Sub-Group Members: Avri Doria, Fiona Asonga, Greg Shatan, Jorge Villa, Jonathan Zuck, Jordan Carter, Keith Drazek, Roelof Meijer, Steve DelBianco, Vrikson Acosta (10)
Legal Counsel: Holly Gregory, Josh Hofheimer, Miles Fuller, Rosemary Fei, Stephanie Petit (5)
Staff: Adam Peake, Alice Jansen, Berry Cobb, Kim Carlson (4)
Apologies: Robin Gross, Alice Munyua
**Please let Brenda know if your name has been left off the list (attendees or apologies).**
Transcript WP1 #14 14 June 2015.doc
Transcript WP1 #14 14 June 2015.pdf
The Adobe Connect recording is available here: https://icann.adobeconnect.com/p7r0tesu85c/
The audio recording is available here: http://audio.icann.org/gnso/gnso-wp1-14jun15-en.mp3
Draft Agenda - Wp1 14 June 2015 @ 18h00-20h00 UTC
1. Review of Agenda
2. Content Summaries - for discussion and hopefully agreement
a) Community Empowerment mechanism (qu 7 [starts 223]) (first draft) - Jordan, Roelof, Robin, Matthew
b) Incorporation of AOC matters (qus 13 and 14 [starts 373]) (first draft) - Steve, Avri
c) Approve changes to fundamental bylaws (qu 10 [starts 308]) (first draft) - Keith D
d) Removal or Directors / Recall of Board (qus 11 & 12 [starts 327] (second draft) - Fiona
e) Any other summaries (second draft)
3. Any particular "CCWG Responses" for discussion
If the rapporteur or others identify comments where proposed responses from CCWG should be discussed becasue they are complex or perhaps sensitive, let's discuss these if we have time.
4. Any Other Business
Approve Changes to Fundamental Bylaws - Question 10
CENTR: is it really divergent or highlighting a concern? It raises the question of possible extra layers and inefficiency causing problems for process flow. This requires more review.
ACTION ITEM: Review CENTR comment on Q10
More a question of timing
---
Recommendation that ICANN's mission, commitments, and core values be made fundamental - is this a potential confusion?
--> We clearly state it would be a fundamental Bylaw but example cites it as currently unfundamental. Example drafting failure led to this confusion
ACTION ITEM: Tag "Recommends that ICANN's mission, commitments and core Values be fundamental" as confusion and remove it from area of concern in summary
Clarify that power would kick in before changing Bylaw
ACTION ITEM: Develop a process flow for fundamental Bylaws change
Power: Reconsider/reject changes to ICANN "standard" Bylaws - Question 9
Suggestions to insert counterpoints in document.
Board will propose Bylaws changes with knowledge that possibly will be blocked in future. Community will have ability to comment. This it framework that was started. There is a clash between those who wish a longer timeframe and initial view. Diagrams in next version of report should show how it fits into the timeframe. It should show how much time community would have to consider Bylaw change.
Mechanism to empower the Community - Question 7
Identification of themes in quantitative look document is available.
ACTION ITEM - Volunteer to recut analysis document
Most concerns are focused on implementation
ACTION ITEM: Ask question on enforceability in next public comment period
We should make it clear in next round of comments (if still applicable) that for membership model and powers itself, UAs are not needed - only if we require enforceability.
Suggestion to circulate a chart that assumes SSAC, RSSAC not in the mix. Stress test on enforceability and Courts. In addition, stress test will discuss complexity and rogue voting: what mechanisms would we have to fix the vote?
Voluntary model: relying on Board to enforce powers. We can't have membership without legal persons. If no legal persons, no enforceability, no Court.
We can put into Bylaws the powers we foresee including voting to be applied to existing SO/ACs but if we want legal enforceability, then we need to move to legal structure where SO/ACs need to be entities. If we want legal enforceability, we need membership structure, we need SO/ACs to be legal entities: Clarify that with community.
ACTION ITEM: Volunteer who has read comments to double-check summary with fresher eyes
Clarify that we would not have all powers with designators model
Incorporation of AoC into Bylaws - Questions 13-14
Articles of incorporation have not been discussed yet as to whether membership model would require changes. Legal advice needed on this.
