Members: Avri Doria, Cheryl Langdon-Orr, Donna Austin, Eduardo Diaz, Greg Shatan, Jonathan Robinson, Lise Fuhr, Olivier Crepin-Leblond, Paul Kane, Seun Ojedeji (10)
Participants: Alan Greenberg, Allan MacGillivray, Chuck Gomes, Jian Chang, Martin Boyle, Mary Uduma, Matthew Shears, Philip Corwin, Sabine Meyer (9)
Legal Counsel: Josh Hofheimer, Rebecca Grapsas, Sharon Flanagan, Yael Resnick (4)
Staff: Berry Cobb, Brenda Brewer, Grace Abuhamad, Marika Konings, Nathalie Vergnolle, Trang Nguyen, Yuko Green
Apologies: Andrew Sullivan, Kavouss Arasteh, Maarten Simon, Jaap Akkerhuis
**Please let Brenda know if your name has been left off the list (attendees or apologies).**
Agenda
1. Status Update
2. Implementation Update
3. Key Issues (with Sidley)
• PTI Articles of Incorporation
• PTI Governance Documents
- Conflict of Interest Policy
- Board Code of Conduct
- Expected Standard of Behavior
• PTI Bylaws (including Annex C)
• Naming Functions Contract
• Intercompany Agreement (headers now available)
• RZERC Charter
• IANA IPR
4. Client Committee
5. AOB
Notes
1. Status Update
- High-intensity period (more calls that usual).
- IOTF calls have been cancelled since the CWG is meeting more frequently.
- Sidley has been assisting with PTI implementation, working directly with ICANN and providing updates as work progresses.
- Review of action items from last meeting.
Action (Chairs): CWG to submit Sidley's comments on PTI Articles and Bylaws as part of the CWG's public comment submission (see table provided by Sidley for further detail).
Action (Greg): Provide language on PTI purpose to be coordinated in Articles and Bylaws.
2. Implementation Update
- Presented by Trang Nguyen
Action (ICANN): ICANN to provide some slides or documentation on process for public comment proceedings and next steps in finalization of documents.
3. Key Issues
- Sharon Flanagan to present table compiled by Sidley with issues on PTI Articles and Bylaws.
- Language on purpose still needs to be developed.
PTI Articles of Incorporation
- #1 (purpose) -- still needs to be resolved
- #2 (amendments) -- 4/5 voting threshold proposed by Sidley received support from Chuck and Paul and no objections.
PTI Bylaws (including Annex C)
- #1 (principal office) -- no comments on Sidley recommendation.
- #2 (purpose) -- still needs to be resolved
- #3 (purpose) -- no comments on Sidley recommendation.
- #4 (director qualifications) -- broad definition of diversity for NomCom to consider in addition to qualification criteria
- #5 (board chairperson) -- no comments on Sidley recommendation.
- #6 (terms of directors) -- three year term appears acceptable (no comments on Sidley recommendation).
- #7 (term limits) -- suggestion to borrow language from ICANN bylaws. Chuck suggests to have 2 term limits (for a three year term). Paul and Donna support this suggestion.
- #8 (supermajority) -- same as 4/5 threshold in Articles
- #9 (board fees) -- expense reimbursement is acceptable
- #10 (board committees) -- same as 4/5 threshold in Articles
- #11 (budget and strat plan) -- timing issue to be resolved on DT-O call on Wednesday
- #12 (amendments) -- same as 4/5 threshold in Articles
Action (Sidley): Sidley to draft public comment submission having used this table as a tool for discussion of the issues on Articles and Bylaws.
PTI Governance Documents
- Redlines provided by ICANN to Sildey and CWG.
- Sidley to review and comment if necessary.
Naming Functions Contract
- Overview and mapping table presented by Trang Nguyen
Intercompany Agreement
- Headers presented by Trang Nguyen.
Action (Grace): recirculate Annex C table to the CWG-IANA.
RZERC Charter
- Alan suggested wording clarifications to the qualifications sections for the RZERC appointing orgs.
- Support for staff's efforts so far
IANA IPR
- Update by Greg Shatan
- Call next week to discuss with IETF, RIRs, and IETF Trust.
4. Client Committee
- Reliance on Sidley to work with ICANN on the naming contract and intercompany agreement.
- Other sidley work has been addressed in prior portions of this call.
5. AOB
- Next meeting at 06:00 UTC on Thursday 21 July
- DT-A/SLE Team call at 21:00 UTC on Thursday
Action Items
- Action (Chairs): CWG to submit Sidley's comments on PTI Articles and Bylaws as part of the CWG's public comment submission (see table provided by Sidley for further detail).
