October 2015 - Accountability-Cross-Community

Slides from CCWG ICANN54 Engagement Session
by Hillary Jett Oct. 19, 2015

Oct. 19, 2015

Hi all, Please find attached the slides from today¹s Engagement Session at ICANN54. Thank you, Hillary -- Hillary Jett Communications Coordinator Internet Corporation for Assigned Names and Numbers (ICANN) Mobile: +1 (202) 674-3403 Email: hillary.jett(a)icann.org

3 2

Re: [CCWG-ACCT] Response to CCWG Counsel 12 Oct. Memo on Fiduciary Duties
by Rosemary E. Fei Oct. 19, 2015

Oct. 19, 2015

Kate et al., Thanks for your memo. We have not yet had a chance to review it, but wanted to acknowledge receipt. Holly and Rosemary Sent from mobile Rosemary E. Fei Adler & Colvin 415/421-7555<tel:415/421-7555> (phone) rfei(a)adlercolvin.com<mailto:rfei@adlercolvin.com> www.adlercolvin.com<http://www.adlercolvin.com/> _____________________________ The information in this e-mail message and any attachments may be privileged, confidential, and protected from disclosure. If you are not the intended recipient, any use, dissemination, distribution, or copying of this transmission is strictly prohibited. If you think that you have received this e-mail message in error, please e-mail the sender at rfei(a)adlercolvin.com<mailto:rfei@adlercolvin.com>, and delete all copies of this message and its attachments, if any. Thank you. On Oct 19, 2015, at 12:08 PM, Kate Wallace <kwallace(a)JonesDay.com<mailto:kwallace@JonesDay.com>> wrote: Holly, Rosemary, Please see the attached memorandum, which responds to some of the concepts raised in your 12 October 2015 memorandum addressing board member fiduciary duties. Thanks, Kate Kate Wallace Partner JONES DAY® - One Firm Worldwide℠<http://www.jonesday.com/> 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. ========== <JD Response to CCWG Counsel 12 Oct. 2015 Memo (19 Oct. 2015).pdf>

1 0

FW: Response to CCWG Counsel 12 Oct. Memo on Fiduciary Duties
by Samantha Eisner Oct. 19, 2015

Oct. 19, 2015

Dear CCWG - Attached please find a memo from Jones Day that was just sent to Sidley/Adler on the fiduciary duty/scope of arbitration issue. Best, Sam From: Kate Wallace <kwallace(a)jonesday.com<mailto:kwallace@jonesday.com>> Date: Monday, October 19, 2015 at 12:08 PM To: "Gregory, Holly" <holly.gregory(a)sidley.com<mailto:holly.gregory@sidley.com>>, "Rosemary E. Fei" <rfei(a)adlercolvin.com<mailto:rfei@adlercolvin.com>> Cc: John Jeffrey <john.jeffrey(a)icann.org<mailto:john.jeffrey@icann.org>>, Samantha Eisner <samantha.eisner(a)icann.org<mailto:samantha.eisner@icann.org>>, LeVee <jlevee(a)jonesday.com<mailto:jlevee@jonesday.com>>, Kevin Espinola <kbespinola(a)jonesday.com<mailto:kbespinola@jonesday.com>> Subject: Response to CCWG Counsel 12 Oct. Memo on Fiduciary Duties Holly, Rosemary, Please see the attached memorandum, which responds to some of the concepts raised in your 12 October 2015 memorandum addressing board member fiduciary duties. Thanks, Kate Kate Wallace Partner JONES DAY® - One Firm Worldwide℠<http://www.jonesday.com/> 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. ==========

