As per my comment in the CCWG meeting earlier today, here is a list of the issues still to be resolved from the ALAC statement on the 3rd Draft Proposal. There are three issues currently under discussion. 1. ICANN Mission and ensuring that contract provisions will not be invalidated or be unenforceable. 2. The issue regarding market mechanisms. 3. Human Rights (original issue resolved but pending final wording). Issues to be addressed. 1. The first is a relatively trivial one and easily addressed. Rec# 4, in the section on replacing the Interim Board states: "SOs, ACs, and the Nominating Committee will develop replacement processes that ensure the Interim Board will not be in place for more than 120 days." The ALAC request that this be changed to: "SOs, ACs, and the Nominating Committee will develop processes designed to replace Interim Board members within 120 days." By removing the word "ensure", this change, while not altering the intent, goes along with the recent practice of not putting hard deadlines in the Bylaws, deadlines that for one reason or another may not be met in a particular instance. 2. Rec# 10, AoC. The Recommendation suggests that as part of organizational reviews, the AC/SO's accountability be included in the review. The ALAC suggests that this be enshrined in Article IV, Section 4.1 of the ICANN Bylaws. 3. On page 14, item 2 of the draft proposal (and on page 5 of Annex 1), it says "The members of the unincorporated association would be representatives of ICANN's Supporting Organizations and Advisory Committees that wish to participate." We have never discussed how such members are identified. Presumably we should to specify that each participating AC/SO must identify who it's representative will be.
Dear All, I think people contuinue to go to the last milimiter of the road and generate a new discussion and debate about the number of représentatives in Unincorprated associattion représentatives and start a new round of bebates and dispute Do we need this information now pls ? Kavouss 2016-01-27 6:14 GMT+01:00 Alan Greenberg <alan.greenberg@mcgill.ca>:
As per my comment in the CCWG meeting earlier today, here is a list of the issues still to be resolved from the ALAC statement on the 3rd Draft Proposal.
There are three issues currently under discussion.
1. ICANN Mission and ensuring that contract provisions will not be invalidated or be unenforceable.
2. The issue regarding market mechanisms.
3. Human Rights (original issue resolved but pending final wording).
Issues to be addressed.
1. The first is a relatively trivial one and easily addressed. Rec# 4, in the section on replacing the Interim Board states:
"SOs, ACs, and the Nominating Committee will develop replacement processes that ensure the Interim Board will not be in place for more than 120 days."
The ALAC request that this be changed to:
"SOs, ACs, and the Nominating Committee will develop processes designed to replace Interim Board members within 120 days."
By removing the word "ensure", this change, while not altering the intent, goes along with the recent practice of not putting hard deadlines in the Bylaws, deadlines that for one reason or another may not be met in a particular instance.
2. Rec# 10, AoC. The Recommendation suggests that as part of organizational reviews, the AC/SO's accountability be included in the review. The ALAC suggests that this be enshrined in Article IV, Section 4.1 of the ICANN Bylaws.
3. On page 14, item 2 of the draft proposal (and on page 5 of Annex 1), it says "The members of the unincorporated association would be representatives of ICANN's Supporting Organizations and Advisory Committees that wish to participate." We have never discussed how such members are identified. Presumably we should to specify that each participating AC/SO must identify who it's representative will be.
_______________________________________________ Accountability-Cross-Community mailing list Accountability-Cross-Community@icann.org https://mm.icann.org/mailman/listinfo/accountability-cross-community
Well even if we don't need it now. It will be good to recognise that it's yet to be discussed. However considering that the UA is required once board approves the proposal then it may be good to determine and conclude on this soon enough. That said, it may be good to be sure that those member representatives have no power to act unilaterally. I would have thought using 1 stone to kill to birds will be good i.e making the various chairs/leaders of SO/AC to serve is such capacity. That gives some level of responsibility and security on that various SO/AC can always boot out their leader whenever required. Regards On 27 Jan 2016 15:02, "Kavouss Arasteh" <kavouss.arasteh@gmail.com> wrote:
Dear All, I think people contuinue to go to the last milimiter of the road and generate a new discussion and debate about the number of représentatives in Unincorprated associattion représentatives and start a new round of bebates and dispute Do we need this information now pls ? Kavouss
2016-01-27 6:14 GMT+01:00 Alan Greenberg <alan.greenberg@mcgill.ca>:
As per my comment in the CCWG meeting earlier today, here is a list of the issues still to be resolved from the ALAC statement on the 3rd Draft Proposal.
There are three issues currently under discussion.
1. ICANN Mission and ensuring that contract provisions will not be invalidated or be unenforceable.
2. The issue regarding market mechanisms.
3. Human Rights (original issue resolved but pending final wording).
Issues to be addressed.
1. The first is a relatively trivial one and easily addressed. Rec# 4, in the section on replacing the Interim Board states:
"SOs, ACs, and the Nominating Committee will develop replacement processes that ensure the Interim Board will not be in place for more than 120 days."
The ALAC request that this be changed to:
"SOs, ACs, and the Nominating Committee will develop processes designed to replace Interim Board members within 120 days."
By removing the word "ensure", this change, while not altering the intent, goes along with the recent practice of not putting hard deadlines in the Bylaws, deadlines that for one reason or another may not be met in a particular instance.
2. Rec# 10, AoC. The Recommendation suggests that as part of organizational reviews, the AC/SO's accountability be included in the review. The ALAC suggests that this be enshrined in Article IV, Section 4.1 of the ICANN Bylaws.
3. On page 14, item 2 of the draft proposal (and on page 5 of Annex 1), it says "The members of the unincorporated association would be representatives of ICANN's Supporting Organizations and Advisory Committees that wish to participate." We have never discussed how such members are identified. Presumably we should to specify that each participating AC/SO must identify who it's representative will be.
_______________________________________________ Accountability-Cross-Community mailing list Accountability-Cross-Community@icann.org https://mm.icann.org/mailman/listinfo/accountability-cross-community
_______________________________________________ Accountability-Cross-Community mailing list Accountability-Cross-Community@icann.org https://mm.icann.org/mailman/listinfo/accountability-cross-community
We agree that the language that ALAC points to (reproduced directly below) could be clarified: “ 3. On page 14, item 2 of the draft proposal (and on page 5 of Annex 1), it says "The members of the unincorporated association would be representatives of ICANN's Supporting Organizations and Advisory Committees that wish to participate." We have never discussed how such members are identified. Presumably we should to specify that each participating AC/SO must identify who it's representative will be.” The notion is that some persons are needed to ensure that the decisions of the Empowered Community are implemented. While the participating SOs and ACs will be members of the unincorporated association, each participating SO and AC should have a representative , and for simplicity we recommend that in each instance it be the chair of the AC or SO. We have addressed this notion in our memo about implementation of the unincorporated association, which we circulated a link to last week in our high level comments regarding the IRP. HOLLY J. GREGORY Partner and Co-Chair Global Corporate Governance & Executive Compensation Practice Sidley Austin LLP +1 212 839 5853 holly.gregory@sidley.com<mailto:holly.gregory@sidley.com> From: accountability-cross-community-bounces@icann.org [mailto:accountability-cross-community-bounces@icann.org] On Behalf Of Seun Ojedeji Sent: Wednesday, January 27, 2016 9:47 AM To: Kavouss Arasteh Cc: accountability-cross-community@icann.org Subject: Re: [CCWG-ACCT] Open ALAC Issues Well even if we don't need it now. It will be good to recognise that it's yet to be discussed. However considering that the UA is required once board approves the proposal then it may be good to determine and conclude on this soon enough. That said, it may be good to be sure that those member representatives have no power to act unilaterally. I would have thought using 1 stone to kill to birds will be good i.e making the various chairs/leaders of SO/AC to serve is such capacity. That gives some level of responsibility and security on that various SO/AC can always boot out their leader whenever required. Regards On 27 Jan 2016 15:02, "Kavouss Arasteh" <kavouss.arasteh@gmail.com<mailto:kavouss.arasteh@gmail.com>> wrote: Dear All, I think people contuinue to go to the last milimiter of the road and generate a new discussion and debate about the number of représentatives in Unincorprated associattion représentatives and start a new round of bebates and dispute Do we need this information now pls ? Kavouss 2016-01-27 6:14 GMT+01:00 Alan Greenberg <alan.greenberg@mcgill.ca<mailto:alan.greenberg@mcgill.ca>>: As per my comment in the CCWG meeting earlier today, here is a list of the issues still to be resolved from the ALAC statement on the 3rd Draft Proposal. There are three issues currently under discussion. 1. ICANN Mission and ensuring that contract provisions will not be invalidated or be unenforceable. 2. The issue regarding market mechanisms. 3. Human Rights (original issue resolved but pending final wording). Issues to be addressed. 1. The first is a relatively trivial one and easily addressed. Rec# 4, in the section on replacing the Interim Board states: "SOs, ACs, and the Nominating Committee will develop replacement processes that ensure the Interim Board will not be in place for more than 120 days." The ALAC request that this be changed to: "SOs, ACs, and the Nominating Committee will develop processes designed to replace Interim Board members within 120 days." By removing the word "ensure", this change, while not altering the intent, goes along with the recent practice of not putting hard deadlines in the Bylaws, deadlines that for one reason or another may not be met in a particular instance. 2. Rec# 10, AoC. The Recommendation suggests that as part of organizational reviews, the AC/SO's accountability be included in the review. The ALAC suggests that this be enshrined in Article IV, Section 4.1 of the ICANN Bylaws. 3. On page 14, item 2 of the draft proposal (and on page 5 of Annex 1), it says "The members of the unincorporated association would be representatives of ICANN's Supporting Organizations and Advisory Committees that wish to participate." We have never discussed how such members are identified. Presumably we should to specify that each participating AC/SO must identify who it's representative will be. _______________________________________________ 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://urldefense.proofpoint.com/v2/url?u=https-3A__mm.icann.org_mailman_listinfo_accountability-2Dcross-2Dcommunity&d=CwMFaQ&c=Od00qP2XTg0tXf_H69-T2w&r=1-1w8mU_eFprE2Nn9QnYf01XIV88MOwkXwHYEbF2Y_8&m=VWflpiUtgdiywujOIhhFEf6PRwUiyMJNZSuP3-Vr7Kw&s=JExKN_zNPIAPgqvkqpXn8EaVYDwgZJQdIQKUqOvVj4A&e=> _______________________________________________ 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://urldefense.proofpoint.com/v2/url?u=https-3A__mm.icann.org_mailman_listinfo_accountability-2Dcross-2Dcommunity&d=CwMFaQ&c=Od00qP2XTg0tXf_H69-T2w&r=1-1w8mU_eFprE2Nn9QnYf01XIV88MOwkXwHYEbF2Y_8&m=VWflpiUtgdiywujOIhhFEf6PRwUiyMJNZSuP3-Vr7Kw&s=JExKN_zNPIAPgqvkqpXn8EaVYDwgZJQdIQKUqOvVj4A&e=> **************************************************************************************************** This e-mail is sent by a law firm and may contain information that is privileged or confidential. If you are not the intended recipient, please delete the e-mail and any attachments and notify us immediately. ****************************************************************************************************
I don't mean to be pedantic about this, but are the SOs and ACs also going to be constituted as UAs??? Otherwise, I see an issue -- surely to form the EC as a UA, the members of the UA need to be persons (whether natural or legal matters not). So it seems to me that all the SOs and ACs need to have legal personality. Or will the members of the EC just be the Chairs of the SOs and ACs in a personal capacity?? On 27/01/16 18:11, Gregory, Holly wrote:
We agree that the language that ALAC points to (reproduced directly below) could be clarified:
“ 3. On page 14, item 2 of the draft proposal (and on page 5 of Annex 1), it says "The members of the unincorporated association would be representatives of ICANN's Supporting Organizations and Advisory Committees that wish to participate." We have never discussed how such members are identified. Presumably we should to specify that each participating AC/SO must identify who it's representative will be.”
