October 2015 - Accountability-Cross-Community

Continued Counsel Dialogue
by Gregory, Holly Oct. 2, 2015

Oct. 2, 2015

Dear CCWG, As you know, very late last night we received an email from Jones Day with a memo attached. The note from Jones Day indicated that the memo was provided in the interest of continuing the dialogue between counsel, and we took it in that spirit and replied as set forth below. We understand that the memo was shared with you earlier today. Please note that while we have not yet had a chance to fully review and respond to the memo, it is fair to say that we have a somewhat different view on the key issues. We thought you would want to know. Warm regards, Holly and Rosemary HOLLY GREGORY Partner Sidley Austin LLP +1 212 839 5853 holly.gregory(a)sidley.com<mailto:holly.gregory@sidley.com> From: Gregory, Holly Sent: Friday, October 02, 2015 5:33 AM To: Kate Wallace; Rosemary E. Fei Cc: Lizanne Thomas; jlevee(a)jonesday.com; Kevin B Espinola; John Jeffrey; samantha.eisner(a)icann.org Subject: RE: Continued Counsel Dialogue Hi Kate, Many thanks for this. Please let us know if it would be helpful to have a call to discuss. We continue to have a somewhat different view on some of these issues but would very much like to attempt to close the gaps. Kind regards, Holly Sent with Good (www.good.com<http://www.good.com>) ________________________________ From: Kate Wallace Sent: Thursday, October 01, 2015 10:49:24 PM To: Gregory, Holly; Rosemary E. Fei Cc: Lizanne Thomas; jlevee(a)jonesday.com<mailto:jlevee@jonesday.com>; Kevin B Espinola; John Jeffrey; samantha.eisner(a)icann.org<mailto:samantha.eisner@icann.org> Subject: Continued Counsel Dialogue Dear Holly and Rosemary, In an effort to continue our dialogue, please see the attached document responding to some of the issues raised in the slides you distributed on 29 September 2015. Thanks, Kate Kate Wallace Partner JONES DAY® - One Firm Worldwide℠<https://urldefense.proofpoint.com/v2/url?u=http-3A__www.jonesday.com_&d=CQM…> 555 S. Flower Street, 50th Floor Los Angeles, California 90071 Office +1.213.243.2536 kwallace(a)jonesday.com<mailto:kwallace@jonesday.com> ========== This e-mail (including any attachments) may contain information that is private, confidential, or protected by attorney-client or other privilege. If you received this e-mail in error, please delete it from your system without copying it and notify sender by reply e-mail, so that our records can be corrected. ========== **************************************************************************************************** This e-mail is sent by a law firm and may contain information that is privileged or confidential. If you are not the intended recipient, please delete the e-mail and any attachments and notify us immediately. ****************************************************************************************************

1 0

Re: [CCWG-ACCT] Documents for Posting for CCWG-ACCT
by Grace Abuhamad Oct. 2, 2015

Oct. 2, 2015

Hi Holly, The revised slides from last week were indeed posted (see follow-up to request #66). Thank you for your memo on statutory rights. I will post that now as received for request #67. For all requests tracking, please see https://community.icann.org/x/OiQnAw. Best, Grace From: <accountability-cross-community-bounces(a)icann.org> on behalf of Holly Gregory <holly.gregory(a)sidley.com> Date: Friday, October 2, 2015 at 3:38 PM To: "leonfelipe(a)sanchez.mx" <leonfelipe(a)sanchez.mx>, Thomas Rickert <thomas(a)rickert.net>, Mathieu Weill <mathieu.weill(a)afnic.fr>, Accountability Cross Community <accountability-cross-community(a)icann.org> Cc: Sidley ICANN CCWG <sidleyicannccwg(a)sidley.com>, ACCT-Staff <acct-staff(a)icann.org>, ICANN-Adler <ICANN(a)adlercolvin.com> Subject: [CCWG-ACCT] Documents for Posting for CCWG-ACCT Thomas, Mathieu and Leon and CCWG,, In addition to slides comparing the Sole Member, Sole Designator and Board Proposal from last week (which we understand did not get posted yet) , we are providing a memo as requested in LA that discusses how the statutory rights of a member can be constrained in the Sole Member model. Kind regards, Holly and Rosemary HOLLY GREGORY Partner Sidley Austin LLP +1 212 839 5853 holly.gregory(a)sidley.com **************************************************************************** ************************ This e-mail is sent by a law firm and may contain information that is privileged or confidential. If you are not the intended recipient, please delete the e-mail and any attachments and notify us immediately. **************************************************************************** ************************