1 0

Re: [CCWG-ACCT] Expenses
by Seun Ojedeji Oct. 19, 2015

Oct. 19, 2015

Hello, On Tue, Oct 13, 2015 at 3:09 PM, Greg Shatan <gregshatanipc(a)gmail.com> > wrote: > >> There was no specific budget allocated to this process, as far as I know. >> > Hopefully the recently shared url clears your claim above Greg: https://www.icann.org/resources/pages/iana-stewardship-project-costs-2015-1… Cost summary: https://www.icann.org/en/system/files/files/iana-stewardship-costs-summary-… That said, it is my hope that we are paying close attention to the Legal costs that seem to be growing significantly. There absolute need to engage the external council more directly with more certainty/specificity in our requirements. Maybe we should also be sure to check whether external council are really maximizing the working hours in presenting what we really require/requested and not what will make us have to spend more working legal hours. Again i like to formerly put on the table that the huge legal cost this process is incurring is unwarranted considering the advices has necessarily helped us in achieving consensus on various issues. Regards > >> Again, I don't know of any basis for the expectations you have. >> >> That said, I have encouraged and supported having the co-chairs get the >> detailed legal bills on a timely basis, so they can manage the lawyers (and >> not just with regard to spend). >> >> On Tue, Oct 13, 2015 at 9:11 AM, Seun Ojedeji <seun.ojedeji(a)gmail.com> >> wrote: >> >>> Greg, >>> >>> I did not call the Co-Chairs financial managers, before commencement of >>> this process there was a budget allocated and I expected that the Co-Chairs >>> will be occasionally updated on status of that budget which i expect will >>> be one of the factor that determines whether we are still within scope >>> financially and to what extent we can extend this process. If Co-Chairs >>> don't get such updates from staff then I guess that should be fixed. >>> >>> Regards >>> >>> On Tue, Oct 13, 2015 at 1:44 PM, Greg Shatan <gregshatanipc(a)gmail.com> >>> wrote: >>> >>>> Seun, >>>> >>>> What is the basis of your expectation that the Co-Chairs are the >>>> financial managers of the entire process (including the cost of staff >>>> support and travel support)? I have never heard before that this is part >>>> of our Co-Chairs' job. >>>> >>>> Greg >>>> >>>> On Tue, Oct 13, 2015 at 4:16 AM, Seun Ojedeji <seun.ojedeji(a)gmail.com> >>>> wrote: >>>> >>>>> +1 on this and just for clarity, this information should be handy as I >>>>> expect that the Co-Chairs would have full update of the expenses. It will >>>>> be rather strange if this is not the case. >>>>> >>>>> Regards >>>>> >>>>> Sent from my Asus Zenfone2 >>>>> Kindly excuse brevity and typos. >>>>> On 13 Oct 2015 07:52, "Stephen Deerhake" <sdeerhake(a)nic.as> wrote: >>>>> >>>>>> Greetings Co-chairs. >>>>>> >>>>>> >>>>>> >>>>>> Might I ask you to provide the ICANN Community with a summary of CCWG >>>>>> expenses to date, broken out by >>>>>> >>>>>> >>>>>> >>>>>> (a) External Legal >>>>>> >>>>>> (b) ICANN Staff support >>>>>> >>>>>> (c) ICANN funded travel/lodging >>>>>> >>>>>> >>>>>> >>>>>> For the various meetings (both Adobe/phone and F2F) that have >>>>>> occurred to date? >>>>>> >>>>>> >>>>>> >>>>>> It doesn't grow on trees, and prior to the new gTLD exercise, the >>>>>> Organization was running "close to the bone". And that windfall, if I >>>>>> understand things correctly, is obligated and thus not really available to >>>>>> support the transition effort. >>>>>> >>>>>> >>>>>> >>>>>> Best Regards, >>>>>> >>>>>> >>>>>> >>>>>> Stephen Deerhake >>>>>> >>>>>> >>>>>> >>>>>> >>>>>> >>>>>> >>>>>> >>>>>> _______________________________________________ >>>>>> Accountability-Cross-Community mailing list >>>>>> Accountability-Cross-Community(a)icann.org >>>>>> https://mm.icann.org/mailman/listinfo/accountability-cross-community >>>>>> >>>>>> >>>>> _______________________________________________ >>>>> Accountability-Cross-Community mailing list >>>>> Accountability-Cross-Community(a)icann.org >>>>> https://mm.icann.org/mailman/listinfo/accountability-cross-community >>>>> >>>>> >>>> >>> >>> >>> -- >>> ------------------------------------------------------------------------ >>> >>> >>> >>> >>> >>> *Seun Ojedeji,Federal University Oye-Ekitiweb: >>> http://www.fuoye.edu.ng <http://www.fuoye.edu.ng> Mobile: +2348035233535**alt >>> email: <http://goog_1872880453>seun.ojedeji(a)fuoye.edu.ng >>> <seun.ojedeji(a)fuoye.edu.ng>* >>> >>> Bringing another down does not take you up - think about your action! >>> >>> >>> >> > > > -- > ------------------------------------------------------------------------ > > > > > > *Seun Ojedeji,Federal University Oye-Ekitiweb: > http://www.fuoye.edu.ng <http://www.fuoye.edu.ng> Mobile: +2348035233535**alt > email: <http://goog_1872880453>seun.ojedeji(a)fuoye.edu.ng > <seun.ojedeji(a)fuoye.edu.ng>* > > Bringing another down does not take you up - think about your action! > > > -- ------------------------------------------------------------------------ *Seun Ojedeji,Federal University Oye-Ekitiweb: http://www.fuoye.edu.ng <http://www.fuoye.edu.ng> Mobile: +2348035233535**alt email: <http://goog_1872880453>seun.ojedeji(a)fuoye.edu.ng <seun.ojedeji(a)fuoye.edu.ng>* Bringing another down does not take you up - think about your action!

