Attendees:
Sub-Group Members: Alan Greenberg, Cheryl Langdon-Orr, Chuck Gomes, Mary Uduma, Olivier Crepin-Leblond, Paul Kane, Xavier Calvez
Staff: Brenda Brewer, Grace Abuhamad, Trang Nguyen
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: https://icann.adobeconnect.com/p4qwuc2x2xm/
The audio recording is available here: http://audio.icann.org/stewardship-transition/iana-dto-23mar16-en.mp3
Proposed Agenda:
1. Define the financial objective(s) for PTI
a. Draft distributed by Grace:
“The financial objective of the IANA Functions / PTI is to provide financial stability and operational excellence. Financial stability is defined in this context as sufficient separation of the IANA Functions / PTI budget from ICANN’s budget to avoid any kind of negative impact on the IANA Functions / PTI Budget as a result of changes to ICANN’s budget. It furthermore is intended to capture the notion of secured funding for the IANA Functions / PTI that goes beyond one fiscal year. The objective of operational excellence in this context means that there are sufficient funds budgeted for and available to ensure that the IANA Functions/PTI are able to deliver operational excellence.”
b. Edits suggested by Paul:
“The financial objective of the IANA Functions / PTI is to provide financial stability and operational excellence. Financial stability is defined in this context as sufficient financial independenceseparation of the IANA Functions / PTI budget from ICANN’s budget to avoid any kind of negative impact on the IANA Functions / PTI Budget as a result of changes to ICANN’s budget by PTI having a dedicated bank account and dedicated financial resources. It furthermore is intended to capture the notion of secured funding for the IANA Functions / PTI that goes beyond one fiscal year. The objective of operational excellence in this context means that there are sufficient funds budgeted for and available to ensure that the IANA Functions/PTI are able to deliver operational excellence.”
c. Comments:
i. Note that in our last call we decided to avoid the term ‘financial independence’ because ICANN will be funding PTI.
ii. Also note Xavier’s list comment that it may not be a good idea to include a specific solution (e.g., ‘bank account’) in the Bylaws.
d. Discussion
e. Other edits? Final version?
2. Develop a recommendation for ensuring multi-year continuity of IANA Services funding
a. Brainstorm ideas
i. Paul’s suggestion:
- “. . . require a bylaw to be included in constitution of the company to ring fence a subsidiary's financial resources.”
- Proposed bylaw language: “To respect the operational and financial autonomy of the IANA/PTI service to the community, the Board of ICANN shall provide an arms-length mechanism for the management board of PTI to be able to undertake the independent financial administration and accountability of PTI by ensuring a dedicated rolling three year reserve for future expenses and contingencies reasonably related to the legitimate activities of PTI.”
- Discussion
ii. Other suggestions?
b. Agree on a process for determining a DT-O recommendation
c. If we are going to suggest any bylaws language, we only have a week to get that done, including getting CWG support.
3. Develop a process for development and approval of the IANA Services budget.
a. Xavier will be meeting with Elise next week to discuss how she would like to participate in this task.
b. It seems best to wait until we have feedback from Elise before working on this process.
c. Discussion
4. Developing a Caretaker Budget
a. In the previous DT-O call it was decided that DT-O and the CCWG Accountability sub-team working on CCWG budget issues will work together as they develop separate Caretaker Budgets for IANA and ICANN respectively.
b. Xavier will prepare some ideas with both groups for consideration.
c. Discussion
d. In the meantime, the two groups will work independently.
5. AOB
6. Next meetings
a. It seems necessary to have another call this week if we are going to recommend any bylaws language for item 2 above.
b. Should we plan two meetings a week for now, just not on back to back days?
c. Will either of the times we met last week and today work on a regular basis going forward?
i. 20:00 UTC | Thursday (4 pm EDT, 1 pm PDT)
ii. 17:00 UTC | Wednesday (1 pm EDT, 10 am PDT)
iii. Do we need a Doodle poll?
d. Action items?
Notes
1. Define the financial objective(s) for PTI
- Staff provided a draft
- Paul Kane provided edits
- Xavier suggested to not include specific solutions (e.g. bank account) in the Bylaws.
- As much as possible, Cheryl suggests avoiding a Bylaw recommendation because there is a tight timeline for the Bylaws
to be drafted and submitted to NTIA. - Alan suggests "isolation" instead of "separation" or "independence" since "separation" has a loaded context in the CWG-Stewardship.
- Context for Paul's edits: good practice in the UK is to pre-determine funds in the company's governing documents, as opposed
to settings them aside at a later stage (which could be illegal in the UK system). - Paul: we want to make sure that the funds in the ICANN budget are specifically allocated to PTI.
- Alan: Need to be able to ensure continuity of IANA operations should ICANN face extreme financial issues (bankruptcy, etc)
Wording for draft financial objective:
The financial objective of the IANA Functions / PTI is to provide financial stability and operational excellence. Financial stability
is defined in this context as [segregated from / sufficient isolation of] the IANA Functions / PTI budget from ICANN’s budget to
avoid any kind of negative impact on the IANA Functions / PTI Budget as a result of changes to ICANN’s budget. It furthermore
is intended to capture the notion of secured funding for the IANA Functions / PTI that goes beyond one fiscal year. The objective
of operational excellence in this context means that there are sufficient funds budgeted for and allocated to ensure that the IANA
Functions/PTI are able to deliver operational excellence.