1 0

Notes-Recordings-Transcript links for WP5 Meeting #5 on 2 October
by Brenda Brewer Oct. 2, 2015

Oct. 2, 2015

Hello all, The notes, recordings and transcripts for the WP4 Meeting #6 held on 2 October will be available here: https://community.icann.org/x/qpJYAw Thank you. Kind regards, Brenda Action Items ACTION ITEM - Add wording - internationally recognized human rights laws and standards - and wait for our public comment assessment to establish next steps. Notes These high-level notes are designed to help you navigate through content of the call and do not substitute in any way the transcript. There appears to be consensus position that ICANN should respect human rights. Most of the comments reflect concern on whether we should be able addressing this as a WS1 issue. Concerns also raised regarding mission: it may broaden ICANN's mission. Public comments take us through path of not being able to establish language in Bylaws but rather commit us to work as part of WS2. Feedback: - Is there consensus that we should not have language for WS1? That is not what I am reading. --> We have consensus on addressing human rights. My reading is that while most of comments support having language included into bylaws as part of WS1, contributors raise concern that it may lead to consequences we should first analyze. It is unclear whether it should be a Bylaw change or if it is a commitment to further work at later stage. - We have consensus on commitment. Next steps would be for us to provide framework. We should provide a rationale and continue our work to frame discussion. We should first go through comments and if this group agrees to add language in Bylaws - we will move forward. - We need to take into account comments and understand where points of divergence. We need to come up with proposed language. - Let's aim for drafting Bylaw language instead of high level commitment after careful analysis of comments. Agreement on wording needed. --> Many comments did not agree on cherry picking rights but also comments that we should refer to UN declaration of rights. - We need to be focusing on public comment. - We should be mindful of implementation. MOVING FORWARD - Review public comments and draft assessment paper Volunteers: Ellen Blackler - Leon Sanchez - Marilia Maciel - Matthew Shears - David McAuley - Greg Shatan - Niels Ten Oever - Tatiana Tropina * Assessment should be completed by Oct 7 * Discuss on call Oct 8 * Follow discussions online Oct 9-11 * Deliver Oct 12 Use J. Zuck template for analysis. Volunteers should go through all 26 comments. Additional call to be scheduled for Oct 6 - Suggestion to classify comments ourselves - Suggestion to color code Discussion of option 2 "Within its mission and in its operations, ICANN will be committed to respect internationally recognized fundamental human rights. - There is difference between respect and protect. - Will must be replaced with shall. --> Lawyers will determine appropriate language. - History around shall is being replaced. Recognize international fundamental rights. - Fundamental is too narrow. General would cover all. - Fundamental rights is a separate concept to human rights. Removing reference to fundamental is not something we discussed. Use internationally recognized human rights. - Problematic when need to define fundamental. - Confirm most international and neutral wording with lawyers - The text of the Council of Europe Declaration on ICANN which I referred to on Saturday says internationally recognized human rights laws and standards." --> This could be a compromise. - It does not make reference to standards. ACTION ITEM - Add wording - internationally recognized human rights laws and standards - and wait for our public comment assessment to establish next steps.