4 3

Re: [CCWG-ACCT] ALAC Statement on proposed accountability models
by Alan Greenberg Oct. 19, 2015

Oct. 19, 2015

I am honored that you think I have that much power. were it only true... Alan At 18/10/2015 11:23 AM, Guru Acharya wrote: > From the above statement, it is apparent that Alan has made this > statement under the fear that the transition will fail if the board > does not accept the CCWG proposal citing fiduciary responsibility. > Please let me assure you this kind of fear mongering is a tactical > technique used by Alan that has demonstrated much success earlier > as well. In the CWG-Stewardship, he similarly fear mongered that > the transition will fail because NTIA would reject the Contract Co > model. That time too everybody else blinked. > >I really hope the community doesn't blink this time. > >On Sun, Oct 18, 2015 at 8:11 PM, Alan Greenberg ><<mailto:alan.greenberg@mcgill.ca>alan.greenberg(a)mcgill.ca> wrote: >Correct, the CCWG proposal is not dependant on a supermajorty of the >Board supporting it, or in fact any Board support, since it is not >one of the CCWG's chartering organizations. > >But that is not what I said. At the point when our recommended >changes are to be implemented, the current Bylaws must be amended. >Under the current Bylaws, the "Bylaws of ICANN may be altered, >amended, or repealed and new Articles of Incorporation or Bylaws >adopted only upon action by a two-thirds (2/3) vote of all members >of the Board". > >Under their fiduciary duty, each Board member may only vote to adopt >new Bylaws if he/she believes it is in the interest of ICANN and its >mission and core values to do so. It was THAT action that I was referring to. > >Alan > > >At 18/10/2015 09:53 AM, Chartier, Mike S wrote: >The CCWG proposal is not dependent on support "by a supermajority of >Board directors". >The requirement is that there is not a determination that it is not >in the global public interest by a 2/3 majority of the Board. > >-----Original Message----- >From: ><mailto:accountability-cross-community-bounces@icann.org>accountability-cross-community-bounces(a)icann.org >[mailto:accountability-cross-community-bounces@icann.org] On Behalf >Of Alan Greenberg >Sent: Sunday, October 18, 2015 9:42 AM >To: CCWG Accountability >Subject: [CCWG-ACCT] ALAC Statement on proposed accountability models > >In its formal response to the CCWG-Accountability proposal issued in >August 2015, the ALAC said that it could support the model being >proposed, but preferred something far less complex and >lighter-weight, and that we saw no need for the level of >enforceability that the proposal provided. Moreover, the ALAC had >specific concerns with the budget veto and the apparent lack of >participation of perhaps a majority of AC/SOs. > >In light of the reconsideration of a designator model by the CCWG, >along with the recommendations of the Saturday morning break-out >sessions, the ALAC felt that a revised statement was in order. >Accordingly we decided, by a unanimous vote of the 14 ALAC members >present (with 1 not present), to withdraw support for the Membership model. > >I want to make it clear that this is not a "red line" decision. >Should a Membership model become one that is generally advocated by >the CCWG, and supported by a supermajority of Board directors (who >ultimately MUST support any changes that they will be called upon to >approve, else they would be in violation of their fiduciary duty), >then the ALAC reserves its right to support such a model. > >Alan Greenberg >Chair, At-Large Advisory Committee > >_______________________________________________ >Accountability-Cross-Community mailing list ><mailto:Accountability-Cross-Community@icann.org>Accountability-Cross-Community(a)icann.org >https://mm.icann.org/mailman/listinfo/accountability-cross-community > > >_______________________________________________ >Accountability-Cross-Community mailing list ><mailto:Accountability-Cross-Community@icann.org>Accountability-Cross-Community(a)icann.org >https://mm.icann.org/mailman/listinfo/accountability-cross-community > > >_______________________________________________ >Accountability-Cross-Community mailing list >Accountability-Cross-Community(a)icann.org >https://mm.icann.org/mailman/listinfo/accountability-cross-community

