Bruce is a wonderful man. But we don’t need his opinion, we need a formal commitment from the Board. That’s why we need to ask the question in an official manner. Indeed, I would posit that if the accountability working group tasked with ensuring accountability by ICANN is reluctant to even ask the Board a question then the communities capacity to actually reign in Board excess when/if it perceives such would be very limited. If we are so unwilling to even ask a question, will we be willing to tell the Board “no.” In any event, if we choose not to ask this question, then the scope of WS1 has just expanded to essentially include almost all oversight mechanisms we might conceivably want – which would, I think, be the wrong result. Warm regards Paul **NOTE: OUR NEW ADDRESS -- EFFECTIVE 12/15/14 *** 509 C St. NE Washington, DC 20002 Paul Rosenzweig <mailto:paul.rosenzweigesq@redbranchconsulting.com> paul.rosenzweig@redbranchconsulting.com O: +1 (202) 547-0660 M: +1 (202) 329-9650 Skype: +1 (202) 738-1739 or paul.rosenzweig1066 <http://www.redbranchconsulting.com/index.php?option=com_content&view=article...> Link to my PGP Key From: Kavouss Arasteh [mailto:kavouss.arasteh@gmail.com] Sent: Thursday, January 1, 2015 10:09 AM To: Seun Ojedeji Cc: accountability-cross-community@icann.org Subject: Re: [CCWG-Accountability] Regarding how bylaw changes are made Dear All I agree to the term that no one should dictate the CCWG. Still why there is a need that we raise any such question to the Board, Bruce is quite active and requested to continue the Liaison Kavouss Sent from my iPhone On 1 Jan 2015, at 15:28, Seun Ojedeji <seun.ojedeji@gmail.com <mailto:seun.ojedeji@gmail.com> > wrote: Hi Bruce, Thanks for this information, I will then suggest that this WG determine if those steps will indeed be appropriate for us especially since WS1 is more of a perquisite to transition. One would expect some adjustments on timing and wording rights to be made in the process, also board voting rights in this particular process may need to be agreed upon. It will not be encouraging to have implementation stopped on the basis of no 2/3 board majority....time utilization is an important factor in all these. So the earlier we involve board (without having them dictate for us) the better. Regards sent from Google nexus 4 kindly excuse brevity and typos. On 1 Jan 2015 04:55, "Bruce Tonkin" <Bruce.Tonkin@melbourneit.com.au <mailto:Bruce.Tonkin@melbourneit.com.au> > wrote: Hello Seun,

...

I think writing to board to know how it will treat the WG outcome especially when some of it's implementations will require by-law modifications that further involve the ICANN community in decision making process may be useful.

In terms of the process for making bylaws changes, changes have previously been made to accommodate recommendations from the review teams associated with the work of the Accountability and Transparency Review Teams (ATRT) https://www.icann.org/resources/pages/atrt-2012-02-25-en . Any archive of all previous versions of the bylaws is available here: https://www.icann.org/resources/pages/archive-bc-2012-02-25-en Based on our current practice I would expect the process to be as follows: - Board accepts recommendations from the CCWG - General Counsel's office prepares specific text to change in the bylaws - proposed bylaws changes are put out for public comment (45 days) - Board then votes on the bylaws amendments - a 2/3 majority of the Board is required to make a bylaw change If there is significant community comments against the proposed bylaws language - then a new draft of the bylaws would be put out for public comment that is consistent with the recommendations from the CCWG. Regards, Bruce Tonkin _______________________________________________ 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 _______________________________________________ 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

Dear Paul, The way you commenting on the matter could have two different interprétations or leave two different impressions: A) You are a firm supporter of accountabilty process when we note your comments about Mathieu B) You wish to raise the question Under discussion to the Board asking what they wish to see from CCWG and what they do not see from CCWG .The latter interpretation ,in my view, seems to be subordinating CCWG to the Board in the sense that we just study, elaborate and recoomend those area of accountability that Board is comfortable with but not CCWG address the full picture, objectives, requiremnets of accountability. Pls find a coherence between interpretation A) and interpretation B) .In order words if you are really in favour of addressing the accountability in a fullflege scope why you want to limit CCWG to just follow those areas of accountability that Board wishes? Thank you very much to clarify your position. Best Regards Kavouss 2015-01-01 21:35 GMT+01:00 Paul Rosenzweig < paul.rosenzweig@redbranchconsulting.com>:

Bruce is a wonderful man. But we don’t need his opinion, we need a formal commitment from the Board. That’s why we need to ask the question in an official manner.

Indeed, I would posit that if the accountability working group tasked with ensuring accountability by ICANN is reluctant to even ask the Board a question then the communities capacity to actually reign in Board excess when/if it perceives such would be very limited. If we are so unwilling to even ask a question, will we be willing to tell the Board “no.”

In any event, if we choose not to ask this question, then the scope of WS1 has just expanded to essentially include almost all oversight mechanisms we might conceivably want – which would, I think, be the wrong result.

Warm regards

Paul

***NOTE: OUR NEW ADDRESS -- EFFECTIVE 12/15/14 ****

509 C St. NE

Washington, DC 20002

Paul Rosenzweig

paul.rosenzweig@redbranchconsulting.com <paul.rosenzweigesq@redbranchconsulting.com>

O: +1 (202) 547-0660

M: +1 (202) 329-9650

Skype: +1 (202) 738-1739 or paul.rosenzweig1066

Link to my PGP Key <http://www.redbranchconsulting.com/index.php?option=com_content&view=article...>

*From:* Kavouss Arasteh [mailto:kavouss.arasteh@gmail.com] *Sent:* Thursday, January 1, 2015 10:09 AM *To:* Seun Ojedeji *Cc:* accountability-cross-community@icann.org *Subject:* Re: [CCWG-Accountability] Regarding how bylaw changes are made

Dear All

I agree to the term that no one should dictate the CCWG.