Action: All to review text for financial objective.
2. Develop a recommendation for ensuring multi-year continuity of IANA Services funding
- Paul: necessary that the affiliate body is sufficient, that staff are paid from PTI, not ICANN.
- Could this by managed without a Bylaw? Chuck notes trust issues within the gTLD and ccTLD registries communities.
- Cheryl prefers to not have a Bylaw as long as implementation can be designed to meet needs.
Action (Chuck/Grace): send language to CWG+Client Committee+ Bylaws Drafting team so that they can prepare draft language
for inclusion in the Bylaws. Chuck will also communicate with Becky directly.
- Xavier: What are the requirements that need to be put in place that could acheive what a bank account could achieve, but a
bank account is a pre-determined solution that skips the requirements phase of the rationale. - Xavier: There are different rules attached to an escrow account (in comparison to a bank account).
- Alan: We don't want to identify the solution, we want to identify the problem/target for which we are trying to solve
- Paul: Board of PTI should have control over the funding that is assigned to it by ICANN
- Chuck: do we need to recommend that a task force needs to be formed to deal with the details on how to implement our objective?
3. Develop a process for development and approval of the IANA Services budget
Awaiting feedback from Elise on how to involve her Team.
4. Developing a Caretaker Budget
Discussion involves CCWG
6. Next meetings
20:00 UTC on Wednesday and Friday next week, Tuesday and Thursday following week
Xavier is on holiday through next Tuesday
Action Items
- Action: All to review text for financial objective.
- Action (Chuck/Grace): send language to CWG+Client Committee+ Bylaws Drafting team so that they can prepare
draft language for inclusion in the Bylaws. Chuck will also communicate with Becky directly.
Chat Transcript
Brenda Brewer: (3/23/2016 11:41) Good day all and welcome to the DT-O Meeting #10 on 23 March 2016 @ 17:00 UTC!
Brenda Brewer: (11:59) Cheryl and Oliver are on audio at this time.
Chuck Gomes: (12:01) Hello
Brenda Brewer: (12:01) Yes!
Paul Kane: (12:05) Mine is a first draft - I am not wedded to any language
Paul Kane: (12:06) Bank account not for Bylaw
Cheryl Langdon-Orr (CLO): (12:08) Perhaps Unincumbered is a term Alan??
Cheryl Langdon-Orr (CLO): (12:10) We all agree with that Aim @Paul
Cheryl Langdon-Orr (CLO): (12:12) Reserve of Allocated funds for oportional expenses of the INA Functions in keeping with a current Budget (as reviewed from tme to time) and a reserve os X years
Cheryl Langdon-Orr (CLO): (12:13) SHOULD READ IANA not INS and of coure too many typos but I am typing in the dark here at 0413 :-)
Cheryl Langdon-Orr (CLO): (12:15) yup our enclve of lawyers is on today
Cheryl Langdon-Orr (CLO): (12:15) time is a ticking ;-)
Alan Greenberg: (12:16) independence or isolation.
Cheryl Langdon-Orr (CLO): (12:18) Use the notes pod as Grace is
Trang Nguyen: (12:21) "sufficient isolation"
Paul Kane: (12:22) segreatated from
Cheryl Langdon-Orr (CLO): (12:22) That works for me Trang
Cheryl Langdon-Orr (CLO): (12:22) yes segregated also wrks...
Alan Greenberg: (12:25) It does not have to be segregated from the overall ICANN budget in the operational case. We need toensure that in the case of problems, segregated isolated money is available. The same with financial staff. I am happyto use ICANN staff, but in the case of ICANN being put into bankrupcy, we would need new distinct group.
Alan Greenberg: (12:28) Separate issue...
Paul Kane: (12:30) Olivier +1 ... exactly. Which is why PTI is independent from ICANN
Paul Kane: (12:31) (PTI staff need to be seperate from ICANN)
Paul Kane: (12:32) I am not sure staff will like that but that is why it is essenatial there is financial stability to PTI
Olivier Crepin-Leblond: (12:34) indeed -- if we separate PTI funding but keep staff in ICANN then we have a non workable solution if ICANN is unable to fullfill its obligations for whatever reason
Cheryl Langdon-Orr (CLO): (12:44) good tming Avier welcome... OCL I assume that is contractual not ByLaw per se
Cheryl Langdon-Orr (CLO): (12:44) sorry typo to you name Xavier
Grace Abuhamad: (12:44) I still have @Xavier's hand as raised.
Olivier Crepin-Leblond: (12:45) Contractual might be if it was purely a business relationship. With a wholly owned subsidiary, where ICANN relies on PTI for a core function it might need a bylaw. But I don't know
Cheryl Langdon-Orr (CLO): (12:47) I understand your concerns @Huck. thus a high level ByLaw tht further ensures that the IANA services * and its associated excellence) is maintained. Maybe an Ensure that the deployment / action of its Mission text from te lawyer huddle going on this week that is the minimalist => " ICANN shall ensure that ... ... .. ... of allocated funds for x years to ... ... ... "
Xavier: (12:47) speaking. but. you cannot hear me
Grace Abuhamad: (12:47) Is your mic connected?
