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Attendees

Members:  Alan Greenberg, Athina Fragkouli, Becky Burr, Cheryl Langdon-Orr, Fiona Asonga, Izumi Okutani, Jordan Carter, Jorge Villa, Julie Hammer, Leon Sanchez, Lyman Chapman, Mathieu Weill, Pär Brumark, Robin Gross, Samantha Eisner, Sébastien Bachollet, Steve DelBianco, Thomas Rickert, Tijani Ben Jemaa   (19)

Participants:  Allan MacGillivray, Andrew Harris, Antonia Chu, Avri Doria, David McAuley, Edward Morris, Farzaneh Badii, Finn Petersen, Greg Shatan, Kavouss Arasteh, James Gannon, Jonathan Zuck, Malcolm Hutty, Martin Boyle, Matthew Shears, Mike Chartier, Pedro Ivo Silva, Phil Buckingham, Rinalia Abdul Rahim, Sabine Meyer, Tracy Hackshaw, Vrikson Acosta, Yasuichi Kitamura   (23)

Legal Counsel:  Holly Gregory, Ingrid Mittermaier, Michael Clark, Steven Chiodini

Staff:  Bart Boswinkel, Berry Cobb, Brenda Brewer, Grace Abuhamad, Hillary Jett, Kimberly Carlson, Laena Rahim

Apologies:  Keith Drazek

**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

1. Welcome Remarks (Roll call, SOI)

2. Sections to Review

  • Power: Removal of Board members (WP1)
  • Power: Board Recall (WP1)
  • Power: Budget (WP1)
  • Community Mechanism (WP1)
  • Mission, Commitments, and Core Values (WP2)

3. Any other comments on remaining sections of report that have been circulated?

  • Fundamental Bylaws (WP1)
  • Appeals Mechanisms (WP2)
  • AoC into Bylaws (WP1)
  • Work Stream 2 (Plenary Docs)
  • Implementation (Plenary Docs)

4. AOB

5. Closing Remarks

Notes

Action Items

Documents Presented

Chat Transcript

  Kimberly Carlson: (7/23/2015 05:11) Welcome to CCWG Accountability Meeting #44 on 23 July!  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 

  Holly Gregory (Sidley): (05:40) Good day to all!

  Becky burr: (05:53) good morning/day

  Kimberly Carlson: (05:53) Hello Everyone

  Martin Boyle, Nominet: (05:54) Hello all!

  Pär Brumark (GAC Niue): (05:55) Hi Everyone!

  Eberhard Lisse [.NA ccTLD Manager]: (05:55) Someone ither needs to mute the micorphone or the flush :-)-O

  ARASTEH: (05:55) hI eVERYBODY FROM gENEVA WITH VERY HOT WEATHER

  Sabine Meyer (GAC - Germany): (05:56) hello everyone!

  ARASTEH: (05:56) Hi holly

  Mathieu Weill, ccNSO, co-chair: (05:57) Hello everyone !

  ARASTEH: (05:57)  I NEED YOUR ADVICE DURING THE CALL FOR irp

  ARASTEH: (05:57) THERE ARE SEVERAL ADJUSTMENT TO BE DONE LEGALLY

  Eberhard Lisse [.NA ccTLD Manager]: (05:58) Mr Arasteh, can you please change your Caps Lock, makes it difficult to read

  ARASTEH: (05:59) Becky, I APPOLIOGIZE IF i make some suggestions to IRP .It is a very complex, critical and sensitive matter within the entire Bylaws

  ARASTEH: (05:59) Dear Doctor,

  ARASTEH: (05:59) Sorry, certainly I will do . Tks for advice

  Konstantinos komaitis: (06:00) Good day all

  Eberhard Lisse [.NA ccTLD Manager]: (06:00) Thanks, tha's better

  Alan Greenberg: (06:02) Sorry for being late.

  Eberhard Lisse [.NA ccTLD Manager]: (06:02) Sound is gone

  Edward Morris: (06:02) I'm on two calls at once. this PPP

  Eberhard Lisse [.NA ccTLD Manager]: (06:02) and back

  Athina Fragkouli (ASO): (06:02) Hello everyone

  FIONA ASONGA (ASO): (06:02) Hallo all

  Edward Morris: (06:03) This simply is not acceptable.

  Jordan Carter (.nz ccTLD member): (06:03) hi team

  Holly Gregory (Sidley): (06:05) Hi Kavous,  will try tohelp if I can

  Thomas Rickert, CCWG Co-Chair: (06:06) Hi all, sorry I am late - just finished presenting to the GNSO-Council.

  Leon Sanchez: (06:07) Welcome Thomas!

  Grace Abuhamad: (06:07) Jordan do you want recall or removal?

  Mathieu Weill, ccNSO, co-chair: (06:07) removal

  ARASTEH: (06:08) Still waiting to have the text on screen

  Grace Abuhamad: (06:08) got it

  Mathieu Weill, ccNSO, co-chair: (06:10) Everyone has scroll control

  James Gannon [GNSO-NCSG]: (06:11) Unanimous support for removal

  Jordan Carter (.nz ccTLD member): (06:14) we could delete those words ",and the expectatons which if not met could be expected ot lead to a petition fo rtheir removal."

  Jordan Carter (.nz ccTLD member): (06:14) it is implicit in a way, but leaving that out causes me no concern.

  robin Gross [GNSO - NCSG]: (06:15) yes, I'd support taking out that part of the paragraph.

  James Gannon [GNSO-NCSG]: (06:15) Yes

  Jordan Carter (.nz ccTLD member): (06:15) i typed the same suggestion, funny

  James Gannon [GNSO-NCSG]: (06:15) =) If we removed that I and I thin others would be happier

  Edward Morris: (06:15) Agree James

  Jordan Carter (.nz ccTLD member): (06:15) I think we have to treat the thresholds as slightly flexible until we finally allocate them for all.

  Jordan Carter (.nz ccTLD member): (06:17) The member can remove. This is about what the ICANN community wants to offer in terms of people's right to reply before a decision is made.

  robin Gross [GNSO - NCSG]: (06:17) I don't think one AC/SO should be telling others who they can remove.

  Athina Fragkouli (ASO): (06:17) I agree with Robin

  robin Gross [GNSO - NCSG]: (06:18) I think we should take a consensus call on this issue.  It seems a minority position is in the document.

