Sub-Group Members: Avri Doria, Beran Gillen, Cheryl Langdon-Orr, David McAuley, Edward Morris, Fiona Asonga, Greg Shatan, Jonathan Zuck, Jordan Carter, Kavouss Arasteh, Matthew Shears, Olivier Muron, Par Brumark, Robin Gross, Steve Crocker, Steve DelBianco, Vrikson Acosta (17)
Legal Counsel: Holly Gregory, Ingrid Mittermaier, Janet Zagorin, Josh Hofheimer, Michael Clark, Rosemary Fei, Sharon Flanagan, Stephanie Petit, Steven Chiodini (9)
Staff: Adam Peake, Alice Jansen, Berry Cobb, Brenda Brewer, Mary Wong, Samantha Eisner, Theresa Swinehart
Apologies: Roelof Meijer, Tijani Ben Jemaa, Leon Sanchez
**Please let Brenda know if your name has been left off the list (attendees or apologies).**
Transcript CCWG WP1 Meeting #10 15 April.doc
Transcript CCWG WP1 Meeting #10 15 April.pdf
The Adobe Connect recording is available here: https://icann.adobeconnect.com/p621wt8r4aa/
The audio recording is available here: http://audio.icann.org/gnso/gnso-ccwg-aact-15apr15-en.mp3
1. Review of Agenda
Q&A section - to ask questions of counsel to help inform them, and to get some brief answers where possible - ongoing part of the dialogue to support CCWG's next meeting be as useful as possible
2. Q&A with Counsel on the "Mechanism" debate
This is to follow up the CCWG meeting on 14 Apr and add any WP1 perspectives for Counsel to consider as they prep for next week's work (20 mins max)
3. Q&A with Counsel on our Powers
Any remaining questions that didn't get dealt with last meeting (WP1 Mtg #9) in response to the advice from Counsel on our powers (20 mins max)
4. Public Comment Document content
5. Agenda for Next Call
Accountability WP1 Meeting #10 on 15 April.
Links: WP1 Drafts - http://tinyurl.com/puvneyq
These high-level notes are designed to help you navigate through content of the call and do not substitute in any way the transcript.
About the agenda: legal document with WP2 template and legal advice on
some. CCWG Tuesday a presentation by the lawyers on powers and
mechanisms. Some questions not asked, and clear in the call that the CCWG
is far from agreement as to the mechanisms to choose. So WP1 is not close
to recommending a mechanisms by Friday. On the co-chair coordination,
need the debate in the CCWG to have the discussion about mechanisms next
week. WP1 discussed Q&A items, to ask q of the lawyers, and WP1 written
questions will be forwarded. So when we have the meetings next week, we
are all in a better position to refine down to critical points and the
mechanisms.
Not a decision making call. To talk about the issues with the lawyers.
To debate with the fill CCWG next week.
40 minutes.
Followed by review of the 3rd draft "CCWG-ACCT Working Party 1: Community
Empowerment Input for First Public Comment Report"
2. Q&A with Counsel on the "Mechanism" debate
Question: different advantages/disadvantages of the designator model and
the membership model. Strongest reason to select and drawback to each
model.
Advantage of membership is also the weakness. Statutory framework of
rights in the corporation code. Members are given rights under bylaws or
statute that cannot be given to designators. Some rights are those the
CCWG wants. They are provided in the statute.
The downside is the extensive framework of statutory rights that should be
built into the bylaws, protections and rights. There is a lot of
procedure and detail in the bylaws
Advantage of designator is ignoring all of that. And disadvantage is that
corporate law does not give rights that re available in the statute. To
make those rights available, have to look to contact.
CA corporations code allows any provision in the bylaws that you want for
internal governance, that is not prohibited by law. If there are
procedures you want to follow (reconsideration etc) can be out in, so long
as not illegal. And what happens with enforce-ability. What happens if
someone (the board) decides not to follow within the system, may have a
harder time to respond in the designator system than the member system.
If the SO/AC become members, are the liable. If GNSO designed a gTLD
designed a policy that everyone thought silly and cause companies to loose
millions $$$ could the GSNO be sued for this?