1 0

Notes-Recordings-Transcript links for WP2 Meeting #12 on 2 October
by Brenda Brewer Oct. 2, 2015

Oct. 2, 2015

Hello all, The notes, recordings and transcripts for the WP2 Meeting #12 held on 2 October will be available here: https://community.icann.org/x/5Z5YAw Thank you. Kind regards, Brenda Notes These high-level notes are designed to help you navigate through content of the call and do not substitute in any way the transcript. para 187 vs contract enforcement is a misunderstanding which can be corrected. Propose a clarification that any voluntary commitments (contracts) and consensus policies can be enforced. Need to better understand ALAC comment on this. AG- discussions about PICs and with NCSG that the TLD and domain names themselves are content and cannot be controlled and this could be interpreted by some as restricting ICANN from limiting things like confusingly similar. BBurr - a clear reference that consensus policies are within the ICANN mission would fix this concern? AG - ideally yes but practice no DM - issues is more about domain names vs TLDs. BB - need to clearly describe what is consensus policies. 187 had a lot of support when drafted.Removing it could cause major issues. Would be good to have volounteers to work on language. DM - Would be good to group issues. 187 may relate to Stress test 29 and 30. KA - does not support 187 language is not clear BB - This text has been present for a very long time. Asha H - what is absolute prohibition. BB - ICANN has enumerated powers, if not listed it is not in ICANN powers..Intends to say ICANN must act within its mission. GS - There are some issues with the language - Bylaws drafting is an issue how we get from this to bylaws language - may be more useful to look at this more as properly defining the concepts (BB agrees).. In this language AS REASONABLY APPROPRIATE - unclear on relationship between mssion and bylawws - gives broad rights. Second sentence - regulation not defined. usually a unilateral act over what is covered - inherent flaw is that ICANN cannot regulate anything. Do regulation and enforcement overlapp etc. Willing to volunteer to improve this as per consensus. Avri Doria: we recommend: "ICANN shall not engage in or use its powers to regulate services that use the Internet's unique identifiers, or the content that they carry or provide." Kavouss Arasteh: icann shall act in accordance with its mission and shall not be engaged in or attempt to regulate the services that use the Internet ;s unique identifier ,or the content that they carry or provide BB - need language to instruct lawyers drafting. KA - does not support HAVE NO POWER. needs to be simpler.jorge cancio (GAC Switzerland): Please add for the record in the Notes of the meeting: I have an issue of process. According to the Roadmap distributed by the Co-Chairs up to Dublin we should identify areas of consensus, areas of refinemente, areas of divergence and potential options. We should do this in writing. jorge cancio (GAC Switzerland): Otherwise, as has happened before, the decisions taken by this WP are not traceable for people not able to participate. AD - re NCSG proposal - If we are considering changing it we should consider all proposals. BB - summary - The approach of enumerated powers has no oppostion. There is concern with the language itself regarding complexity and possibly of implementation. There are several suggeestions for modifications. There are concerns that the language could be interpreted as limiting ICANNs ability to enforce consensus policy and freeely entered into agreements. GS - agree with summary. also issues around definin=g content and what ICANN does with respect to content currently. Willing to volounteer. BB - GS, KA and DM to work on reviewing vs comments. BB - move on to not having imported the entire affirmation of comm. text into this.. Need a decision to take the text out of here and put in the Review section - which seemed to be the best way to do this - there were several comments regarding this. Need to review the purpose this language serves and how to handle it. SDB - your description is accurate - have separated out AOC reviews into commitments and Bylaws. BB - will produce document on this point for the group to consider. AG - ALAC commented on removal of consumer trust. KA - 1 deterministic language is not acceptable - 2 private sector issue - there are 4 categores of the community Private sectror, Civil society, Tech. comm- academia and govts. BB - noted BB - consumer trust issue was in there and will be included in the write up. GS - Missing a sense of concordance bet AOC and our text. Need to understand where each aspect of the AOC has ended up in our propoal. Need to demanstrate clearly what has happened with the oriianl AOC. BB - concordance would be useful. AG - re Private sector defn - this list was created becasue there are many defns of private sector being used.. BB - correct. We continue to have objections froms some govts about this language. Also strong objections from commentors who took excxeption about how we addressed govt concern re how to address how GAC advice was inconsistent with Bylaws. (mutually acceptabe solution text). Propose to write this up as a whole that would clarify that at no time can ICANN act in a manner that is against the Bylaws. Volounteers? Alan Greenberg: When re-writing, please factor in ALAC and other comments related to "civil society" and users. AG - Like private sector civil society has many definitions.. There is enough confusion that it requires clarification. BB - solution to this would be to add end-users jorge cancio (GAC CH) 2: Dear Becky and Staff: please include the following suggestion in the Notes: jorge cancio (GAC CH) 2: We support a wording in Commitment number 5 that recognizes in that Commitment that Governments participate in the bottom-up public policy process and provide their advice to ICANN Board BB - last issue for today - Global public interest issue. Heard a lot about this in LA face to face that the ICANN Board is required to act in the global public interest. Need to recognize that this is defined by the bottom up multistakeholder model.. Have been clear as to how to define the globabl public interest. GS - many efforts ongoing to define this in the context of ICANN. Sceptical about the exercise as this will always be subject to interpretation. At best this will be difficult. BB - very encouraging. AG - there is no defn. public interest in the Bylaws. Suggest we do not define but give examples. BB - we do not have a defintion but in the core values we say that the bottom up Ms process is used to acertain the global public interest aaand have remove3d the other referrences to global public interest. Uncertain how we could define the global public interest - would the current approach be satisfactory AG - what we have is troublesome because the MS bottom up process to determine what is global pulic interest. BB - no the polcies developed by the bottom up MS process as the articulation of the public interest in the particular case. AG - as clarified this causes him to fully reject.. BB - providing the Board with a global public interest Trump Card would not be acceptable to many.given it may go against polcies developped by the MS bottom up process. AG - Board could not change the policy but could refuse to implement it because of global public interest. KA - Remove bottom up references in all text - any effort to constrain the GAC in any way.. cannot subornitae any category of stakeholder in any other GS - public interest includes the interest of the public and private sectors.. If we want to avoid giving the Board the trump card - then do not give it the last word on deciding what is public issue. KA - Why in 5 we do not mention Govt. BB - Private sector leadership has been in the ICANN Bylaws since very early days. But the wording was the subject of consensus but several govts have pushed back on. We need to have this discussion based on the comments jorge cancio (GAC CH) 2: Dear Becky: this organisation has evolved since its inception. At least the Government role should be included under Commitment number 5, as I suggested before Kavouss Arasteh: That was written many years ago and by one single government wthat wanted to be the sole stewwardship of the whole process but we are changing that process BB - public interest issue - RG - Use the ICANN Bottom up process to determine public interest. BB - re public interest AG - bottom up process is fine but you need a level bottom up process - those with commercial interest can participate more. GS - We are all trying to accomplish the same thing,. By defining it we may be tying the Board hands. We should not limit the list - but for those things tahat are identified we should not go against them. JC - he bottom-up process is our way to ascertain the public interest within ICANN, but the right mix and the right balance is key, including the fair consideration of civil society interests and public policy issues as fed in by the GAC BB - Will work on text for this part. Recap of the issue of public interest.. AND WILL CIRCUTLATE TO THE GROUP bb - rECAP ASSINGMENT gs AND dm PUT TOGETHER A DISCUSSION ON ENUMARATE DPOWERS BB - consumer trust - re concordance - will work with staff for next meeting.. DM will work on the Private Sector leadership and GAC consideration advice.. BB will work on global public interest (note KA request to participate).. BB - appreciate participation. AG - interested on public interest and consumer trust