  James Gannon [GNSO-NCSG]: (06:18) The rright to appoint and remove is a legal right I suggest that we dont interfere with that right, if the appointer wishishes to establish internal structures fine, but lets not prescribe that

  Jordan Carter (.nz ccTLD member): (06:18) we aren't interfering it

  Jordan Carter (.nz ccTLD member): (06:18) in any aspect of this proposed text

  James Gannon [GNSO-NCSG]: (06:18) If we remove the text as suggested then I agree =)

  Samantha Eisner 2: (06:19) In developing standards, I had never considered that there had to be a required right to reply.  There's a difference between having objective standards against which we attempt to hold board members as opposed to saying "because we have standards they can fight about whether those standards were met"

  Steve DelBianco [GNSO - CSG]: (06:19) @lan -- paragrph 11 explicitly does not limit removal.  Jordan re-worded it.   Take a look

  Jordan Carter (.nz ccTLD member): (06:20) And the text provides for precisely what Greg is saying.

  Jordan Carter (.nz ccTLD member): (06:20) Greg, your reading of the text is incorrect.

  Athina Fragkouli (ASO): (06:21) thank you for this explanation Jordan

  Leon Sanchez: (06:22) @Samantha so you would suggest not having the right to reply?

  Holly Gregory (Sidley): (06:22) I too found the  text confusing; it  could be tightened on the point Greg raised

  Samantha Eisner 2: (06:22) I think it depends on what is determined to be fair and accountable in removing the directors.

  Leon Sanchez: (06:23) @Samantha I wuold think of the right to reply as a due process issue. It's just a thought, of course

  James Gannon [GNSO-NCSG]: (06:23) I dont think they have that right normally Leon if Im correct?

  Athina Fragkouli (ASO): (06:24) I agree, some clarification in the document would be appreciated

  Edward Morris: (06:24) +1 Greg with regard criteria.

  Jordan Carter (.nz ccTLD member): (06:24) There are no criteria required by this text.

  James Gannon [GNSO-NCSG]: (06:25) i.e Directors have no legal 'right' to their seats so the right to reply would not be required

  Jordan Carter (.nz ccTLD member): (06:25) The text says in black and white that no criteria interfere.

  Leon Sanchez: (06:25) @James I guess you're right but then again we are trying to re-design many things here ;-)

  David McAuley (RySG): (06:25) Greg and Jordan both making sense, maybe a little clarification would not be a bad thing

  Jordan Carter (.nz ccTLD member): (06:25) It may be helpful to have a version of 6 that applies to SO/AC directors, and a version of 6 that applies to the others

  Jordan Carter (.nz ccTLD member): (06:25) in order to totally disambiguate it.

  James Gannon [GNSO-NCSG]: (06:25) +1 Jordan

  Samantha Eisner 2: (06:25) @James, the director removal clause in teh Bylaws does not include a right to reply.  As an act of teh Board it could be challenged by the relevant mechanisms for challenging acts of the Board

  Greg Shatan: (06:25) Okay, the "criteria" are now "standards."  The issue stands.

  Jordan Carter (.nz ccTLD member): (06:25) ***nobody*** has proposed standards.... so can we just drop that part of the discussion?

  Jordan Carter (.nz ccTLD member): (06:26) unless someone wants to argue to *impose* standards for removal?

  Greg Shatan: (06:26) Agree that 6 (c) should have a (i) and (ii) to disambiguate it.

  James Gannon [GNSO-NCSG]: (06:26) Agreed I think we are talking across each other here.

  Samantha Eisner 2: (06:26) @Alan - what keeps the SO or AC from using the power only in teh case that you said was "OK"?

  Greg Shatan: (06:27) I read Section 11 as proposing standards.

  Jordan Carter (.nz ccTLD member): (06:27) Greg: it might be even less confusing to just have separate paras, one under para 04 that describes how it happens for SO/AC ones, and then a version under para 05 that applies to nomcom directors

  Jordan Carter (.nz ccTLD member): (06:27) Greg: **non-binding** standards, to help set norms and expectations. Not to qualify the power in *any* way.

  Greg Shatan: (06:27) Jordan -- that's fine with me (in response to your first post).

  Greg Shatan: (06:28) Aas to #2, take out the end of the first sentence of 11 (beginning with "and if the expectations")

  James Gannon [GNSO-NCSG]: (06:28) Can we put it to the CCWG to remove the text as jordan and I suggested

  James Gannon [GNSO-NCSG]: (06:28) that will clarify 11

  Samantha Eisner 2: (06:32) What was the direction coming out of Paris on the standards issue?  Are we at risk of rolling back that understanding here in our smaller group of attendees?

  James Gannon [GNSO-NCSG]: (06:32) No this reflects the room in PAris on standards Sam

  Jordan Carter (.nz ccTLD member): (06:32) Th erecommendation will attract community comment, which I think is a fairer way to do it

  robin Gross [GNSO - NCSG]: (06:32) I don't recall a different outcome in the Paris discussion.

  Jordan Carter (.nz ccTLD member): (06:33) Greg: could you type the other point you wanted removed?

  Alan Greenberg: (06:34) @Kavouss, yes, the intent is that the word Assembly is what we will use instead of forum or council which have other meanings already.

  Alan Greenberg: (06:35) Reason (not from a list of approved reasons) is useful in the NomCom case where you are looking for support of other AC/SO.

  Alan Greenberg: (06:36) Please read my comment into the record as it addresses Tijani's question

  Jordan Carter (.nz ccTLD member): (06:37) I think I am clear about what needs to be deleted from Para 11 -- and then everyone I hope can be really clear that there is no restriction or interference.

  Mathieu Weill, ccNSO, co-chair: (06:38) Sorry Alan, I know and  read your comment and it is indeed a valuable one

  Mathieu Weill, ccNSO, co-chair: (06:38) (I now read)

  Malcolm Hutty: (06:38) Hello everybody, sorry I'm late

  Greg Shatan: (06:39) With regard to the lack of Board Guidelines -- has this document been considered (pardon my ignorance): https://www.icann.org/resources/pages/guidelines-2012-05-15-en

  Brenda Brewer: (06:39) Please mute your lines when not speaking!  Thank you!