No explicit definition of diversity. Risky to include explicit text in Bylaws on operating procedures.
How are we going to compose operating procedures and where are we going to park them?
There ought to be opportunity to challenge Board if don't agree with review implementation - can't have it as mandatory
ACTION ITEM - Reflect implementation of reviews as area of concern
Removing Individual ICANN Board Directors - Question 11
/
Recalling Entire ICANN Board - Question 12
JPNIC has 2 points: 1) asking for circumstances; 2) would then be procedures for temporarily filling in for Board.
Paragraph does not reference conditions under which Board is recalled. Care-taker, continuity of CEO Etc. - we need to add more detail through that. We have asked for legal advice on caretaker.
ACTION ITEM: Provide clarity on recalling Board process
Do we leave it to supermajority of community or do we add conditions?
We should not specify criteria.
ACTION ITEM: Focus on caretaker
CCWG Responses
- Respond to every comment (vs. individual letters).
- Difficult to produce individual responses but could provide a summary of responses to a group of commenters
In addition to full document, provide document that copies out individual summaries of questions for easy-read as well as assemble key points for debate that would identify most contentious items for discussion and for each set out issue and propose CCWG responses. I.e. enforceability, role/nature of UAs/membership model, differences of powers between 3 models, processes (limited disruption)
ACTION ITEM: Jordan to confirm approach with CCWG leadership
We need consolidated draft on 15 June (23:59 UTC)
Volunteers
ACTION ITEM - Jonathan Zuck to produce key issues draft document
ACTION ITEM: Jordan to ask Matthew Shears whether he would volunteer to double-check summary with fresher eyes
New Comments
4 in EN, 1 in FR, 1 in ZH
ACTION ITEM: Staff to send latest additions to all WPs and to incorporate into g-DOC using new cell-color
A.O.B
ACTION ITEM: Review CENTR comment on Q10
ACTION ITEM: Tag "Recommends that ICANN's mission, commitments and core Values be fundamental" as confusion and remove it from area of concern in summary
ACTION ITEM: Develop a process flow for fundamental Bylaws change
ACTION ITEM - Volunteer to recut analysis document
ACTION ITEM: Ask question on enforceability in next public comment period
ACTION ITEM: Volunteer who has read comments to double-check summary with fresher eyes
ACTION ITEM - Reflect implementation of reviews as area of concern
ACTION ITEM: Provide clarity on recalling Board process
ACTION ITEM: Focus on caretaker
ACTION ITEM: Jordan to confirm approach with CCWG leadership
ACTION ITEM - Jonathan Zuck to produce key issues draft document
ACTION ITEM: Jordan to ask Matthew Shears whether he would volunteer to double-check summary with fresher eyes
ACTION ITEM: Staff to send latest additions to all WPs and to incorporate into g-DOC using new cell-color
Kimberly Carlson: (6/14/2015 11:44) Welcome to WP1 #14 on 14 June! 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
Kimberly Carlson: (11:56) Hello Everyone
Roelof Meijer (SIDN, ccNSO): (11:57) Hello Alice, Berry, Kimberly, Jorge and Steve!
Alice Jansen: (11:58) goedenavond, Roelof!
Roelof Meijer (SIDN, ccNSO): (11:58) ; ) Goedenavond, Alice
Jordan Carter (.nz, rapporteur): (11:58) hi all
Roelof Meijer (SIDN, ccNSO): (11:58) Hello, Jordan
Jordan Carter (.nz, rapporteur): (11:59) morning Roelof!
Rosemary Fei: (11:59) Hello, everyone.
Jordan Carter (.nz, rapporteur): (11:59) hi Rosemary
Jordan Carter (.nz, rapporteur): (12:00) Roelof, thanks for that work on the summary in Community Empowerment, hard bunch of stuff to keep all in mind at once isn't it?
Keith Drazek: (12:00) Hi all.
Jordan Carter (.nz, rapporteur): (12:00) morning Keith
Keith Drazek: (12:00) Afternoon, Jordan!
Steve DelBianco [GNSO - CSG]: (12:01) On Jordan's advice, I now use Google's Chrome browser since it works better with Google Docs. Go figure
Jordan Carter (.nz, rapporteur): (12:01) it's 0600 here, I think I am awake
Roelof Meijer (SIDN, ccNSO): (12:01) @Jordan: Morning? You mean you actually are somewhere here it's morning? Gosh, this internet thingy is amazing!