CA law requires legal persons. For the designator model. legal advice is
the designators be legal persons, or there'd be no means to legally
enforce bylaws etc. This has worked for ICANN, perhaps we don't care? But
having legal persons does also bring complications. So unincorporated
associations are recommended for designators and members. And in member
model the law says members are persons. If not legal persons then they
only exist inside ICANN. So there is no legal recourse.
They have the right to contract and the right to sue, and the burden of
being sued. But the unincorporated associations have no "blood" no value.
The unincorporated associations only can be sued, the participants are
not liable.
(Agreement from legal advisor)
Freedom from lawsuit. Believe forming as unincorporated associations
should not cause liability, and can protect the participants. They don't
have assets. Crazy people might file lawsuits but expect those to be
thrown out pretty quickly.
Legal advisors do not think this is a significant concern.
Q. Members and designators. GNSO made up of 4 distinct and different
parts, unlikely to come to agreement on any issue. GNSO needs 4 distinct
votes, weighted. Is this legally doable?
In a member structure, members of different classes could be given
different votes, quarters, or 4 votes, etc. In the designator structure,
each would appoint their own Directors. Its the internal structures that
would elect the same number directors. Second pathway, the same
mechanisms as used to select the GNSO director could be how you vote as a
designator or a member.
Q. Designing a mechanism to induce the Board to consider, and what such a
mechanism might look like. Advice that is received but not acted on. How
to cause board action.
Mechanisms to force a consideration by the board. in the member or
designator structure could design a structure to whenever the member or
designator petition the board for a hearing they get a hearing. A
convening power to the community.
q. if we get that mechanism, can the board then be forced to respond in
such a way that can then be subjected to review, for example a triggering
of a review mechanism.
The outcome of the convened meeting has 3 results: do the thing people
want, not do the thing, not take a decision. And those could be triggers
for an IRP. A little easier with membership, but probably work around
with the designators, not aware of the problem.
q. NomCom. Would need to be a legal entity. Question, how to remove a
directors appointed by the NomCom, could this only be done by a NomCom.
Under the designator system only be removed by that entity. So under the
designator system would need to be created as a legal person, restructured
in some way. Under the member system, can mix designators, and NomCom
could be organized as a designator in a member organized system.
q. Designator model, contractual arrangements can make the designator
model respond to the major requirements of the CCWG?
q. if no additional measures ti the designator model, what can we do an
not do?
Under designator system they cannot be given powers around budget and
strategy, and also certain decisions around a review process. What is the
minimum: even if you decide to maintain a designator system lead advice if
the the designators are organized as legal persons, to provide protection
against liability, a shield, and in the future if needed, they would have
standing to enforce their rights.
q. putting the membership into place would be more complicated and take longer?
Not considerably more complex. The way currently organized into groups
that are like members. The member structure relies on some more subtle
areas of law. But not a radical change from the designator structure.
Look at discrete member rights and say not so complex, but in CA there are
elaborate members requirements, notice requirements, inspection rights,
etc., that make it more complicated to implement.
(fro chat) I would like to clarify. I think for member corporation, as
Ingrid said, the complexity is in the rights and statutory framework. I
Think with designators, the complexity is in designing the contractual
arrangements. So I would say they are both complex, but perhaps in
different ways.
q. legal sub-team, ask for questions in writing, what happens to those
questions: what steps?
Questions are reviewed by the legal sub-team, not all are sent.
Questions are sent through, or they are collated and sent to counsel.
label any question for counsel, and break out questions from long threads.
4. Public Comment Document content
Review the document part by part.
Comment: 6.5.2 Power to reject budget/strategy. Suggest the title should
include reconsideration, the board should be given that option. Rejection
comes later. Correct the inconsistency.
Response: In each situation described, there is a reconsider requirement
while there is a block of execution going on.
Global public interest. What re the criteria for that? What are the
ICANN stakeholders.
page 3, 2nd power. Change adopted to approved, and these are suggested
global changes for the document.
Ratios: 50%, 60% subsequent rejection: suggest higher for what a extreme
measures, raise by 10% - 15%.
Question, should these ratios should considered in comparison with the
other powers and the importance of other powers?
Think of the rights of members of an organization usually in terms of
approval of the budget. issues of detail. Is it a positive right to
approve or a negative right to object?