  James Gannon [GNSO-NCSG]: (06:39) Can everyoner on the phone bridge please check that they are muted

  Samantha Eisner 2: (06:40) Following on from Greg, those Guidelines were posted for public comment in 2012 before they were adopted

  Alan Greenberg: (06:40) Requiring one AC effectively gives the ALAC a veto. Is that the intent?

  James Gannon [GNSO-NCSG]: (06:41) Did we add the text about guidelines for interim bopard members selection to be discussed in WS2? I dont see it?

  Julie Hammer (SSAC): (06:41) Do Board Liaisons simply remain in place during this process?

  Mathieu Weill, ccNSO, co-chair: (06:41) @James: it's been added in latest version

  James Gannon [GNSO-NCSG]: (06:41) Cool thanks Mattieu

  Mathieu Weill, ccNSO, co-chair: (06:41) Might need some rewording  though

  James Gannon [GNSO-NCSG]: (06:42) Thanks Jordan

  Samantha Eisner 2: (06:42) @Julie, good question.  I'm not sure that the liaison role has been discussed.

  James Gannon [GNSO-NCSG]: (06:43) I would think that as they are liasons to *the* board and not to a specific set of board members they would be unaffected

  Rinalia Abdul Rahim: (06:43) Questions in general: 1) Is it possible for the ICANN CEO/President who does not get along with the Board to lobby the SO/ACs to recall the board?  Is this a possible scenario?  2) Where if anywhere would dialogue occur in an escalation process for community to discuss with the Board their dissatisfaction before activating the recall mechanism?

  Jordan Carter (.nz ccTLD member): (06:43) Julie: we haven't dealt with the liaison members, no.

  Mathieu Weill, ccNSO, co-chair: (06:43) @Rinalia 1) surely, just like everyone else ;-)

  Julie Hammer (SSAC): (06:44) Will I raise this issue now in a question?

  Julie Hammer (SSAC): (06:44) Jordan?

  Samantha Eisner 2: (06:44) When declaring that past members of the Board are eligible for service, are we making a decision to allow for the just-removed directors to be re-seated on either the interim Board or the newly-elected Board? 

  Jordan Carter (.nz ccTLD member): (06:44) Rinalia: yes, people can lobbby people on 1). On 2), presumably through an invitation to resolve concerns in the ICANN Community Assembly, or through public forums at ICANN meetings, etc.

  Mathieu Weill, ccNSO, co-chair: (06:44) @Rinalia 2) Community Forum as a minimum. But also the Public Forum I guess ? 

  Jordan Carter (.nz ccTLD member): (06:44) Julie: you should offer your thoughts as to whether you think liaisons should be removed or not

  David McAuley (RySG): (06:44) Alan, can you point to paragraph that raises ALAC (or other SO/AC) effective veto?

  Jordan Carter (.nz ccTLD member): (06:45) or on anything else:-)

  Rinalia Abdul Rahim: (06:45) @Jordan and Mathieu - can that dialogue requirement be codified somewhere?

  David McAuley (RySG): (06:45) I am just missing it, was distracted a bit, sorry

  Mathieu Weill, ccNSO, co-chair: (06:45) Community forum requirement will be codified. Precedes any decision from this group

  Jordan Carter (.nz ccTLD member): (06:45) It is each SO/AC, not one between them

  Holly Gregory (Sidley): (06:46) @Samantha, the idea was that recalled directors would not be eleigible for interim board  but could be eligible for replacement board -- but that was just an idea

  Jordan Carter (.nz ccTLD member): (06:46) Sebastian: do you have a proposal for how we could apply diversity requirements in such circumstances?

  Jordan Carter (.nz ccTLD member): (06:46) pardon me, I spelled your name wrongly :(

  Greg Shatan: (06:50) The New Zealanders in each SO and AC could take over the Board!

  Athina Fragkouli (ASO): (06:50) regarding diversity within the interim board, for how long the interim board is meant to serve? if it will serve for a short time, why would it be vulnerable to capture?

  Jordan Carter (.nz ccTLD member): (06:51) Greg: please tell me how ;)

  Jordan Carter (.nz ccTLD member): (06:51) I mean, never mind

  Sabine Meyer (GAC - Germany): (06:51) Jordan, if you have to ask....

  Greg Shatan: (06:51) While Europe and the Americas slumber....

  Jordan Carter (.nz ccTLD member): (06:52) On Liaisons, I guess if we remain silent then nothing hapepns to them. It is a good question about whether they should be included for removal.

  Izumi Okutani(ASO): (06:52) On diversity, I'm not sure we need to make is a must for interim Board if they are to serve for a short term until the proper Board gets elected

  Jordan Carter (.nz ccTLD member): (06:52) They are often the longest-serving participants in the Board

  Samantha Eisner 2: (06:52) @Athina, the issue of capture is probably broader than just diversity, but in terms of the interim Board - it is hard to constrict the Board's power, interim or not, they are a Board, so tey can take decisions that can greatly impact the organization.  If we don't impose teh same care we have in seating the "regular" board, there is an opportunity for not having the variety of viewpoints we expect to have on the Board

  ARASTEH: (06:52) Thomas

  Jordan Carter (.nz ccTLD member): (06:52) agree we should mention them

  Jordan Carter (.nz ccTLD member): (06:53) for clarity

  Rinalia Abdul Rahim: (06:53) 3 of the liaisons are technical - critical knowledge for the Board.

  Jordan Carter (.nz ccTLD member): (06:53) but the question is what we should mention them - if unaffected, that's nice and simple

  James Gannon [GNSO-NCSG]: (06:53) Liasons are to the board not to a specific set of board members and I would suggest SSAC liason will be critical to have stability on in a crisis period, couldn't support anything that removed that role

  Athina Fragkouli (ASO): (06:53) @Samantha, thank you for this clarification

  ARASTEH: (06:53)  to save time, It is necessary to add the word "simple" before majority in the first BULLET on para. 2

  Holly Gregory (Sidley): (06:54) Liasons are not board members:  they are not directors;  Agree with what Alan just said

  David McAuley (RySG): (06:55) Aren't all liaisons non-voting members?