1 0

Notes - Recordings-Transcript links for WP1 Meeting #24 1 October
by Brenda Brewer Oct. 2, 2015

Oct. 2, 2015

Hello all, The recordings and transcript for the WP1 Meeting #24 held on 1 October will be available here: https://community.icann.org/x/A55YAw Thank you. Kind regards, Brenda Action Items ACTION ITEM: Cherine Chalaby to send list of Board volunteers to wp1(a)icann.org <mailto:wp1@icann.org> ACTION ITEM - Cherine to share his points in writing. and include it in doc budget subteam will prepare Notes These high-level notes are designed to help you navigate through content of the call and do not substitute in any way the transcript. Solidifying list of volunteers who will analyze comments by Oct 12: Budget, strat plan, op plan --> Jonathan Zuck, Cherine Chalaby, Carlos Raul Gutierrez, Mary Uduma Standard Bylaws --> Keith Drazek, James Gannon Fundamental Bylaws --> Keith Drazek, James Gannon Individual Director removal --> Mike Chartier, Robin Gross Board removal --> Greg Shatan, Alan Greenberg AoC --> Steve Del Bianco, Avri Doria, Carlos Raul Gutierrez Community forum --> Jordan Carter, Matthew Shears, Jorge Cancio CMSM --> Avri Doria, Robin Gross, Steve Del Bianco, Jorge Cancio, Samantha Eisner, Alan Greenberg Note: Jonathan Zuck is in process of summarizing outcome of breakout session on community decision-making ACTION ITEM: Cherine Chalaby to send list of Board volunteers to wp1(a)icann.org <mailto:wp1@icann.org> Budget, Strat Plan, Op Plan Comments are in favor of notion of better community empowerment for budget. This powers appears to be essential as a backstop. Concerns/divergences include: 1) allocation of votes. SOs control of budget over others; 2) Endless loop - it could lead to deadlock. Raising vote threshold for second veto ; 3) Power is overly broad; 4) Keep IANA budget separate; 5) What impact would this have on Board's liability/fiduciary responsibility Feedback: - Endless loop idea is that vetoes could block company to function. Having company run on a fixed budget could solve problem. Define rules of fallback budget. - LA discussions should be taken into account. It should include Board comments as well. --> Board comments reflected but LA input is not included. --> LA comments are not part of the tool - Strong criticism from community has to have more weight than individual. Comment "Fees from gTLD registrants fund over 95% of ICANN's revenue and this fact should be taken into consideration when defining voting rights relating to budgets and strategic plans. A possible example: GNSO concurrence required on such matters" is shocking. There is no comment on budget veto when Board is trying to reduce budget significantly. This would have impact on fiduciary duty. --> Idea of budget needing to be cut is not something anticipated as a problem but it worthy a discussion. We created the problem when solving the loop problem. - We should not be weighting comments not defining weights. - RySG comment stems from concern that it may have a potential impact revenue side of budgeting - i.e. raising fees. - We are not weighting votes. Your task should be to review all comments equally. - There is credibility in looking at uses of resources. They tend to relate to gTLD activities. We need to pay attention to Chartering Organizations but more important for us to look at good ideas to resolve issues. - A breakdown of incomes may be helpful for information. Those who fund should be given more weight. Quorum is important - Any community powers should be exercised by community as a whole. It does not prejudge that community on income side could have special say when discussing issues at stake for veto. No discrimination between parts of community. Task ahead will be to expand on these ideas for consideration: * Line item veto - community identifies portions to veto in lieu of vetoing full budget; * On vote allocation, suggestion to cordon off where x has influence; * Clarify language on PTI Should WP1 address this issue for CCWG? Strong consensus when we can - if not, we will present options. Cherine is speaking in personal capacity but happy to take discussion back to the Board. Cherine will not be talking about enforceability. Board has submitted his comments and wishes to explain requirements. Strategic Plan & Operating plan --> There are three requirements: 1) they should be developed with community 2) they should be subject to community approval; 3) they should be consistent with purpose, mission, role as set out in articles and bylaws. In terms of operating plan, it should be consistent with 5-year strategic plan, developed by community and consistent with purpose, mission, role as set out in articles and bylaws. Budget --> It has to do with annual budget and operating plan. It has to be developed with community. The community views must be heard, and taken seriously and timely. Board should balance community interest and avoid discrimination. Ability to align costs with revenues and not jeopardize stability of ICANN. There should be a formal process between Board and community to resolve issues before it is approved. We want to avoid budget paralysis - endless loop - we want to approve budget that is more properly allocated for current fiscal. We want to ensure strategic plan and operating plan are on target and that organization's ability to deliver on important initiatives are not jeopardize. We want to ensure stable operation of IANA functions. Board retain ability to approve expenses not budgeted. Board should be allow to act in case of unforeseen matters that put ICANN's mission at risk. Any expenses throughout fiscal year not the in strategic plan and not in articles, mission, bylaws should be subject to community objection. Community should have real involvement in operating plan and budget. Community would be able to object deviations from operating plan, mission etc. This is in alignment with Board's fiduciary duty and addresses community comments. There has to be a way to ensure that new initiatives are subject to objections. ACTION ITEM - Cherine to share his points in writing. and include it in doc budget subteam will prepare Groups presenting on upcoming calls (Monday & Tuesday): * AoC (Monday) * Board Removal (Monday-tentative) * Standard Bylaws/Fundamental Bylaws (Tuesday) * Individual Board removal (Tuesday) * Final two groups for Thursday Use Jonathan Zuck's document as a template. Documents Presented * <https://community.icann.org/download/attachments/56139267/To%20Dublin%20and… modificationDate=1443718617000&api=v2> To Dublin and beyond.pdf (slide 4) * <https://community.icann.org/download/attachments/56139267/Budget%20and%20St… 2%5B1%5D.docx?version=1&modificationDate=1443712871000&api=v2> Budget and Strategic Plan Veto-PC2[1].docx | <https://community.icann.org/download/attachments/56139267/Budget%20and%20St… 2%5B1%5D.pdf?version=1&modificationDate=1443712889000&api=v2> Budget and Strategic Plan Veto-PC2[1].pdf