Still why there is a need that we raise any such question to the Board,

Bruce is quite active and requested to continue the Liaison

Kavouss

Sent from my iPhone

On 1 Jan 2015, at 15:28, Seun Ojedeji <seun.ojedeji@gmail.com> wrote:

Hi Bruce,

Thanks for this information, I will then suggest that this WG determine if those steps will indeed be appropriate for us especially since WS1 is more of a perquisite to transition. One would expect some adjustments on timing and wording rights to be made in the process, also board voting rights in this particular process may need to be agreed upon. It will not be encouraging to have implementation stopped on the basis of no 2/3 board majority....time utilization is an important factor in all these. So the earlier we involve board (without having them dictate for us) the better.

Regards sent from Google nexus 4 kindly excuse brevity and typos.

On 1 Jan 2015 04:55, "Bruce Tonkin" <Bruce.Tonkin@melbourneit.com.au> wrote:

Hello Seun,

...

...

I think writing to board to know how it will treat the WG outcome especially when some of it's implementations will require by-law modifications that further involve the ICANN community in decision making process may be useful.

In terms of the process for making bylaws changes, changes have previously been made to accommodate recommendations from the review teams associated with the work of the Accountability and Transparency Review Teams (ATRT) https://www.icann.org/resources/pages/atrt-2012-02-25-en .

Any archive of all previous versions of the bylaws is available here: https://www.icann.org/resources/pages/archive-bc-2012-02-25-en

Based on our current practice I would expect the process to be as follows:

- Board accepts recommendations from the CCWG

- General Counsel's office prepares specific text to change in the bylaws

- proposed bylaws changes are put out for public comment (45 days)

- Board then votes on the bylaws amendments - a 2/3 majority of the Board is required to make a bylaw change

If there is significant community comments against the proposed bylaws language - then a new draft of the bylaws would be put out for public comment that is consistent with the recommendations from the CCWG.

Regards, Bruce Tonkin

_______________________________________________ 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

Kavouss et al: I don’t have time at this moment to answer your question in detail. But it does suggest a line of inquiry for this CCWG. Some participants have already suggested that the ICANN community have a clear means by which it can “spill” the Board or member thereof in certain situations. That speaks to a means for Board member removal. But what about Board member selection? Can changing that process create a more accountable Board with less likelihood of any need for removal? This question would seem to be very germane to our mission, and it would require a review of current Board selection procedures and consideration of possible alternatives. And that in turn leads to consideration of whether any alteration of Board selection processes – which would require Bylaws changes, and might take some time to fully implement – should be in WS1 or WS2. I think the answer to that and other work division questions must rest on whether WS1 includes a means – that is implemented in conjunction with the transition -- by which the community can readily implement Bylaws changes, even where such changes may be contrary to the will of the current Board. I hope participants find that suggestion worthwhile. Best to all, Philip Philip S. Corwin, Founding Principal Virtualaw LLC 1155 F Street, NW Suite 1050 Washington, DC 20004 202-559-8597/Direct 202-559-8750/Fax 202-255-6172/cell Twitter: @VlawDC "Luck is the residue of design" -- Branch Rickey From: accountability-cross-community-bounces@icann.org [mailto:accountability-cross-community-bounces@icann.org] On Behalf Of Kavouss Arasteh Sent: Thursday, January 01, 2015 4:47 PM To: Paul Rosenzweig Cc: accountability-cross-community@icann.org Subject: Re: [CCWG-Accountability] Regarding how bylaw changes are made Dear Phil, In your view, Which community and Under Which Legal representation and using Which criteria designate the Board Members ? Are you referring to Nomcom as représentatives of the entire Global Multistakeholder Community or in your view community has specific pattern consisting of specific group of people? Do you believe that the current designation fully respecting the notion of inclussiveness and full democracy? May you kindly clarify the situation. Regards Kavouss 2015-01-01 22:38 GMT+01:00 Kavouss Arasteh <kavouss.arasteh@gmail.com<mailto:kavouss.arasteh@gmail.com>>: Dear Paul, The way you commenting on the matter could have two different interprétations or leave two different impressions: A) You are a firm supporter of accountabilty process when we note your comments about Mathieu B) You wish to raise the question Under discussion to the Board asking what they wish to see from CCWG and what they do not see from CCWG .The latter interpretation ,in my view, seems to be subordinating CCWG to the Board in the sense that we just study, elaborate and recoomend those area of accountability that Board is comfortable with but not CCWG address the full picture, objectives, requiremnets of accountability. Pls find a coherence between interpretation A) and interpretation B) .In order words if you are really in favour of addressing the accountability in a fullflege scope why you want to limit CCWG to just follow those areas of accountability that Board wishes? Thank you very much to clarify your position. Best Regards Kavouss 2015-01-01 21:35 GMT+01:00 Paul Rosenzweig <paul.rosenzweig@redbranchconsulting.com<mailto:paul.rosenzweig@redbranchconsulting.com>>: Bruce is a wonderful man. But we don’t need his opinion, we need a formal commitment from the Board. That’s why we need to ask the question in an official manner. Indeed, I would posit that if the accountability working group tasked with ensuring accountability by ICANN is reluctant to even ask the Board a question then the communities capacity to actually reign in Board excess when/if it perceives such would be very limited. If we are so unwilling to even ask a question, will we be willing to tell the Board “no.” In any event, if we choose not to ask this question, then the scope of WS1 has just expanded to essentially include almost all oversight mechanisms we might conceivably want – which would, I think, be the wrong result. Warm regards Paul **NOTE: OUR NEW ADDRESS -- EFFECTIVE 12/15/14 *** 509 C St. NE Washington, DC 20002 Paul Rosenzweig paul.rosenzweig@redbranchconsulting.com<mailto:paul.rosenzweigesq@redbranchconsulting.com> O: +1 (202) 547-0660<tel:%2B1%20%28202%29%20547-0660> M: +1 (202) 329-9650<tel:%2B1%20%28202%29%20329-9650> Skype: +1 (202) 738-1739<tel:%2B1%20%28202%29%20738-1739> or paul.rosenzweig1066 Link to my PGP Key<http://www.redbranchconsulting.com/index.php?option=com_content&view=article...> From: Kavouss Arasteh [mailto:kavouss.arasteh@gmail.com<mailto:kavouss.arasteh@gmail.com>] Sent: Thursday, January 1, 2015 10:09 AM To: Seun Ojedeji Cc: accountability-cross-community@icann.org<mailto:accountability-cross-community@icann.org> Subject: Re: [CCWG-Accountability] Regarding how bylaw changes are made Dear All I agree to the term that no one should dictate the CCWG. Still why there is a need that we raise any such question to the Board, Bruce is quite active and requested to continue the Liaison Kavouss Sent from my iPhone On 1 Jan 2015, at 15:28, Seun Ojedeji <seun.ojedeji@gmail.com<mailto:seun.ojedeji@gmail.com>> wrote: Hi Bruce, Thanks for this information, I will then suggest that this WG determine if those steps will indeed be appropriate for us especially since WS1 is more of a perquisite to transition. One would expect some adjustments on timing and wording rights to be made in the process, also board voting rights in this particular process may need to be agreed upon. It will not be encouraging to have implementation stopped on the basis of no 2/3 board majority....time utilization is an important factor in all these. So the earlier we involve board (without having them dictate for us) the better. Regards sent from Google nexus 4 kindly excuse brevity and typos. On 1 Jan 2015 04:55, "Bruce Tonkin" <Bruce.Tonkin@melbourneit.com.au<mailto:Bruce.Tonkin@melbourneit.com.au>> wrote: Hello Seun,

