I certainly share all of Avri's concerns and would like to thank her for articulating them in such clear fashion. We need to be careful with the executive summary: due to time pressures and the holiday season this might be the only thing a number of people read. We need to ensure it is as comprehensive as possible. Ed Sent from my iPhone
On Nov 11, 2015, at 3:17 AM, Avri Doria <avri@acm.org> wrote:
Hi,
Thanks for this review.
I have just had the opportunity to read the so-clle "Executive summary" and appreciate many of the comments that are being made. I am obviously too late to review this in any detail and did a quick read through of this commented version. I do want to add to the impression that is a long way from being ready for distribution.
Some areas that troubled me in my quick read:
- the absence of any discussion of how these changes complete the requirements for transition in terms of separability and enforcing separability decisions by the empowered community. - the lack of discussion of how, without statutory authority, the empowered community still has recourse to the courts if necessary that can withstand the withering influence of so-called fiduciary decisions by the board - the absence of any discussion of how the statutory membership right of inspection is to be included under the empowered community model - a reference in regard to human rights that while there were no statutory obligations on ICANN, the backstop of NTIA was assurance that human rights, especially those for freedom of expression and free flow in information on the Internet, would be respected, and that the bylaw is a way to attempt to replace that NTIA backstop.
As this document stands I do not see it as explaining why these accountability issues are necessary when, and if, the NTIA backstop is lost. I think that is essential in an "executive summary", not matter what its length.
Thanks
avri
On 10-Nov-15 22:53, Rosemary E. Fei wrote:
Dear Co-Chairs:
Adler & Colvin’s comments on the Executive Summary are attached; our apologies for missing the deadline (by 110 minutes). As Holly noted, these comments have not been reviewed by or coordinated with Sidley. Similarly, we have not had time to go back through proposals, emails, and meeting notes to confirm our recollection of how various decisions have been made to date, so some comments may reflect the wrong understanding and should be ignored. The mark-up includes both some line edits, and comments in bubbles. We attach a PDF, to ensure the comment bubbles will be visible regardless of users’ software.
We agree with Sidley’s overall comments on length and duplication, and more substantively on how particular community powers will be exercised. Given that this is an Executive Summary, you might consider presenting a single full escalation pathway as an illustration only, and then note that the paths will vary as appropriate for the exercise of other community powers. A chart comparing escalation pathways across powers and noting the differing required thresholds for approval at each stage by power, might be more useful to understanding than the separate detailed descriptions of each escalation path provided in this draft.
Please let us know how we may assist you further.
Rosemary
Rosemary E. Fei Adler & Colvin 235 Montgomery Street, Suite 1220 San Francisco, CA 94104 415/421-7555 (phone) 415/421-0712 (fax) rfei@adlercolvin.com www.adlercolvin.com
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*From: *<accountability-cross-community-bounces@icann.org <mailto:accountability-cross-community-bounces@icann.org>> on behalf of "Gregory, Holly" <holly.gregory@sidley.com <mailto:holly.gregory@sidley.com>> *Date: *Tuesday 10 November 2015 at 8:37 p.m. *To: *"mathieu.weill@afnic.fr <mailto:mathieu.weill@afnic.fr>" <mathieu.weill@afnic.fr <mailto:mathieu.weill@afnic.fr>>, "thomas@rickert.net <mailto:thomas@rickert.net>" <thomas@rickert.net <mailto:thomas@rickert.net>>, "leonfelipe@sanchez.mx <mailto:leonfelipe@sanchez.mx>" <leonfelipe@sanchez.mx <mailto:leonfelipe@sanchez.mx>> *Cc: *Sidley ICANN CCWG <sidleyicannccwg@sidley.com <mailto:sidleyicannccwg@sidley.com>>, "ACCT-Staff (acct-staff@icann.org <mailto:acct-staff@icann.org>)" <acct-staff@icann.org <mailto:acct-staff@icann.org>>, "ICANN@adlercolvin.com <mailto:ICANN@adlercolvin.com>" <ICANN@adlercolvin.com <mailto:ICANN@adlercolvin.com>>, Accountability Cross Community <accountability-cross-community@icann.org <mailto:accountability-cross-community@icann.org>> *Subject: *[CCWG-ACCT] Sidley Comments on Executive Summary Draft
Dear Co-Chairs and CCWG,
Attached please find Sidley’s comments on the draft Executive Summary. Given the very short window for review we have not had time to coordinate our comments with the Adler firm and apologize for that. Adler will be sending their comments separately. Please note also that given the very short time frame we have not been able to go back and check against the transcripts of the various meetings and therefore are relying on memory for our understanding of where the CCWG has formed consensus (or near consensus) on various issues.
Overall we find the Executive Summary overly long with significant redundancies. We think it would benefit from a thorough edit by your professional writers. We also believe that the summary is inaccurate in its description of the community processes with respect to the decisions to: (1) remove individual directors and (2) approve Fundamental Bylaws. (We agree with Jordan’s comments on the Fundamental Bylaws.) We also recommend that a more pointed discussion of the CWG dependencies be added so that the reader can understand the broader context in which the Proposal has been developed. We have also edited errors in the description of the legal framework that applies. We have noted these comments in the draft.
Please let us know if you would like to discuss or if we can be of further assistance with this draft.
Kind regards,
Holly
*HOLLY* *J. GREGORY* Partner and Co-Chair Corporate Governance & Executive Compensation Practice Group
*Sidley Austin LLP* 787 Seventh Avenue New York, NY 10019 +1 212 839 5853 holly.gregory@sidley.com <mailto:holly.gregory@sidley.com> www.sidley.com <http://www.sidley.com/>
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