Dear All, The notes, recordings and transcripts for the Intensive Meeting Day 2 Session 2 - 24 April will be available here: https://community.icann.org/display/acctcrosscomm/Day+2+-+Session+2 <https://community.icann.org/display/acctcrosscomm/Day+1+-+Session+3> A copy of the notes and a summary of the session may be found below. Thanks, Best regards Brenda IN SUMMARY Recap of session 1 ACTION ITEM - Take on FAQs suggestion and publish the responses ACTION ITEM - Provide Sebastien with an answer on models Preserving ICANN commitments from the AoC ACTION ITEM - Change commit into shall ACTION ITEM - Justify decisions we are taking with regards to AoC. ACTION ITEM - Use brackets to highlight different options and move back to this later ACTION ITEM – Defer to lawyers on principal office or HQ AGREEMENT - Change non-commercial to non-financial ACTION ITEM - Second read 8.b proposal (fundamental or not) AoC Reviews ACTION ITEM - Determine how we can insert diversity into text. Sébastien to provide draft text. AGREEMENT - This will be presented for public comment with note that diversity would need to be inserted into text. Bylaws changes suggested by stress tests AGREEMENT – No objections - reading complete Next Steps ACTION ITEM - Defer recap to session 3 NOTES (Notes have not been reviewed by CCWG-CoChairs yet) These high-level notes are designed to help you navigate through content of the call and do not substitute in any way the transcript. Becky Burr - Josh Hoffeimer - Edward McNicholas on phone line only Recap of session 1 We went through items listed under WS2 and the list was confirmed by the group along with a suggestion to add transparency and diversity. We have discussed sections 1-5 of report and have confirmed what is in the report in terms of substance. An amendment to ICANN "remains" accountable was suggested by Robin. We are waiting for the suggested text to sent to group. Content of these sections was confirmed. There was a suggestion that we should reorganize report: it takes 25 pages before finding conclusions. Glossary will be added to the report. We need a good summary document to make it easier for community to read the documents. The questions assembled for the public comment period will be to the point, clear and easy to understand to make sure we have answers that are reflective of the recommendations. We further discussed weighing options. Variations will be presented to community for comment. Models boil down to designators and members. More discussion is needed on liability i.e. liability risk of being sued if incorporated under California law and jurisdiction. Membership model is the reference for our work - it is getting substantial traction in our group. Designators will be reference in comment period. - Bylaws model will be among the models up for consideration. ACTION ITEM - Take on FAQs suggestion and publish the responses ACTION ITEM - Provide Sebastien with an answer on models Preserving ICANN commitments from the AoC We have talked about incorporation of AoC into Bylaws as part of mission, core values conversation. The initiative to bring AoC reviews into Bylaws stems from ST #14 - without the IANA contract it presents opportunity for ICANN to walk away from AoC. WP1 determined which paragraphs would be appropriate to be migrated into Bylaws. We then turned to AoC reviews. We added comment that if successful - the document becomes unnecessary The next ATRT could be triggered by the next Bylaws. On paragraph 7 - ICANN "commits" is appropriate in Affirmation but not in Bylaws ACTION ITEM - Change commit into shall Mapping AoC into core values was covered yesterday. 8.b is ICANN's commitment to maintain not-for-profit under US jurisdiction. That is substantially covered by Bylaws article 18.1. Existing bylaw provision is being preserved and AoC brought into Bylaws to fill in gaps. We then need to turn to question of whether 18.1 article needs to be a fundamental Bylaw. Not-for-Profit is featured in articles of incorporation item 3. We should clarify whether veto does apply to articles of incorporation or possibly to give positive consent - Insertion of non-commercial financial impact: the is specified under general commitment and there is no added value. Searching for non commercial financial impact definition as concerns might be introducing something that might be ambiguous. With regards to #8, the articles of incorporation - unless made supermajority - can be changed as easily as Bylaws (not fundamental Bylaws). We need to justify why we are taking significant step. Articles of Incorporation are a statement of fact - bylaws are a statement about future. ACTION ITEM - Justify decisions we are taking with regards to AoC. - We need to make sure we don't get into wordsmithing. Non-commercial is something we need to be aware of. - Our reliance upon articles to capture not-for-profit assumes we have power to block changes to articles. If we cannot control change, we need to migrate non-commercial article into Bylaws --> Articles amendments currently require 2/3 approval by directors, and if there are members, 2/3 of the members - We don't need to refer to non-commercial otherwise commercial will be excluded from paragraph. "Will" perform is not acceptable, "Shall" is obligation. (or should) ACTION ITEM - Use brackets to highlight different options and move back to this later - AoC 4 (impact assessment) & 7 (general transparency requirements) include important concepts for transparency. It is proposed that they be inserted into Bylaws -ICANN is considered business club - it is opportunity for ICANN to show it has other impact than commercial. Suggestion to change "non commercial" to "non-financial" Non-commercial is wider than non-financial. AGREEMENT - Change non-commercial to non-financial - All AoC are promoting SSR, transparency, multistakeholder. Section c is about particular jurisdiction. If it was more general it would be fundamental. But since under particular jurisdiction don't see how this is fundamental. - Option between HQs and principles: HQs have more meaning than principles. Suggestion to seek HQs instead of having principles. Whether this paragraph would be fundamental and normal: if we put every thing from AoC into fundamental, could create sensitivies outside CCWG. - Fundamental difference between paragraphs from AoC and this one relating to HQs location. We have among the community conflicting views about it. Consider more carefully - This does not need to be fundamental bylaws. Even if imported AoC reviews, it is already in bylaws that statement is a strong arm that had nothing to do with reviews itself. Let's not make it stronger than it already is. - 1) principal office & HQs - deferred to lawyers ; 2) import 8.b. into bylaws and giving it fundamental or standard protection. ACTION ITEM – Defer to lawyers on principal office or HQ - Surprised b not brought into bylaws as fundamental (multistakehoder etc) - 8b should be fundamental bylaw. this will be scrutinized. - Reference it as normal Bylaw - alternative would be fundamental Bylaw - Lawyers have focused on governance documents. Empower the community to have more control. Cautionnary flags that recommendation or outcome that fundamental decision whether decision to be moved out of US could be decision of vote (2/3) - that would not be consistent with drivers. Recognize that this decision is momentus and avoid perception that jurisdictional shift could be engineered by specific group RECAP: Confusion about what is being proposed. To be rediscussed. ACTION ITEM - Second read 8.b proposal (fundamental or not) AoC Reviews Community has requested that reviews should be imported into Bylaws. Text has been proposed. First reading indicated overall agreement of what would look like. 4 suggestions were made: 1) ability to sunset old review and create new ones; 2) community appoints its representatives; 3) access to internal documents; 4) timeframe; 5) Board shall consider approval and begin implementation. Requirements would apply to all reviews ATRT2 recommended that there be an annual report. There have been yearly periodic reviews about progress to be made in implementing changes. Objective is to integrate ATRT requirement into a Bylaw statement. - Diversity concerns: we need to find a way to have diversity in any new group created. --> Only diversity you can make is ask groups to consider diversity given that no prescribed methodology. ACTION ITEM - Determine how we can insert diversity into text. Sébastien to provide draft text. AGREEMENT - This will be presented for public comment with note that diversity would need to be inserted into text. Bylaws changes suggested by stress tests 6.8.1 is a reflection of ATRT recommendation: force Board to respond to Adivsory Committee formal advice. Require consultation and mutually acceptable solutionfor GAC advice that is backed by consensus. AGREEMENT – No objections - reading complete Next Steps ACTION ITEM - Defer recap to session 3