...

I think writing to board to know how it will treat the WG outcome especially when some of it's implementations will require by-law modifications that further involve the ICANN community in decision making process may be useful.

In terms of the process for making bylaws changes, changes have previously been made to accommodate recommendations from the review teams associated with the work of the Accountability and Transparency Review Teams (ATRT) https://www.icann.org/resources/pages/atrt-2012-02-25-en . Any archive of all previous versions of the bylaws is available here: https://www.icann.org/resources/pages/archive-bc-2012-02-25-en Based on our current practice I would expect the process to be as follows: - Board accepts recommendations from the CCWG - General Counsel's office prepares specific text to change in the bylaws - proposed bylaws changes are put out for public comment (45 days) - Board then votes on the bylaws amendments - a 2/3 majority of the Board is required to make a bylaw change If there is significant community comments against the proposed bylaws language - then a new draft of the bylaws would be put out for public comment that is consistent with the recommendations from the CCWG. Regards, Bruce Tonkin _______________________________________________ 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 _______________________________________________ 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 ________________________________ No virus found in this message. Checked by AVG - www.avg.com<http://www.avg.com> Version: 2015.0.5577 / Virus Database: 4257/8838 - Release Date: 12/30/14

Dear Paul, Thank you very much in deed to kindly answering my question. Yes it helps ( your clarification) . I will revert to you in few hours Thanks again for your kind answer and analysis Kavouss Sent from my iPhone

On 2 Jan 2015, at 00:08, Paul Rosenzweig <paul.rosenzweig@redbranchconsulting.com> wrote:

Dear Kavouss

Thank you for this question which is a very sensible one. Let me try to clarify what I am trying to accomplish by my proposal.

I am a complete and firm support of Board accountability to the Community. That is 100% clear and I think you and I are in firm agreement on that.

I may, however, not be clear about my method and process. From my perspective the strongest accountability would be with a clear Bylaw limitation on ICANN functionality and a provision for an outside arbiter. Both of those changes would require Board approval. I am not trying to subordinate the CCWG to the Board. Far from it – what I am trying to do is find out as early in the process whether the Board is going to be willing to agree to subordinate itself to the Community through those mechanisms.

So, I think the place where you may misunderstand me is at the very end of your note – where you say “why you want to limit CCWG to just follow those areas of accountability that Board wishes?” I think you are assuming that if the Board said “no” to the questions I was asking that my reaction would be to say “oh … oh well. That is OK. If the Board won’t agree, we can’t do it.”

My real reaction, in practice, would be exactly the opposite – I would urge the Community to dig in for an extended discussion with the Board and use my limited powers of persuasion to rally the community to demand that the Board changed its mind. J And I would probably urge CCWG to recommend those same things anyway – but at least we would do that knowing what was going to happen.