1 0

Re: [CCWG-ACCT] Lawyers' Meeting on Friday
by Seun Ojedeji Oct. 2, 2015

Oct. 2, 2015

While I wish Bruce wisdom in answering your question. I don't understand how you conclude that it's erroneous. From my "very" little understanding of law, there are more than one way to achieve a goal and none of them lacks consequences (disadvantage). We have requested CCWG legal to provide their view about board proposal, I don't know what is more useful than that document produced(unless we don't trust CCWG legal as well). I mean, how differently would we have responded by seeing the notes other than the way we have to board's proposal That said, this does not mean I am discouraging transparency but just to indicate that our answer/solution to settle the current disagreement is most likely not in those notes. Regards Sent from my Asus Zenfone2 Kindly excuse brevity and typos. On 1 Oct 2015 10:24, "Jordan Carter" <jordan(a)internetnz.net.nz> wrote: Hi Bruce What advice has Jones Day or ICANN's in house legal team given to the Board - either directly or through management - or directly to management - that has led to erroneous conclusions regarding whether or not the decisions to exercise powers on the part of a member can be constrained or not? Such erroneous conclusions were evident from the comments of some board members in Los Angeles. Can that advise or a summary of it be shared with the CCWG? Thanks Jordan On Thursday, 1 October 2015, Bruce Tonkin <Bruce.Tonkin(a)melbourneit.com.au> wrote: > Hello Farzaneh, > > > >> I understand that the Board has made the Jones Day impact assessment > available. But in a note it states that it has had discussions with > advisors and staff. I would also like to request for any document that the > Board has received in its discussion with the advisors and staff and notes > of the deliberation of their meetings. > > Yes our intent is to make all documents available. So far the only one > that I am aware of is the Jones Day analysis that was published. > > We received verbal briefings form the Advisors to the CCWG ( > https://community.icann.org/display/acctcrosscomm/Advisors) , and I > understand these advisors also gave verbal briefings to the CCWG, as well > as any written comments they have posted to the public comments forum. > > > Regards, > Bruce Tonkin > > _______________________________________________ > Accountability-Cross-Community mailing list > Accountability-Cross-Community(a)icann.org > https://mm.icann.org/mailman/listinfo/accountability-cross-community > -- Jordan Carter Chief Executive, InternetNZ +64-21-442-649 | jordan(a)internetnz.net.nz Sent on the run, apologies for brevity _______________________________________________ Accountability-Cross-Community mailing list Accountability-Cross-Community(a)icann.org https://mm.icann.org/mailman/listinfo/accountability-cross-community