- Action (Greg): Provide language on PTI purpose to be coordinated in Articles and Bylaws.
- Action (ICANN): ICANN to provide some slides or documentation on process for public comment proceedings and next steps in finalization of documents.
- Action (Sidley): Sidley to draft public comment submission having used this table as a tool for discussion of the issues on Articles and Bylaws.
- Action (Grace): recirculate Annex C table to the CWG-IANA.
Transcript
Recordings
- Adobe Connect recording is available here: https://icann.adobeconnect.com/p4ugi04lua6/
- MP3 recording is available here: http://audio.icann.org/stewardship-transition/cwg-iana-19jul16-en.mp3
Documents
- Agenda Item 1. Action Items from last meeting
- Agenda Item 2. Implementation Update
- Agenda Item 3. Key Issues
- Agenda Item 3. Annex E and S Mapping.pdf
- Agenda Item 3. ICANN - PTI Services Agreement Headers - Draft as of 15 July 2016
- Agenda Item 3. RZERC Charter Summary of Comments_CWG
Chat Transcript
Brenda Brewer: (7/19/2016 08:34) Good day all and welcome to CWG IANA Meeting #83 on 19 July 2016 @ 14:00 UTC!
Eduardo Diaz (ALAC): (08:56) I will be in Adobe ONLY today.
Brenda Brewer: (08:57) Thank you Eduardo.
Martin Boyle, Nominet: (09:01) Afternoon all!
Jonathan Robinson: (09:04) Hello All. Let's begin.
seun ojedeji: (09:05) now in AC as well, though subject to connection stability
Grace Abuhamad: (09:08) Thank you Brenda!
Greg Shatan: (09:16) Sorry to be late; I've been on audio for the last few minutes.
Paul Kane: (09:16) Thanks Trang - could you arrange for the SLE Template to be populated with proposed thresholds
Lise Fuhr: (09:17) Hi all I am on audio now - sorry for being late
Cheryl Langdon-Orr (CLO): (09:18) hi Lise
Lise Fuhr: (09:19) Hi Cheryl good to see you are here
Jian Zhang~KNET: (09:23) who will enter into he Naming Functions Contract?
Olivier Crepin-Leblond: (09:25) That is great. Thank youo very much.
Lise Fuhr: (09:25) @Jian ICANN and PTI
Chuck Gomes (RySG): (09:25) Thanks Trang.
Jian Zhang~KNET: (09:26) @ Lise I see. Thank you.
Jian Zhang~KNET: (09:29) will the SLEs under development be part of the Naming Functions Contract?
Paul Kane: (09:31) ICANN staff bring back to the CWG for _approval_ or another body approves?
Paul Kane: (09:33) Thanks - clear
Chuck Gomes (RySG): (09:33) It is important that all of us in the CWG are fully aware that we will need to respond much more quickly than normal after the public comments are analyzed.
Paul Kane: (09:35) So ICANN effectively approves what CWG's interpretation is?
Paul Kane: (09:35) Thiere is a discrepency.
Paul Kane: (09:35) I agree there is a fudiciary duty but we are in formation and CWG compliance
Paul Kane: (09:40) Or the CWG sign off and request ICANN formally incorporates
Sharon Flanagan (Sidley): (09:41) I agree -- ICANN and PTI role should be a formal step at the very end -- not the substantive review
Paul Kane: (09:42) Exactly Sharon ....
Paul Kane: (09:42) I think we are all close to saying the same(ish) thing
Paul Kane: (09:44) Agree Chuck - thnaks Trang
Greg Shatan: (09:49) I've been following it at least ... can speak to that.
Grace Abuhamad: (09:50) This is the language Greg suggested on list for purpose: "The specific purpose of the Corporation is to operate exclusively for the benefit of, to perform the functions of and to carry out the purposes of the Internet Corporation for Assigned Names and Numbers (“ICANN”), namely (i) coordinating the assignment of Internet technical parameters as needed to maintain universal connectivity on the Internet; (ii) performing and overseeing functions related to the coordination of the Internet Protocol ("IP") address space; (iii) performing and overseeing functions related to the coordination of the Internet domain name system ("DNS"); and (iv) overseeing operation of the authoritative Internet DNS root server system. "
Grace Abuhamad: (09:51) Apologies -- This is the current language that Greg wanted to use as jumping off point
Paul Kane: (09:52) Greg - Please see Grace's text above
Paul Kane: (09:54) Yep - didn't know about the magic words :-)
Paul Kane: (09:55) I think Andrew covered it.... but yes this is work in progress!