  Jordan Carter (.nz ccTLD member): (06:55) yes, David, they are all non-voting

  Mathieu Weill, ccNSO, co-chair: (06:55) @Kavouss: thank you

  Jordan Carter (.nz ccTLD member): (06:55) but, they all particpate and as I understand it, are treated nearly as if they were board members

  ARASTEH: (06:55) I also question why NONCOM .IN CASE OF THE ENTIRE bORD RECALL HTO DESIGNATE ONLY two WGHERE AS THEY HAVE 8 dIRECTOR

  Jordan Carter (.nz ccTLD member): (06:55) Kavouss: because the interim board in this case is small

  Holly Gregory (Sidley): (06:56) Technically liasons are not "members" of board or "directors"; they are persons that regularly participate in a non-voting capacity in board meetings

  James Gannon [GNSO-NCSG]: (06:56) I thought we agreed nomcom would sit out entirely in the interim board

  Jordan Carter (.nz ccTLD member): (06:56) it is arbitrary

  Jordan Carter (.nz ccTLD member): (06:57) the notion was to provide balance - not just SO/AC appointees for up to 120 days plus the CEO

  Alan Greenberg: (06:57) I thought that the people in reserve were for the perm replacement and not the interim board.

  Jordan Carter (.nz ccTLD member): (06:57) Good tip Kavouss, thank you, re simple majority.

  Alan Greenberg: (06:57) (Perm = rest of term)

  Jordan Carter (.nz ccTLD member): (06:58) Alan: eek. Major item for our WP1 call

  Jordan Carter (.nz ccTLD member): (06:58) (this whole item)

  Athina Fragkouli (ASO): (06:58) I agree with Kavouss's suggestion on diversity

  Alan Greenberg: (06:58) @james, that is what I recalled as well

  CLO: (06:58) confirmation

  ARASTEH: (06:58) Thomas

  ARASTEH: (06:59) My question in the chat is not answered by Jordan. I NEED AN ANSWER PLSD

  Julie Hammer (SSAC): (06:59) Yes, Holly, agree. And if it is deemed that because of that, no mention needs to be made in this proposal, then I am happy that my query has been answered.

  Alan Greenberg: (06:59) Regareding DISCUSSION NOTES, Cheryl HAS confirmed

  Christopher Wilkinson: (07:00) I was not in Paris, but I cannot conveive of NomCom being excluded from appointing to the Interim Board. CW

  CLO: (07:00) I did notbtink that was settled

  CLO: (07:00) agree Jordan

  Rinalia Abdul Rahim: (07:00) @Julie, Holly is correct in her technical description, but in practice liaisons do everything board directors do except vote.  Liaisons even chair board committees. 

  Christopher Wilkinson: (07:01) I disagree with the proposed NomCom exclusion. CW

  Mathieu Weill, ccNSO, co-chair: (07:01) @Kavouss; are you mentioning the question re : diversity ?

  Alan Greenberg: (07:01) BUt new Board can immediate remove a Liaison

  ARASTEH: (07:01) The ICANN has 16 Directors, that number should be maintained in case of Interim BoardH

  Alan Greenberg: (07:01) Except GAC

  Jordan Carter (.nz ccTLD member): (07:01) Kavouss: the question I answered was the "simple" being added.

  ARASTEH: (07:02) Alan +1

  Christopher Wilkinson: (07:02) An alternative would be for the Interim Board to be ALL independent of the SO/ACs CW

  ARASTEH: (07:02) Thomas

  Holly Gregory (Sidley): (07:02) From a governance perspective that may be an issue ;  not typical for non-directors to chair board committees in my experience; but from a director removal perspective perhaps the CCWG needs to consider whether given influence of liasons they need to be considered as well

  ARASTEH: (07:02) Pls answer my question on 8 and consider my comment in the chart

  ARASTEH: (07:02) Chat

  Rinalia Abdul Rahim: (07:03) At the moment the chairing is shared where liaison is paired with a director. :)

  Christopher Wilkinson: (07:03) Delete must or Can and replace by Shall.

  Holly Gregory (Sidley): (07:03) that makes more sense Rinalia.  Thank you for the clarification.

  Steve DelBianco [GNSO - CSG]: (07:03) Our text should say that the Interim Board will have fewer members that the permanent board.

  Sébastien (ALAC): (07:03) @Jordan 9????

  ARASTEH: (07:03) Jordan why 2 in para 8

  ARASTEH: (07:04) Thomas

  Julie Hammer (SSAC): (07:04) @Rinalia and @Holly, my main point was that thi should be made clear to everyone.

  Jordan Carter (.nz ccTLD member): (07:04) Kavouss: most people have been acknowledging a smaller board as a possibility in the interim board

  ARASTEH: (07:04) PLS EREPLY TO MY QUESTION ON PARA 8 otherwise I have to take different procedure

  Rinalia Abdul Rahim: (07:04) Agreed Julie.

  Christopher Wilkinson: (07:04) The intention should be that the Interim Board shall be entirely independent of any of the pressures that have given rise to the issue in the first place.

  ARASTEH: (07:05) Thomas

  Jordan Carter (.nz ccTLD member): (07:05) Kavouss: we haven't agreed that there should be a full size board for the Interim Board.

  ARASTEH: (07:05) Do you want that I raise a point of order?

  Christopher Wilkinson: (07:05) Nomcom usually has a panel of qualified and available candidates that have not been appointed. CW

  Sébastien (ALAC): (07:05) @Hooly but liaisons are compensated like voting members

  Mathieu Weill, ccNSO, co-chair: (07:05) @Kavouss: I believe we have not understoof which question of yours remained unanswered, can you put it in chat ?

  Samantha Eisner 2: (07:05) We've had experience with teh NomCom being able to seat directors in very short order based on their pool of alternates.  I disagree with James.

  Christopher Wilkinson: (07:05) If it is a requirement, then NomCom will adjust their appointments to the reserve panel.

  James Gannon [GNSO-NCSG]: (07:05) Thats why I think we should give them the option and not the requirement

  CLO: (07:06) that works Tho

  CLO: (07:06) mas

  Jordan Carter (.nz ccTLD member): (07:06) "If it has suitable candidates available, the NomCom can appoint up to two....."

  Jordan Carter (.nz ccTLD member): (07:06) or something like this

  James Gannon [GNSO-NCSG]: (07:06) I'd support that Jordan

  Matthew Shears: (07:06) + 1 Jordan

  ARASTEH: (07:06) The question was why in case of recall of the entire Board NONCOM in para .8 requires to designate 2 members whereas they have had 8 MEMBERS WHICH WERE RECALLED

  Jordan Carter (.nz ccTLD member): (07:07) Kavouss: can I clarify that your question is: "Why would the NomCom only appoint two directors to the Interim Board"?