2 1

AGENDA - Working Session on 19 Oct
by Alice Jansen Oct. 19, 2015

Oct. 19, 2015

Dear all, Please find below a proposed agenda in anticipation of your CCWG-Accountability Working Session I scheduled for tomorrow - 14:00-18:30 IST - 13:00-17:30 UTC (see here<http://www.timeanddate.com/worldclock/fixedtime.html?msg=CCWG+Accountabilit…> for timezone converter). 1. Welcome, Roll call, administration (14:00-14:05) 2. Debrief & updates on community feedback received to date (14:05-14:30) 3. Review of items discussed in previous Dublin sessions" (14:30-16:30) * Removal of individual Board member * Reconsider/reject budget * Community-decision making * Principles, core values & commitments * IRP Break (16:30-16:45) 4. Collaborative workshop to document the nature of models discussion (16:45-18:15) 5. Summary of progress made and key takeaways of the session (18:15-18:20) 6. A.O.B (18:25-18:30) Your Working Session I will be held in Liffey B. Link to the Adobe Connect room is as follows: https://icann.adobeconnect.com/dub54-liffeyb. Kindly refer to the calendar invite for dial-in details. May we also take this opportunity to remind you that you have an engagement session taking place tomorrow at 10:15 to 11:45 IST - 09:15 - 10:45 UTC in Auditorium - see here<https://meetings.icann.org/en/dublin54/schedule/mon-enhancing-accountability> and calendar invite for more details. Your reading list can be found on the wiki at - https://community.icann.org/display/acctcrosscomm/Reading+List+-+Dublin Thanks, Best regards Alice

2 1

Meeting with the Icann Board
by Mathieu Weill Oct. 19, 2015

Oct. 19, 2015

Dear colleagues, For your information, the co chairs have been invited (on very short notice) during the afternoon to a meeting with the Icann Board and our Advisors. During this meeting, we have briefed the Board about the progress made during our sessions on Friday and Saturday and informed them of the work plan for the week, as we had previsouly done with the GAC. We understand that Bruce Tonkin, in his Liaison capacity, will be in a position to provide an update of the Board's views on Monday during our session. I can convey to all of you the very appreciative comments we have received about the quality of the CCWG work, both from Board members and from our Advisors (Ira, Jan and Valerie were attending). Best, Mathieu

8 7

Re: [CCWG-ACCT] [GAC] Stress Test 18
by Haan, ir. T.S.M. de (Thomas) Oct. 19, 2015