Samantha Eisner: (09:55) If there is some guidance that the CWG would like to offer, we could also work with Sidley to develop language that addresses those concerns and that is also acceptable to ICANN
Chuck Gomes (RySG): (09:58) I support Sam's suggestion that ICANN legal and Sidley come up with wording to addresss the purpose issue.
Matthew Shears: (10:00) how is the purpose characterized in the ICANN PTI contract?
Matthew Shears: (10:01) the purpose should be consistent and agreed across these various docs
Chuck Gomes (RySG): (10:01) I like the 4/5 threshold
Paul Kane: (10:01) Me too!
Grace Abuhamad: (10:02) The document is unsynced
Cheryl Langdon-Orr (CLO): (10:05) that is a coomon role for a NC Yes
Paul Kane: (10:06) Yes - thansk
Paul Kane: (10:07) Thanks - got it
Cheryl Langdon-Orr (CLO): (10:07) of course Jonathan!!!
Avri Doria: (10:08) i do have a slight problem witht he fact that so often diversity is considered to be at the expense of compentence.
Sabine Meyer: (10:08) +1 Avri
Avri Doria: (10:09) Diversity is a component of competence.
Paul Kane: (10:09) That is quite a lot
Chuck Gomes (RySG): (10:09) If terms are 3 years, I think a two term limit is good.
Paul Kane: (10:09) 3 year x2
Paul Kane: (10:09) agree - Chuck
Cheryl Langdon-Orr (CLO): (10:10) they are not mutuallly exclusive criteria, Avri, but neither can one be at the "expense" of the other in some of our views...
Donna Austin, RySG: (10:10) three year term is consistent with ICANN Board Directors
Jonathan Robinson: (10:10) @Avri. I trust that you do not get that impression from me. My response was to ensure that diversity was part of the evaluation not the initial criterion as it might have appeared in looking at it in isloation.
Cheryl Langdon-Orr (CLO): (10:10) exactly !
Paul Kane: (10:11) Expensies but not compensation
Paul Kane: (10:14) Annex C ???? when does that come up?
Greg Shatan: (10:18) It was not my understanding that Annex C was being incorporated into any document. Rather, it is a yardstick for determining whether any implementation is consistent with our Principles (as set out in Annex C).
Greg Shatan: (10:19) The Annex C chart prepared by counsel was an effort to go through that exercies.
Jonathan Robinson: (10:19) @Greg. That may be a more accurate way of expressing it. Annex C being "incorprated should perhaps be better expressed as accomdated.
Paul Kane: (10:20) Sure - I recall Sidlet made specific wording suggestions for Bylawas and Contract which seemed to capture the Annex C issues.
Sharon Flanagan (Sidley): (10:20) Just a reminder that Annex S is a sample. It was not an agreed upon term sheet.
Paul Kane: (10:27) Must go - have 4-30 which I can't move
Matthew Shears: (10:27) "PTI will perform the IANA functions on behlaf of ICANN" sounds like good language for the purpose discussion
Cheryl Langdon-Orr (CLO): (10:27) .Thx Trang
Sharon Flanagan (Sidley): (10:30) That document was circulated by us.
Sharon Flanagan (Sidley): (10:30) I have to drop now. Thanks all
Grace Abuhamad: (10:33) Thanks Sharon. I will send you a copy of the notes
Chuck Gomes (RySG): (10:35) Alan's suggested changes regarding RZERC quals seems fine to me.
Alan Greenberg: (10:35) The preamble describing the RZERC probably need refinement.
Chuck Gomes (RySG): (10:36) I personally think that staff's responses to public comments on the RZERC charter are very reasonable.
Alan Greenberg: (10:44) It isn't and we should not mandate it. In any given issue, they may well want unanimity. But that is an RZERC decision.
Sabine Meyer: (10:44) It can be achieved ;)
Cheryl Langdon-Orr (CLO): (10:45) Thx Trang...
Cheryl Langdon-Orr (CLO): (10:49) Thx Greg...
Greg Shatan: (10:50) Next weeks discussion will be wth IETF, RIRs and IETF Trust, as well as Names
Grace Abuhamad: (10:51) corrected in notes
Greg Shatan: (10:51) Thanks, Grace!
Cheryl Langdon-Orr (CLO): (10:53) Thanks everyone... Good call... LOTS covered... Talk again soon, and bye for now...
Mary Uduma: (10:53) Bye All
Trang Nguyen: (10:53) Thank you everyone.
Trang Nguyen: (10:53) Bye
Greg Shatan: (10:53) Bye all!
Lise Fuhr: (10:53) Bye all and thank you
martin boyle, Nominet 2: (10:53) thanks, bye