Does that help? Regards Paul

**NOTE: OUR NEW ADDRESS -- EFFECTIVE 12/15/14 *** 509 C St. NE Washington, DC 20002

Paul Rosenzweig paul.rosenzweig@redbranchconsulting.com O: +1 (202) 547-0660 M: +1 (202) 329-9650 Skype: +1 (202) 738-1739 or paul.rosenzweig1066 Link to my PGP Key

From: Kavouss Arasteh [mailto:kavouss.arasteh@gmail.com] Sent: Thursday, January 1, 2015 4:39 PM To: Paul Rosenzweig Cc: Seun Ojedeji; accountability-cross-community@icann.org Subject: Re: [CCWG-Accountability] Regarding how bylaw changes are made

Dear Paul, The way you commenting on the matter could have two different interprétations or leave two different impressions: A) You are a firm supporter of accountabilty process when we note your comments about Mathieu B) You wish to raise the question Under discussion to the Board asking what they wish to see from CCWG and what they do not see from CCWG .The latter interpretation ,in my view, seems to be subordinating CCWG to the Board in the sense that we just study, elaborate and recoomend those area of accountability that Board is comfortable with but not CCWG address the full picture, objectives, requiremnets of accountability. Pls find a coherence between interpretation A) and interpretation B) .In order words if you are really in favour of addressing the accountability in a fullflege scope why you want to limit CCWG to just follow those areas of accountability that Board wishes? Thank you very much to clarify your position. Best Regards Kavouss

2015-01-01 21:35 GMT+01:00 Paul Rosenzweig <paul.rosenzweig@redbranchconsulting.com>: Bruce is a wonderful man. But we don’t need his opinion, we need a formal commitment from the Board. That’s why we need to ask the question in an official manner.

Indeed, I would posit that if the accountability working group tasked with ensuring accountability by ICANN is reluctant to even ask the Board a question then the communities capacity to actually reign in Board excess when/if it perceives such would be very limited. If we are so unwilling to even ask a question, will we be willing to tell the Board “no.”

In any event, if we choose not to ask this question, then the scope of WS1 has just expanded to essentially include almost all oversight mechanisms we might conceivably want – which would, I think, be the wrong result.

Warm regards Paul

**NOTE: OUR NEW ADDRESS -- EFFECTIVE 12/15/14 *** 509 C St. NE Washington, DC 20002

Paul Rosenzweig paul.rosenzweig@redbranchconsulting.com O: +1 (202) 547-0660 M: +1 (202) 329-9650 Skype: +1 (202) 738-1739 or paul.rosenzweig1066 Link to my PGP Key

From: Kavouss Arasteh [mailto:kavouss.arasteh@gmail.com] Sent: Thursday, January 1, 2015 10:09 AM To: Seun Ojedeji Cc: accountability-cross-community@icann.org Subject: Re: [CCWG-Accountability] Regarding how bylaw changes are made

Dear All I agree to the term that no one should dictate the CCWG. Still why there is a need that we raise any such question to the Board, Bruce is quite active and requested to continue the Liaison Kavouss

Sent from my iPhone

On 1 Jan 2015, at 15:28, Seun Ojedeji <seun.ojedeji@gmail.com> wrote:

Hi Bruce,

Thanks for this information, I will then suggest that this WG determine if those steps will indeed be appropriate for us especially since WS1 is more of a perquisite to transition. One would expect some adjustments on timing and wording rights to be made in the process, also board voting rights in this particular process may need to be agreed upon. It will not be encouraging to have implementation stopped on the basis of no 2/3 board majority....time utilization is an important factor in all these. So the earlier we involve board (without having them dictate for us) the better.

Regards sent from Google nexus 4 kindly excuse brevity and typos.

On 1 Jan 2015 04:55, "Bruce Tonkin" <Bruce.Tonkin@melbourneit.com.au> wrote: Hello Seun,

...

...

I think writing to board to know how it will treat the WG outcome especially when some of it's implementations will require by-law modifications that further involve the ICANN community in decision making process may be useful.

In terms of the process for making bylaws changes, changes have previously been made to accommodate recommendations from the review teams associated with the work of the Accountability and Transparency Review Teams (ATRT) https://www.icann.org/resources/pages/atrt-2012-02-25-en .

Any archive of all previous versions of the bylaws is available here: https://www.icann.org/resources/pages/archive-bc-2012-02-25-en

Based on our current practice I would expect the process to be as follows:

- Board accepts recommendations from the CCWG

- General Counsel's office prepares specific text to change in the bylaws

- proposed bylaws changes are put out for public comment (45 days)

- Board then votes on the bylaws amendments - a 2/3 majority of the Board is required to make a bylaw change

If there is significant community comments against the proposed bylaws language - then a new draft of the bylaws would be put out for public comment that is consistent with the recommendations from the CCWG.

Regards, Bruce Tonkin

_______________________________________________ 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

Hi, My concern about asking the Board what they would decide is that it is far to hypothetical for them to give any answer other than the one Bruce offered. How can a Board give any answer other than the one that says, give us a recommendation, lets get the community view and see how the 3/4 unfolds in our discussions. Closer to being answerable is whether there is a legal way for them to do what the CCWG might ask for. avri On 01-Jan-15 18:08, Paul Rosenzweig wrote:

Dear Kavouss

Thank you for this question which is a very sensible one. Let me try to clarify what I am trying to accomplish by my proposal.

I am a complete and firm support of Board accountability to the Community. That is 100% clear and I think you and I are in firm agreement on that.

I may, however, not be clear about my method and process. From my perspective the strongest accountability would be with a clear Bylaw limitation on ICANN functionality and a provision for an outside arbiter. Both of those changes would require Board approval. I am not trying to subordinate the CCWG to the Board. Far from it – what I am trying to do is find out as early in the process whether the Board is going to be willing to agree to subordinate itself to the Community through those mechanisms.