The notion is that some persons are needed to ensure that the decisions of the Empowered Community are implemented. While the participating SOs and ACs will be members of the unincorporated association, each participating SO and AC should have a representative , and for simplicity we recommend that in each instance it be the chair of the AC or SO. We have addressed this notion in our memo about implementation of the unincorporated association, which we circulated a link to last week in our high level comments regarding the IRP.
HOLLY J. GREGORY Partner and Co-Chair Global Corporate Governance & Executive Compensation Practice
*Sidley Austin LLP** *+1 212 839 5853 holly.gregory@sidley.com <mailto:holly.gregory@sidley.com>
*From:*accountability-cross-community-bounces@icann.org [mailto:accountability-cross-community-bounces@icann.org] *On Behalf Of *Seun Ojedeji *Sent:* Wednesday, January 27, 2016 9:47 AM *To:* Kavouss Arasteh *Cc:* accountability-cross-community@icann.org *Subject:* Re: [CCWG-ACCT] Open ALAC Issues
Well even if we don't need it now. It will be good to recognise that it's yet to be discussed. However considering that the UA is required once board approves the proposal then it may be good to determine and conclude on this soon enough.
That said, it may be good to be sure that those member representatives have no power to act unilaterally. I would have thought using 1 stone to kill to birds will be good i.e making the various chairs/leaders of SO/AC to serve is such capacity. That gives some level of responsibility and security on that various SO/AC can always boot out their leader whenever required.
Regards
On 27 Jan 2016 15:02, "Kavouss Arasteh" <kavouss.arasteh@gmail.com <mailto:kavouss.arasteh@gmail.com>> wrote:
Dear All,
I think people contuinue to go to the last milimiter of the road and generate a new discussion and debate about the number of représentatives in Unincorprated associattion représentatives and start a new round of bebates and dispute
Do we need this information now pls ?
Kavouss
2016-01-27 6:14 GMT+01:00 Alan Greenberg <alan.greenberg@mcgill.ca <mailto:alan.greenberg@mcgill.ca>>:
As per my comment in the CCWG meeting earlier today, here is a list of the issues still to be resolved from the ALAC statement on the 3rd Draft Proposal.
There are three issues currently under discussion.
1. ICANN Mission and ensuring that contract provisions will not be invalidated or be unenforceable.
2. The issue regarding market mechanisms.
3. Human Rights (original issue resolved but pending final wording).
Issues to be addressed.
1. The first is a relatively trivial one and easily addressed. Rec# 4, in the section on replacing the Interim Board states:
"SOs, ACs, and the Nominating Committee will develop replacement processes that ensure the Interim Board will not be in place for more than 120 days."
The ALAC request that this be changed to:
"SOs, ACs, and the Nominating Committee will develop processes designed to replace Interim Board members within 120 days."
By removing the word "ensure", this change, while not altering the intent, goes along with the recent practice of not putting hard deadlines in the Bylaws, deadlines that for one reason or another may not be met in a particular instance.
2. Rec# 10, AoC. The Recommendation suggests that as part of organizational reviews, the AC/SO's accountability be included in the review. The ALAC suggests that this be enshrined in Article IV, Section 4.1 of the ICANN Bylaws.
3. On page 14, item 2 of the draft proposal (and on page 5 of Annex 1), it says "The members of the unincorporated association would be representatives of ICANN's Supporting Organizations and Advisory Committees that wish to participate." We have never discussed how such members are identified. Presumably we should to specify that each participating AC/SO must identify who it's representative will be.
_______________________________________________ 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://urldefense.proofpoint.com/v2/url?u=https-3A__mm.icann.org_mailman_li...>
_______________________________________________ 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://urldefense.proofpoint.com/v2/url?u=https-3A__mm.icann.org_mailman_li...>
**************************************************************************************************** This e-mail is sent by a law firm and may contain information that is privileged or confidential. If you are not the intended recipient, please delete the e-mail and any attachments and notify us immediately.
****************************************************************************************************
_______________________________________________ Accountability-Cross-Community mailing list Accountability-Cross-Community@icann.org https://mm.icann.org/mailman/listinfo/accountability-cross-community
Hello All, I thought the basis of the model was that either each so/ac would appoint a person to be the legal persons or a small number of nominated individuals (2 was discussed I think) would provide the required legal personhood but would not be empowered to do anything without instruction from the so/acs. We now seem to be heading back to a requirement that so/acs for lead entities in some way which is challenging for some to say the least! Could we please get clarity on where we are at with this? Cheers, Chris
On 28 Jan 2016, at 05:16 , Nigel Roberts <nigel@channelisles.net> wrote:
I don't mean to be pedantic about this, but are the SOs and ACs also going to be constituted as UAs???
Otherwise, I see an issue -- surely to form the EC as a UA, the members of the UA need to be persons (whether natural or legal matters not).
So it seems to me that all the SOs and ACs need to have legal personality.
Or will the members of the EC just be the Chairs of the SOs and ACs in a personal capacity??
On 27/01/16 18:11, Gregory, Holly wrote:
We agree that the language that ALAC points to (reproduced directly below) could be clarified:
“ 3. On page 14, item 2 of the draft proposal (and on page 5 of Annex 1), it says "The members of the unincorporated association would be representatives of ICANN's Supporting Organizations and Advisory Committees that wish to participate." We have never discussed how such members are identified. Presumably we should to specify that each participating AC/SO must identify who it's representative will be.”
The notion is that some persons are needed to ensure that the decisions of the Empowered Community are implemented. While the participating SOs and ACs will be members of the unincorporated association, each participating SO and AC should have a representative , and for simplicity we recommend that in each instance it be the chair of the AC or SO. We have addressed this notion in our memo about implementation of the unincorporated association, which we circulated a link to last week in our high level comments regarding the IRP.
HOLLY J. GREGORY Partner and Co-Chair Global Corporate Governance & Executive Compensation Practice
*Sidley Austin LLP** *+1 212 839 5853 holly.gregory@sidley.com <mailto:holly.gregory@sidley.com>
*From:*accountability-cross-community-bounces@icann.org [mailto:accountability-cross-community-bounces@icann.org] *On Behalf Of *Seun Ojedeji *Sent:* Wednesday, January 27, 2016 9:47 AM *To:* Kavouss Arasteh *Cc:* accountability-cross-community@icann.org *Subject:* Re: [CCWG-ACCT] Open ALAC Issues
Well even if we don't need it now. It will be good to recognise that it's yet to be discussed. However considering that the UA is required once board approves the proposal then it may be good to determine and conclude on this soon enough.
That said, it may be good to be sure that those member representatives have no power to act unilaterally. I would have thought using 1 stone to kill to birds will be good i.e making the various chairs/leaders of SO/AC to serve is such capacity. That gives some level of responsibility and security on that various SO/AC can always boot out their leader whenever required.
Regards
On 27 Jan 2016 15:02, "Kavouss Arasteh" <kavouss.arasteh@gmail.com <mailto:kavouss.arasteh@gmail.com>> wrote:
Dear All,
I think people contuinue to go to the last milimiter of the road and generate a new discussion and debate about the number of représentatives in Unincorprated associattion représentatives and start a new round of bebates and dispute
Do we need this information now pls ?
Kavouss
2016-01-27 6:14 GMT+01:00 Alan Greenberg <alan.greenberg@mcgill.ca <mailto:alan.greenberg@mcgill.ca>>:
As per my comment in the CCWG meeting earlier today, here is a list of the issues still to be resolved from the ALAC statement on the 3rd Draft Proposal.
There are three issues currently under discussion.
1. ICANN Mission and ensuring that contract provisions will not be invalidated or be unenforceable.
2. The issue regarding market mechanisms.
3. Human Rights (original issue resolved but pending final wording).
Issues to be addressed.
1. The first is a relatively trivial one and easily addressed. Rec# 4, in the section on replacing the Interim Board states:
"SOs, ACs, and the Nominating Committee will develop replacement processes that ensure the Interim Board will not be in place for more than 120 days."
The ALAC request that this be changed to:
"SOs, ACs, and the Nominating Committee will develop processes designed to replace Interim Board members within 120 days."
By removing the word "ensure", this change, while not altering the intent, goes along with the recent practice of not putting hard deadlines in the Bylaws, deadlines that for one reason or another may not be met in a particular instance.
2. Rec# 10, AoC. The Recommendation suggests that as part of organizational reviews, the AC/SO's accountability be included in the review. The ALAC suggests that this be enshrined in Article IV, Section 4.1 of the ICANN Bylaws.
3. On page 14, item 2 of the draft proposal (and on page 5 of Annex 1), it says "The members of the unincorporated association would be representatives of ICANN's Supporting Organizations and Advisory Committees that wish to participate." We have never discussed how such members are identified. Presumably we should to specify that each participating AC/SO must identify who it's representative will be.
_______________________________________________ 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://urldefense.proofpoint.com/v2/url?u=https-3A__mm.icann.org_mailman_li...>
_______________________________________________ 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://urldefense.proofpoint.com/v2/url?u=https-3A__mm.icann.org_mailman_li...>
**************************************************************************************************** This e-mail is sent by a law firm and may contain information that is privileged or confidential. If you are not the intended recipient, please delete the e-mail and any attachments and notify us immediately.
****************************************************************************************************
_______________________________________________ Accountability-Cross-Community mailing list Accountability-Cross-Community@icann.org https://mm.icann.org/mailman/listinfo/accountability-cross-community
_______________________________________________ Accountability-Cross-Community mailing list Accountability-Cross-Community@icann.org https://mm.icann.org/mailman/listinfo/accountability-cross-community
Chris is completely right. The UA doesn't make decisions - it acts only on the instructions of the SOs and ACs. It has to have one or two humans (or entities) as members to exist, but they won't have the decision rights. I am sure that the lawyers can point to their memos that set this all out in depth. It was discussed in great detail in the middle of 2015, and resolved.... bests Jordan On 28 January 2016 at 09:25, Chris Disspain <ceo@auda.org.au> wrote:
Hello All,
I thought the basis of the model was that either each so/ac would appoint a person to be the legal persons or a small number of nominated individuals (2 was discussed I think) would provide the required legal personhood but would not be empowered to do anything without instruction from the so/acs. We now seem to be heading back to a requirement that so/acs for lead entities in some way which is challenging for some to say the least!
Could we please get clarity on where we are at with this?
Cheers,
Chris
On 28 Jan 2016, at 05:16 , Nigel Roberts <nigel@channelisles.net> wrote:
I don't mean to be pedantic about this, but are the SOs and ACs also going to be constituted as UAs???
Otherwise, I see an issue -- surely to form the EC as a UA, the members of the UA need to be persons (whether natural or legal matters not).
So it seems to me that all the SOs and ACs need to have legal personality.
Or will the members of the EC just be the Chairs of the SOs and ACs in a personal capacity??
On 27/01/16 18:11, Gregory, Holly wrote:
We agree that the language that ALAC points to (reproduced directly below) could be clarified:
“ 3. On page 14, item 2 of the draft proposal (and on page 5 of Annex 1), it says "The members of the unincorporated association would be representatives of ICANN's Supporting Organizations and Advisory Committees that wish to participate." We have never discussed how such members are identified. Presumably we should to specify that each participating AC/SO must identify who it's representative will be.”
The notion is that some persons are needed to ensure that the decisions of the Empowered Community are implemented. While the participating SOs and ACs will be members of the unincorporated association, each participating SO and AC should have a representative , and for simplicity we recommend that in each instance it be the chair of the AC or SO. We have addressed this notion in our memo about implementation of the unincorporated association, which we circulated a link to last week in our high level comments regarding the IRP.
HOLLY J. GREGORY Partner and Co-Chair Global Corporate Governance & Executive Compensation Practice
*Sidley Austin LLP** *+1 212 839 5853 holly.gregory@sidley.com <mailto:holly.gregory@sidley.com <holly.gregory@sidley.com>>
*From:*accountability-cross-community-bounces@icann.org [mailto:accountability-cross-community-bounces@icann.org <accountability-cross-community-bounces@icann.org>] *On Behalf Of *Seun Ojedeji *Sent:* Wednesday, January 27, 2016 9:47 AM *To:* Kavouss Arasteh *Cc:* accountability-cross-community@icann.org *Subject:* Re: [CCWG-ACCT] Open ALAC Issues
Well even if we don't need it now. It will be good to recognise that it's yet to be discussed. However considering that the UA is required once board approves the proposal then it may be good to determine and conclude on this soon enough.