Jordan Carter (.nz, rapporteur): (12:01) Miraculous
Jordan Carter (.nz, rapporteur): (12:01) someone ought to be the steward of that thing
Roelof Meijer (SIDN, ccNSO): (12:01) We should make sure nobody breaks it...
Keith Drazek: (12:02) I just noticed I forgot to update the heading in my Q10 summary. Should say "fundamental bylaws" not standard.
Kimberly Carlson: (12:02) Audio disconnected, try to rejoin
Keith Drazek: (12:03) Getting quite a bit of background noise. Please mute phones and computers.
Greg Shatan: (12:03) Please mute if not speaking.
Alice Jansen: (12:03) Please muste your lines
Greg Shatan: (12:03) A busy office on Saturday. How sad that would be.
Roelof Meijer (SIDN, ccNSO): (12:03) Meeting has been muted...?
Josh Hofheimer (Sidley): (12:03) Hi All, In AC, trying to connect by phone.
Greg Shatan: (12:03) or sunday. or whatever day it is.
Keith Drazek: (12:04) Thanks Jordan and all for the flexibility.
Steve DelBianco [GNSO - CSG]: (12:04) AC not allowing to connect audio via computer. Must we dial-in for speaking roles?
Kimberly Carlson: (12:05) Sorry Steve, should be good to go now
Steve DelBianco [GNSO - CSG]: (12:05) Got it, Kim. THanks
Josh Hofheimer (Sidley): (12:08) ICANN STaff, could I get a dial out to (323) 708-2405? No one is picking up.
Roelof Meijer (SIDN, ccNSO): (12:09) m I the only one experiencing problems with the audio?
Jordan Carter (.nz, rapporteur): (12:09) I have good / clear audio
Josh Hofheimer (Sidley): (12:09) I am in now, thanks
Steve DelBianco [GNSO - CSG]: (12:10) Para 127 of our proposal says "The Mission / Commitments / Core Values" are Fundamental Bylaws
Steve DelBianco [GNSO - CSG]: (12:15) here is what CENTR said: • We support the possibility for a new body to reject proposed Bylaw changes after their approval by the ICANN Board, but only before they come into effect.
Steve DelBianco [GNSO - CSG]: (12:15) so that would NOT be divergence, in my view
Keith Drazek: (12:15) Thanks Steve. I agree. We should insert that part of their comment into the table.
Jordan Carter (.nz, rapporteur): (12:16) But remember: rejecting proposed bylaws changes is Qu 9
Jordan Carter (.nz, rapporteur): (12:16) This is the co-decision in favour of fundamental bylaws or changes to them
Jordan Carter (.nz, rapporteur): (12:16) I don't know how carefully people have seen the distinction
Holly Gregory: (12:21) in leaf how procedural impasse would arise here
Steve DelBianco [GNSO - CSG]: (12:21) delay a bylaws change? That's the point of community power to approve/block !
Holly Gregory: (12:22) that was "unclear how procedural impasse would arise" re bylaw review
Steve DelBianco [GNSO - CSG]: (12:23) Agree, Keith. I think we (CCWG) shoudl make that counterpoint in response to that idea of limiting the number of non-approval or veto votes
Steve DelBianco [GNSO - CSG]: (12:25) sometimes bylaws changes are suggested by ATRT or other review team.
Steve DelBianco [GNSO - CSG]: (12:27) Berry Cobb creates amazing Gantt charts. Berry -- can you do one for this
Berry Cobb: (12:29) I'll have to take a look
Rosemary Fei: (12:35) California law reuires members to be persons -- legal persons.l
Holly Gregory: (12:35) members must be legal persons
Rosemary Fei: (12:36) So you can't evenhave a membership model without persons to be members..
Greg Shatan: (12:37) Holly/Rosemary -- what about designators?
Rosemary Fei: (12:38) California law on whether designators must be persons is less clear. Arguably, designators must also be persons.
Avri Doria: (12:40) calling it voluntary minimizes its power.
Avri Doria: (12:40) no Board can stand up to the collected disapproval of the SOAC.
