This does not have anything to do with the carve-out. The Chairs misinterpreted the lawyer’s original query. This has to do with whether the GAC should be granted a voting in removing NOMCOM directors when: (1) it is not legally required; (2) they do not currently have a vote on appointing them in the bylaws; and (3) the CCWG proposal does not specifically address this issue and it was not specifically debated in the CCWG. From: Greg Shatan [mailto:gregshatanipc@gmail.com] Sent: Tuesday, April 12, 2016 9:38 AM To: Schaefer, Brett Cc: Alan Greenberg; Mathieu Weill; Accountability Cross Community Subject: Re: [CCWG-ACCT] TR: [bylaws-coord] Requested clarification of Question 29; further clarification request for Question 7 I agree with Jordan and Jorge. We need to be clear that we are neither expanding nor restricting the "GAC Carveout" beyond that in the Proposal. Indeed, this has nothing to do with the "GAC Carveout," which is intended to deal with "two bites at the apple" issues only. Greg [http://hilweb1/images/signature.jpg] Gregory S. Shatan | Partner McCARTER & ENGLISH, LLP 245 Park Avenue, 27th Floor | New York, New York 10167 T: 212-609-6873<tel:212-609-6873> F: 212-416-7613<tel:212-416-7613> gshatan @mccarter.com<mailto:gshatan%20@mccarter.com> | www.mccarter.com<http://www.mccarter.com/> BOSTON | HARTFORD | STAMFORD | NEW YORK | NEWARK EAST BRUNSWICK | PHILADELPHIA | WILMINGTON | WASHINGTON, DC On Tue, Apr 12, 2016 at 8:30 AM, Schaefer, Brett <Brett.Schaefer@heritage.org<mailto:Brett.Schaefer@heritage.org>> wrote: Alan, The IETF has never expressed any interest in participating in the EC nor was it discussed to any extent that I can recall. That is not the case with the GAC. Best, Brett ________________________________ Brett Schaefer Jay Kingham Senior Research Fellow in International Regulatory Affairs Margaret Thatcher Center for Freedom Davis Institute for National Security and Foreign Policy The Heritage Foundation 214 Massachusetts Avenue, NE Washington, DC 20002 202-608-6097<tel:202-608-6097> heritage.org<http://heritage.org/> ________________________________ Brett Schaefer Jay Kingham Senior Research Fellow in International Regulatory Affairs Margaret Thatcher Center for Freedom Davis Institute for National Security and Foreign Policy The Heritage Foundation 214 Massachusetts Avenue, NE Washington, DC 20002 202-608-6097 heritage.org<http://heritage.org/> From: Alan Greenberg [mailto:alan.greenberg@mcgill.ca<mailto:alan.greenberg@mcgill.ca>] Sent: Tuesday, April 12, 2016 8:25 AM To: Schaefer, Brett; Mathieu Weill; Accountability Cross Community Subject: Re: [CCWG-ACCT] TR: [bylaws-coord] Requested clarification of Question 29; further clarification request for Question 7 The CCWG was NOT silent. It said that the EC had the power and the GAC is defined as part of the EC. That notwithstanding, if the removal power were granted solely to those who vote for the selection of NomCom appointees, then the IETF would have to be part of the decisional group that removes NomCom appointed directors. Something that was never even raised. Alan At 12/04/2016 08:06 AM, Schaefer, Brett wrote: Co-chairs, I am opposed to this decision on Q29 for several reasons: 1. The GAC does not vote for NOMCOM directors, and should not have a vote in their removal. 2. It is inconsistent with how the CCWG draft treats individual SO/ACs with respect to their appointed directors. The SO/ACs voting on NOMCOM directors should have similar exclusive authority over their removal. 3. The CCWG proposal is silent on this matter, we should not be inserting new powers for the GAC into the bylaws when they are not explicitly included in the CCWG draft. I am also opposed procedurally. On the Board removal of directors discussion, we were told that even though legally the EC had to approve the removals, that the CCWG draft was silent of this, so we could not create a new power for the EC that would infringe on Board powers in the current bylaws. Therefor the approval had to be a rubber stamp. Here, the CCWG proposal is silent on whether the GAC should have a vote on removing NOMCOM directors. The current bylaws specifically do not give the GAC any vote on the approval or removal of NOMCOM directors. But we are told that we must grant them such authority even though there is no legal requirement for it as we know from the power of individual SO/AC to remove their appointed directors. How are these two interpretations consistent? Either we add new powers for the EC on Board decisions to remove directors or we do not add new powers for the GAC on removing NOMCOM directors. Best, Brett ________________________________ Brett Schaefer Jay Kingham Senior Research Fellow in International Regulatory Affairs Margaret Thatcher Center for Freedom Davis Institute for National Security and Foreign Policy The Heritage Foundation 214 Massachusetts Avenue, NE Washington, DC 20002 202-608-6097<tel:202-608-6097> heritage.org<http://heritage.org/> From: accountability-cross-community-bounces@icann.org<mailto:accountability-cross-community-bounces@icann.org> [ mailto:accountability-cross-community-bounces@icann.org] On Behalf Of Mathieu Weill Sent: Tuesday, April 12, 2016 2:54 AM To: Accountability Cross Community Subject: [CCWG-ACCT] TR: [bylaws-coord] Requested clarification of Question 29; further clarification request for Question 7 Forwarding also our lawyer’s clarification on Q29 (please note that the clarification on Q7 is redundant with the previous email). Best Mathieu De : bylaws-coord-bounces@icann.org<mailto:bylaws-coord-bounces@icann.org> [ mailto:bylaws-coord-bounces@icann.org] De la part de Rosemary E. Fei via bylaws-coord Envoyé : lundi 11 avril 2016 21:43 À : bylaws-coord@icann.org<mailto:bylaws-coord@icann.org> Cc : ICANN-Adler; Daniel Halloran (daniel.halloran@icann.org<mailto:daniel.halloran@icann.org> ); Sidley ICANN CCWG ( sidleyicannccwg@sidley.com<mailto:sidleyicannccwg@sidley.com>); Amy Stathos (amy.stathos@icann.org<mailto:amy.stathos@icann.org>) Objet : [bylaws-coord] Requested clarification of Question 29; further clarification request for Question 7 Dear Bylaws Coordination group: Please see attached. All three counsels have signed off on these questions from counsel. Pdf versions to follow. Rosemary and Holly _______________________________________________ Accountability-Cross-Community mailing list Accountability-Cross-Community@icann.org<mailto:Accountability-Cross-Community@icann.org> https://mm.icann.org/mailman/listinfo/accountability-cross-community<https://mm.icann.org/mailman/listinfo/accountability-cross-community> _______________________________________________ Accountability-Cross-Community mailing list Accountability-Cross-Community@icann.org<mailto:Accountability-Cross-Community@icann.org> https://mm.icann.org/mailman/listinfo/accountability-cross-community<https://mm.icann.org/mailman/listinfo/accountability-cross-community>