That said, it may be good to be sure that those member representatives have no power to act unilaterally. I would have thought using 1 stone to kill to birds will be good i.e making the various chairs/leaders of SO/AC to serve is such capacity. That gives some level of responsibility and security on that various SO/AC can always boot out their leader whenever required.
Regards
On 27 Jan 2016 15:02, "Kavouss Arasteh" <kavouss.arasteh@gmail.com <mailto:kavouss.arasteh@gmail.com <kavouss.arasteh@gmail.com>>> wrote:
Dear All,
I think people contuinue to go to the last milimiter of the road and generate a new discussion and debate about the number of représentatives in Unincorprated associattion représentatives and start a new round of bebates and dispute
Do we need this information now pls ?
Kavouss
2016-01-27 6:14 GMT+01:00 Alan Greenberg <alan.greenberg@mcgill.ca <mailto:alan.greenberg@mcgill.ca <alan.greenberg@mcgill.ca>>>:
As per my comment in the CCWG meeting earlier today, here is a list of the issues still to be resolved from the ALAC statement on the 3rd Draft Proposal.
There are three issues currently under discussion.
1. ICANN Mission and ensuring that contract provisions will not be invalidated or be unenforceable.
2. The issue regarding market mechanisms.
3. Human Rights (original issue resolved but pending final wording).
Issues to be addressed.
1. The first is a relatively trivial one and easily addressed. Rec# 4, in the section on replacing the Interim Board states:
"SOs, ACs, and the Nominating Committee will develop replacement processes that ensure the Interim Board will not be in place for more than 120 days."
The ALAC request that this be changed to:
"SOs, ACs, and the Nominating Committee will develop processes designed to replace Interim Board members within 120 days."
By removing the word "ensure", this change, while not altering the intent, goes along with the recent practice of not putting hard deadlines in the Bylaws, deadlines that for one reason or another may not be met in a particular instance.
2. Rec# 10, AoC. The Recommendation suggests that as part of organizational reviews, the AC/SO's accountability be included in the review. The ALAC suggests that this be enshrined in Article IV, Section 4.1 of the ICANN Bylaws.
3. On page 14, item 2 of the draft proposal (and on page 5 of Annex 1), it says "The members of the unincorporated association would be representatives of ICANN's Supporting Organizations and Advisory Committees that wish to participate." We have never discussed how such members are identified. Presumably we should to specify that each participating AC/SO must identify who it's representative will be.
_______________________________________________ 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://urldefense.proofpoint.com/v2/url?u=https-3A__mm.icann.org_mailman_li...
_______________________________________________ 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://urldefense.proofpoint.com/v2/url?u=https-3A__mm.icann.org_mailman_li...
**************************************************************************************************** This e-mail is sent by a law firm and may contain information that is privileged or confidential. If you are not the intended recipient, please delete the e-mail and any attachments and notify us immediately.
****************************************************************************************************
_______________________________________________ Accountability-Cross-Community mailing list Accountability-Cross-Community@icann.org https://mm.icann.org/mailman/listinfo/accountability-cross-community
_______________________________________________ Accountability-Cross-Community mailing list Accountability-Cross-Community@icann.org https://mm.icann.org/mailman/listinfo/accountability-cross-community
_______________________________________________ Accountability-Cross-Community mailing list Accountability-Cross-Community@icann.org https://mm.icann.org/mailman/listinfo/accountability-cross-community
-- Jordan Carter Chief Executive *InternetNZ* +64-4-495-2118 (office) | +64-21-442-649 (mob) Email: jordan@internetnz.net.nz Skype: jordancarter Web: www.internetnz.nz *A better world through a better Internet *
I don't think Chris is quite right, though he's close. We are not heading back to anything. A basic premise of the Third Draft Proposal is that there will be a legal entity -- an unincorporated association that will be the tool by which the community exercises the Community Powers *after* a decision is made to do so by the participating SO/ACs. But individuals will not themselves provide legal personhood -- that is accomplished through the unincorporated association (the Empowered Community/Single Designator Entity (ECSDE) (or GOLEM, if you prefer that acronym)). I suppose there is one open question, which is the process by which the unincorporated association is set up, and whether any legal or natural persons need to be involved in that. I believe it is clear that a SO/AC can be a decisional entity without having any legal or natural persons involved in setting up the unincorporated association/ECSDE/GOLEM entity. Greg On Wed, Jan 27, 2016 at 3:36 PM, Jordan Carter <jordan@internetnz.net.nz> wrote:
Chris is completely right. The UA doesn't make decisions - it acts only on the instructions of the SOs and ACs. It has to have one or two humans (or entities) as members to exist, but they won't have the decision rights.
I am sure that the lawyers can point to their memos that set this all out in depth. It was discussed in great detail in the middle of 2015, and resolved....
bests Jordan
On 28 January 2016 at 09:25, Chris Disspain <ceo@auda.org.au> wrote:
Hello All,
I thought the basis of the model was that either each so/ac would appoint a person to be the legal persons or a small number of nominated individuals (2 was discussed I think) would provide the required legal personhood but would not be empowered to do anything without instruction from the so/acs. We now seem to be heading back to a requirement that so/acs for lead entities in some way which is challenging for some to say the least!
Could we please get clarity on where we are at with this?
Cheers,
Chris
On 28 Jan 2016, at 05:16 , Nigel Roberts <nigel@channelisles.net> wrote:
I don't mean to be pedantic about this, but are the SOs and ACs also going to be constituted as UAs???
Otherwise, I see an issue -- surely to form the EC as a UA, the members of the UA need to be persons (whether natural or legal matters not).
So it seems to me that all the SOs and ACs need to have legal personality.
Or will the members of the EC just be the Chairs of the SOs and ACs in a personal capacity??
On 27/01/16 18:11, Gregory, Holly wrote:
We agree that the language that ALAC points to (reproduced directly below) could be clarified:
“ 3. On page 14, item 2 of the draft proposal (and on page 5 of Annex 1), it says "The members of the unincorporated association would be representatives of ICANN's Supporting Organizations and Advisory Committees that wish to participate." We have never discussed how such members are identified. Presumably we should to specify that each participating AC/SO must identify who it's representative will be.”
The notion is that some persons are needed to ensure that the decisions of the Empowered Community are implemented. While the participating SOs and ACs will be members of the unincorporated association, each participating SO and AC should have a representative , and for simplicity we recommend that in each instance it be the chair of the AC or SO. We have addressed this notion in our memo about implementation of the unincorporated association, which we circulated a link to last week in our high level comments regarding the IRP.
HOLLY J. GREGORY Partner and Co-Chair Global Corporate Governance & Executive Compensation Practice
*Sidley Austin LLP** *+1 212 839 5853 holly.gregory@sidley.com <mailto:holly.gregory@sidley.com <holly.gregory@sidley.com>>
*From:*accountability-cross-community-bounces@icann.org [mailto:accountability-cross-community-bounces@icann.org <accountability-cross-community-bounces@icann.org>] *On Behalf Of *Seun Ojedeji *Sent:* Wednesday, January 27, 2016 9:47 AM *To:* Kavouss Arasteh *Cc:* accountability-cross-community@icann.org *Subject:* Re: [CCWG-ACCT] Open ALAC Issues
Well even if we don't need it now. It will be good to recognise that it's yet to be discussed. However considering that the UA is required once board approves the proposal then it may be good to determine and conclude on this soon enough.
That said, it may be good to be sure that those member representatives have no power to act unilaterally. I would have thought using 1 stone to kill to birds will be good i.e making the various chairs/leaders of SO/AC to serve is such capacity. That gives some level of responsibility and security on that various SO/AC can always boot out their leader whenever required.
Regards
On 27 Jan 2016 15:02, "Kavouss Arasteh" <kavouss.arasteh@gmail.com <mailto:kavouss.arasteh@gmail.com <kavouss.arasteh@gmail.com>>> wrote:
Dear All,
I think people contuinue to go to the last milimiter of the road and generate a new discussion and debate about the number of représentatives in Unincorprated associattion représentatives and start a new round of bebates and dispute
Do we need this information now pls ?
Kavouss
2016-01-27 6:14 GMT+01:00 Alan Greenberg <alan.greenberg@mcgill.ca <mailto:alan.greenberg@mcgill.ca <alan.greenberg@mcgill.ca>>>:
As per my comment in the CCWG meeting earlier today, here is a list of the issues still to be resolved from the ALAC statement on the 3rd Draft Proposal.
There are three issues currently under discussion.
1. ICANN Mission and ensuring that contract provisions will not be invalidated or be unenforceable.
2. The issue regarding market mechanisms.
3. Human Rights (original issue resolved but pending final wording).
Issues to be addressed.
1. The first is a relatively trivial one and easily addressed. Rec# 4, in the section on replacing the Interim Board states:
"SOs, ACs, and the Nominating Committee will develop replacement processes that ensure the Interim Board will not be in place for more than 120 days."
The ALAC request that this be changed to:
"SOs, ACs, and the Nominating Committee will develop processes designed to replace Interim Board members within 120 days."
By removing the word "ensure", this change, while not altering the intent, goes along with the recent practice of not putting hard deadlines in the Bylaws, deadlines that for one reason or another may not be met in a particular instance.
2. Rec# 10, AoC. The Recommendation suggests that as part of organizational reviews, the AC/SO's accountability be included in the review. The ALAC suggests that this be enshrined in Article IV, Section 4.1 of the ICANN Bylaws.
3. On page 14, item 2 of the draft proposal (and on page 5 of Annex 1), it says "The members of the unincorporated association would be representatives of ICANN's Supporting Organizations and Advisory Committees that wish to participate." We have never discussed how such members are identified. Presumably we should to specify that each participating AC/SO must identify who it's representative will be.
_______________________________________________ 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://urldefense.proofpoint.com/v2/url?u=https-3A__mm.icann.org_mailman_li...
_______________________________________________ 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://urldefense.proofpoint.com/v2/url?u=https-3A__mm.icann.org_mailman_li...
**************************************************************************************************** This e-mail is sent by a law firm and may contain information that is privileged or confidential. If you are not the intended recipient, please delete the e-mail and any attachments and notify us immediately.
****************************************************************************************************
_______________________________________________ Accountability-Cross-Community mailing list Accountability-Cross-Community@icann.org https://mm.icann.org/mailman/listinfo/accountability-cross-community
_______________________________________________ Accountability-Cross-Community mailing list Accountability-Cross-Community@icann.org https://mm.icann.org/mailman/listinfo/accountability-cross-community
_______________________________________________ Accountability-Cross-Community mailing list Accountability-Cross-Community@icann.org https://mm.icann.org/mailman/listinfo/accountability-cross-community
-- Jordan Carter
Chief Executive *InternetNZ*
+64-4-495-2118 (office) | +64-21-442-649 (mob) Email: jordan@internetnz.net.nz Skype: jordancarter Web: www.internetnz.nz
*A better world through a better Internet *
_______________________________________________ Accountability-Cross-Community mailing list Accountability-Cross-Community@icann.org https://mm.icann.org/mailman/listinfo/accountability-cross-community
I apologise for my overenthusiastic rush to completely agree with Chris - the part I thought was completely right is that this issue has been resolved satisfactorily. Greg, your explanation is as ever lucid, clear, and comprehensive (but not excessive). :-) Jordan On 28 January 2016 at 10:05, Greg Shatan <gregshatanipc@gmail.com> wrote:
I don't think Chris is quite right, though he's close. We are not heading back to anything. A basic premise of the Third Draft Proposal is that there will be a legal entity -- an unincorporated association that will be the tool by which the community exercises the Community Powers *after* a decision is made to do so by the participating SO/ACs.
But individuals will not themselves provide legal personhood -- that is accomplished through the unincorporated association (the Empowered Community/Single Designator Entity (ECSDE) (or GOLEM, if you prefer that acronym)).