Holly Gregory: (12:41) membership requires personhood. human or legally recognized entity
Rosemary Fei: (12:41) @avri, happy to come up with a different word than "voluntary" -- suggestions?
Avri Doria: (12:41) the multstakeholder model
Steve DelBianco [GNSO - CSG]: (12:41) "Advisory" is the word
Avri Doria: (12:41) ( :
Jordan Carter (.nz, rapporteur): (12:42) All of these are multistakeholder, Avri
Josh Hofheimer (Sidley): (12:42) +1 Jordan
Jordan Carter (.nz, rapporteur): (12:42) none of the models proposed have sought to change that
Holly Gregory: (12:42) also, please remember that without enforceability you have a voluntary system that relies on everyone behaving. seems to me that there is not that level of trust
Avri Doria: (12:42) By my definitons, except for individual memebrship, these models are less so.
Jordan Carter (.nz, rapporteur): (12:43) they're less so because the stakeholders have more authority?
Avri Doria: (12:43) becaseu groups insteqad of stakeholders hold the pwoer.
Avri Doria: (12:43) this is a multstakeholder group model, but not a multistakeholder model.
Jordan Carter (.nz, rapporteur): (12:43) it's one group or another right - either the board, or the stakeholder groups?
Holly Gregory: (12:43) apologies all. I'm boarding a plane and will drop off soon. will listen in for as long as I can
Avri Doria: (12:44) or rather less of a multistkaholder model.
Avri Doria: (12:44) Holly, good flight.
Holly Gregory: (12:44) thanks @Avri!
Jordan Carter (.nz, rapporteur): (12:44) see you, Holly
Avri Doria: (12:45) how about we neutraly call is the ByLaw model.
Holly Gregory: (12:45) agreed. that is the debate.
Josh Hofheimer (Sidley): (12:46) @Avri, not sure "Bylaw" model works because the other models also assume enumeration of the powers in the bylaws.
Avri Doria: (12:46) but they requrie change to the Artciles.
Josh Hofheimer (Sidley): (12:46) What about "Board Dependency Model"
Josh Hofheimer (Sidley): (12:47) @Avri, I think at the end of the day, all three models will result in changes both to the articles and the bylaws.
Avri Doria: (12:47) that is prejudical. it is dependent on the whole system not just the board.
Rosemary Fei: (12:47) I don't think I follow the distinction between a multistakeholder model, and a multistakeholder group model. And I thought all the models under discussion involve multiple stakeholders
Jordan Carter (.nz, rapporteur): (12:48) Rosemary, me too
Jordan Carter (.nz, rapporteur): (12:49) or I should have said, me neither
Holly Gregory: (12:49) without enforceability for member or designator powers you have the current board dependent model
Josh Hofheimer (Sidley): (12:49) @Avri, but in the "unnamed model!" the choke point is at the Board. The model 'depends' on the Board complying with the decisions of the IRP, or the byaws themselves, because there are no enforceable measures for a community group, to directly enforce or enjoin the Board
Avri Doria: (12:49) i will have to get to that explanation. in this case it centers who who is the member.
Berry Cobb: (12:49) Greg, you are breaking up
Steve DelBianco [GNSO - CSG]: (12:50) I doubt our global commuity will be comforted at the idea of California Attorney General being our advocate. We (Members) need standing to enforce community powers.
Holly Gregory: (12:50) agree @Steve
Stephanie Petit: (12:51) Please recall that California AG in California generally concerns itself with misspending of charitable assets, not necessarily other governance issues.
Adam Peake: (12:51) Is the conversation needed before the group starts explaining to their communties in BA?
Rosemary Fei: (12:51) The CA AG, based on past experience, will only engage if substantial misuse of charitable assets is involved. Of course, intervention in ICANN might be treated differently, but historically, no interest in the CA AG unless large amounts of charitable assets involved
Holly Gregory: (12:52) I hate to leave this discussion -- I greatly appreciate this process. by all
Stephanie Petit: (12:52) AG has discretion on whether to involve itself.