So, I think the place where you may misunderstand me is at the very end of your note – where you say “why you want to limit CCWG to just follow those areas of accountability that Board wishes?” I think you are assuming that if the Board said “no” to the questions I was asking that my reaction would be to say “oh … oh well. That is OK. If the Board won’t agree, we can’t do it.”

My real reaction, in practice, would be exactly the opposite – I would urge the Community to dig in for an extended discussion with the Board and use my limited powers of persuasion to rally the community to demand that the Board changed its mind. J And I would probably urge CCWG to recommend those same things anyway – but at least we would do that knowing what was going to happen.

Does that help?

Regards

Paul

***NOTE: OUR NEW ADDRESS -- EFFECTIVE 12/15/14 ****

509 C St. NE

Washington, DC 20002

Paul Rosenzweig

paul.rosenzweig@redbranchconsulting.com <mailto:paul.rosenzweigesq@redbranchconsulting.com>

O: +1 (202) 547-0660

M: +1 (202) 329-9650

Skype: +1 (202) 738-1739 or paul.rosenzweig1066

Link to my PGP Key <http://www.redbranchconsulting.com/index.php?option=com_content&view=article...>

*From:*Kavouss Arasteh [mailto:kavouss.arasteh@gmail.com] *Sent:* Thursday, January 1, 2015 4:39 PM *To:* Paul Rosenzweig *Cc:* Seun Ojedeji; accountability-cross-community@icann.org *Subject:* Re: [CCWG-Accountability] Regarding how bylaw changes are made

Dear Paul,

The way you commenting on the matter could have two different interprétations or leave two different impressions:

A) You are a firm supporter of accountabilty process when we note your comments about Mathieu

B) You wish to raise the question Under discussion to the Board asking what they wish to see from CCWG and what they do not see from CCWG .The latter interpretation ,in my view, seems to be subordinating CCWG to the Board in the sense that we just study, elaborate and recoomend those area of accountability that Board is comfortable with but not CCWG address the full picture, objectives, requiremnets of accountability.

Pls find a coherence between interpretation A) and interpretation B) .In order words if you are really in favour of addressing the accountability in a fullflege scope why you want to limit CCWG to just follow those areas of accountability that Board wishes? Thank you very much to clarify your position.

Best Regards

Kavouss

2015-01-01 21:35 GMT+01:00 Paul Rosenzweig <paul.rosenzweig@redbranchconsulting.com <mailto:paul.rosenzweig@redbranchconsulting.com>>:

Bruce is a wonderful man. But we don’t need his opinion, we need a formal commitment from the Board. That’s why we need to ask the question in an official manner.

Indeed, I would posit that if the accountability working group tasked with ensuring accountability by ICANN is reluctant to even ask the Board a question then the communities capacity to actually reign in Board excess when/if it perceives such would be very limited. If we are so unwilling to even ask a question, will we be willing to tell the Board “no.”

In any event, if we choose not to ask this question, then the scope of WS1 has just expanded to essentially include almost all oversight mechanisms we might conceivably want – which would, I think, be the wrong result.

Warm regards

Paul

***NOTE: OUR NEW ADDRESS -- EFFECTIVE 12/15/14 ****

509 C St. NE

Washington, DC 20002

Paul Rosenzweig

paul.rosenzweig@redbranchconsulting.com <mailto:paul.rosenzweigesq@redbranchconsulting.com>

O: +1 (202) 547-0660 <tel:%2B1%20%28202%29%20547-0660>

M: +1 (202) 329-9650 <tel:%2B1%20%28202%29%20329-9650>

Skype: +1 (202) 738-1739 <tel:%2B1%20%28202%29%20738-1739> or paul.rosenzweig1066

Link to my PGP Key <http://www.redbranchconsulting.com/index.php?option=com_content&view=article...>

*From:*Kavouss Arasteh [mailto:kavouss.arasteh@gmail.com <mailto:kavouss.arasteh@gmail.com>] *Sent:* Thursday, January 1, 2015 10:09 AM *To:* Seun Ojedeji *Cc:* accountability-cross-community@icann.org <mailto:accountability-cross-community@icann.org> *Subject:* Re: [CCWG-Accountability] Regarding how bylaw changes are made

Dear All

I agree to the term that no one should dictate the CCWG.

Still why there is a need that we raise any such question to the Board,

Bruce is quite active and requested to continue the Liaison

Kavouss

Sent from my iPhone

On 1 Jan 2015, at 15:28, Seun Ojedeji <seun.ojedeji@gmail.com <mailto:seun.ojedeji@gmail.com>> wrote:

Hi Bruce,

Thanks for this information, I will then suggest that this WG determine if those steps will indeed be appropriate for us especially since WS1 is more of a perquisite to transition. One would expect some adjustments on timing and wording rights to be made in the process, also board voting rights in this particular process may need to be agreed upon. It will not be encouraging to have implementation stopped on the basis of no 2/3 board majority....time utilization is an important factor in all these. So the earlier we involve board (without having them dictate for us) the better.

Regards sent from Google nexus 4 kindly excuse brevity and typos.

On 1 Jan 2015 04:55, "Bruce Tonkin" <Bruce.Tonkin@melbourneit.com.au <mailto:Bruce.Tonkin@melbourneit.com.au>> wrote:

Hello Seun,

>> I think writing to board to know how it will treat the WG outcome especially when some of it's implementations will require by-law modifications that further involve the ICANN community in decision making process may be useful.

In terms of the process for making bylaws changes, changes have previously been made to accommodate recommendations from the review teams associated with the work of the Accountability and Transparency Review Teams (ATRT) https://www.icann.org/resources/pages/atrt-2012-02-25-en .