I suppose there is one open question, which is the process by which the unincorporated association is set up, and whether any legal or natural persons need to be involved in that. I believe it is clear that a SO/AC can be a decisional entity without having any legal or natural persons involved in setting up the unincorporated association/ECSDE/GOLEM entity.
Greg
On Wed, Jan 27, 2016 at 3:36 PM, Jordan Carter <jordan@internetnz.net.nz> wrote:
Chris is completely right. The UA doesn't make decisions - it acts only on the instructions of the SOs and ACs. It has to have one or two humans (or entities) as members to exist, but they won't have the decision rights.
I am sure that the lawyers can point to their memos that set this all out in depth. It was discussed in great detail in the middle of 2015, and resolved....
bests Jordan
On 28 January 2016 at 09:25, Chris Disspain <ceo@auda.org.au> wrote:
Hello All,
I thought the basis of the model was that either each so/ac would appoint a person to be the legal persons or a small number of nominated individuals (2 was discussed I think) would provide the required legal personhood but would not be empowered to do anything without instruction from the so/acs. We now seem to be heading back to a requirement that so/acs for lead entities in some way which is challenging for some to say the least!
Could we please get clarity on where we are at with this?
Cheers,
Chris
On 28 Jan 2016, at 05:16 , Nigel Roberts <nigel@channelisles.net> wrote:
I don't mean to be pedantic about this, but are the SOs and ACs also going to be constituted as UAs???
Otherwise, I see an issue -- surely to form the EC as a UA, the members of the UA need to be persons (whether natural or legal matters not).
So it seems to me that all the SOs and ACs need to have legal personality.
Or will the members of the EC just be the Chairs of the SOs and ACs in a personal capacity??
On 27/01/16 18:11, Gregory, Holly wrote:
We agree that the language that ALAC points to (reproduced directly below) could be clarified:
“ 3. On page 14, item 2 of the draft proposal (and on page 5 of Annex 1), it says "The members of the unincorporated association would be representatives of ICANN's Supporting Organizations and Advisory Committees that wish to participate." We have never discussed how such members are identified. Presumably we should to specify that each participating AC/SO must identify who it's representative will be.”
The notion is that some persons are needed to ensure that the decisions of the Empowered Community are implemented. While the participating SOs and ACs will be members of the unincorporated association, each participating SO and AC should have a representative , and for simplicity we recommend that in each instance it be the chair of the AC or SO. We have addressed this notion in our memo about implementation of the unincorporated association, which we circulated a link to last week in our high level comments regarding the IRP.
HOLLY J. GREGORY Partner and Co-Chair Global Corporate Governance & Executive Compensation Practice
*Sidley Austin LLP** *+1 212 839 5853 holly.gregory@sidley.com <mailto:holly.gregory@sidley.com <holly.gregory@sidley.com>>
*From:*accountability-cross-community-bounces@icann.org [mailto:accountability-cross-community-bounces@icann.org <accountability-cross-community-bounces@icann.org>] *On Behalf Of *Seun Ojedeji *Sent:* Wednesday, January 27, 2016 9:47 AM *To:* Kavouss Arasteh *Cc:* accountability-cross-community@icann.org *Subject:* Re: [CCWG-ACCT] Open ALAC Issues
Well even if we don't need it now. It will be good to recognise that it's yet to be discussed. However considering that the UA is required once board approves the proposal then it may be good to determine and conclude on this soon enough.
That said, it may be good to be sure that those member representatives have no power to act unilaterally. I would have thought using 1 stone to kill to birds will be good i.e making the various chairs/leaders of SO/AC to serve is such capacity. That gives some level of responsibility and security on that various SO/AC can always boot out their leader whenever required.
Regards
On 27 Jan 2016 15:02, "Kavouss Arasteh" <kavouss.arasteh@gmail.com <mailto:kavouss.arasteh@gmail.com <kavouss.arasteh@gmail.com>>> wrote:
Dear All,
I think people contuinue to go to the last milimiter of the road and generate a new discussion and debate about the number of représentatives in Unincorprated associattion représentatives and start a new round of bebates and dispute
Do we need this information now pls ?
Kavouss
2016-01-27 6:14 GMT+01:00 Alan Greenberg <alan.greenberg@mcgill.ca <mailto:alan.greenberg@mcgill.ca <alan.greenberg@mcgill.ca>>>:
As per my comment in the CCWG meeting earlier today, here is a list of the issues still to be resolved from the ALAC statement on the 3rd Draft Proposal.
There are three issues currently under discussion.
1. ICANN Mission and ensuring that contract provisions will not be invalidated or be unenforceable.
2. The issue regarding market mechanisms.
3. Human Rights (original issue resolved but pending final wording).
Issues to be addressed.
1. The first is a relatively trivial one and easily addressed. Rec# 4, in the section on replacing the Interim Board states:
"SOs, ACs, and the Nominating Committee will develop replacement processes that ensure the Interim Board will not be in place for more than 120 days."
The ALAC request that this be changed to:
"SOs, ACs, and the Nominating Committee will develop processes designed to replace Interim Board members within 120 days."
By removing the word "ensure", this change, while not altering the intent, goes along with the recent practice of not putting hard deadlines in the Bylaws, deadlines that for one reason or another may not be met in a particular instance.
2. Rec# 10, AoC. The Recommendation suggests that as part of organizational reviews, the AC/SO's accountability be included in the review. The ALAC suggests that this be enshrined in Article IV, Section 4.1 of the ICANN Bylaws.
3. On page 14, item 2 of the draft proposal (and on page 5 of Annex 1), it says "The members of the unincorporated association would be representatives of ICANN's Supporting Organizations and Advisory Committees that wish to participate." We have never discussed how such members are identified. Presumably we should to specify that each participating AC/SO must identify who it's representative will be.
_______________________________________________ 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://urldefense.proofpoint.com/v2/url?u=https-3A__mm.icann.org_mailman_li...
_______________________________________________ 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://urldefense.proofpoint.com/v2/url?u=https-3A__mm.icann.org_mailman_li...
**************************************************************************************************** This e-mail is sent by a law firm and may contain information that is privileged or confidential. If you are not the intended recipient, please delete the e-mail and any attachments and notify us immediately.
****************************************************************************************************
_______________________________________________ Accountability-Cross-Community mailing list Accountability-Cross-Community@icann.org https://mm.icann.org/mailman/listinfo/accountability-cross-community
_______________________________________________ Accountability-Cross-Community mailing list Accountability-Cross-Community@icann.org https://mm.icann.org/mailman/listinfo/accountability-cross-community
_______________________________________________ Accountability-Cross-Community mailing list Accountability-Cross-Community@icann.org https://mm.icann.org/mailman/listinfo/accountability-cross-community
-- Jordan Carter
Chief Executive *InternetNZ*
+64-4-495-2118 (office) | +64-21-442-649 (mob) Email: jordan@internetnz.net.nz Skype: jordancarter Web: www.internetnz.nz
*A better world through a better Internet *
_______________________________________________ Accountability-Cross-Community mailing list Accountability-Cross-Community@icann.org https://mm.icann.org/mailman/listinfo/accountability-cross-community
-- Jordan Carter Chief Executive *InternetNZ* +64-4-495-2118 (office) | +64-21-442-649 (mob) Email: jordan@internetnz.net.nz Skype: jordancarter Web: www.internetnz.nz *A better world through a better Internet *
Dear Holly, Thank you for clarification YEs we should to specify that : NOT ONLY each participating AC/SO must identify who it's representative will be.” BUT ALSO IHER OR HIS SCOPE OF AUTHORITY AND RESPONSIBLITY on a case by case. NO OVERALL CARTE BANCHE but do we have time to enter to that level of détails at this last but one week ??? Regards Kavouss 2016-01-27 22:07 GMT+01:00 Jordan Carter <jordan@internetnz.net.nz>:
I apologise for my overenthusiastic rush to completely agree with Chris - the part I thought was completely right is that this issue has been resolved satisfactorily.
Greg, your explanation is as ever lucid, clear, and comprehensive (but not excessive).
:-)
Jordan
On 28 January 2016 at 10:05, Greg Shatan <gregshatanipc@gmail.com> wrote:
I don't think Chris is quite right, though he's close. We are not heading back to anything. A basic premise of the Third Draft Proposal is that there will be a legal entity -- an unincorporated association that will be the tool by which the community exercises the Community Powers *after* a decision is made to do so by the participating SO/ACs.
But individuals will not themselves provide legal personhood -- that is accomplished through the unincorporated association (the Empowered Community/Single Designator Entity (ECSDE) (or GOLEM, if you prefer that acronym)).
I suppose there is one open question, which is the process by which the unincorporated association is set up, and whether any legal or natural persons need to be involved in that. I believe it is clear that a SO/AC can be a decisional entity without having any legal or natural persons involved in setting up the unincorporated association/ECSDE/GOLEM entity.
Greg
On Wed, Jan 27, 2016 at 3:36 PM, Jordan Carter <jordan@internetnz.net.nz> wrote:
Chris is completely right. The UA doesn't make decisions - it acts only on the instructions of the SOs and ACs. It has to have one or two humans (or entities) as members to exist, but they won't have the decision rights.
I am sure that the lawyers can point to their memos that set this all out in depth. It was discussed in great detail in the middle of 2015, and resolved....
bests Jordan
On 28 January 2016 at 09:25, Chris Disspain <ceo@auda.org.au> wrote:
Hello All,
I thought the basis of the model was that either each so/ac would appoint a person to be the legal persons or a small number of nominated individuals (2 was discussed I think) would provide the required legal personhood but would not be empowered to do anything without instruction from the so/acs. We now seem to be heading back to a requirement that so/acs for lead entities in some way which is challenging for some to say the least!
Could we please get clarity on where we are at with this?
Cheers,
Chris
On 28 Jan 2016, at 05:16 , Nigel Roberts <nigel@channelisles.net> wrote:
I don't mean to be pedantic about this, but are the SOs and ACs also going to be constituted as UAs???
Otherwise, I see an issue -- surely to form the EC as a UA, the members of the UA need to be persons (whether natural or legal matters not).
So it seems to me that all the SOs and ACs need to have legal personality.
Or will the members of the EC just be the Chairs of the SOs and ACs in a personal capacity??
On 27/01/16 18:11, Gregory, Holly wrote:
We agree that the language that ALAC points to (reproduced directly below) could be clarified:
“ 3. On page 14, item 2 of the draft proposal (and on page 5 of Annex 1), it says "The members of the unincorporated association would be representatives of ICANN's Supporting Organizations and Advisory Committees that wish to participate." We have never discussed how such members are identified. Presumably we should to specify that each participating AC/SO must identify who it's representative will be.”
The notion is that some persons are needed to ensure that the decisions of the Empowered Community are implemented. While the participating SOs and ACs will be members of the unincorporated association, each participating SO and AC should have a representative , and for simplicity we recommend that in each instance it be the chair of the AC or SO. We have addressed this notion in our memo about implementation of the unincorporated association, which we circulated a link to last week in our high level comments regarding the IRP.
HOLLY J. GREGORY Partner and Co-Chair Global Corporate Governance & Executive Compensation Practice
*Sidley Austin LLP** *+1 212 839 5853 holly.gregory@sidley.com <mailto:holly.gregory@sidley.com <holly.gregory@sidley.com>>
*From:*accountability-cross-community-bounces@icann.org [mailto:accountability-cross-community-bounces@icann.org <accountability-cross-community-bounces@icann.org>] *On Behalf Of *Seun Ojedeji *Sent:* Wednesday, January 27, 2016 9:47 AM *To:* Kavouss Arasteh *Cc:* accountability-cross-community@icann.org *Subject:* Re: [CCWG-ACCT] Open ALAC Issues
Well even if we don't need it now. It will be good to recognise that it's yet to be discussed. However considering that the UA is required once board approves the proposal then it may be good to determine and conclude on this soon enough.
That said, it may be good to be sure that those member representatives have no power to act unilaterally. I would have thought using 1 stone to kill to birds will be good i.e making the various chairs/leaders of SO/AC to serve is such capacity. That gives some level of responsibility and security on that various SO/AC can always boot out their leader whenever required.