Xavier: (12:48) yes it is
Xavier: (12:48) o. Adobe only.
Olivier Crepin-Leblond: (12:48) forget adobe
Olivier Crepin-Leblond: (12:48) :-)
Xavier: (12:48) my cell
Grace Abuhamad: (12:48) On our end, it looks like your audio isn't connected. Can we dial your cell?
Xavier: (12:49) can you call my cell
Brenda Brewer: (12:49) Private chat me please Xavier.
Grace Abuhamad: (12:49) ok will do
Grace Abuhamad: (12:49) I'll get the number to you Brenda
Brenda Brewer: (12:49) ok
Paul Kane: (12:50) I think the consensus is to have language drafted by professionals to capture intent - we can consider it draft and consult with CWG.
Paul Kane: (12:50) Agree Chuck
Cheryl Langdon-Orr (CLO): (12:51) agree totally @chuck
Olivier Crepin-Leblond: (12:51) yup
Cheryl Langdon-Orr (CLO): (12:52) yes we are aware of that grace the Legal team needs a heads uo today at the same time so they can get ahead a tad
Olivier Crepin-Leblond: (12:53) How about proposing the CWG a 24H or 48H consensus call on CWG mailing list so as to make sure we are not delayd?
Brenda Brewer: (12:53) Xavier has audio connection now
Cheryl Langdon-Orr (CLO): (12:53) Yes the client cmmittee needs toformlise so this needs to be sme stuff in prralell
Olivier Crepin-Leblond: (12:53) we could always send to the LA Team ASAP & in parallel issue the consensus call on the CWG mailing list?
Paul Kane: (12:53) Chuck - as Chair send note to all interested parties with a qualification - we need CWG approval on the text suggested by the professionals
Olivier Crepin-Leblond: (12:53) use this thing called... email. I hear it's pretty fast :-)
Cheryl Langdon-Orr (CLO): (12:54) Exactly Grace / Chuck
Chuck Gomes: (12:55) Email? What is that?
Cheryl Langdon-Orr (CLO): (12:55) LOL
Cheryl Langdon-Orr (CLO): (12:56) Refer more to IANA Seevices yes
Cheryl Langdon-Orr (CLO): (12:57) works for me Xavier
Cheryl Langdon-Orr (CLO): (13:02) Surely PTI would need 'ongoing Draw Dawn rights" for these reserved funds in watever form it ends u being (escrow or other)
Cheryl Langdon-Orr (CLO): (13:03) and of course it woud make sence if money could make mney woth some sort of interest bearing and that too should go to INA Setvices activities
Cheryl Langdon-Orr (CLO): (13:03) should read Draw Down
Cheryl Langdon-Orr (CLO): (13:03) ans IANA
Paul Kane: (13:12) Bucket - controlled by signatories that are the Board of PTI (not ICANN)
Alan Greenberg: (13:14) I presume that Paul was talking about a bank account under the sole control of the PTI Board/staff.
Paul Kane: (13:14) Yes Alan - correct
Cheryl Langdon-Orr (CLO): (13:15) yup I tend towards ESCROW
Paul Kane: (13:16) With an Escrow -it is the release terms that have to be clear and specific ... which can be problematic .....
Paul Kane: (13:19) No - the Administrator must authorise/approve the release terms. Formal Escrow accounts can be problematic. We are just wanting financial stability of IANA service contractor.
Paul Kane: (13:19) (in UK!!)
Cheryl Langdon-Orr (CLO): (13:21) agree Alan
Olivier Crepin-Leblond: (13:22) Have we not agreed on the goal already? Paul has mentioned it several times.
Olivier Crepin-Leblond: (13:23) But WHO will decide on an implementation for reaching that goal?
Alan Greenberg: (13:25) I am not at all sure ANYONE should decide on the details forever and ever. The implentation may chnage over time.
Alan Greenberg: (13:25) ANYONE now, that is.
Olivier Crepin-Leblond: (13:26) both times are fine with me
Cheryl Langdon-Orr (CLO): (13:26) I'm ok with either time NOT a new doodle
Alan Greenberg: (13:26) Either time ok, barring conflicts
Paul Kane: (13:27) As a starting point the draft budget prepared by ICANN is excellent for IANA Service operator. The responsibilioty of PTI Board is to ensure the Budget for IANA.
Olivier Crepin-Leblond: (13:27) flexible -- no preference
Paul Kane: (13:29) I have a day job!! so can't be on all calls
Paul Kane: (13:29) on same day .....
Alan Greenberg: (13:31) I have to leave. Bye.
Paul Kane: (13:31) Thanks all - bye..... I can't do Thursday CWG and DTo...
Paul Kane: (13:31) cu
Cheryl Langdon-Orr (CLO): (13:31) good call Bye for now