But this will not be a process of the community coming in to approve, it
will only occur when the community has an issue with the board's actions.
6.5.3 increased threshold for the right to object. Title should also
match content (as with 6.5.2.)
Fundamental and non-fundamental bylaws. Which are the fundamental bylaws.
Timeline of 2 weeks to short, and threshold is too low.
Timeline for bylaws change already require a public comment, the
additional time is not so long as it will have been extensively publicly discussed.
How to distinguish between fundamental bylaws? We propose what they are,
and these come from WP2. Mink around core mission and values. And will
be visible what the are. WP2 will identify them and describe why they
merit protections.
Fundamental bylaws tend to go to the core of corporation, and those being
suggested seem to do that. And they would be clearly set out that they
had different mechanisms for change etc.
Who can change or propose changes to fundamental bylaws. ATRT and other
review teams have suggested bylaws changes. Believe SO/AC can recommend to
the Board to make bylaws changes, but it is a Board mechanism. And the
Board on its own initiative can move to amend bylaws. Does this with the
2/3 majority. Anticipate changes to fundamental bylaws would be higher.
6.5.5. recalling individual directors
Removal of the NomCom appointed directors. Is the IETF model one to
consider? Threshold: 40%, concern too low. Recall methods within stakeholder groups.
escalation mechanism: not suggesting the NomCom is the body to remove a
director, but suggesting that there should be a way to remove them through
a community mechanism. Consideration that it is not appropriate for the
NomCom to be the remover. As yet we don't know the mechanism.
Threshold: for now, that it should be the majority of the community, but to be discussed on the full CCWG
IETF model:
Petition to assemble a recall NomCom. Same rules of the regular NomCom,
but is single issue. Decide on the 75% basis to remove or not.
Offer to draft the analogous procedures.
Action: Avri Doria to write a short explanation.
5. Agenda for Next Call
Paper is the sole subject of the next call.
Jordan will add comments to Ver 3 of the document.
Next call will pick up at the end of 6.5.5.
19:00 UTC Thursday April 16.
Action: Avri Doria to write a short explanation
Brenda Brewer: (4/15/2015 15:36) Welcome to the Accountability WP1 Meeting #10 on 15 April. Chat sessions are being archived and follow the ICANN Expected Standards of Behavior: http://www.icann.org/en/news/in-focus/accountability/expected-standards
arasteh: (15:50) Jordan
arasteh: (15:50) I do not understand the agenda
arasteh: (15:50) Which document we will review?
arasteh: (15:50) What do you mean by question and answer?
arasteh: (15:51) KAVOUSS
Brenda Brewer: (15:51) I just forwardedto your email the agenda sent from Jordan.
arasteh: (15:52) In my view ,the only item on the Agenda is the document of 18 / 17 pages starting with community empowwerment
arasteh: (15:52) Pls confir,
Brenda Brewer: (15:54) Kavouss, I will kindly allow Jordan to explain his agenda. See email for additional details.
Jordan Carter (.nz, CCWG): (15:58) Kavouss,, you don't set the agenda. The agenda is circulated. I will explain it at the top of the call
arasteh: (15:59) Dear Jordan
arasteh: (15:59) But I should agree with the agenda
Jordan Carter (.nz, CCWG): (15:59) I will explain what Q&A means
Cheryl Langdon-Orr: (15:59) clicking ( not typuing) in my audio line which is the bridge
arasteh: (15:59) If it is not clear , I have the right for ask clarification.
Jordan Carter (.nz, CCWG): (15:59) I treid to do that in the email, obviously didn't succeed :)
Jordan Carter (.nz, CCWG): (15:59) Yes, you do
Jordan Carter (.nz, CCWG): (15:59) and I will clarify
Jordan Carter (.nz, CCWG): (16:00) Hold fire, keep calm, I think we will be fine
arasteh: (16:00) Do you agree with that right or you disagree?
arasteh: (16:00) I HAVE BEEN AND WILL BE ALWAYS CALM
Jordan Carter (.nz, CCWG): (16:00) You should make that your email signature *smile*
arasteh: (16:01) The way that I see the agenda, it is vague, ambigeous
arasteh: (16:01) Agenda shall be clear without any need to be explained
arasteh: (16:01) Pls kindly understand our difficulties
Stephanie Petit: (16:01) Hello, Stephanie Petit here. Good morning/afternoon/evening/night.
arasteh: (16:02) We must put some order into the work
Cheryl Langdon-Orr: (16:02) Hi Stephanie
arasteh: (16:02) I undersatnd that you have a dificult task and I will do my mbest to collaborate with yopu$
Josh Hofheimer (Sidley): (16:03) Hello
Stephanie Petit: (16:03) Rosemary Fei is here with me and in the process of logging into adobe connect.