Regards
On 27 Jan 2016 15:02, "Kavouss Arasteh" <kavouss.arasteh@gmail.com <mailto:kavouss.arasteh@gmail.com <kavouss.arasteh@gmail.com>>> wrote:
Dear All,
I think people contuinue to go to the last milimiter of the road and generate a new discussion and debate about the number of représentatives in Unincorprated associattion représentatives and start a new round of bebates and dispute
Do we need this information now pls ?
Kavouss
2016-01-27 6:14 GMT+01:00 Alan Greenberg <alan.greenberg@mcgill.ca <mailto:alan.greenberg@mcgill.ca <alan.greenberg@mcgill.ca>>>:
As per my comment in the CCWG meeting earlier today, here is a list of the issues still to be resolved from the ALAC statement on the 3rd Draft Proposal.
There are three issues currently under discussion.
1. ICANN Mission and ensuring that contract provisions will not be invalidated or be unenforceable.
2. The issue regarding market mechanisms.
3. Human Rights (original issue resolved but pending final wording).
Issues to be addressed.
1. The first is a relatively trivial one and easily addressed. Rec# 4, in the section on replacing the Interim Board states:
"SOs, ACs, and the Nominating Committee will develop replacement processes that ensure the Interim Board will not be in place for more than 120 days."
The ALAC request that this be changed to:
"SOs, ACs, and the Nominating Committee will develop processes designed to replace Interim Board members within 120 days."
By removing the word "ensure", this change, while not altering the intent, goes along with the recent practice of not putting hard deadlines in the Bylaws, deadlines that for one reason or another may not be met in a particular instance.
2. Rec# 10, AoC. The Recommendation suggests that as part of organizational reviews, the AC/SO's accountability be included in the review. The ALAC suggests that this be enshrined in Article IV, Section 4.1 of the ICANN Bylaws.
3. On page 14, item 2 of the draft proposal (and on page 5 of Annex 1), it says "The members of the unincorporated association would be representatives of ICANN's Supporting Organizations and Advisory Committees that wish to participate." We have never discussed how such members are identified. Presumably we should to specify that each participating AC/SO must identify who it's representative will be.
_______________________________________________ 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://urldefense.proofpoint.com/v2/url?u=https-3A__mm.icann.org_mailman_li...
_______________________________________________ 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://urldefense.proofpoint.com/v2/url?u=https-3A__mm.icann.org_mailman_li...
**************************************************************************************************** This e-mail is sent by a law firm and may contain information that is privileged or confidential. If you are not the intended recipient, please delete the e-mail and any attachments and notify us immediately.
****************************************************************************************************
_______________________________________________ Accountability-Cross-Community mailing list Accountability-Cross-Community@icann.org https://mm.icann.org/mailman/listinfo/accountability-cross-community
_______________________________________________ Accountability-Cross-Community mailing list Accountability-Cross-Community@icann.org https://mm.icann.org/mailman/listinfo/accountability-cross-community
_______________________________________________ Accountability-Cross-Community mailing list Accountability-Cross-Community@icann.org https://mm.icann.org/mailman/listinfo/accountability-cross-community
-- Jordan Carter
Chief Executive *InternetNZ*
+64-4-495-2118 (office) | +64-21-442-649 (mob) Email: jordan@internetnz.net.nz Skype: jordancarter Web: www.internetnz.nz
*A better world through a better Internet *
_______________________________________________ Accountability-Cross-Community mailing list Accountability-Cross-Community@icann.org https://mm.icann.org/mailman/listinfo/accountability-cross-community
-- Jordan Carter
Chief Executive *InternetNZ*
+64-4-495-2118 (office) | +64-21-442-649 (mob) Email: jordan@internetnz.net.nz Skype: jordancarter Web: www.internetnz.nz
*A better world through a better Internet *
_______________________________________________ Accountability-Cross-Community mailing list Accountability-Cross-Community@icann.org https://mm.icann.org/mailman/listinfo/accountability-cross-community
Hello Holly, That makes a lot of sense. It saves having another set of elections and appointment processes, if we can use a defined existing elected role from the SOs and ACs. Regards, Bruce Tonkin From: accountability-cross-community-bounces@icann.org [mailto:accountability-cross-community-bounces@icann.org] On Behalf Of Gregory, Holly Sent: Thursday, 28 January 2016 5:11 AM To: 'Seun Ojedeji' <seun.ojedeji@gmail.com>; Kavouss Arasteh <kavouss.arasteh@gmail.com> Cc: Sidley ICANN CCWG <sidleyicannccwg@sidley.com>; ICANN@adlercolvin.com; accountability-cross-community@icann.org Subject: Re: [CCWG-ACCT] Open ALAC Issues We agree that the language that ALAC points to (reproduced directly below) could be clarified: “ 3. On page 14, item 2 of the draft proposal (and on page 5 of Annex 1), it says "The members of the unincorporated association would be representatives of ICANN's Supporting Organizations and Advisory Committees that wish to participate." We have never discussed how such members are identified. Presumably we should to specify that each participating AC/SO must identify who it's representative will be.” The notion is that some persons are needed to ensure that the decisions of the Empowered Community are implemented. While the participating SOs and ACs will be members of the unincorporated association, each participating SO and AC should have a representative , and for simplicity we recommend that in each instance it be the chair of the AC or SO. We have addressed this notion in our memo about implementation of the unincorporated association, which we circulated a link to last week in our high level comments regarding the IRP. HOLLY J. GREGORY Partner and Co-Chair Global Corporate Governance & Executive Compensation Practice Sidley Austin LLP +1 212 839 5853 holly.gregory@sidley.com<mailto:holly.gregory@sidley.com> From: accountability-cross-community-bounces@icann.org<mailto:accountability-cross-community-bounces@icann.org> [mailto:accountability-cross-community-bounces@icann.org] On Behalf Of Seun Ojedeji Sent: Wednesday, January 27, 2016 9:47 AM To: Kavouss Arasteh Cc: accountability-cross-community@icann.org<mailto:accountability-cross-community@icann.org> Subject: Re: [CCWG-ACCT] Open ALAC Issues Well even if we don't need it now. It will be good to recognise that it's yet to be discussed. However considering that the UA is required once board approves the proposal then it may be good to determine and conclude on this soon enough. That said, it may be good to be sure that those member representatives have no power to act unilaterally. I would have thought using 1 stone to kill to birds will be good i.e making the various chairs/leaders of SO/AC to serve is such capacity. That gives some level of responsibility and security on that various SO/AC can always boot out their leader whenever required. Regards On 27 Jan 2016 15:02, "Kavouss Arasteh" <kavouss.arasteh@gmail.com<mailto:kavouss.arasteh@gmail.com>> wrote: Dear All, I think people contuinue to go to the last milimiter of the road and generate a new discussion and debate about the number of représentatives in Unincorprated associattion représentatives and start a new round of bebates and dispute Do we need this information now pls ? Kavouss 2016-01-27 6:14 GMT+01:00 Alan Greenberg <alan.greenberg@mcgill.ca<mailto:alan.greenberg@mcgill.ca>>: As per my comment in the CCWG meeting earlier today, here is a list of the issues still to be resolved from the ALAC statement on the 3rd Draft Proposal. There are three issues currently under discussion. 1. ICANN Mission and ensuring that contract provisions will not be invalidated or be unenforceable. 2. The issue regarding market mechanisms. 3. Human Rights (original issue resolved but pending final wording). Issues to be addressed. 1. The first is a relatively trivial one and easily addressed. Rec# 4, in the section on replacing the Interim Board states: "SOs, ACs, and the Nominating Committee will develop replacement processes that ensure the Interim Board will not be in place for more than 120 days." The ALAC request that this be changed to: "SOs, ACs, and the Nominating Committee will develop processes designed to replace Interim Board members within 120 days." By removing the word "ensure", this change, while not altering the intent, goes along with the recent practice of not putting hard deadlines in the Bylaws, deadlines that for one reason or another may not be met in a particular instance. 2. Rec# 10, AoC. The Recommendation suggests that as part of organizational reviews, the AC/SO's accountability be included in the review. The ALAC suggests that this be enshrined in Article IV, Section 4.1 of the ICANN Bylaws. 3. On page 14, item 2 of the draft proposal (and on page 5 of Annex 1), it says "The members of the unincorporated association would be representatives of ICANN's Supporting Organizations and Advisory Committees that wish to participate." We have never discussed how such members are identified. Presumably we should to specify that each participating AC/SO must identify who it's representative will be. _______________________________________________ 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://urldefense.proofpoint.com/v2/url?u=https-3A__mm.icann.org_mailman_listinfo_accountability-2Dcross-2Dcommunity&d=CwMFaQ&c=Od00qP2XTg0tXf_H69-T2w&r=1-1w8mU_eFprE2Nn9QnYf01XIV88MOwkXwHYEbF2Y_8&m=VWflpiUtgdiywujOIhhFEf6PRwUiyMJNZSuP3-Vr7Kw&s=JExKN_zNPIAPgqvkqpXn8EaVYDwgZJQdIQKUqOvVj4A&e=> _______________________________________________ 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://urldefense.proofpoint.com/v2/url?u=https-3A__mm.icann.org_mailman_listinfo_accountability-2Dcross-2Dcommunity&d=CwMFaQ&c=Od00qP2XTg0tXf_H69-T2w&r=1-1w8mU_eFprE2Nn9QnYf01XIV88MOwkXwHYEbF2Y_8&m=VWflpiUtgdiywujOIhhFEf6PRwUiyMJNZSuP3-Vr7Kw&s=JExKN_zNPIAPgqvkqpXn8EaVYDwgZJQdIQKUqOvVj4A&e=> **************************************************************************************************** This e-mail is sent by a law firm and may contain information that is privileged or confidential. If you are not the intended recipient, please delete the e-mail and any attachments and notify us immediately. ****************************************************************************************************
+1 Keith On Jan 27, 2016, at 7:27 PM, Bruce Tonkin <Bruce.Tonkin@melbourneit.com.au<mailto:Bruce.Tonkin@melbourneit.com.au>> wrote: Hello Holly, That makes a lot of sense. It saves having another set of elections and appointment processes, if we can use a defined existing elected role from the SOs and ACs. Regards, Bruce Tonkin From: accountability-cross-community-bounces@icann.org<mailto:accountability-cross-community-bounces@icann.org> [mailto:accountability-cross-community-bounces@icann.org] On Behalf Of Gregory, Holly Sent: Thursday, 28 January 2016 5:11 AM To: 'Seun Ojedeji' <seun.ojedeji@gmail.com<mailto:seun.ojedeji@gmail.com>>; Kavouss Arasteh <kavouss.arasteh@gmail.com<mailto:kavouss.arasteh@gmail.com>> Cc: Sidley ICANN CCWG <sidleyicannccwg@sidley.com<mailto:sidleyicannccwg@sidley.com>>; ICANN@adlercolvin.com<mailto:ICANN@adlercolvin.com>; accountability-cross-community@icann.org<mailto:accountability-cross-community@icann.org> Subject: Re: [CCWG-ACCT] Open ALAC Issues We agree that the language that ALAC points to (reproduced directly below) could be clarified: “ 3. On page 14, item 2 of the draft proposal (and on page 5 of Annex 1), it says "The members of the unincorporated association would be representatives of ICANN's Supporting Organizations and Advisory Committees that wish to participate." We have never discussed how such members are identified. Presumably we should to specify that each participating AC/SO must identify who it's representative will be.” The notion is that some persons are needed to ensure that the decisions of the Empowered Community are implemented. While the participating SOs and ACs will be members of the unincorporated association, each participating SO and AC should have a representative , and for simplicity we recommend that in each instance it be the chair of the AC or SO. We have addressed this notion in our memo about implementation of the unincorporated association, which we circulated a link to last week in our high level comments regarding the IRP. HOLLY J. GREGORY Partner and Co-Chair Global Corporate Governance & Executive Compensation Practice Sidley Austin LLP +1 212 839 5853 holly.gregory@sidley.com<mailto:holly.gregory@sidley.com> From: accountability-cross-community-bounces@icann.org<mailto:accountability-cross-community-bounces@icann.org> [mailto:accountability-cross-community-bounces@icann.org] On Behalf Of Seun Ojedeji Sent: Wednesday, January 27, 2016 9:47 AM To: Kavouss Arasteh Cc: accountability-cross-community@icann.org<mailto:accountability-cross-community@icann.org> Subject: Re: [CCWG-ACCT] Open ALAC Issues Well even if we don't need it now. It will be good to recognise that it's yet to be discussed. However considering that the UA is required once board approves the proposal then it may be good to determine and conclude on this soon enough. That said, it may be good to be sure that those member representatives have no power to act unilaterally. I would have thought using 1 stone to kill to birds will be good i.e making the various chairs/leaders of SO/AC to serve is such capacity. That gives some level of responsibility and security on that various SO/AC can always boot out their leader whenever required. Regards On 27 Jan 2016 15:02, "Kavouss Arasteh" <kavouss.arasteh@gmail.com<mailto:kavouss.arasteh@gmail.com>> wrote: Dear All, I think people contuinue to go to the last milimiter of the road and generate a new discussion and debate about the number of représentatives in Unincorprated associattion représentatives and start a new round of bebates and dispute Do we need this information now pls ? Kavouss 2016-01-27 6:14 GMT+01:00 Alan Greenberg <alan.greenberg@mcgill.ca<mailto:alan.greenberg@mcgill.ca>>: As per my comment in the CCWG meeting earlier today, here is a list of the issues still to be resolved from the ALAC statement on the 3rd Draft Proposal. There are three issues currently under discussion. 