6 6

FW: Regarding GAC participation
by Rosemary E. Fei Oct. 2, 2015

Oct. 2, 2015

Dear CCWG: We responded to the question in red in the email below, which someone also asked in the August 25 webinar. We added the response when we were asked to review and edit the webinar Q&A. I'm not sure when this got posted, but I think it was on the "last modified" date of September 21. https://community.icann.org/pages/viewpage.action?pageId=54695403 See the CCWG Legal Counsel's Response to Question 48, reproduced here: CCWG Legal Counsel's Response: If the sole member is formed as a California unincorporated association (since it would need to be a legal person in order to be a statutory member of ICANN), participants in the Sole Member unincorporated association would not liable for the debts, obligations, or liabilities of the association solely by reason of being participants, as stated in California Corporations Code Section 18605. Corporations Code Section 18630 simply points out the legal principle of common-law alter-ego liability, applicable not only to unincorporated associations but also to corporations and other limited-liability entities such as limited liability companies. For example, under this principle a corporate shareholder could be held liable for the debts of a corporation that is operated so closely by or in connection with the shareholder that it has ceased to have a separate existence for practical purposes (i.e., the corporation has been operated as the shareholder's mere "alter ego"). Typically, however, a finding of alter-ego liability requires a number of egregious facts, including a commingling of funds between the shareholder and the corporation and a failure to observe corporate formalities. Courts may also require a demonstration of outright fraud. If the CMSM is administered according to the governance provisions to be included in the ICANN Bylaws, we do not believe there would be a basis for a court to assert alter-ego liability against its participants. While this does not respond to all of the questions posed in the email below, I hope that at least this one answer is helpful. Rosemary Rosemary E. Fei Adler & Colvin 235 Montgomery Street, Suite 1220 San Francisco, CA 94104 415/421-7555 (phone) 415/421-0712 (fax) rfei(a)adlercolvin.com www.adlercolvin.com _____________________________ Adler & Colvin is a San Francisco Green Business certified by the City and County of San Francisco. Please consider the environment before you print this email. From: accountability-cross-community-bounces(a)icann.org<mailto:accountability-cross-community-bounces@icann.org> [mailto:accountability-cross-community-bounces@icann.org] On Behalf Of Perez Galindo, Rafael Sent: Wednesday, September 30, 2015 2:26 AM To: accountability-cross-community(a)icann.org<mailto:accountability-cross-community@icann.org> Subject: [CCWG-ACCT] Regarding GAC participation Good morning/afternoon/night to All In order to make an informed decision on the role the GAC could take on in the different models under discussion, it is still unclear to me what the legal implications of participation in a voting mechanism are for governments, even more in the absence of a precedent or parallel that we could draw on. Hence, the ability for governments to participate in wider community voting processes under a foreign jurisdiction is a point I would like to raise with the CCWG's legal advisors, along with the issue of governments liability as participants e.g. in the sole member of a non-for-profit corporation (which stems from the fact that governments would be subject to CA jurisdiction). This issue was first raised by Anne Aikman-Scalese (9th september email) and I believe no answer has been provided to date: "[...] I still did not receive an answer with respect to my question regarding the applicability of CA Corporations Code Section 18630 which provides as follows: "Notwithstanding any other provision of this chapter, a member or person in control of a nonprofit association may be subject to liability for a debt, obligation, or liability of the association under common law principles governing alter ego liability of shareholders of a corporation, taking into account the differences between a nonprofit association and a corporation.". In conclusion, I kindly ask the Co-Chairs to forward these questions to the CCWG legal advisors about (1) ability, (2) legal implications and (3) liabilities of governments if they took part as voting members in the community mechanism to be deployed under CA jurisdiction. An answer should be provided for the three models under discussion (SMM, Single designator and MEM). Looking forward to receiving the legal advice, thank you and best regards Rafael GAC_SPAIN