Any archive of all previous versions of the bylaws is available here: https://www.icann.org/resources/pages/archive-bc-2012-02-25-en

Based on our current practice I would expect the process to be as follows:

- Board accepts recommendations from the CCWG

- General Counsel's office prepares specific text to change in the bylaws

- proposed bylaws changes are put out for public comment (45 days)

- Board then votes on the bylaws amendments - a 2/3 majority of the Board is required to make a bylaw change

If there is significant community comments against the proposed bylaws language - then a new draft of the bylaws would be put out for public comment that is consistent with the recommendations from the CCWG.

Regards, Bruce Tonkin

_______________________________________________ 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

_______________________________________________ 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

_______________________________________________ Accountability-Cross-Community mailing list Accountability-Cross-Community@icann.org https://mm.icann.org/mailman/listinfo/accountability-cross-community

Every time a corporation executes a contract, it assumes obligations and liabilities. If the board of the corporation believes in good faith that the contract serves the interests of the corporation (and the contract is not in violation of the corporate charter and bylaws), this is not necessarily an abdication of its fiduciary responsibility. The ICANN Board should be able to give this WG answers to the following questions regarding its willingness to accept contract terms along the lines of: 1. Will ICANN agree by binding contract not to impose rules on third parties (by means of policies, accreditation standards, or required contract terms) that are not supported by a demonstrated consensus among affected parties? 2. Will ICANN agree by binding contract not to impose rules on third parties (by means of policies, accreditation standards, or required contract terms) that do not relate to issues the uniform resolution of which is necessary to assure sound operation of the domain name system? 3. Will ICANN agree by binding contract not to impose rules on third parties (by means of policies, accreditation standards, or required contract terms) that relate to online content or to online behavior that does not threaten the sound operation of the domain name system? 4. Will ICANN agree that any claim that it has not complied with the previous three obligations may be brought by any adversely affected party before an independent review panel that can issue decisions that are binding on ICANN? David David W. Maher Senior Vice President – Law & Policy Public Interest Registry 312 375 4849 From: JAMES BLADEL <jbladel@godaddy.com<mailto:jbladel@godaddy.com>> Date: Friday, January 2, 2015 10:09 PM To: Avri Doria <avri@acm.org<mailto:avri@acm.org>> Cc: "accountability-cross-community@icann.org<mailto:accountability-cross-community@icann.org>" <accountability-cross-community@icann.org<mailto:accountability-cross-community@icann.org>> Subject: Re: [CCWG-Accountability] Regarding how bylaw changes are made Ive been following this thread as best I can, and believe Bruce and Avri are on the right course. If the Board has a legal & fiduciary responsibility to ICANN the corporation, then this line of questioning could be perceived as "under what circumstances/scenarios would you willingly abdicate your fiduciary responsibility?" I don't see how could they possibly provide an answer that is useful to our work.... Thank you, J. ____________ James Bladel GoDaddy On Jan 2, 2015, at 09:21, Avri Doria <avri@acm.org<mailto:avri@acm.org>> wrote: Hi, My concern about asking the Board what they would decide is that it is far to hypothetical for them to give any answer other than the one Bruce offered. How can a Board give any answer other than the one that says, give us a recommendation, lets get the community view and see how the 3/4 unfolds in our discussions. Closer to being answerable is whether there is a legal way for them to do what the CCWG might ask for. avri On 01-Jan-15 18:08, Paul Rosenzweig wrote: Dear Kavouss Thank you for this question which is a very sensible one. Let me try to clarify what I am trying to accomplish by my proposal. I am a complete and firm support of Board accountability to the Community. That is 100% clear and I think you and I are in firm agreement on that. I may, however, not be clear about my method and process. From my perspective the strongest accountability would be with a clear Bylaw limitation on ICANN functionality and a provision for an outside arbiter. Both of those changes would require Board approval. I am not trying to subordinate the CCWG to the Board. Far from it – what I am trying to do is find out as early in the process whether the Board is going to be willing to agree to subordinate itself to the Community through those mechanisms. So, I think the place where you may misunderstand me is at the very end of your note – where you say “why you want to limit CCWG to