1. ICANN Mission and ensuring that contract provisions will not be invalidated or be unenforceable. 2. The issue regarding market mechanisms. 3. Human Rights (original issue resolved but pending final wording). Issues to be addressed. 1. The first is a relatively trivial one and easily addressed. Rec# 4, in the section on replacing the Interim Board states: "SOs, ACs, and the Nominating Committee will develop replacement processes that ensure the Interim Board will not be in place for more than 120 days." The ALAC request that this be changed to: "SOs, ACs, and the Nominating Committee will develop processes designed to replace Interim Board members within 120 days." By removing the word "ensure", this change, while not altering the intent, goes along with the recent practice of not putting hard deadlines in the Bylaws, deadlines that for one reason or another may not be met in a particular instance. 2. Rec# 10, AoC. The Recommendation suggests that as part of organizational reviews, the AC/SO's accountability be included in the review. The ALAC suggests that this be enshrined in Article IV, Section 4.1 of the ICANN Bylaws. 3. On page 14, item 2 of the draft proposal (and on page 5 of Annex 1), it says "The members of the unincorporated association would be representatives of ICANN's Supporting Organizations and Advisory Committees that wish to participate." We have never discussed how such members are identified. Presumably we should to specify that each participating AC/SO must identify who it's representative will be. _______________________________________________ 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://urldefense.proofpoint.com/v2/url?u=https-3A__mm.icann.org_mailman_listinfo_accountability-2Dcross-2Dcommunity&d=CwMFaQ&c=Od00qP2XTg0tXf_H69-T2w&r=1-1w8mU_eFprE2Nn9QnYf01XIV88MOwkXwHYEbF2Y_8&m=VWflpiUtgdiywujOIhhFEf6PRwUiyMJNZSuP3-Vr7Kw&s=JExKN_zNPIAPgqvkqpXn8EaVYDwgZJQdIQKUqOvVj4A&e=> _______________________________________________ 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://urldefense.proofpoint.com/v2/url?u=https-3A__mm.icann.org_mailman_listinfo_accountability-2Dcross-2Dcommunity&d=CwMFaQ&c=Od00qP2XTg0tXf_H69-T2w&r=1-1w8mU_eFprE2Nn9QnYf01XIV88MOwkXwHYEbF2Y_8&m=VWflpiUtgdiywujOIhhFEf6PRwUiyMJNZSuP3-Vr7Kw&s=JExKN_zNPIAPgqvkqpXn8EaVYDwgZJQdIQKUqOvVj4A&e=> **************************************************************************************************** This e-mail is sent by a law firm and may contain information that is privileged or confidential. If you are not the intended recipient, please delete the e-mail and any attachments and notify us immediately. **************************************************************************************************** _______________________________________________ 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
+1 and hopefully this can be noted in the proposal accordingly. IMO this is not something to leave to implementation. The proposal will be read by people who have not even followed this process at all. So when they get to that part of the document, they want to know how members would be selected. Stating a sentence similar to the following may help: "The representative of the UA/UE would be selected by the respective SO/AC through their own process" OR "The representative of the UA will be represented by chairs of each SO/AC" That gives readers an idea of what is to expect during implementation. On another note, Greg wrote below: "I suppose there is one open question, which is the process by which the unincorporated association is set up, and whether any legal or natural persons need to be involved in that. I believe it is clear that a SO/AC can be a decisional entity without having any legal or natural persons involved in setting up the unincorporated association/ECSDE/GOLEM entity." SO: Considering that Jordan added+1 on that, I am then wondering what is the purpose of the UA representative if indeed the UA can be setup without them. The section below from Holly probably answers my question but want to make sure: Holly: "The notion is that some persons are needed to ensure that the decisions of the Empowered Community are implemented. While the participating SOs and ACs will be members of the unincorporated association...." SO: So am I right that these representative are just nothing more than channel of communications with no power to exercise any of the proposed powers by default (unless their SO/AC grants them). Will appreciate if Holly can confirm that and if yes, it may not hurt to include such footnote that clarify the role of the representatives in the proposal. Regards Hello Holly, That makes a lot of sense. It saves having another set of elections and appointment processes, if we can use a defined existing elected role from the SOs and ACs. Regards, Bruce Tonkin *From:* accountability-cross-community-bounces@icann.org [mailto: accountability-cross-community-bounces@icann.org]* On Behalf Of* Gregory, Holly *Sent:* Thursday, 28 January 2016 5:11 AM *To:* 'Seun Ojedeji' <seun.ojedeji@gmail.com>; Kavouss Arasteh < kavouss.arasteh@gmail.com> *Cc:* Sidley ICANN CCWG <sidleyicannccwg@sidley.com>; ICANN@adlercolvin.com; accountability-cross-community@icann.org *Subject:* Re: [CCWG-ACCT] Open ALAC Issues We agree that the language that ALAC points to (reproduced directly below) could be clarified: “ 3. On page 14, item 2 of the draft proposal (and on page 5 of Annex 1), it says "The members of the unincorporated association would be representatives of ICANN's Supporting Organizations and Advisory Committees that wish to participate." We have never discussed how such members are identified. Presumably we should to specify that each participating AC/SO must identify who it's representative will be.” The notion is that some persons are needed to ensure that the decisions of the Empowered Community are implemented. While the participating SOs and ACs will be members of the unincorporated association, each participating SO and AC should have a representative , and for simplicity we recommend that in each instance it be the chair of the AC or SO. We have addressed this notion in our memo about implementation of the unincorporated association, which we circulated a link to last week in our high level comments regarding the IRP. HOLLY J. GREGORY Partner and Co-Chair Global Corporate Governance & Executive Compensation Practice *Sidley Austin LLP* +1 212 839 5853 holly.gregory@sidley.com *From:* accountability-cross-community-bounces@icann.org [ mailto:accountability-cross-community-bounces@icann.org <accountability-cross-community-bounces@icann.org>]* On Behalf Of* Seun Ojedeji *Sent:* Wednesday, January 27, 2016 9:47 AM *To:* Kavouss Arasteh *Cc:* accountability-cross-community@icann.org *Subject:* Re: [CCWG-ACCT] Open ALAC Issues Well even if we don't need it now. It will be good to recognise that it's yet to be discussed. However considering that the UA is required once board approves the proposal then it may be good to determine and conclude on this soon enough. That said, it may be good to be sure that those member representatives have no power to act unilaterally. I would have thought using 1 stone to kill to birds will be good i.e making the various chairs/leaders of SO/AC to serve is such capacity. That gives some level of responsibility and security on that various SO/AC can always boot out their leader whenever required. Regards On 27 Jan 2016 15:02, "Kavouss Arasteh" <kavouss.arasteh@gmail.com> wrote: Dear All, I think people contuinue to go to the last milimiter of the road and generate a new discussion and debate about the number of représentatives in Unincorprated associattion représentatives and start a new round of bebates and dispute Do we need this information now pls ? Kavouss 2016-01-27 6:14 GMT+01:00 Alan Greenberg <alan.greenberg@mcgill.ca>: As per my comment in the CCWG meeting earlier today, here is a list of the issues still to be resolved from the ALAC statement on the 3rd Draft Proposal. There are three issues currently under discussion. 1. ICANN Mission and ensuring that contract provisions will not be invalidated or be unenforceable. 2. The issue regarding market mechanisms. 3. Human Rights (original issue resolved but pending final wording). Issues to be addressed. 1. The first is a relatively trivial one and easily addressed. Rec# 4, in the section on replacing the Interim Board states: "SOs, ACs, and the Nominating Committee will develop replacement processes that ensure the Interim Board will not be in place for more than 120 days." The ALAC request that this be changed to: "SOs, ACs, and the Nominating Committee will develop processes designed to replace Interim Board members within 120 days." By removing the word "ensure", this change, while not altering the intent, goes along with the recent practice of not putting hard deadlines in the Bylaws, deadlines that for one reason or another may not be met in a particular instance. 2. Rec# 10, AoC. The Recommendation suggests that as part of organizational reviews, the AC/SO's accountability be included in the review. The ALAC suggests that this be enshrined in Article IV, Section 4.1 of the ICANN Bylaws. 3. On page 14, item 2 of the draft proposal (and on page 5 of Annex 1), it says "The members of the unincorporated association would be representatives of ICANN's Supporting Organizations and Advisory Committees that wish to participate." We have never discussed how such members are identified. Presumably we should to specify that each participating AC/SO must identify who it's representative will be. _______________________________________________ Accountability-Cross-Community mailing list Accountability-Cross-Community@icann.org https://mm.icann.org/mailman/listinfo/accountability-cross-community <https://urldefense.proofpoint.com/v2/url?u=https-3A__mm.icann.org_mailman_li...> _______________________________________________ Accountability-Cross-Community mailing list Accountability-Cross-Community@icann.org https://mm.icann.org/mailman/listinfo/accountability-cross-community <https://urldefense.proofpoint.com/v2/url?u=https-3A__mm.icann.org_mailman_li...> **************************************************************************************************** This e-mail is sent by a law firm and may contain information that is privileged or confidential. If you are not the intended recipient, please delete the e-mail and any attachments and notify us immediately. **************************************************************************************************** _______________________________________________ Accountability-Cross-Community mailing list Accountability-Cross-Community@icann.org https://mm.icann.org/mailman/listinfo/accountability-cross-community
One point on the last part of Seun's note and also noting I have to be less about the +1s - And holly may have the answer... There do have to be some 'persons' as members to associate - otherwise the unincorporated association isn't an association. The point we had reached is that the SOs and ACs don't have to become members of it, and don't have to become legal persons themselves to make decisions through it. As long as those remain as they were earlier in the discussion in 2015, all is well.....? Cheers Jordan On Thursday, 28 January 2016, Seun Ojedeji <seun.ojedeji@gmail.com> wrote:
+1 and hopefully this can be noted in the proposal accordingly. IMO this is not something to leave to implementation.
The proposal will be read by people who have not even followed this process at all. So when they get to that part of the document, they want to know how members would be selected. Stating a sentence similar to the following may help:
"The representative of the UA/UE would be selected by the respective SO/AC through their own process" OR "The representative of the UA will be represented by chairs of each SO/AC"
That gives readers an idea of what is to expect during implementation.
On another note, Greg wrote below: "I suppose there is one open question, which is the process by which the unincorporated association is set up, and whether any legal or natural persons need to be involved in that. I believe it is clear that a SO/AC can be a decisional entity without having any legal or natural persons involved in setting up the unincorporated association/ECSDE/GOLEM entity."
SO: Considering that Jordan added+1 on that, I am then wondering what is the purpose of the UA representative if indeed the UA can be setup without them.