Rosemary Fei: (16:03) I'm on now
Robin Gross [GNSO - NCSG]: (16:04) I agree, Jordan.
arasteh: (16:04) Jordan
arasteh: (16:05) PLS IDENTIFY THE DOCUM,ENTS RELATING TO THE AGENDA
Cheryl Langdon-Orr: (16:06) staff can you link to the advice document that our Q&A is relating to
arasteh: (16:06) qUESTION ON WHAT?
Steve DelBianco [GNSO - CSG]: (16:06) Kavouss -- do you see the irony in using ALL UPPER CASE to say "I SHALL ALWAYS BE CALM"?
Rosemary Fei: (16:06) I have a hard stop at half after, sorry. But others on my team will be on the call.
Steve DelBianco [GNSO - CSG]: (16:06) Just kidding, Kavouss. We'll talk it thru on this call.
Cheryl Langdon-Orr: (16:08) that should assist Kavosh I beleive (it may also be useful to add the recent presentation as well I assume and yes I know they are linked to the distributed Agenda and have been distributed...
Steve DelBianco [GNSO - CSG]: (16:08) Your instructions and attachments are clear and helpful, Jordan
Adam Peake: (16:08) see wiki https://community.icann.org/display/acctcrosscomm/WP1+Draft+Documents
Cheryl Langdon-Orr: (16:10) Indeed it does Jordan.... If he needs the presenttion link added here
Greg Shatan: (16:10) The IANA group is boring by comparison, especially since Milton Mueller went quiet.
Steve Crocker: (16:10) Hello, everyone. I will be joinbgin gthe bridge momentarily
Cheryl Langdon-Orr: (16:10) Hi Steve
Greg Shatan: (16:11) The document on the screen is obsolete. A new version is available on Google drive. If we want to discuss that doc. We should use the current version.
Robin Gross [GNSO - NCSG]: (16:11) both
Steve Crocker: (16:12) I'm now on the bridge and muted.
Cheryl Langdon-Orr: (16:12) I thought we were @Greg
Adam Peake: (16:12) should have scroll control
Greg Shatan: (16:12) I was referring to the previous colorful chart. Not the Sidley/Adler document.
Cheryl Langdon-Orr: (16:13) Ahh OK @Greg
Greg Shatan: (16:13) The document now on screen is correct.
Adam Peake: (16:13) the slides are alos available on the legal sub-group wiki and have been sent to the CCWG mailing list
Adam Peake: (16:13) https://community.icann.org/pages/viewpage.action?pageId=52890082
Jordan Carter (.nz, CCWG): (16:13) So please ask questions, raise comments, etc
Jordan Carter (.nz, CCWG): (16:13) preferably first on the mechanisms side of things
Jordan Carter (.nz, CCWG): (16:13) at half past we will move to focus on powers
Jordan Carter (.nz, CCWG): (16:14) and at 9:50 we will move to looking at our v3 comment material
Cheryl Langdon-Orr: (16:14) So @Robin is refering to material on P 16 of this displayed doc
Jordan Carter (.nz, CCWG): (16:14) Please add to your queue
Cheryl Langdon-Orr: (16:16) We probaby need the "not at all able to be given in the Designator Model rights as a list, to assist the full committee discussion
Jonathan Zuck (IPC): (16:17) and an entity with whom to contract
Robin Gross [GNSO - NCSG]: (16:19) thanks
Cheryl Langdon-Orr: (16:20) we should capturre that explanation from Rosemary to Robyn to share woth the wider group...