  CLO: (07:07) yup

  James Gannon [GNSO-NCSG]: (07:07) Kavouss because its an interim board not a full board. These are two different baords

  Sébastien (ALAC): (07:07) @Sam and also from outside of the Nomcom pool

  ARASTEH: (07:07) pLEASE READ pARA 8

  CLO: (07:07) it OK with James's approach

  CLO: (07:07) optional works

  CLO: (07:07) yup

  James Gannon [GNSO-NCSG]: (07:07) ^^

  Jordan Carter (.nz ccTLD member): (07:07) we can save ourselves a lot of pain if we leave off the NomCom participation in the Interim Board.

  Jordan Carter (.nz ccTLD member): (07:09) But it also isn't tricky over time for NomCom to organise itself so that it can have two candidates available for this purpose. The decision should be what we want the interim board to be like.

  Samantha Eisner 2: (07:09) Typically, it is the NomCom directors that come with the requisite level of "independence" (as defined under US regulations) to serve as teh chair of teh Audit committee, which is a requirement for ICANN to have in place

  Alan Greenberg: (07:09) Why is 4 not sufficient?

  James Gannon [GNSO-NCSG]: (07:09) Intermin boards can be as small as nessesary

  Alan Greenberg: (07:09) legally, 1 is enough

  Samantha Eisner 2: (07:09) we have to consider the legal requirements of teh Board composition when we're defining a board that will be in place for a period of time

  Holly Gregory (Sidley): (07:10) Sam, what legal requirements are you speaking of.

  Alan Greenberg: (07:10) @Kavouss, there is no way they NomCom could provide 8 on very short notice.

  Rinalia Abdul Rahim: (07:10) To add to Samantha's point, nomcom directors generally provide a sanity check for  "insider" board members.

  James Gannon [GNSO-NCSG]: (07:11) Yes but everyone lets remember we are talking about an interim board here not a permamant replacement board

  Samantha Eisner 2: (07:11) California law, as I understand it, requires ICANN to have an audit committee that is chaired separately from the finance committee, and then there are independence requirements for teh audit committee

  Samantha Eisner 2: (07:11) Rosemary should have more information?

  Martin Boyle, Nominet: (07:11) @Thomas:  "at least two"?

  Jordan Carter (.nz ccTLD member): (07:11) we will be discussing this again next week

  Jordan Carter (.nz ccTLD member): (07:12) after WP1 thoroughly discusses it

  Jordan Carter (.nz ccTLD member): (07:12) a call which I plan to extend to being six hours long

  James Gannon [GNSO-NCSG]: (07:12) Why only 6 Jordan

  Mathieu Weill, ccNSO, co-chair: (07:12) No breaks I hope Jordan ?

  Sabine Meyer (GAC - Germany): (07:12) that's what head-sets are for :)

  Alan Greenberg: (07:12) AC/SO name an "interim" member because there may be no time to go through their formal selection process. NomCom, if there are people in reserve, have ALREADY gone through their full process and could name directly to the replacement board, bypassing interim appointment

  ARASTEH: (07:12) Dear Jordan

  Ingrid Mittermaier (Adler Colvin): (07:13) @Samantha: Audit committee needs as little as 1 board members, and limit on overlap with finance committee.  I think a good idea to think through this issue for caretaker board, but I imagine can be addressed even in a fairly small board

  James Gannon [GNSO-NCSG]: (07:13) I have to leave this call early unfortunatly guys, see you all later today or tomorrow

  ARASTEH: (07:13)  It is impossiblwe to attend any meeting with mnore than 2/3 hours

  ARASTEH: (07:13)  thus pls do not plan a longer call

  Jordan Carter (.nz ccTLD member): (07:13) Kavouss: I was kidding... it's ok...

  Jordan Carter (.nz ccTLD member): (07:13) (I hope I was kidding)

  Rinalia Abdul Rahim: (07:13) What's the limit on committee overlap, Ingrid?

  ARASTEH: (07:14) We do not want to have consensus by exhaustion

  Jordan Carter (.nz ccTLD member): (07:14) I don't think we should assume that all the Board committees will be working as normal in the Interim Board

  Jordan Carter (.nz ccTLD member): (07:14) it may be an Action Point to check with legal what the requirements are for committees in such a situation.

  ARASTEH: (07:15) This is not legal issue

  ARASTEH: (07:15) This principle issue

  ARASTEH: (07:15)  We have 16 Directors and must keep it 16 FOR iNTERIM

  ARASTEH: (07:16)  there is consitutional problem if we propose lower number in interim evenrt

  Holly Gregory (Sidley): (07:17) Sam, you are referring to the NonProfit Integrity Act of 2004 but we dont believe that it poses impediment from service on audit committee of many types of persons-- can't have officers or employees serve and limit on number of cross finance committee participation

  Ingrid Mittermaier (Adler Colvin): (07:17) @Rinalia: :  (a) members of the finance committee, if any, shall constitute less than one-half of the membership of the Audit Committee; (b) the chair of the Audit Committee may not be a member of the Finance Committee, if any

  Rinalia Abdul Rahim: (07:18) Thanks, Ingrid.

  ARASTEH: (07:18) Leon

  Samantha Eisner 2: (07:19) I would strongly disagree with the result being that ICANN has to follow the prior year's budget for an entire year if there is no agreement after 2 rounds of the process.  I don't think that is healthy for the organization.

  ARASTEH: (07:19) If IANA budget does not have sufficient protection, I as Liaison of ICG would not agree with that as it would adversely affect ICG finding

  Jordan Carter (.nz ccTLD member): (07:20) does the Board win, or does last year's Board win?:-)

  Alan Greenberg: (07:20) @Kavouss, I beleive CWG requires at least one year's bIANA budget held in escrow to cover this case.

  Jordan Carter (.nz ccTLD member): (07:20) Kavouss: completely agree. Does need to be protected.