The section below from Holly probably answers my question but want to make sure: Holly: "The notion is that some persons are needed to ensure that the decisions of the Empowered Community are implemented. While the participating SOs and ACs will be members of the unincorporated association...."
SO: So am I right that these representative are just nothing more than channel of communications with no power to exercise any of the proposed powers by default (unless their SO/AC grants them).
Will appreciate if Holly can confirm that and if yes, it may not hurt to include such footnote that clarify the role of the representatives in the proposal.
Regards
Hello Holly,
That makes a lot of sense. It saves having another set of elections and appointment processes, if we can use a defined existing elected role from the SOs and ACs.
Regards,
Bruce Tonkin
*From:* accountability-cross-community-bounces@icann.org <javascript:_e(%7B%7D,'cvml','accountability-cross-community-bounces@icann.org');> [mailto:accountability-cross-community-bounces@icann.org <javascript:_e(%7B%7D,'cvml','accountability-cross-community-bounces@icann.org');> ]* On Behalf Of* Gregory, Holly *Sent:* Thursday, 28 January 2016 5:11 AM *To:* 'Seun Ojedeji' <seun.ojedeji@gmail.com <javascript:_e(%7B%7D,'cvml','seun.ojedeji@gmail.com');>>; Kavouss Arasteh <kavouss.arasteh@gmail.com <javascript:_e(%7B%7D,'cvml','kavouss.arasteh@gmail.com');>> *Cc:* Sidley ICANN CCWG <sidleyicannccwg@sidley.com <javascript:_e(%7B%7D,'cvml','sidleyicannccwg@sidley.com');>>; ICANN@adlercolvin.com <javascript:_e(%7B%7D,'cvml','ICANN@adlercolvin.com');>; accountability-cross-community@icann.org <javascript:_e(%7B%7D,'cvml','accountability-cross-community@icann.org');> *Subject:* Re: [CCWG-ACCT] Open ALAC Issues
We agree that the language that ALAC points to (reproduced directly below) could be clarified:
“ 3. On page 14, item 2 of the draft proposal (and on page 5 of Annex 1), it says "The members of the unincorporated association would be representatives of ICANN's Supporting Organizations and Advisory Committees that wish to participate." We have never discussed how such members are identified. Presumably we should to specify that each participating AC/SO must identify who it's representative will be.”
The notion is that some persons are needed to ensure that the decisions of the Empowered Community are implemented. While the participating SOs and ACs will be members of the unincorporated association, each participating SO and AC should have a representative , and for simplicity we recommend that in each instance it be the chair of the AC or SO. We have addressed this notion in our memo about implementation of the unincorporated association, which we circulated a link to last week in our high level comments regarding the IRP.
HOLLY J. GREGORY Partner and Co-Chair Global Corporate Governance & Executive Compensation Practice
*Sidley Austin LLP* +1 212 839 5853 holly.gregory@sidley.com <javascript:_e(%7B%7D,'cvml','holly.gregory@sidley.com');>
*From:* accountability-cross-community-bounces@icann.org <javascript:_e(%7B%7D,'cvml','accountability-cross-community-bounces@icann.org');> [mailto:accountability-cross-community-bounces@icann.org <javascript:_e(%7B%7D,'cvml','accountability-cross-community-bounces@icann.org');> ]* On Behalf Of* Seun Ojedeji *Sent:* Wednesday, January 27, 2016 9:47 AM *To:* Kavouss Arasteh *Cc:* accountability-cross-community@icann.org <javascript:_e(%7B%7D,'cvml','accountability-cross-community@icann.org');> *Subject:* Re: [CCWG-ACCT] Open ALAC Issues
Well even if we don't need it now. It will be good to recognise that it's yet to be discussed. However considering that the UA is required once board approves the proposal then it may be good to determine and conclude on this soon enough.
That said, it may be good to be sure that those member representatives have no power to act unilaterally. I would have thought using 1 stone to kill to birds will be good i.e making the various chairs/leaders of SO/AC to serve is such capacity. That gives some level of responsibility and security on that various SO/AC can always boot out their leader whenever required.
Regards
On 27 Jan 2016 15:02, "Kavouss Arasteh" <kavouss.arasteh@gmail.com <javascript:_e(%7B%7D,'cvml','kavouss.arasteh@gmail.com');>> wrote:
Dear All,
I think people contuinue to go to the last milimiter of the road and generate a new discussion and debate about the number of représentatives in Unincorprated associattion représentatives and start a new round of bebates and dispute
Do we need this information now pls ?
Kavouss
2016-01-27 6:14 GMT+01:00 Alan Greenberg <alan.greenberg@mcgill.ca <javascript:_e(%7B%7D,'cvml','alan.greenberg@mcgill.ca');>>:
As per my comment in the CCWG meeting earlier today, here is a list of the issues still to be resolved from the ALAC statement on the 3rd Draft Proposal.
There are three issues currently under discussion.
1. ICANN Mission and ensuring that contract provisions will not be invalidated or be unenforceable.
2. The issue regarding market mechanisms.
3. Human Rights (original issue resolved but pending final wording).
Issues to be addressed.
1. The first is a relatively trivial one and easily addressed. Rec# 4, in the section on replacing the Interim Board states:
"SOs, ACs, and the Nominating Committee will develop replacement processes that ensure the Interim Board will not be in place for more than 120 days."
The ALAC request that this be changed to:
"SOs, ACs, and the Nominating Committee will develop processes designed to replace Interim Board members within 120 days."
By removing the word "ensure", this change, while not altering the intent, goes along with the recent practice of not putting hard deadlines in the Bylaws, deadlines that for one reason or another may not be met in a particular instance.
2. Rec# 10, AoC. The Recommendation suggests that as part of organizational reviews, the AC/SO's accountability be included in the review. The ALAC suggests that this be enshrined in Article IV, Section 4.1 of the ICANN Bylaws.
3. On page 14, item 2 of the draft proposal (and on page 5 of Annex 1), it says "The members of the unincorporated association would be representatives of ICANN's Supporting Organizations and Advisory Committees that wish to participate." We have never discussed how such members are identified. Presumably we should to specify that each participating AC/SO must identify who it's representative will be.
_______________________________________________ Accountability-Cross-Community mailing list Accountability-Cross-Community@icann.org <javascript:_e(%7B%7D,'cvml','Accountability-Cross-Community@icann.org');> https://mm.icann.org/mailman/listinfo/accountability-cross-community <https://urldefense.proofpoint.com/v2/url?u=https-3A__mm.icann.org_mailman_li...>
_______________________________________________ Accountability-Cross-Community mailing list Accountability-Cross-Community@icann.org <javascript:_e(%7B%7D,'cvml','Accountability-Cross-Community@icann.org');> https://mm.icann.org/mailman/listinfo/accountability-cross-community <https://urldefense.proofpoint.com/v2/url?u=https-3A__mm.icann.org_mailman_li...>
**************************************************************************************************** This e-mail is sent by a law firm and may contain information that is privileged or confidential. If you are not the intended recipient, please delete the e-mail and any attachments and notify us immediately.
****************************************************************************************************
_______________________________________________ Accountability-Cross-Community mailing list Accountability-Cross-Community@icann.org <javascript:_e(%7B%7D,'cvml','Accountability-Cross-Community@icann.org');> https://mm.icann.org/mailman/listinfo/accountability-cross-community
-- Jordan Carter Chief Executive, InternetNZ +64-21-442-649 | jordan@internetnz.net.nz Sent on the run, apologies for brevity
Seun, yes you are correct “So am I right that these representative are just nothing more than channel of communications with no power to exercise any of the proposed powers by default (unless their SO/AC grants them).” HOLLY GREGORY Partner Sidley Austin LLP +1 212 839 5853 holly.gregory@sidley.com<mailto:holly.gregory@sidley.com> From: accountability-cross-community-bounces@icann.org [mailto:accountability-cross-community-bounces@icann.org] On Behalf Of Seun Ojedeji Sent: Thursday, January 28, 2016 12:04 AM To: Bruce Tonkin Cc: accountability-cross-community@icann.org Subject: Re: [CCWG-ACCT] Open ALAC Issues +1 and hopefully this can be noted in the proposal accordingly. IMO this is not something to leave to implementation. The proposal will be read by people who have not even followed this process at all. So when they get to that part of the document, they want to know how members would be selected. Stating a sentence similar to the following may help: "The representative of the UA/UE would be selected by the respective SO/AC through their own process" OR "The representative of the UA will be represented by chairs of each SO/AC" That gives readers an idea of what is to expect during implementation. On another note, Greg wrote below: "I suppose there is one open question, which is the process by which the unincorporated association is set up, and whether any legal or natural persons need to be involved in that. I believe it is clear that a SO/AC can be a decisional entity without having any legal or natural persons involved in setting up the unincorporated association/ECSDE/GOLEM entity." SO: Considering that Jordan added+1 on that, I am then wondering what is the purpose of the UA representative if indeed the UA can be setup without them. The section below from Holly probably answers my question but want to make sure: Holly: "The notion is that some persons are needed to ensure that the decisions of the Empowered Community are implemented. While the participating SOs and ACs will be members of the unincorporated association...." SO: So am I right that these representative are just nothing more than channel of communications with no power to exercise any of the proposed powers by default (unless their SO/AC grants them). Will appreciate if Holly can confirm that and if yes, it may not hurt to include such footnote that clarify the role of the representatives in the proposal. Regards Hello Holly, That makes a lot of sense. It saves having another set of elections and appointment processes, if we can use a defined existing elected role from the SOs and ACs. Regards, Bruce Tonkin From: accountability-cross-community-bounces@icann.org<mailto:accountability-cross-community-bounces@icann.org> [mailto:accountability-cross-community-bounces@icann.org<mailto:accountability-cross-community-bounces@icann.org>] On Behalf Of Gregory, Holly Sent: Thursday, 28 January 2016 5:11 AM To: 'Seun Ojedeji' <seun.ojedeji@gmail.com<mailto:seun.ojedeji@gmail.com>>; Kavouss Arasteh <kavouss.arasteh@gmail.com<mailto:kavouss.arasteh@gmail.com>> Cc: Sidley ICANN CCWG <sidleyicannccwg@sidley.com<mailto:sidleyicannccwg@sidley.com>>; ICANN@adlercolvin.com<mailto:ICANN@adlercolvin.com>; accountability-cross-community@icann.org<mailto:accountability-cross-community@icann.org> Subject: Re: [CCWG-ACCT] Open ALAC Issues We agree that the language that ALAC points to (reproduced directly below) could be clarified: “ 3. On page 14, item 2 of the draft proposal (and on page 5 of Annex 1), it says "The members of the unincorporated association would be representatives of ICANN's Supporting Organizations and Advisory Committees that wish to participate." We have never discussed how such members are identified. Presumably we should to specify that each participating AC/SO must identify who it's representative will be.” The notion is that some persons are needed to ensure that the decisions of the Empowered Community are implemented. While the participating SOs and ACs will be members of the unincorporated association, each participating SO and AC should have a representative , and for simplicity we recommend that in each instance it be the chair of the AC or SO. We have addressed this notion in our memo about implementation of the unincorporated association, which we circulated a link to last week in our high level comments regarding the IRP. HOLLY J. GREGORY Partner and Co-Chair Global Corporate Governance & Executive Compensation Practice Sidley Austin LLP +1 212 839 5853<tel:%2B1%20212%20839%205853> holly.gregory@sidley.com<mailto:holly.gregory@sidley.com> From: accountability-cross-community-bounces@icann.org<mailto:accountability-cross-community-bounces@icann.org> [mailto:accountability-cross-community-bounces@icann.org] On Behalf Of Seun Ojedeji Sent: Wednesday, January 27, 2016 9:47 AM To: Kavouss Arasteh Cc: accountability-cross-community@icann.org<mailto:accountability-cross-community@icann.org> Subject: Re: [CCWG-ACCT] Open ALAC Issues Well even if we don't need it now. It will be good to recognise that it's yet to be discussed. However considering that the UA is required once board approves the proposal then it may be good to determine and conclude on this soon enough. That said, it may be good to be sure that those member representatives have no power to act unilaterally. I would have thought using 1 stone to kill to birds will be good i.e making the various chairs/leaders of SO/AC to serve is such capacity. That gives some level of responsibility and security on that various SO/AC can always boot out their leader whenever required. Regards On 27 Jan 2016 15:02, "Kavouss Arasteh" <kavouss.arasteh@gmail.com<mailto:kavouss.arasteh@gmail.com>> wrote: Dear All, I think people contuinue to go to the last milimiter of the road and generate a new discussion and debate about the number of représentatives in Unincorprated associattion représentatives and start a new round of bebates and dispute Do we need this information now pls ? Kavouss 2016-01-27 6:14 GMT+01:00 Alan Greenberg <alan.greenberg@mcgill.ca<mailto:alan.greenberg@mcgill.ca>>: As per my comment in the CCWG meeting earlier today, here is a list of the issues still to be resolved from the ALAC statement on the 3rd Draft Proposal. There are three issues currently under discussion. 