
Jordan Carter (.nz, ccTLD member): (00:33) not of the ccNSO
Chris Disspain: (00:33) so it is a matter for the SO then rather than mandated
Jordan Carter (.nz, ccTLD member): (00:33) but a mandated "minimum" threshold yeah.
Jordan Carter (.nz, ccTLD member): (00:34) if SOs/ACs can choose that threshold, then it risks destabilising things
Chris Disspain: (00:35) historically, irrespective of the right of the council to appoint a director, the ccNSO has hel member elections so I imagine the ccNSO members would expect to vote on dismissal as well
Jordan Carter (.nz, ccTLD member): (00:35) No need to disturb all that process
Jordan Carter (.nz, ccTLD member): (00:35) and that's the diversity we need to leave space for
Jordan Carter (.nz, ccTLD member): (00:36) diversity that is currently already there, fi you like
Chris Disspain: (00:36) well, there is if all of this stuff needs to be cofdified
Jordan Carter (.nz, ccTLD member): (00:36) the codification is intended not to be all-powerful
Jordan Carter (.nz, ccTLD member): (00:36) team, I have to go offline for 5 to change locations
Jordan Carter (.nz, ccTLD member): (00:36) back ASAP
David McAuley (RySG): (00:39) Hard to hear Adam
Cheryl Langdon-Orr: (00:39) adams voice is fading in and out
arasteh: (00:40) MathieuI understand that the statement is now be published on behalf of the CCWG?
arasteh: (00:40) Pls confirm
Mathieu Weill, ccNSO, co-chair: (00:40) behalf of co chairs
Avri Doria: (00:40) Cheryl, he is but a whisper of his former self.
Chris Disspain: (00:41) @ avri, he's always been a whisper to me
arasteh: (00:41) So it is not on behalf of the entire CCWG?
Jordan Carter (.nz, ccTLD member): (00:42) back
David McAuley (RySG): (00:45) Like the plan but think Avri raises a fair point
Jordan Carter (.nz, ccTLD member): (00:46) I thin it's just a time thing
Jordan Carter (.nz, ccTLD member): (00:46) +k
Cheryl Langdon-Orr: (00:47) Yes 7th une should work for committee of the whole
David McAuley (RySG): (00:51) Thanks Leon. Accept co-chairs desire to reorganize, want to express my gratitude to fellow legal sub-team exec and other members for work over past months, and to counsel for being so responsive and thoughtful
Cheryl Langdon-Orr: (00:52) Agree David
Josh Hofheimer (Sidley): (00:52) Leon, we understand there are three Work Parties at the moment, WP1, WP2, and Stress Test WP. Is that correct?
Mathieu Weill, ccNSO, co-chair: (00:53) Would add that legal subteam was instrumental in bringing lawyers onboard so quickly and efficiently. It's amazing, really, because that was such a challenge, coming rather late in our process
Mathieu Weill, ccNSO, co-chair: (00:53) @Josh: correct
Josh Hofheimer (Sidley): (00:53) Would outside counsel also work directly with the four sub-teams to WP2?
Mathieu Weill, ccNSO, co-chair: (00:54) 4 sub teams ?
Edward Morris 2: (00:54) Well put David.
Josh Hofheimer (Sidley): (00:54) Thank you for the clarification Mathieu
Greg Shatan: (00:54) We can have a reunion in BA.
David McAuley (RySG): (00:54) Reunion with balloons and cigars
Greg Shatan: (00:55) Seems dangerous.
Josh Hofheimer (Sidley): (00:55) @Mathieu -- arasteh: JOSH ,pls clarify what would be the threshold to remove that Board member by its designating entity .is the threshold to be met only inside that community or the threshold is to be met by the entire community
Mathieu Weill, ccNSO, co-chair: (00:55) @Greg: drinks are on Sidley ? Or Adler ? Who would decide ? ;-)
Sabine Meyer (GAC - Germany): (00:55) I had also thought that WP2 has 4 subteams.
Josh Hofheimer (Sidley): (00:55) ignore prior comment please
Greg Shatan: (00:55) My "amateur" responses in the email list may help with Kavouss's questions, IMHO.
Greg Shatan: (00:56) Made in the last hour or two.
Josh Hofheimer (Sidley): (00:56) I thought the 4 sub-teams were:
Josh Hofheimer (Sidley): (00:56) Compact Mission, Ombudsman, Reconsideration & Independent Review
Greg Shatan: (00:56) @Mathieu, the legal subteam will decide which round of drinks is bought by Sidley and which by Adler.
David McAuley (RySG): (00:57) do we have estimate on when translations are available?
Mathieu Weill, ccNSO, co-chair: (00:57) @Greg : I have no objection
Sabine Meyer (GAC - Germany): (00:57) so could we please clarify the points of contact for Counsel?
Sabine Meyer (GAC - Germany): (00:57) ie WP1/2/ST or any subteams thereof?
Mathieu Weill, ccNSO, co-chair: (00:57) @Josh : I do not know if each has calls. We'll need to discuss with Becky and WP2
Greg Shatan: (00:58) The translaions for CWG took a very long time, considering the life cycle of a public comment. Though I'm sure the translators were working as quickly as they could under the circumstances.
Greg Shatan: (00:58) Like -- 25 days...