Jordan Carter (.nz, CCWG): (16:20) Cheryl: I think it will be added to the table Robin started and that Counsel are working on, which will be done in time for our Friday call
Cheryl Langdon-Orr: (16:21) This is a *critical issue* @Avri good question...
Cheryl Langdon-Orr: (16:21) Great Thx @Jordan
Samantha Eisner: (16:21) What are the risks if they are not legal persons?
Jordan Carter (.nz, Member): (16:22) The risks appear to centre around the potential lack of enforceability
Steve DelBianco [GNSO - CSG]: (16:23) appreciate that you recognize the community might evaluate the burdens to be worth the costs.
Avri Doria: (16:23) Could the Boar of Directors still tell a SO that as a uninc asociation how to organize itself?
Avri Doria: (16:24) sould they be enjoined from fiurther activity becasue they had not assets?
Cheryl Langdon-Orr: (16:25) Ahhh so individuals have limited liability in this model within unincirporated Assoc's Thanks
Avri Doria: (16:25) ... could they be enjoined ....
Sharon Flanagan (Sidley): (16:26) @Cheryl - that is right. Not perfect immunity but some protection and perhaps more than individuals currently have with no legal entity around them.
Jordan Carter (.nz, CCWG): (16:28) back on the room, thanks for the question Avri
Robin Gross [GNSO - NCSG]: (16:28) Agree with Steve 100% on this. GNSO interests are distinct.
Avri Doria: (16:28) happy to move on, but i still have questions about these suits. and what other sort of measures could be take. for example could they be stopped from making further policy recommendations until a case was heard. or somesuch.
Edward Morris: (16:29) Excellent question Steve. Thank you.
Rosemary Fei: (16:29) @Avri, as currently proposed, we would keep all SO and AC structure as-is in the Bylaws -- the articles of association would refer to provisions in the bylaws
Greg Shatan: (16:29) Is Steve breaking up or is that my phone?
Jordan Carter (Rapporteur WP1): (16:29) It happend on my phone too, Greg.
Steve Crocker: (16:30) Even within each SG there is diversity. The CSG has three constituencies, each of which feels strongly it shouldn't be bound to the other two.
Robin Gross [GNSO - NCSG]: (16:30) the template says they can both apportion their votes
Steve DelBianco [GNSO - CSG]: (16:30) So, Apportioning could be the method
Robin Gross [GNSO - NCSG]: (16:31) p. 60 of April 10 memo, Steve
Steve DelBianco [GNSO - CSG]: (16:31) Thanks, Robin.
Rosemary Fei: (16:31) I have to exit now, sorry.
Jordan Carter (Rapporteur WP1): (16:32) Bye Rosemary
Robin Gross [GNSO - NCSG]: (16:32) thanks, Rosemary!
Robin Gross [GNSO - NCSG]: (16:33) sounds like a petition
Steve DelBianco [GNSO - CSG]: (16:34) No -- not a REconsdieration. Just a DECISION
Steve DelBianco [GNSO - CSG]: (16:35) A Meeting doesn't do it, if we need a board DECISION in order to trigger our ability to challenge a decision
Robin Gross [GNSO - NCSG]: (16:35) petition the board to take an action? the first step would be a meeting, for sure.
Jordan Carter (Rapporteur WP1): (16:36) This is about not letting "no decision made" block accountability processes like independent review
Jordan Carter (Rapporteur WP1): (16:37) deciding not to discuss or decide something isn't a reviewable decision, is I guess the point
Jordan Carter (Rapporteur WP1): (16:37) if that itself can be a trigger, you could trigger disputes about ANYTHING
Robin Gross [GNSO - NCSG]: (16:37) I think we'd have to think through how issues fall within the GNSO Policy Development Process.
Jordan Carter (Rapporteur WP1): (16:39) a NomCom question
Jonathan Zuck (IPC): (16:39) AGree Robin. The real language we're talking about comes from the ATRT2 which suggests simply that advice coming from ACs needs a response
Jonathan Zuck (IPC): (16:39) so it's not about using this as a policy devleopment alternative
Robin Gross [GNSO - NCSG]: (16:39) definitely worth thinking through further
Steve Crocker: (16:40) There are at least two kinds of requests to the Board that could cause significant problems. One is a request which is ill-defined. I can easily imagine a group petitionng the Board to do something about a problem but not being specific about what they want done, and, with further interaction, it could turn out that different people in the community aren't sure of what they're talking about.