Oct. 19, 2015

As Netherlands we are fairly neutral in this discussion but we would like to have the discussion based on facts and as much as possible based on a fair assessment of what GAC's advice really means. We noticed that the reach and impact of GACs advice is being overestimated. This refers e.g. to the notion in his email by Steve underneath that there is a 'negotiation' when referring to the reconciliation procedure. The term is not appropriate. In negotiations there are two partners involved on equal footing and there is generally some pressure (leading to benefits or otherwise penalties) on both sides to get to a solution. In the case of the reconciliation process there is not. The board can conclude there was no possibility to come to a mutual satisfactory solution, still reject the advice, and bear no consequences at all. Thomas de Haan GAC rep Netherlands Verstuurd vanaf mijn iPad Op 17 okt. 2015 om 19:55 heeft Campillos Gonzalez, Gema Maria <GCAMPILLOS(a)minetur.es<mailto:GCAMPILLOS@minetur.es>> het volgende geschreven: Thank you, Julia, for forwarding us this piece of information. I would like to comment on the rationale provided and specifically on these points: - The Board is not obliged to accept GAC advice even if it has to enter into a dialogue with it in order to address disagreements with its content. Please, refer to Article XI, Section 2, point 1, letter k) of the Bylaws. The Board should make their best efforts to accept GAC advice because they have a duty to coordinate the DNS in the global public interest and it´s the GAC who brings that perspective to ICANN. - How can the Board be accountable to the community for having to seek a mutually acceptable solution if in the end, they are free to decide against GAC advice? The Board should be made accountable for the decisions they finally make, not for the process to arriving at those decisions. - What does Mr. de Bianco understand by "significant minority" of countries? I´d like to know where he draws the line because the Board may find itself in a similar situation if a PDP is submitted by a supermajority of the GNSO, supermajority meaning in this case 2/3 majority vote of each GNSO House or 3/4 of one House and a majority of the other (Article X, Section 3, point 9, letter l) of the Bylaws). The proposals that were once on the table of the GAC about decision making process didn´t set the threshold below that limit. When the GNSO presents a PDP proposal approved by 2/3 of each House, the Board does not negotiate with the minority not supporting the proposal and indeed, the proposal affects "the global Internet community" as much as GAC recommendations. - ST 18 is not an incentive for the GAC to keep its current decision making rules as far as providing advice is concerned. It is an outright interference in GAC procedures in spite of GAC autonomy to adopt its internal procedures as stated in Article XI, Section 2, point 1, letter c) of the ICANN Bylaws. In response to US question today to countries opposing ST 18, the issue is not whether some may want to move to a supermajority rule but to preserve GAC prerrogative to decide on its rules of procedures, just as every other AC in the Bylaws (Section 3 of Article XI of the ICANN Bylaws). Best regards, Gema Campillos Glez ________________________________ De: gac-bounces(a)gac.icann.org<mailto:gac-bounces@gac.icann.org> [gac-bounces(a)gac.icann.org<mailto:gac-bounces@gac.icann.org>] en nombre de Julia Charvolen [julia.charvolen(a)icann.org<mailto:julia.charvolen@icann.org>] Enviado: sábado, 17 de octubre de 2015 18:51 Para: GAC Asunto: [GAC] FW: Stress Test 18 Julia Charvolen Senior Coordinator, GAC Services From: Steve DelBianco <sdelbianco(a)netchoice.org<mailto:sdelbianco@netchoice.org>> Date: Saturday 17 October 2015 17:49 To: "gacsec(a)gac.icann.org<mailto:gacsec@gac.icann.org>" <gacsec(a)gac.icann.org<mailto:gacsec@gac.icann.org>> Subject: Stress Test 18 Julia, In GAC session today, some said they did not understand why we needed Stress Test 18. In case it has been lost in all the email traffic, I want to explain the rationale for the Stress Test and for the bylaws change. I am at your service to discuss any time that you like. Best, Steve Stress Test 18 was among the plausible scenarios that could test how and whether the ICANN community could challenge actions taken by the ICANN corporation. The rationale to develop this stress test involves two factors: First, ICANN community members were aware that some GAC members had expressed a desire to change the GAC’s historical method of using consensus for its decision-making, where “consensus is understood to mean the practice of adopting decisions by general agreement in the absence of any formal objection”. Moreover, it would take only a simple majority of GAC members to change its decision-making methods to a lesser standard, such as majority voting. Second, the CCWG realized that ICANN’s present bylaws obligate the board to seek “a mutually acceptable solution” if it decided not to follow GAC advice. That level of required deference is unique to the GAC and not required for advice from other AC and SOs. More important, the board’s obligation to seek a mutually acceptable solution applies to all GAC advice, even if that advice were not supported by GAC consensus, and even if that advice were opposed by a significant minority of GAC members. For these reasons, CCWG added Stress Test 18 to the draft proposal, and the stress test working party concluded that existing accountability measures were not adequate to let the community hold the ICANN board accountable for its actions if the board were obliged to seek a negotiated solution with the GAC. In order to address Stress Test 18, CCWG proposed an amendment to ICANN bylaws regarding the board’s obligations with respect to GAC advice. The amendment would preserve the requirement for ICANN’s board to seek a mutually acceptable solution, but only for GAC advice that was supported by consensus among GAC members. The rationale for proposing this bylaws amendment in response to Stress Test 18 is two-fold. First, CCWG wants to reserve ICANN’s board’s obligation to negotiate with the GAC for only that advice which is supported by a consensus of governments. GAC advice that is opposed by a significant minority of governments should not trigger the board’s obligation to enter bi-lateral negotiations with the GAC on a matter that affects the global Internet community. A negotiation between ICANN board and GAC should be reserved for resolving differences between ICANN and governments – not to resolve differences among governments themselves. Second, the proposed bylaws change would provide a strong incentive for the GAC to continue seeking consensus for the advice it provides to ICANN, which is the practice presently used by the GAC. While the GAC could at any time change its decision-making methods, this bylaws change would continue to elevate the influence of GAC advice that was supported by consensus of GAC members. Similar incentives for consensus policy and advice are already present in the ICANN bylaws, which require supermajority support for policy recommendations coming from GNSO and ccNSO. The rationale above is meant to explain why Stress Test 18 was developed, and to explain why CCWG proposes a bylaws amendment to preserve ICANN board’s obligation to seek a mutually acceptable solution when GAC advice is supported by consensus. — Steve DelBianco Executive Director NetChoice http://www.NetChoice.org<http://www.netchoice.org/> and http://blog.netchoice.org<http://blog.netchoice.org/> +1.703.615.6206 _______________________________________________ gac mailing list gac(a)gac.icann.org<mailto:gac@gac.icann.org> https://mm.icann.org/mailman/listinfo/gac Dit bericht kan informatie bevatten die niet voor u is bestemd. Indien u niet de geadresseerde bent of dit bericht abusievelijk aan u is gezonden, wordt u verzocht dat aan de afzender te melden en het bericht te verwijderen. De Staat aanvaardt geen aansprakelijkheid voor schade, van welke aard ook, die verband houdt met risico's verbonden aan het elektronisch verzenden van berichten. This message may contain information that is not intended for you. If you are not the addressee or if this message was sent to you by mistake, you are requested to inform the sender and delete the message. The State accepts no liability for damage of any kind resulting from the risks inherent in the electronic transmission of messages.