just follow those areas of accountability that Board wishes?” I think you are assuming that if the Board said “no” to the questions I was asking that my reaction would be to say “oh … oh well. That is OK. If the Board won’t agree, we can’t do it.” My real reaction, in practice, would be exactly the opposite – I would urge the Community to dig in for an extended discussion with the Board and use my limited powers of persuasion to rally the community to demand that the Board changed its mind. J And I would probably urge CCWG to recommend those same things anyway – but at least we would do that knowing what was going to happen. Does that help? Regards Paul **NOTE: OUR NEW ADDRESS -- EFFECTIVE 12/15/14 *** 509 C St. NE Washington, DC 20002 Paul Rosenzweig paul.rosenzweig@redbranchconsulting.com<mailto:paul.rosenzweigesq@redbranchconsulting.com> O: +1 (202) 547-0660 M: +1 (202) 329-9650 Skype: +1 (202) 738-1739 or paul.rosenzweig1066 Link to my PGP Key<http://www.redbranchconsulting.com/index.php?option=com_content&view=article...> From: Kavouss Arasteh [mailto:kavouss.arasteh@gmail.com] Sent: Thursday, January 1, 2015 4:39 PM To: Paul Rosenzweig Cc: Seun Ojedeji; accountability-cross-community@icann.org<mailto:accountability-cross-community@icann.org> Subject: Re: [CCWG-Accountability] Regarding how bylaw changes are made Dear Paul, The way you commenting on the matter could have two different interprétations or leave two different impressions: A) You are a firm supporter of accountabilty process when we note your comments about Mathieu B) You wish to raise the question Under discussion to the Board asking what they wish to see from CCWG and what they do not see from CCWG .The latter interpretation ,in my view, seems to be subordinating CCWG to the Board in the sense that we just study, elaborate and recoomend those area of accountability that Board is comfortable with but not CCWG address the full picture, objectives, requiremnets of accountability. Pls find a coherence between interpretation A) and interpretation B) .In order words if you are really in favour of addressing the accountability in a fullflege scope why you want to limit CCWG to just follow those areas of accountability that Board wishes? Thank you very much to clarify your position. Best Regards Kavouss 2015-01-01 21:35 GMT+01:00 Paul Rosenzweig <paul.rosenzweig@redbranchconsulting.com<mailto:paul.rosenzweig@redbranchconsulting.com>>: Bruce is a wonderful man. But we don’t need his opinion, we need a formal commitment from the Board. That’s why we need to ask the question in an official manner. Indeed, I would posit that if the accountability working group tasked with ensuring accountability by ICANN is reluctant to even ask the Board a question then the communities capacity to actually reign in Board excess when/if it perceives such would be very limited. If we are so unwilling to even ask a question, will we be willing to tell the Board “no.” In any event, if we choose not to ask this question, then the scope of WS1 has just expanded to essentially include almost all oversight mechanisms we might conceivably want – which would, I think, be the wrong result. Warm regards Paul **NOTE: OUR NEW ADDRESS -- EFFECTIVE 12/15/14 *** 509 C St. NE Washington, DC 20002 Paul Rosenzweig paul.rosenzweig@redbranchconsulting.com<mailto:paul.rosenzweigesq@redbranchconsulting.com> O: +1 (202) 547-0660<tel:%2B1%20%28202%29%20547-0660> M: +1 (202) 329-9650<tel:%2B1%20%28202%29%20329-9650> Skype: +1 (202) 738-1739<tel:%2B1%20%28202%29%20738-1739> or paul.rosenzweig1066 Link to my PGP Key<http://www.redbranchconsulting.com/index.php?option=com_content&view=article...> From: Kavouss Arasteh [mailto:kavouss.arasteh@gmail.com<mailto:kavouss.arasteh@gmail.com>] Sent: Thursday, January 1, 2015 10:09 AM To: Seun Ojedeji Cc: accountability-cross-community@icann.org<mailto:accountability-cross-community@icann.org> Subject: Re: [CCWG-Accountability] Regarding how bylaw changes are made Dear All I agree to the term that no one should dictate the CCWG. Still why there is a need that we raise any such question to the Board, Bruce is quite active and requested to continue the Liaison Kavouss Sent from my iPhone On 1 Jan 2015, at 15:28, Seun Ojedeji <seun.ojedeji@gmail.com<mailto:seun.ojedeji@gmail.com>> wrote: Hi Bruce, Thanks for this information, I will then suggest that this WG determine if those steps will indeed be appropriate for us especially since WS1 is more of a perquisite to transition. One would expect some adjustments on timing and wording rights to be made in the process, also board voting rights in this particular process may need to be agreed upon. It will not be encouraging to have implementation stopped on the basis of no 2/3 board majority....time utilization is an important factor in all these. So the earlier we involve board (without having them dictate for us) the better. Regards sent from Google nexus 4 kindly excuse brevity and typos. On 1 Jan 2015 04:55, "Bruce Tonkin" <Bruce.Tonkin@melbourneit.com.au<mailto:Bruce.Tonkin@melbourneit.com.au>> wrote: Hello Seun,