Jonathan Zuck (IPC): (16:40) Steve C has suggested that such a requirement might be burdensome so it might be that the community can petitio nthe oard for a formal response to particular advice
Steve Crocker: (16:40) The second class of problems that would cause a serious problem is a well defined request that turns out to be infeasible.
Steve DelBianco [GNSO - CSG]: (16:40) Right -- this is not an attempt to force an OUTCOME. Just to force a DECISION
Jonathan Zuck (IPC): (16:40) Good point STeve, but "doing somehtign" could mena convening a WG or osmething to define a course of action
Robin Gross [GNSO - NCSG]: (16:41) that's true for both models.
Jordan Carter (Rapporteur WP1): (16:41) Steve C - agree both points. It's more about not allowing "not going to decide, not going to discuss" block things.
Greg Shatan: (16:41) In the latter point, responding that it is infeasible and why could be sufficient.
Jordan Carter (Rapporteur WP1): (16:41) It seems to be a limit case thing to me but I haven't been around as long as others
Cheryl Langdon-Orr: (16:41) Perhaps recognise the NomCom as the SELECTION committee that it actually is whose task is to appoint 'Independant Directors' and leadership roles in the ccNSO.GNSO and ALAC
Jonathan Zuck (IPC): (16:42) @Jordan. recent examples are advice from SSAC on dotless domains and name collisions
Steve Crocker: (16:43) Recall of directors poses a different set of problems. Directors serve the overall interest, not necessarily the group that appointed them. Recall tilts in the direction of undermining the director's obligation to act in the best interests of the whole.
David McAuley (Legal Sub-Team): (16:43) Is that right? Is using a membership approach as burdensome as Kavouss says?
Greg Shatan: (16:44) Under California law, designators have the statutory right to remove the board member they designate.
Cheryl Langdon-Orr: (16:44) Does it @Steve?
David McAuley (Legal Sub-Team): (16:44) I cannot imagine it taking years
Jordan Carter (Rapporteur WP1): (16:44) Steve C, yes, the WP is cognisant of that debate. Groups probably already have that right under legislation, if not set out in bylaws
Jordan Carter (Rapporteur WP1): (16:45) They certainly aren't lawfully or practically incompatible, fiduciary responsiblities and the ability to remove directors
Robin Gross [GNSO - NCSG]: (16:45) so, Holly, are you saying this wrong? "Reconsideration right (forcing re-vote with a higher voting threshold of board members) could be created by bylaws and/or contract."
Robin Gross [GNSO - NCSG]: (16:45) under a designator model
Samantha Eisner: (16:46) Holly, would it be contrary to law to build in a bylaws process through which the community could hae ability to tell the board to look again at a budget or strategic plan, if not in a membership organization
Cheryl Langdon-Orr: (16:47) I wiuld think it is possible @Sam so interested in the formal answer
Holly Gregory (Sidley): (16:47) and whether a member or designator system, only
Samantha Eisner: (16:49) I think that the complexity comes in addressing the reality within each of the groups about what it means to have them become entities recognized under law - it'e more internal issues, not difficulty from the legal side (IMHO)
David McAuley (Legal Sub-Team): (16:49) Further to Greg’s point, we understand that as of now the board cannot remove a director over that director’s designator’s objection irrespective of what bylaws say.
Holly Gregory (Sidley): (16:49) Agree with Josh and Mike that the work to be done re member vs designator structure is not that different
Cheryl Langdon-Orr: (16:50) @Jordan I guess we shiould note here the historeical point that Chris Disspain raised in a recent call re the *rejection* of a Membership relationship when the ccNSO was created... We probably need to look closely at that and look to current opinion as well of course...
Josh Hofheimer (Sidley): (16:51) @Steve, correct that directors have fiduciary duties to the corporation, but that does not mean they cannot consider the interests of the entity that appointed them. It all goes into mix of the decision making. And the designator itself has no fiduciary to the corporation, so it can recall its appointed director for any reason.
