Hello, I was looking at the memo comparing the CCWG proposal and the board's and have a few questions/request for clarification 1. Apologies if this should have been clear to me but its not, may i know the "current status quo" referred to in the statement below? "Our initial assessment is that the Board Proposal -- due to lack of the legal rights that can attach to a member and a designator -- is closest to the current status quo and would deliver the least robust and enforceable community powers of the three models." 2. Bullet point 3 of "Approve Changes to ICANN “Fundamental” Bylaws (Section 4.5)" section seem to be quite un-helpful, especially as the phrase "it appears" was used. Considering that ICANN legal was consulted, does it mean there still wasn't clarity of information to ensure a definite response from CCWG legal? bullet point 4 is also not that helpful; is ccwg saying that board's proposed model does not allow such ability? I think some definite responses would be helpful. 3. The example sighted in bullet point 3 of "Reconsider/Reject ICANN Budget or Strategy/Operating Plans (Section 7.1)" prompts me to ask our CCWG legal to make clear what they believe to be Board's fiduciary duties and where those duties are defined other than in operating documents like bylaws? 4. Based on bullet point 3 and 4 of "Reconsider/Reject Changes to ICANN “Standard” Bylaws (and Enforcement) (Section 7.2)" is it "legally" accurate to conclude that board compliance will be ensured on standard bylaws if the scope of MEM is further reviewed to extend beyond "fundamental bylaws"? 5. Based on the grounds stated under bullet point 1 of "Appoint and Remove Individual ICANN Directors (Section 7.3)" Are there any other grounds in the current CCWG proposal that legal feel is not covered under those 3 items? also based on bullet point 3 is it correct to conclude that the requirement for enforcement would still be based on courts verdict for both models? My question on bullet point 1 applies to 5 as well. 6. Based on bullet point 1 of "Recall of Entire Board (Section 7.4)" May i know if legal thinks the current CCWG proposal had the removal of the ICANN president included? Regards On Wed, Sep 23, 2015 at 5:19 AM, Jordan Carter <jordan@internetnz.net.nz> wrote:

Hi all - forwarded to get this to you ASAP, not sure who was meant to. J

---------- Forwarded message ---------- From: Gregory, Holly <holly.gregory@sidley.com> Date: 23 September 2015 at 14:04 Subject: [Acct-Legal] Comparison of CCWG CMSM Proposal and ICANN Board MEM Proposal To: "thomas@rickert.net" <thomas@rickert.net>, "mathieu.weill@afnic.fr" < mathieu.weill@afnic.fr>, León Felipe Sánchez Ambía <leonfelipe@sanchez.mx>, "ccwg-accountability5@icann.org" <ccwg-accountability5@icann.org>, Alice Jansen <alice.jansen@icann.org>, Grace Abuhamad <grace.abuhamad@icann.org> Cc: Sidley ICANN CCWG <sidleyicannccwg@sidley.com>, ICANN-Adler < ICANN@adlercolvin.com>

Dear Co-Chairs, Members and Participants of CCWG,

Attached please find three documents to assist in preparation for our meeting in L.A.:

· A memo from Sidley and Adler with our high level observations regarding comparison between the Board Proposal and the CCWG Proposal.

· A Summary Comparison of Key Characteristics of CMSM Model and Board Proposal – this or something along these lines will be expanded out in the next several days to include the Sole Designator model as requested on today’s call

· Comparison of CCWG 2nd Draft Proposal (Community Mechanism as Sole Member) and ICANN Board Proposal (Comparison)

We look forward to seeing you in L.A.,

Holly and Rosemary

*HOLLY* *J. GREGORY* Partner and Co-Chair Global Corporate Governance & Executive Compensation Practice

*Sidley Austin LLP* +1 212 839 5853 holly.gregory@sidley.com

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