Hello all, The notes, recordings and transcripts for the WP1 Meeting #17 - 10 July will be available here: https://community.icann.org/x/7ak0Aw A copy of the notes and action items may be found below. Thank you. Best regards, Kim ACTION Items Action: Jordan to approach co-chairs on getting legal advice about the caretaker board Notes Addition to the agenda: to review what we will talk about on next Monday's call. Community Powers on the budget and strategic plan - Jonathan Zuck and the changes made in this draft A strawman, making decision about issues that we have not reached consensus on. The lion's share off comments were supportive, on the right track. Only one detractor. Mainly concerns were about implementation Improve the creation process so the power not necessary. Improve interaction during the budget development process. And some of this could then be shifted to WS2. Second issue was about deadlock and how to break that. The most recent comment being from Cherine, with responses from Jordan and Mathieu Improve engagement in WS2. Limit the number of times a budget could be rejected. Some mentioned capping the process. Some mentioned the caretaker approach, better for Keith's draft and discussion later. Important to do before the budget or strategic plan process is agreed. Unwinding the process would be hard given financial commitments may have been made. Often budgets made without sufficient detail being shared. A specific example is the CWG proposal for clearer information about the IANA budget. A new third paragraph so there is more buy-in, earlier. The community further involved in the development of budget and strategic plan. To address the comment of fixing the problem before it occurs. The power does not enable the community to make changes to the budget, just halt it going further. Suggest 2 cycles of rejection. And this would be met by a requirement to escalate, not a requirement to back down. To not constantly bringing up new issues, to prevent deadlock. WS2 review of the engagement process should render the power redundant. New question: 11b) Do you believe there should be a cap on rejections of a particular plan by the community, requiring escalation to other accountability mechanism, to prevent paralysis? The business constituency raised the question of running the continued resolution which would mean operating without an authorized budget. Need to be clear, not just paralysis, also running the org under last year's budget. Working on last year's budget ok if they were trying to raise the budget, but if they were OK with the current level of expenditure when the community's wish was to reduce the budget then working to last year's budget is not a protection. The board might delay approving the budget until it is in effect. The period may not exist. We have the power to reject under a super majority. Stay with that, and not move to an approval process. Where it would have to go through a positive approval process each year. The text has us addressing the right concerns. Many comments saying need to improve the communications between the community, staff and board to make sure miscommunication does not happen, and the need for the power greatly relieved Jordan: in my member org the council creates a budget that three months later the community votes on and can reject. This backstop power shifts the incentives and the board will know that if it doesn't listen it will face problems later. We might limit the number of returns for the budget, but not the strategic and operations plan. And do not ask the same questions in proposal 2 as in the first, need more specificity. The requirement for more engagement and process between the community and board should included in the bylaws, rather than WS2. And also consider pre-approval and needs of the requirements of the empowered designator model. Different ways to get to the same place. Back and forth between community and the budget. Came from BC, and were not clear what it means when the limit is hit. Does the board get what it wants? Or does it run on last year's budget? Not just the BC mentioned. The other option is escalation, to other accountability mechanisms. While running on last year's budget while that occurs. Last year's budget would be the rule while other accountability mechanisms are considered. Going back and forth on the budget does risk introducing instability, and need to avoid introducing any new measures that do the same. Para 3 talks about WS2, without saying what WS2 would achieve, some text needed make sure the powers stay in place until processes improved in WS2 come into effect. Minimal change that answers the comments we received, for example the BC comment. 10% cut in budget may not be enough. And the cuts may be from services the community wants. Answer, if after 2 rounds to move if necessary to escalation. Community Powers - recall of whole ICANN Board. Keith Drazak Power 5.6 Intended as a discussion document. Summary text from the public comment review. And introduced the CWG dependencies. Strong agreement to the proposal, almost 90%. Some concerns, these were about threshold, as 75% or 80%. Majority supported 75%. And a broad concern about unintended consequences of risk and instability. Should be a last resort. Need to clarify the circumstances that may trigger the spilling should be better defined. Clarify the continuity measures: a caretaker board, how are they apportioned etc. Comment identified a clear need for us to be more specific. CWG: does the CCWG meet the CWG dependencies. Our response was that it appears to. Some comments that there could be a quick process to appoint a new board. But current processes suggest up to a year. So how can we keep the organization going, and this a major continuity measure. "There may be situations..." Comments suggest the need specifics. Suggestion that one reason for silence was that in the member model the members and designators can use any unspecified reason to initiate a recall. But there are specific reasons we can add. 1st proposal deliberately didn't try to predict reasons, could be any future issue. Those who support are supporting an unconstrained proposal. Believes the selective removal is adequate. But do not need to specify criteria. If we have the power, should be unrestricted by criteria. Concern, what if we have a very few SO/AC participating, how to deal with non participation and abstention. And the need to ensure that the section is in sync with the model Whether people participate or not. Saying 5 of the 7 to petition is high, but appropriate. Very high threshold was agreed in comments. What is meant by a set period of time? Is there any point at which there should be a deliberative period with the board? There should be some discussion and the opportunity for the board to defend their position. And doing this does protect the stability issues. A point for discussion in Paris Need to be able to address non participation of SO/AC Removed the alternative 80% option. Concerns about the caretaker board concept. Carefully plan and prepare for the succession process and minimize instability and risk. Need to further define the caretaker board. The process for implementing the caretaker board would require an expedited process. But there can be advice on limits on its actions. Advice had been that this is a commonly understood issues, and can be dealt with. Can requisition advice on this from the lawyers. Action: Jordan to approach co-chairs on getting legal advice about the caretaker board Consider the concern raised on the potential limitation of the pool of candidates. Role of the non-voting board members? "need to elect alternate Board Directors in each Board selection process" If wrong in picking the original then picking the alternate equally likely to be poor. They were intended in the proposal to show potential options. Opposed to the liaisons being "promoted" to voting, note GAC in this regard. Spilling the board not a simple thing, should not be easy. And may never be possible to use. Need professional advice, and not reinvent the wheel. The board has the right to remove all liaisons, the new board could do that, except for the GAC liaison. Some suggestions that the SO/AC chairs/vice chairs are possible director replacements, but they are the ones likely to be leading the removal so a conflict. Ensure awareness of key CWG dependencies. The CWG language was written based on the pre BA member model. Can we check with the CWG chairs, on the substitution of text describing the empowered SO/AC. Yes, discuss with CWG about enforceability. At least in Paris. Read the CWG as giving a great deal flexibility, though can check. Is the CWG happy with the new models is the key question. Not pre-judgeing a member model per-se, just saying the powers should exist. Monday call. 2 hours available. Agenda: Community powers on the bylaws, the ability to block standard bylaws, Izumi will lead on. Approval of fundamental bylaws, which is Jordan. Alan to address individual director removal. And some additional text on the 8 July discussion on the community mechanism. And review of the papers today. Any other outstanding items for Monday or today? Istanbul, spreadsheet on the super majority thresholds, adjust to consider the different proportions of the different votes available, and what happens should one SO/AC drop out on a particular issue. Need to be ready for this in Paris. Paper on community mechanisms, one issue was the critical mass to take action, and need to come to closure on the weighting scheme. GAC roll in the community empowerment mechanism being considered. At least something for the GAC to say what it needs. Waiting for memos from the lawyers. Action: Jordan to approach co-chairs on getting legal advice about the caretaker board Issues for Paris: * About budget, strategic and ops plan, need for some deliberative period with the board before action taken. * Discuss with CWG about enforceability. * Adjusted spreadsheet on the super majority thresholds (Istanbul), should be made ready for Paris. END