Sharon Flanagan (Sidley): (16:52) Josh +1 - as can a member - member can act in its interests in appointing and removing
Holly Gregory (Sidley): (16:53) Counsel only addresses questions that come through Legal Subteam -- and counsel is taking priorities as to projects and answering questions is lower in priority than are some other projects. as set by Legal Subteam
Stephanie Petit: (16:54) @ David, I would like to clarify one thing. There are two types of director removal in California. One is removal "for cause" and one is "without cause". A board can actually remove ANY director, regardless of how appointed, "for cause", which are fairly narrow reasons (felony, etc.) It is the "without cause" (for any reason) removals that only members/designators, respectively, can do.
David McAuley (Legal Sub-Team): (16:54) thanks
arasteh: (16:55) With respect to the degree of complexity and nature and scope of the required changes in two models unfortunately the views expressed by legal firm were differentr
David McAuley (Legal Sub-Team): (16:55) Thanks Stephanie, was unaware of that
Greg Shatan: (16:56) Thank you, Holly for the clarification on prioritization.
Stephanie Petit: (16:58) @arasteh, I would like to clarify. I think for member corporation, as Ingrid said, the complexity is in the rights and statutory framework. I Think with designators, the complexity is in designing the contractual arrangements. So I would say they are both complex, but perhaps in different ways.
Cheryl Langdon-Orr: (16:58) no scroll yet
Josh Hofheimer (Sidley): (16:59) @stephanie +1
Adam Peake: (16:59) scroll control given
Stephanie Petit: (17:00) Adler & Colvin signing off now. Thanks so much.
Robin Gross [GNSO - NCSG]: (17:01) so, as on ICANN's board, SO's have double weight to ACs.
Greg Shatan: (17:03) @Robin, that's not how i read the last bullet point on 6.5.1.
Jordan Carter (Rapporteur WP1): (17:04) it isn't, Greg - it is Robin's proposal for how it should be
Greg Shatan: (17:04) It looks like GAC and ALAC would parity with the SOs
Greg Shatan: (17:04) Ahh. Now understand. Never mind.
Robin Gross [GNSO - NCSG]: (17:06) I am proposing SO's have double weight to ACs in our mechanism (as they do on ICANN's board).
Josh Hofheimer (Sidley): (17:06) Josh H. signing off. Cheers all
Steve Crocker: (17:09) The ACs have no weight on the ICANN Board.
Jordan Carter (Rapporteur WP1): (17:09) The At-Large Community does, with one member. Quite right that that is not an AC per se.
Steve Crocker: (17:13) At-Large thinks it ought to have two Board seats.
Edward Morris: (17:14) I agree with Robin on raising voting thresholds.
Jonathan Zuck (IPC): (17:14) Gotta drop off folks. I'll listen to the mp3. Thanks!
Jordan Carter (.nz, ccTLD member): (17:16) thanks Jonathan
David McAuley (Legal Sub-Team): (17:16) agree w Robin on threshhold as well
Cheryl Langdon-Orr: (17:16) Just in case my green check marks go unrecorded I also agree with the increases proposed to these thresholds
Robin Gross [GNSO - NCSG]: (17:18) good point, Greg - this is a positive right to approve
Greg Shatan: (17:19) Thanks for the clarification.
Samantha Eisner: (17:26) Should we consider writing into teh Bylaws a specific requirement for public comment on amendments? That practice is currently just a well-entrneched practice?
Samantha Eisner: (17:26) Sorry, not on Audio
Robin Gross [GNSO - NCSG]: (17:27) Yes, Sam, I think that would be good.
Steve Crocker: (17:27) I need to break off. Thanks.
Jordan Carter (.nz, ccTLD member): (17:29) Tks Steve
Greg Shatan: (17:31) In this case, it is a positive approval right. There would need to be a vote, rather than just the passage of time without a rejection.
Greg Shatan: (17:32) I tend to doubt a longer time would be part of the process as such, but that's just me.
Robin Gross [GNSO - NCSG]: (17:32) that was my understanding too, Greg.
Avri Doria: (17:32) so it will be a decsion we all make as to which become fundmental. e.g. the AOC bylaws we are proposing are being suggested as fundmental. i think. and if the CWG asks for a Sepearation Mechanism bylaw, it too would be requested as fundmental.