11 21

Board members joining the CCWG WP
by Bruce Tonkin Oct. 2, 2015

Oct. 2, 2015

Hello All, Per the suggestion made in the Co-Chairs note to the Board, I would like to share with you the current list of Board members who will contribute to the WP efforts. We have asked staff to ensure that the Board volunteers be added to the WP mailing list(s). . For WP1: Chris Disspain, Cherine Chalaby, Rinalia Abdul Rahim, Erika Mann, George Sadowsky, Ram Mohan, Gonzalo Navarro . For WP2: Asha Hemrajani, Rinalia Abdul Rahim, Erika Mann, Gonzalo Navarro, Bruce Tonkin . For WP3: Rinalia Abdul Rahim, Markus Kummer . For WP4: Markus Kummer, Ram Mohan, Gonzalo Navarro . For ST-WP: we are not sure whether this group is active. If so, we will identify a participant. We look forward to working closely with the CCWG-Accountability through its WP processes to achieve positive results by Dublin. Regards, Bruce Tonkin

1 1

Fwd: Agenda WP1 - 1 Oct 16.00-17.30 UTC
by Jordan Carter Oct. 1, 2015

Oct. 1, 2015

All CCWG colleagues are as usual welcome to attend this WP1 meeting. Jordan ---------- Forwarded message ---------- From: *Jordan Carter* <jordan(a)internetnz.net.nz> Date: Thursday, 1 October 2015 Subject: Agenda WP1 - 1 Oct 16.00-17.30 UTC To: "wp1(a)icann.org" <wp1(a)icann.org> Hi all Here is the draft agenda for Work Party 1 meeting on 1 October. 1. Review Agenda 2. Agree volunteer allocation & work items for next three calls 3. Budget power (starting 16h30) - Jonathan Zuck presents summary of public comments - Cherine Chalaby teases out current Icann process and concerns w CCWG proposal - discussion to achieve: -- consensus approach to suggest to ccwg, or -- clear options to suggest to ccwg 4. Any other business I'm glad that Cherine can join the call and id like to ask that we deal with his thoughts and input carefully. The point is not to negotiate a solution to the current disagreement on approach per se, it is to assure us all that we understand where everyone is coming from. I will circulate an updated register of volunteers in a couple of hours, and you can of course still volunteer. Jonathan Zuck will share his public comment analysis asap, and of course you all have the staff spreadsheet with their analysis. Thanks Jordan -- Jordan Carter Chief Executive, InternetNZ +64-21-442-649 | jordan(a)internetnz.net.nz <javascript:_e(%7B%7D,'cvml','jordan(a)internetnz.net.nz');> Sent on the run, apologies for brevity -- Jordan Carter Chief Executive, InternetNZ +64-21-442-649 | jordan(a)internetnz.net.nz Sent on the run, apologies for brevity

5 7

Additional time in Dublin
by Alice Jansen Oct. 1, 2015

Oct. 1, 2015

Dear all, Further to the request for additional time in Dublin, ICANN staff has enquired about availability and identified three potential suggestions/options for your consideration: * We can extend your Friday, 16 October session to 08:30-18:30 (instead of the 09:00-17:00); * A full day session can be scheduled for Saturday, 17 October. Please note: the ICG has a session planned for 13:00 to 17:00 and some of you may not be in a position to join due to other sessions running simultaneously; * We can extend your Thursday AM session to 08:00-11:45 (it is currently scheduled 08:00-10:00). The CCWG-Accountability Cochairs invite you to raise any concerns or objections you may have on the list. For planning purposes, concerns should be flagged by 1 October - 23:59 UTC. Thanks, Best regards Alice

11 11