  Steve DelBianco [GNSO - CSG]: (07:21) +1 Jonathan

  ARASTEH: (07:21) One year to be reduced to 3 months or maximum 6 months

  Jordan Carter (.nz ccTLD member): (07:22) remember the SECOND veto is 3/4 support

  Jonathan Zuck (IPC): (07:23) this has nothing to do with escrow. it's about budget. WORST case here is that IANA budget would operate on prior year's budget. No decrease.

  Martin Boyle, Nominet: (07:23) @Alan:  what happens if there is an urgent need for investment for the iana operation?

  ARASTEH: (07:23) Dear All

  Matthew Shears: (07:23) + 1 Jonathan

  ARASTEH: (07:24) We need to separate IANA Budget from overall budget abnd have different procedure for each

  James Gannon [GNSO-NCSG]: (07:24) Agreed Martin, discussions over the appropriateness of the IANA budget should take place at PTI level

  Jonathan Zuck (IPC): (07:24) this current proposal DOES treat the IANA budget seperately from the general budget Kavouss

  ARASTEH: (07:24) Mathieu

  Martin Boyle, Nominet: (07:25) @James:  there might be specific reasons for challenging the iana budget, of course

  ARASTEH: (07:25) Pls carefully consider my proposa to treat IANA BUDGET SEPARATELY FROM THE OVERALL icann Budget

  Jordan Carter (.nz ccTLD member): (07:25) Kavouss: that is what this paper provides for.

  James Gannon [GNSO-NCSG]: (07:25) Yes but my suggestion would be that discussion should take place at PTI and CSCV level

  Jonathan Zuck (IPC): (07:25) @Kavrous, they ARE separate in the current draft

  James Gannon [GNSO-NCSG]: (07:26) And that the approval of that budget request at ICANN level should be automatic

  Martin Boyle, Nominet: (07:26) @Greg:  a mediation phase?

  Martin Boyle, Nominet: (07:26) I would strongly welcome that!

  Matthew Shears: (07:27) the exercise of hte veto should go hand in hand with an obligation on the Board and the community to resolve the budget differences

  Jonathan Zuck (IPC): (07:27) sure but the point of WS1 is to establish a power. it doesn't preclude any process for resolving a conflict and improving the process is an explicit part of ws2

  Martin Boyle, Nominet: (07:28) @Mathew:  yes

  David McAuley (RySG): (07:29) +1 Matthew AND Jonathan

  Martin Boyle, Nominet: (07:29) @Jonathan:  would help to make it clear.  It is easy for people to forget in the heat of battle.  And if the only tool is a hammer...

  Greg Shatan: (07:29) Martin -- either mediation (with a mediator) or consultation (without one).

  Alan Greenberg: (07:29) I thought that the CWG provided future budget held in scrow for 1 year, and another year held by ICANN, but I cannot locate it. Did it get removed???

  Greg Shatan: (07:30) Given the level of concern with the conflict issue, I think we need to provide some indication that we are not recommending veto ping-pong.

  Alan Greenberg: (07:30) Escrow

  Jordan Carter (.nz ccTLD member): (07:30) Escrow has **nothing** to do with the Budget.

  Jonathan Zuck (IPC): (07:30) Escrow is about insolvency. Not relevant here

  Grace Abuhamad: (07:30) CWG proposal is here : https://community.icann.org/x/aJ00Aw. the dependencies are on page 21

  Martin Boyle, Nominet: (07:30) @Greg:  either.  I'd hope the latter!

  Greg Shatan: (07:31) CWG co-chair Lise Fuhr sent the following email to Jordan Carter, cc'ing the CWG email list. It seems that the important issue is to have enough detail on the budget in order to follow and ensure that the IANA function is sufficient funded in order to fulfil its function. But is also seems that the IANA functions is dependent on the ICANN budget and that makes too much separation of the budget more complex. The budget bylaws and related processes should ensure to include both IANA and ICANN since it seems that the two are interdependent on each other. Not that they can't be separate but both issues – but the ICANN budget and the IANA budget need to be a package to be taken care of in WS1.

  Jordan Carter (.nz ccTLD member): (07:32) Kavouss, if you gave that assertion to the ICG you would not be accuratelyrepresenting what is in the paper or what the CWG has said to us.

  Jordan Carter (.nz ccTLD member): (07:32) I find the CWG email that Greg has quoted above a bit confusing, to be honest

  Greg Shatan: (07:33) I'm just the messenger.

  Jordan Carter (.nz ccTLD member): (07:33) Yep:-)

  Matthew Shears: (07:33) + 1 Johnathan on continuity of prior year budget

  Jordan Carter (.nz ccTLD member): (07:34) see para 10 - that notes the situation that where the veto is happening, the previous year's budget will be renewed at exactly the same levels for the new year

  Jonathan Zuck (IPC): (07:35) Leon where we need guidlance from the CCWG is whether or not to cap the number of vetos and force and escalation or whether we could have an infinite number of vetos

  Christopher Wilkinson: (07:36) I shall read the text later, but I have reservations about infinite round trips. Seriously? CW

  Alan Greenberg: (07:36) To be clear, my reference to escrow was my recollection that one year's budget would be held in escrow for PTI if, FOR WHATEVER REASON, money was not forthcoming from ICANN> My question was if that provision is in the CWG report or was deleted. It is not a CCWG dependancy, but a term of creating PTI - I thought.

  Matthew Shears: (07:36) I don't think the notion of infinite rotations is at all credible - there should be a limit so that it can go to escalation

  Greg Shatan: (07:37) What would be the escalation?

  Jordan Carter (.nz ccTLD member): (07:37) sack the Board.

  Jonathan Zuck (IPC): (07:37) board removal, for example

  Phil Buckingham: (07:37) + 1  Jonathan.  IANA budget ring fenced , right ?  Is it  now based on incremental increase per budget process

  Jordan Carter (.nz ccTLD member): (07:37) I suggest you leave us to do the times in WP 1

  Christopher Wilkinson: (07:37) Les douzièmes provisoires. OK? CW

  Matthew Shears: (07:37) agree Jordan

  Greg Shatan: (07:38) A nice consultation requirement to arrive at a mutually acceptable solution would be less drastic.

  Steve DelBianco [GNSO - CSG]: (07:38) We can escalate at any time, Matthew.   If the board is ognoring us after 4 vetos, we may well think its time to spill the board

  Steve DelBianco [GNSO - CSG]: (07:38) We control escalation.