Leon Sanchez (Co-Chair-ALAC): (00:58) @Sabine, the points of contact for lawyers would be rapporteurs for each WP and of course the legal sub-team as usual with regards to all other questinos raised outside WPS
David McAuley (RySG): (00:58) Thanks @Greg
Sabine Meyer (GAC - Germany): (00:58) thank you Léon.
Greg Shatan: (00:58) The lawyers will need to establish a rapport...
Mathieu Weill, ccNSO, co-chair: (00:58) @David : I know exec summary and slides are now translated and available
Leon Sanchez (Co-Chair-ALAC): (00:58) @David thanks for your kind words
Greg Shatan: (00:59) Translation in pieces is much more realistic..
David McAuley (RySG): (00:59) excellent, thanks @Mathieu
Greg Shatan: (00:59) Translating the battleship is not swift.
Sabine Meyer (GAC - Germany): (00:59) I'm just trying to get a feeling for all the mailing lists I have to sign up for :)
Mathieu Weill, ccNSO, co-chair: (00:59) Translations : see here https://community.icann.org/display/acctcrosscomm/Draft+Report
Steve DelBianco [GNSO - CSG]: (01:06) a 4th outcome is that PC reveal many questions about our proposal.
Roelof Meijer (SIDN, ccNSO): (01:08) There seems to be the assumption that, in its public comments, "the community" will have a consensus position. For sure, the community will be divided...
Sabine Meyer (GAC - Germany): (01:08) as if there had been any signs of that yet, Roelof...
Mathieu Weill, ccNSO, co-chair: (01:09) @Roelof: that is what is under items 2 and 3 but you're right, it's not explicit here
Avri Doria: (01:09) gojg off line for a bit whil moving from one par to fthe city to another. will remain on phone bridge. hopefully.
Roelof Meijer (SIDN, ccNSO): (01:10) @Mathieu: 2 and three read to me as the community not agreeing with us, but having consensus in its disagreement
Mathieu Weill, ccNSO, co-chair: (01:10) You are right Roelof, we need to clarify this.
Mathieu Weill, ccNSO, co-chair: (01:10) It's not group vs community ;-)
Roelof Meijer (SIDN, ccNSO): (01:21) Exactly
Steve DelBianco [GNSO - CSG]: (01:22) A parallel and continuous FAQ makes sense.
Rosemary Fei: (01:23) It does seem like answering questions and addressing confusion could consume a lot of resources/time
Sabine Meyer (GAC - Germany): (01:23) just had a quick thought: does that plan from BA to consensus also come with a tentative time line as requested by Larry Strickling?
Mathieu Weill, ccNSO, co-chair: (01:24) @Sabine : that will indeed be in our agenda in BA, one we have more clarity on public comment
Sabine Meyer (GAC - Germany): (01:25) thank you. these days my money is always on "I must have missed that" :)
Mathieu Weill, ccNSO, co-chair: (01:25) You just proved you had not ;-)
Jordan Carter (.nz, ccTLD member): (01:25) If there are lots of questions.confusion, we have to write better
Jordan Carter (.nz, ccTLD member): (01:25) not spend endless resource detailed responding to questions
Steve DelBianco [GNSO - CSG]: (01:26) Link to Commerce Committee hearing is http://energycommerce.house.gov/hearing/stakeholder-perspectives-iana-transition
David McAuley (RySG): (01:27) As we consider timeline and “oversight” of implementation we need to build implementation into the timeline – at least for WS1
Sabine Meyer (GAC - Germany): (01:27) actually you did, Mathieu.
Mathieu Weill, ccNSO, co-chair: (01:28) @David : that is currently the case in our report, re : implementation timeline
Sabine Meyer (GAC - Germany): (01:28) also: the draft report thankfully deals with implementation already.
Leon Sanchez (Co-Chair-ALAC): (01:28) there is some noise in the background
Leon Sanchez (Co-Chair-ALAC): (01:29) Can you please mute your microphones if not speaking?
David McAuley (RySG): (01:29) Thanks @Mathieu
David McAuley (RySG): (01:33) Good work @Steve, especially on pushing for GAO to speak up now
Steve DelBianco [GNSO - CSG]: (01:34) THe other hearing in Judiciary is here http://judiciary.house.gov/index.cfm/hearings?ID=7E5AF16E-B1F8-45B8-803B-9E389A9B745E
Roelof Meijer (SIDN, ccNSO): (01:34) @co-chairs: I have to get in my car, but will stay connected through the bridge
Steve DelBianco [GNSO - CSG]: (01:34) Commerce is here http://energycommerce.house.gov/hearing/stakeholder-perspectives-iana-transition
David McAuley (RySG): (01:36) +1 for ending early
Leon Sanchez (Co-Chair-ALAC): (01:37) 30 minutes sleep back!
David McAuley (RySG): (01:38) Red balloons for everyone, cigars in BA
Thomas Rickert, CCWG Co-Chair: (01:38) Thanks all! Bye!
Jordan Carter (.nz, ccTLD member): (01:38) thanks all, talk later!
Avri Doria: (01:38) well, back just in time to say bye.
Pär Brumark (GAC Niue): (01:39) Thank you all!
Rosemary Fei: (01:39) good bye
Michael Clark (Sidley): (01:39) thanks all
Leon Sanchez (Co-Chair-ALAC): (01:39) thank you all
Cheryl Langdon-Orr: (01:39) thanks bye all