Steve DelBianco [GNSO - CSG]: (12:53) @Stephanie -- yet another reason the global stakeholders should not rely on the AG
Jordan Carter (.nz, rapporteur): (12:53) Relying on a public official to guarantee ICANN follows its rules would not be consistent with what we are trying to do here
Rosemary Fei: (12:54) Reliance on the CA AG has generally not been an essential part of our advice and recommendations in developing the reference model, or any other models. It's there, but definitely a bit of a wildcard.
Rosemary Fei: (12:55) AG enforcement was the "it" that's there in prior comment.
Rosemary Fei: (12:55) And probably more accurate for me to say that relying on AG has not be part of our advice at all. I was being too lawyerly the first time.
Rosemary Fei: (12:59) The law requires members to approve amendments to the Articles of Incorporation. See "member rights" chart.
Greg Shatan: (13:01) Steve, that is a great point. The level of flexibility should be left where it is. The Bylaws should not become topheavy.
Rosemary Fei: (13:01) Unlike bylaws, where the members may take the power to amend awy from the Board entirely, amendments to Articles require both members AND board to approve
Greg Shatan: (13:01) These could be preserved as implementation suggestions for a future time.
Jordan Carter (.nz, rapporteur): (13:03) I think that the approach proposed in our proposal is the right one - possibility of challenge
Steve DelBianco [GNSO - CSG]: (13:07) here is what I put in as an additional bullet: Whether to require ICANN to implement review team recommendations, or rely upon community powers to challenge a board decision not to implement a recommendation (CCWG proposal)
Jordan Carter (.nz, rapporteur): (13:10) Staff - please move screen to Qu 12
Berry Cobb: (13:11) I'm there on my side
Jordan Carter (.nz, rapporteur): (13:11) The adobe room is showing qu 11 still
Berry Cobb: (13:12) there now?
Rosemary Fei: (13:12) Now black screen
Berry Cobb: (13:13) I must be having a network issue
Steve DelBianco [GNSO - CSG]: (13:17) Agree, Fiona
Jordan Carter (.nz, rapporteur): (13:18) Is there any way for the screen problem to be fixe?
Jordan Carter (.nz, rapporteur): (13:18) fixed?
Berry Cobb: (13:18) It is still dark?
Steve DelBianco [GNSO - CSG]: (13:18) Shareholders can spill a board without restriction on the reasons for their voting, right?
Jordan Carter (.nz, rapporteur): (13:19) Yes, they can Steve
Steve DelBianco [GNSO - CSG]: (13:19) while waiting for Adoeb, I suggest you open the Google Doc in your browser: https://docs.google.com/document/d/1ViLPAuc_80PEgSqJ2sFJhwyM1gJ7HSlN115kT0YjUHM/edit?usp=sharing
Greg Shatan: (13:21) i think that counsel can help us with the post-spill issue. We are not the first to go down this road.
FIONA ASONGA (ASO): (13:21) Yes Greg
Rosemary Fei: (13:22) It's on counsel's internal list of things that will eventually need to be addressed.
Avri Doria: (13:26) i agree we should not single out particlar comments, but should proceed through them in order.
Steve DelBianco [GNSO - CSG]: (13:27) Agree, Avri
Avri Doria: (13:27) btw on the word to substitute voluntary with cooperative
Avri Doria: (13:32) i would take rewasnably happpy to include a wreadiness to take on more writing assignments. not so sure about that.
Avri Doria: (13:32) smiley was more of a "ok"
Adam Peake: (13:33) There are also new comments I would like to introduce/mention. Form the extended comment period
Avri Doria: (13:34) yes Adam, new comments are an important issue.
Avri Doria: (13:34) seems like they could even be a priority
Adam Peake: (13:41) And you will see they have a new numbering scheme for the paragraphs. Not sure if that works, but it does distinguish them
Alice Jansen: (13:42) Yes - we will insert the comments into gDOC
Avri Doria: (13:43) in WP2 they coined the mterm voluntell, voluntold ...
Steve DelBianco [GNSO - CSG]: (13:44) Thanks to all
Avri Doria: (13:44) thanks and cooperative model works quite well for me. good travel s.
Rosemary Fei: (13:44) Bye, all.
FIONA ASONGA (ASO): (13:44) Thank you
Jordan Carter (.nz, rapporteur): (13:44) see you all
Josh Hofheimer (Sidley): (13:44) bye all and safe travels