  Matthew Shears: (07:38) + 1 Greg - consultation/mediation and limited # of rotations

  Jonathan Zuck (IPC): (07:38) We agreed to a requirement in Paris that objectoins would be based on public comments

  Jonathan Zuck (IPC): (07:39) +1 Jordan and the budget is near it's maximum time limit according to ICANN staff

  Jonathan Zuck (IPC): (07:39) para 6 Jordan

  Jonathan Zuck (IPC): (07:40) timing for petition not in this document but elsewhere

  Jordan Carter (.nz ccTLD member): (07:45) The name of the group isn't in this paper

  Samantha Eisner 2: (07:46) I have a concern that the term "assembly" could cause confusion with the concept of a "general assembly"

  Jordan Carter (.nz ccTLD member): (07:47) no, that is not the case.

  Holly Gregory (Sidley): (07:47) Assembly/forum concept is discussion only -- ACs and SOs vote but not in the Assembly as I understand

  Jordan Carter (.nz ccTLD member): (07:50) will be properly explained

  Jordan Carter (.nz ccTLD member): (07:50) yes - it is important that that group has the expert advice and perspectives of all the ACs

  Jordan Carter (.nz ccTLD member): (07:50) RED CROSSES is what he means

  Eberhard Lisse [.NA ccTLD Manager]: (07:50) I don't care either way

  Malcolm Hutty: (07:51) As Kavouss said, no objection to the term, but it needs explaining more clearly

  Jordan Carter (.nz ccTLD member): (07:51) oh I don't know.

  Samantha Eisner 2: (07:51) My objection is solely because of the potential for confusion with the concept of a "general assembly"

  Alan Greenberg: (07:51) Assembly is a term we do not already use, so no confusion with some other grouping or function.

  Steve DelBianco [GNSO - CSG]: (07:51) thanks for explaining, Samantha

  Jordan Carter (.nz ccTLD member): (07:52) Lyman's hand is up

  Eberhard Lisse [.NA ccTLD Manager]: (07:52) Mathieu, just for the record, I joined Sebestien

  Samantha Eisner 2: (07:52) I understand that we'll describe what the function is, but those not as well versed may have differing expectations on seeing teh word "assembly"

  Mathieu Weill, ccNSO, co-chair: (07:52) Thanks eberhard, noted

  Mathieu Weill, ccNSO, co-chair: (07:52) Lyman, sorry I did not notice your hand. Anythinh that can be sorted out via chat ?

  Grace Abuhamad: (07:53) This is the document becky circulated on list -- I removed the formatting track changes to make the doc a bit easier to read. I left all the other track changes

  David McAuley (RySG): (07:53) Thanks Grace

  Lyman Chapin: (07:53) @Mathieu thanks - I was trying to register a red check and inadvertently raised my hand instead :-)

  Grace Abuhamad: (07:54) Lyman is the red check for "Forum"

  Lyman Chapin: (07:54) In favor of "assembly" but not "forum" (conflicts with the established Public Forum at ICANN meetings

  Grace Abuhamad: (07:54) I can add this to the notes. thanl you

  Lyman Chapin: (07:54) thanks

  Mathieu Weill, ccNSO, co-chair: (07:54) ok thanks !

  Greg Shatan: (07:54) Instead of "Assembly" or "Forum", I suggest we adopt one of the oldest terms used for such bodies: "Thing" https://en.wikipedia.org/wiki/Thing_(assembly)

  Lyman Chapin: (07:55) For the record Jullie and I speaking for SSAC are comfortable with the current draft of 5A (Community Mechanism)

  Julie Hammer (SSAC): (07:55) @Greg...or the modern version of the term "Thingy"

  David McAuley (RySG): (07:55)  Caucus?

  Jordan Carter (.nz ccTLD member): (07:55) dear all, I am going to head away, 0200 here now, 19 hrs since we started WP1 call this morning

  David McAuley (RySG): (07:55) Many thanks Jordan

  Grace Abuhamad: (07:55) yikes! sleep well Jordan

  Alan Greenberg: (07:56) "The Community Thingy". I like it!

  Jordan Carter (.nz ccTLD member): (07:56) ciao and thanks everyone, great discussion :-) catch u later.

  Mathieu Weill, ccNSO, co-chair: (07:56) @Greg: for the record my suggestion was Jamboree but seems to have been rejected.

  Mathieu Weill, ccNSO, co-chair: (07:56) ;-)

  Julie Hammer (SSAC): (07:56) :-)

  David McAuley (RySG): (07:56) And a new acronym: TCT

  Avri Doria: (07:56) i have registered that i will file a minority report on the human rights issue.

  Jordan Carter (.nz ccTLD member): (07:56) Sometimes ICANN is a bunch of cats that are hard to herd... and so it could be the ICANN Community Clowder

  Avri Doria: (07:56) ( :

  Lyman Chapin: (07:57) Thing works really well in Italian (cosa) where it can be used in place of almost any other noun

  Greg Shatan: (07:57) Our Thing = Cosa Nostra.  Hmmmm.

  Lyman Chapin: (07:57) @Greg La Cosa

  David McAuley (RySG): (07:57) Becky covering a lot of important ground so maybe next call?

  Greg Shatan: (07:57) Sounds less ominous.

  Alan Greenberg: (07:58) Based on some people's view of ICANN, using an archaic (ie aged and decrepid) term is quite appropriate.

  Avri Doria: (07:58) Greg i can see you as a capo.

  Sabine Meyer (GAC - Germany): (07:58) seconding David.

  Sabine Meyer (GAC - Germany): (07:58) quite important stuff with 2 min to go.

  Greg Shatan: (07:58) But who would be il Capo del tutti Capi?

  Lyman Chapin: (07:58) Il capo della cosa

  Lyman Chapin: (07:59) Or, in ICANN-speak, ICDC

  David McAuley (RySG): (08:00) Thanks Becky

  Becky burr: (08:01) I agree Sabine, and now we have 0 minutes to discuss

  Avri Doria: (08:01) the bylaw reference i am asking for is monor: to ensure that ICANN respects humanright obligations within it mission, to accounts for impact on human rights in policycreation, and to adhere to the "Respect, Protect and Remedy" frameworkdeveloped by the UN.