1. ICANN Mission and ensuring that contract provisions will not be invalidated or be unenforceable. 2. The issue regarding market mechanisms. 3. Human Rights (original issue resolved but pending final wording). Issues to be addressed. 1. The first is a relatively trivial one and easily addressed. Rec# 4, in the section on replacing the Interim Board states: "SOs, ACs, and the Nominating Committee will develop replacement processes that ensure the Interim Board will not be in place for more than 120 days." The ALAC request that this be changed to: "SOs, ACs, and the Nominating Committee will develop processes designed to replace Interim Board members within 120 days." By removing the word "ensure", this change, while not altering the intent, goes along with the recent practice of not putting hard deadlines in the Bylaws, deadlines that for one reason or another may not be met in a particular instance. 2. Rec# 10, AoC. The Recommendation suggests that as part of organizational reviews, the AC/SO's accountability be included in the review. The ALAC suggests that this be enshrined in Article IV, Section 4.1 of the ICANN Bylaws. 3. On page 14, item 2 of the draft proposal (and on page 5 of Annex 1), it says "The members of the unincorporated association would be representatives of ICANN's Supporting Organizations and Advisory Committees that wish to participate." We have never discussed how such members are identified. Presumably we should to specify that each participating AC/SO must identify who it's representative will be. _______________________________________________ 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://urldefense.proofpoint.com/v2/url?u=https-3A__mm.icann.org_mailman_listinfo_accountability-2Dcross-2Dcommunity&d=CwMFaQ&c=Od00qP2XTg0tXf_H69-T2w&r=1-1w8mU_eFprE2Nn9QnYf01XIV88MOwkXwHYEbF2Y_8&m=VWflpiUtgdiywujOIhhFEf6PRwUiyMJNZSuP3-Vr7Kw&s=JExKN_zNPIAPgqvkqpXn8EaVYDwgZJQdIQKUqOvVj4A&e=> _______________________________________________ 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://urldefense.proofpoint.com/v2/url?u=https-3A__mm.icann.org_mailman_listinfo_accountability-2Dcross-2Dcommunity&d=CwMFaQ&c=Od00qP2XTg0tXf_H69-T2w&r=1-1w8mU_eFprE2Nn9QnYf01XIV88MOwkXwHYEbF2Y_8&m=VWflpiUtgdiywujOIhhFEf6PRwUiyMJNZSuP3-Vr7Kw&s=JExKN_zNPIAPgqvkqpXn8EaVYDwgZJQdIQKUqOvVj4A&e=> **************************************************************************************************** This e-mail is sent by a law firm and may contain information that is privileged or confidential. If you are not the intended recipient, please delete the e-mail and any attachments and notify us immediately. **************************************************************************************************** _______________________________________________ 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://urldefense.proofpoint.com/v2/url?u=https-3A__mm.icann.org_mailman_listinfo_accountability-2Dcross-2Dcommunity&d=CwMFaQ&c=Od00qP2XTg0tXf_H69-T2w&r=1-1w8mU_eFprE2Nn9QnYf01XIV88MOwkXwHYEbF2Y_8&m=e5zKcFvJqM9FwFZtsiAtIXdANt-8MjLI35-v5pQY7M0&s=pU1t3eLTIO0fRFpcc48YlaK-qXaA77slXK8espEss94&e=>
Thanks Holly. Regards On 28 Jan 2016 16:53, "Gregory, Holly" <holly.gregory@sidley.com> wrote:
Seun, yes you are correct “So am I right that these representative are just nothing more than channel of communications with no power to exercise any of the proposed powers by default (unless their SO/AC grants them).”
*HOLLY* *GREGORY* Partner
*Sidley Austin LLP* +1 212 839 5853 holly.gregory@sidley.com
*From:* accountability-cross-community-bounces@icann.org [mailto: accountability-cross-community-bounces@icann.org] *On Behalf Of *Seun Ojedeji *Sent:* Thursday, January 28, 2016 12:04 AM *To:* Bruce Tonkin *Cc:* accountability-cross-community@icann.org *Subject:* Re: [CCWG-ACCT] Open ALAC Issues
+1 and hopefully this can be noted in the proposal accordingly. IMO this is not something to leave to implementation.
The proposal will be read by people who have not even followed this process at all. So when they get to that part of the document, they want to know how members would be selected. Stating a sentence similar to the following may help:
"The representative of the UA/UE would be selected by the respective SO/AC through their own process" OR "The representative of the UA will be represented by chairs of each SO/AC"
That gives readers an idea of what is to expect during implementation.
On another note, Greg wrote below: "I suppose there is one open question, which is the process by which the unincorporated association is set up, and whether any legal or natural persons need to be involved in that. I believe it is clear that a SO/AC can be a decisional entity without having any legal or natural persons involved in setting up the unincorporated association/ECSDE/GOLEM entity."
SO: Considering that Jordan added+1 on that, I am then wondering what is the purpose of the UA representative if indeed the UA can be setup without them.
The section below from Holly probably answers my question but want to make sure: Holly: "The notion is that some persons are needed to ensure that the decisions of the Empowered Community are implemented. While the participating SOs and ACs will be members of the unincorporated association...."
SO: So am I right that these representative are just nothing more than channel of communications with no power to exercise any of the proposed powers by default (unless their SO/AC grants them).
Will appreciate if Holly can confirm that and if yes, it may not hurt to include such footnote that clarify the role of the representatives in the proposal.
Regards
Hello Holly,
That makes a lot of sense. It saves having another set of elections and appointment processes, if we can use a defined existing elected role from the SOs and ACs.
Regards,
Bruce Tonkin
*From:* accountability-cross-community-bounces@icann.org [mailto: accountability-cross-community-bounces@icann.org]* On Behalf Of* Gregory, Holly *Sent:* Thursday, 28 January 2016 5:11 AM *To:* 'Seun Ojedeji' <seun.ojedeji@gmail.com>; Kavouss Arasteh < kavouss.arasteh@gmail.com> *Cc:* Sidley ICANN CCWG <sidleyicannccwg@sidley.com>; ICANN@adlercolvin.com; accountability-cross-community@icann.org *Subject:* Re: [CCWG-ACCT] Open ALAC Issues
We agree that the language that ALAC points to (reproduced directly below) could be clarified:
“ 3. On page 14, item 2 of the draft proposal (and on page 5 of Annex 1), it says "The members of the unincorporated association would be representatives of ICANN's Supporting Organizations and Advisory Committees that wish to participate." We have never discussed how such members are identified. Presumably we should to specify that each participating AC/SO must identify who it's representative will be.”
The notion is that some persons are needed to ensure that the decisions of the Empowered Community are implemented. While the participating SOs and ACs will be members of the unincorporated association, each participating SO and AC should have a representative , and for simplicity we recommend that in each instance it be the chair of the AC or SO. We have addressed this notion in our memo about implementation of the unincorporated association, which we circulated a link to last week in our high level comments regarding the IRP.
HOLLY J. GREGORY Partner and Co-Chair Global Corporate Governance & Executive Compensation Practice
*Sidley Austin LLP* +1 212 839 5853 holly.gregory@sidley.com
*From:* accountability-cross-community-bounces@icann.org [ mailto:accountability-cross-community-bounces@icann.org <accountability-cross-community-bounces@icann.org>]* On Behalf Of* Seun Ojedeji *Sent:* Wednesday, January 27, 2016 9:47 AM *To:* Kavouss Arasteh *Cc:* accountability-cross-community@icann.org *Subject:* Re: [CCWG-ACCT] Open ALAC Issues
Well even if we don't need it now. It will be good to recognise that it's yet to be discussed. However considering that the UA is required once board approves the proposal then it may be good to determine and conclude on this soon enough.
That said, it may be good to be sure that those member representatives have no power to act unilaterally. I would have thought using 1 stone to kill to birds will be good i.e making the various chairs/leaders of SO/AC to serve is such capacity. That gives some level of responsibility and security on that various SO/AC can always boot out their leader whenever required.
Regards
On 27 Jan 2016 15:02, "Kavouss Arasteh" <kavouss.arasteh@gmail.com> wrote:
Dear All,
I think people contuinue to go to the last milimiter of the road and generate a new discussion and debate about the number of représentatives in Unincorprated associattion représentatives and start a new round of bebates and dispute
Do we need this information now pls ?
Kavouss
2016-01-27 6:14 GMT+01:00 Alan Greenberg <alan.greenberg@mcgill.ca>:
As per my comment in the CCWG meeting earlier today, here is a list of the issues still to be resolved from the ALAC statement on the 3rd Draft Proposal.
There are three issues currently under discussion.
1. ICANN Mission and ensuring that contract provisions will not be invalidated or be unenforceable.
2. The issue regarding market mechanisms.
3. Human Rights (original issue resolved but pending final wording).
Issues to be addressed.
1. The first is a relatively trivial one and easily addressed. Rec# 4, in the section on replacing the Interim Board states:
"SOs, ACs, and the Nominating Committee will develop replacement processes that ensure the Interim Board will not be in place for more than 120 days."
The ALAC request that this be changed to:
"SOs, ACs, and the Nominating Committee will develop processes designed to replace Interim Board members within 120 days."
By removing the word "ensure", this change, while not altering the intent, goes along with the recent practice of not putting hard deadlines in the Bylaws, deadlines that for one reason or another may not be met in a particular instance.
2. Rec# 10, AoC. The Recommendation suggests that as part of organizational reviews, the AC/SO's accountability be included in the review. The ALAC suggests that this be enshrined in Article IV, Section 4.1 of the ICANN Bylaws.
3. On page 14, item 2 of the draft proposal (and on page 5 of Annex 1), it says "The members of the unincorporated association would be representatives of ICANN's Supporting Organizations and Advisory Committees that wish to participate." We have never discussed how such members are identified. Presumably we should to specify that each participating AC/SO must identify who it's representative will be.
_______________________________________________ Accountability-Cross-Community mailing list Accountability-Cross-Community@icann.org https://mm.icann.org/mailman/listinfo/accountability-cross-community <https://urldefense.proofpoint.com/v2/url?u=https-3A__mm.icann.org_mailman_li...>
_______________________________________________ Accountability-Cross-Community mailing list Accountability-Cross-Community@icann.org https://mm.icann.org/mailman/listinfo/accountability-cross-community <https://urldefense.proofpoint.com/v2/url?u=https-3A__mm.icann.org_mailman_li...>
**************************************************************************************************** This e-mail is sent by a law firm and may contain information that is privileged or confidential. If you are not the intended recipient, please delete the e-mail and any attachments and notify us immediately.
****************************************************************************************************
_______________________________________________ Accountability-Cross-Community mailing list Accountability-Cross-Community@icann.org https://mm.icann.org/mailman/listinfo/accountability-cross-community <https://urldefense.proofpoint.com/v2/url?u=https-3A__mm.icann.org_mailman_li...>
participants (10)
-
Alan Greenberg -
Bruce Tonkin -
Chris Disspain -
Drazek, Keith -
Greg Shatan -
Gregory, Holly -
Jordan Carter -
Kavouss Arasteh -
Nigel Roberts -
Seun Ojedeji