Steve DelBianco [GNSO - CSG]: (17:33) Currently the Board proposes and approves bylaws changes
Samantha Eisner: (17:35) Some Bylaws changes come out of the community (such as GNSO changes after the first review, or the bylaws changes to create the At-large director seat)
Steve DelBianco [GNSO - CSG]: (17:36) If the board took no action or decsion on the reccomendation, we want an additional pwer to challenge that board decision, right?
Samantha Eisner: (17:36) but the Board always approves the iniitial posting for public comment
Avri Doria: (17:37) True Sam, but the ATRT recommendation for new bylaws was indeed reviewed before being passed to the Board.
Avri Doria: (17:37) reviewed == had public comment
Samantha Eisner: (17:39) Yes, but it's also important to specifically call out where Bylaws amendments are being considered within a designated comment period, as a matter of full notice on the issue under consideration
Steve DelBianco [GNSO - CSG]: (17:39) the Board is the 'manager' of the bylaws, but we want the community to have a role, too.
David McAuley (Legal Sub-Team): (17:40) agree w/Steve and Jordan
Robin Gross [GNSO - NCSG]: (17:40) uh oh
Cheryl Langdon-Orr: (17:40) call dropped
Adam Peake: (17:41) seem to have lost Jordan.
Robin Gross [GNSO - NCSG]: (17:41) is anyone there?
Samantha Eisner: (17:41) we hear you Kavouss
David McAuley (Legal Sub-Team): (17:41) No it is Jordan it seems
Cheryl Langdon-Orr: (17:41) I am disconnected as well
Robin Gross [GNSO - NCSG]: (17:41) I hear people.
David McAuley (Legal Sub-Team): (17:41) we hear you better
Cheryl Langdon-Orr: (17:41) same here Jordan
Cheryl Langdon-Orr: (17:41) we hear you fine
Michael Clark (Sidley Austin LLP): (17:41) Me too--suddenly line dropped
Pär Brumark (GAC Niue): (17:41) Much better now!
David McAuley (Legal Sub-Team): (17:42) make that a large pizza
David McAuley (Legal Sub-Team): (17:42) yes
Adam Peake: (17:42) yes can hear
Vrikson Acosta: (17:45) Now there is no sound
Steve DelBianco [GNSO - CSG]: (17:46) Pizza? Who has pizza??
Vrikson Acosta: (17:47) No sound
David McAuley (Legal Sub-Team): (17:48) @Steve, joking about the call coming to Jordan
Samantha Eisner: (17:50) Bye all - have to sign off
Cheryl Langdon-Orr: (17:50) nye Sam
Steve DelBianco [GNSO - CSG]: (17:51) agree, Jordan. Just note our INTENT as opposed to our actual percentage
Greg Shatan: (17:55) Spill is slang...
Greg Shatan: (17:55) Nom Nom Nom Nom Nom Nom Com
Steve DelBianco [GNSO - CSG]: (17:55) Spill is short-hand for forced resignation of all directors.
Avri Doria: (17:56) at least the IETf NomCom is a nomcom and not an appointment com
Steve DelBianco [GNSO - CSG]: (17:57) True, Avri. The ICANN NomCom model is unlike anything I've eever seen in the corporate realm
Avri Doria: (17:57) http://datatracker.ietf.org/doc/rfc7437/
Robin Gross [GNSO - NCSG]: (17:57) ICANN is indeed unique, as a corporation.
Steve DelBianco [GNSO - CSG]: (17:57) My flight is boarding .... so have to go
David McAuley (Legal Sub-Team): (17:57) safe travels
Cheryl Langdon-Orr: (17:58) Bye Steve travel safe
Avri Doria: (17:58) whereas the ICANN while it has something called a nomnating committee, does not nomnate it appoints. is that normal?
Steve DelBianco [GNSO - CSG]: (17:58) No! Avri. Adieu
Cheryl Langdon-Orr: (17:58) Thanks Jordan thanks everyone ... bye for now...
Pär Brumark (GAC Niue): (17:58) Thx all!
Robin Gross [GNSO - NCSG]: (17:58) thanks, Jordan, and all! Bye!
David McAuley (Legal Sub-Team): (17:59) Thanks Jordan and all