  David McAuley (RySG): (08:02) Thomas - this will need more time (HR that is)

  Avri Doria: (08:02) this is repsonse to comments and is an explicti repsonse to losing the huma right backstop that NTIA as a right duty bearer provides.

  Mathieu Weill, ccNSO, co-chair: (08:02) so that's 3 requests Avri right ?

  Greg Shatan: (08:02) I don't consider this minor, and we should not change something as critical as the bylaws without appropriate study and deliberation.

  Avri Doria: (08:02) it is minimalist.

  Greg Shatan: (08:03) I don't believe the "duty bearer" argument is correct.

  Robin Gross [GNSO - NCSG]: (08:03) I would like to see a simple committment to fundamental human rights in ICANN's bylaws.

  Avri Doria: (08:03) and is quite explicitly a WS1 requirement

  Edward Morris: (08:03) THat seems reasonable Robin. +1.

  Greg Shatan: (08:03) Disagree.

  Sabine Meyer (GAC - Germany): (08:04) having a corporation committing to fundamental human rights might not be simple, necessarily.

  Samantha Eisner 2: (08:04) I agree with Sabine.

  Greg Shatan: (08:05) I also agree with Sabine.

  Samantha Eisner 2: (08:05) I disagree with the notion that we just put it into the Bylaws now with a "simple" reference and then do the work to figure out what it means

  Mathieu Weill, ccNSO, co-chair: (08:05) As a reminder, our requirement when kicking off this review of values and commitments was the need to incorporate AoC into the Bylaws

  Avri Doria: (08:05) That leave human rights totaally in GACs hands. 

  Avri Doria: (08:05) the statement i offer is more limited.

  Avri Doria: (08:06) maybe not simple but an essential part of WS1

  Greg Shatan: (08:07) I don't think this leaves human rights in the GAC's hands at all.

  Edward Morris: (08:07) Agree Kavrouss. It's a simple statement of principle.

  Jonathan Zuck (IPC): (08:07) the idea that we would put something in the bylaws that we KNOW we don't understand seems very counterintuitive

  David McAuley (RySG): (08:07) It was not referenced previously and ICANN has not sunk into HR violations - this is important and simple terms may carry big reprercussions

  Robin Gross [GNSO - NCSG]: (08:07) we can sort out the details in WS2, but make the committment to the principle in WS1.

  Steve DelBianco [GNSO - CSG]: (08:07) @Avri -- can you give us a link to learn about your recommended framework? Respect, Protect and Remedy" frameworkdeveloped by the UN.

  David McAuley (RySG): (08:08) I disagree with Robin on this point

  Alan Greenberg: (08:08) Need to leave - sorry.

  Athina Fragkouli (ASO): (08:08) Robin's and Kavouss's proposal make sense to me

  Avri Doria: (08:08) In Resolution 17/4 of the UN Human Rights council in 2011,  GuidingPrinciples on Business and Human Rights was approved.

  Jonathan Zuck (IPC): (08:08) can't we make it an explicit part of our framework to deal with it in ws2? isn't that just as explicit?

  Greg Shatan: (08:09) We can commit in WS1 to discuss it in WS2.  But not by changing the Bylaws.

  Greg Shatan: (08:09) Or we could put all of the WS2 commitments into the Bylaws.

  David McAuley (RySG): (08:09) WS2 will presumably provide more space and time than we have now

  Avri Doria: (08:10) NTIA as a Govt agency is a rights duty bearer.  when we lose that backstop we lose our obligation to adhere to human rights.  this can be replaced by making it a lagal bylaws requirement

  Izumi Okutani(ASO): (08:10) I am good with indirect approach by I am also  good with Robin and Kavouss's suggestion

  Tracy Hackshaw (Trinidad & Tobago): (08:10) Abstain

  Malcolm Hutty: (08:11) Are we being asked about Robin's suggestion specifically?

  Martin Boyle, Nominet: (08:11) It does need some clear qualification.  I am not sure we have enough information on implications

  Steve DelBianco [GNSO - CSG]: (08:11) Robin's statement or Avri's text?

  Malcolm Hutty: (08:11) I am uncomfortable with the concept, but could reconcile myself to Robin's limited proposal

  Greg Shatan: (08:11) Based on my very brief research, the "duty bearer" argument is incorrect in this case.

  Avri Doria: (08:11) I am afriad your research is therefore incomplete.

  Greg Shatan: (08:12) Send me ouirs.

  Greg Shatan: (08:12) yours.

  Martin Boyle, Nominet: (08:12) there is "a UN Guiding Principles on Business and Human Rights"

  Robin Gross [GNSO - NCSG]: (08:12) I may also file a minority statement, although it will be different than Avri's.

  Avri Doria: (08:12) i will be filing the minoruty report.

  Matthew Shears: (08:12) we should however make a commitment to discussing it in WS2

  Greg Shatan: (08:13) We have many interesting things to study and talk about.

  Eberhard Lisse [.NA ccTLD Manager]: (08:13) I am starting to wonder why we suddenly start considering to publish Minority Statement.

  Greg Shatan: (08:13) The Bylaws is not a place to leave "Notes to Self."

  Matthew Shears: (08:14) this issue is being discussed in a CCWP on HR and hterefore should be discussed in WS2

  David McAuley (RySG): (08:14) Hopefully with coordination Matthew

  Martin Boyle, Nominet: (08:14) @Matthew +1

  Greg Shatan: (08:15) I wouldn't give the CCWP too much weight, yet.  It is an ad hoc unchartered body.

  Greg Shatan: (08:15) Bye all.

  David McAuley (RySG): (08:15) Thank you Thomas, good bye all

  Matthew Shears: (08:15) its a start Greg

  Athina Fragkouli (ASO): (08:15) bye thank you

  Robin Gross [GNSO - NCSG]: (08:15) Bye - thanks.

  Martin Boyle, Nominet: (08:15) bye & thanks

  Matthew Shears: (08:15) thanks!

  Tracy Hackshaw (Trinidad & Tobago): (08:15) Good bye all

  Izumi Okutani(ASO): (08:15) thanks all bye

  Sabine Meyer (GAC - Germany): (08:15) good bye and thanks!

  Avri Doria: (08:15) this makes me very dsad.  bye.

  Avri Doria: (08:15) sad sad sad

  FIONA ASONGA (ASO): (08:15) bye

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