3 2

ALAC Statement on proposed accountability models
by Alan Greenberg Oct. 18, 2015

Oct. 18, 2015

In its formal response to the CCWG-Accountability proposal issued in August 2015, the ALAC said that it could support the model being proposed, but preferred something far less complex and lighter-weight, and that we saw no need for the level of enforceability that the proposal provided. Moreover, the ALAC had specific concerns with the budget veto and the apparent lack of participation of perhaps a majority of AC/SOs. In light of the reconsideration of a designator model by the CCWG, along with the recommendations of the Saturday morning break-out sessions, the ALAC felt that a revised statement was in order. Accordingly we decided, by a unanimous vote of the 14 ALAC members present (with 1 not present), to withdraw support for the Membership model. I want to make it clear that this is not a "red line" decision. Should a Membership model become one that is generally advocated by the CCWG, and supported by a supermajority of Board directors (who ultimately MUST support any changes that they will be called upon to approve, else they would be in violation of their fiduciary duty), then the ALAC reserves its right to support such a model. Alan Greenberg Chair, At-Large Advisory Committee

7 8

Re: [CCWG-ACCT] ALAC Statement on proposed accountability models
by Bruce Tonkin Oct. 18, 2015

Oct. 18, 2015

Hello Mike, >> The (now oft cited) resolution requires a decision not to implement a recommendation be based on a "determination that it is not in the global public interest to implement a CCWG Recommendation requires a 2/3 majority of the Board" The Board resolution relates to our process for voting on policy recommendations from a supporting organization. Cross-community working group procedures are not yet described in the bylaws - so we created a resolution to lay out our process for accepting recommendations that was based on our process for supporting organizations.. Normally recommendations from a supporting organization don't require changes to bylaws. This is more common in implementing the recommendations from the Accountability and Transparency Review Teams (ATRT) (https://www.icann.org/resources/reviews/aoc/atrt) >> However Alan (below) correctly points out that a 2/3rd majority is needed to implement a recommendation that requires a Bylaw change. So can you please explain the what, exactly, Resolution (2014.10.16.17) means? Normally we get our legal team to draft bylaws language to implement the recommendations that are approved by the Board from a supporting organization, review team, or cross constituency working group. Under our existing bylaws: "Except as otherwise provided in the Articles of Incorporation or these Bylaws, the Articles of Incorporation or Bylaws of ICANN may be altered, amended, or repealed and new Articles of Incorporation or Bylaws adopted only upon action by a two-thirds (2/3) vote of all members of the Board." The high threshold is intended to ensure that the Board has fully considered all the input from the community during the public comment process, and asserts that close to full consensus has been reached before approving the change. In this case we have proposed to begin the bylaws drafting process as the components of the CCWG proposal are finalized, so that we minimize the time to get the bylaws changes completed. The actual bylaws change can occur after we submit the reports to the NTIA, but the NTIA has indicated that it won't finalize its response until the bylaws changes are complete. Regards, Bruce Tonkin

1 0