...

I think writing to board to know how it will treat the WG outcome especially when some of it's implementations will require by-law modifications that further involve the ICANN community in decision making process may be useful.

In terms of the process for making bylaws changes, changes have previously been made to accommodate recommendations from the review teams associated with the work of the Accountability and Transparency Review Teams (ATRT) https://www.icann.org/resources/pages/atrt-2012-02-25-en . Any archive of all previous versions of the bylaws is available here: https://www.icann.org/resources/pages/archive-bc-2012-02-25-en Based on our current practice I would expect the process to be as follows: - Board accepts recommendations from the CCWG - General Counsel's office prepares specific text to change in the bylaws - proposed bylaws changes are put out for public comment (45 days) - Board then votes on the bylaws amendments - a 2/3 majority of the Board is required to make a bylaw change If there is significant community comments against the proposed bylaws language - then a new draft of the bylaws would be put out for public comment that is consistent with the recommendations from the CCWG. Regards, Bruce Tonkin _______________________________________________ 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 _______________________________________________ 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 _______________________________________________ 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 _______________________________________________ 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

I’m not sure I understand the objection. Question #1 says “ICANN agrees not to impose conditions on third parties except based on consensus” Dr. Lisse says “ccTLDs are not subject to consensus or third party involvement” Those two are consistent since ICANN is being asked to promise not to do that which it already does not do, with respect to ccTLDs. Perhaps Dr. Lisse’s concern is the implicit one of even acknowledging the possibility that ccTLDs might be subject to such conditions or involvement. We might address that with a simple modification to David’s proposed language: TO THE EXTENT IT CURRENTLY ASSERTS THE POWER TO DO SO, will ICANN agree by binding contract not to impose rules on third parties (by means of policies, accreditation standards, or required contract terms) that are not supported by a demonstrated consensus among affected parties? Paul **NOTE: OUR NEW ADDRESS -- EFFECTIVE 12/15/14 *** 509 C St. NE Washington, DC 20002 Paul Rosenzweig <mailto:paul.rosenzweigesq@redbranchconsulting.com> paul.rosenzweig@redbranchconsulting.com O: +1 (202) 547-0660 M: +1 (202) 329-9650 Skype: +1 (202) 738-1739 or paul.rosenzweig1066 <http://www.redbranchconsulting.com/index.php?option=com_content&view=article...> Link to my PGP Key From: Dr Eberhard W Lisse [mailto:el@lisse.na] Sent: Saturday, January 3, 2015 2:43 PM To: David W. Maher Cc: accountability-cross-community@icann.org Subject: Re: [CCWG-Accountability] Regarding how bylaw changes are made I have serious problems with question 1 as written, because individual ccTLDs are not subject to consensus or any involvement of third parties. el Sent from Dr Lisse's iPad mini On Jan 3, 2015, at 20:30, David W. Maher <dmaher@pir.org <mailto:dmaher@pir.org> > wrote: Every time a corporation executes a contract, it assumes obligations and liabilities. If the board of the corporation believes in good faith that the contract serves the interests of the corporation (and the contract is not in violation of the corporate charter and bylaws), this is not necessarily an abdication of its fiduciary responsibility. The ICANN Board should be able to give this WG answers to the following questions regarding its willingness to accept contract terms along the lines of: 1. Will ICANN agree by binding contract not to impose rules on third parties (by means of policies, accreditation standards, or required contract terms) that are not supported by a demonstrated consensus among affected parties? 2. Will ICANN agree by binding contract not to impose rules on third parties (by means of policies, accreditation standards, or required contract terms) that do not relate to issues the uniform resolution of which is necessary to assure sound operation of the domain name system? 3. Will ICANN agree by binding contract not to impose rules on third parties (by means of policies, accreditation standards, or required contract terms) that relate to online content or to online behavior that does not threaten the sound operation of the domain name system? 4. Will ICANN agree that any claim that it has not complied with the previous three obligations may be brought by any adversely affected party before an independent review panel that can issue decisions that are binding on ICANN? David David W. Maher Senior Vice President – Law & Policy Public Interest Registry 312 375 4849 From: JAMES BLADEL <jbladel@godaddy.com <mailto:jbladel@godaddy.com> > Date: Friday, January 2, 2015 10:09 PM To: Avri Doria <avri@acm.org <mailto:avri@acm.org> > Cc: "accountability-cross-community@icann.org <mailto:accountability-cross-community@icann.org> " <accountability-cross-community@icann.org <mailto:accountability-cross-community@icann.org> > Subject: Re: [CCWG-Accountability] Regarding how bylaw changes are made Ive been following this thread as best I can, and believe Bruce and Avri are on the right course. If the Board has a legal & fiduciary responsibility to ICANN the corporation, then this line of questioning could be perceived as "under what circumstances/scenarios would you willingly abdicate your fiduciary responsibility?" I don't see how could they possibly provide an answer that is useful to our work.... Thank you, J. ____________ James Bladel GoDaddy On Jan 2, 2015, at 09:21, Avri Doria <avri@acm.org <mailto:avri@acm.org> > wrote: Hi, My concern about asking the Board what they would decide is that it is far to hypothetical for them to give any answer other than the one Bruce offered. How can a Board give any answer other than the one that says, give us a recommendation, lets get the community view and see how the 3/4 unfolds in our discussions. Closer to being answerable is whether there is a legal way for them to do what the CCWG might ask for. avri On 01-Jan-15 18:08, Paul Rosenzweig wrote: Dear Kavouss Thank you for this question which is a very sensible one. Let me try to clarify what I am trying to accomplish by my proposal. I am a complete and firm support of Board accountability to the Community. That is 100% clear and I think you and I are in firm agreement on that. I may, however, not be clear about my method and process. From my perspective the strongest accountability would be with a clear Bylaw limitation on ICANN functionality and a provision for an outside arbiter. Both of those changes would require Board approval. I am not trying to subordinate the CCWG to the Board. Far from it – what I am trying to do is find out as early in the process whether the Board is going to be willing to agree to subordinate itself to the Community through those mechanisms. So, I think the place where you may misunderstand me is at the very end of your note – where you say “why you want to limit CCWG to just follow those areas of accountability that Board wishes?” I think you are assuming that if the Board said “no” to the questions I was asking that my reaction would be to say “oh … oh well. That is OK. If the Board won’t agree, we can’t do it.” My real reaction, in practice, would be exactly the opposite – I would urge the Community to dig in for an extended discussion with the Board and use my limited powers of persuasion to rally the community to demand that the Board changed its mind. J And I would probably urge CCWG to recommend those same things anyway – but at least we would do that knowing what was going to happen. Does that help? Regards Paul **NOTE: OUR NEW ADDRESS -- EFFECTIVE 12/15/14 *** 509 C St. NE Washington, DC 20002 Paul Rosenzweig paul.rosenzweig@redbranchconsulting.com <mailto:paul.rosenzweigesq@redbranchconsulting.com> O: +1 (202) 547-0660 M: +1 (202) 329-9650 Skype: +1 (202) 738-1739 or paul.rosenzweig1066 Link to my PGP Key <http://www.redbranchconsulting.com/index.php?option=com_content&view=article...> From: Kavouss Arasteh [mailto:kavouss.arasteh@gmail.com] Sent: Thursday, January 1, 2015 4:39 PM To: Paul Rosenzweig Cc: Seun Ojedeji; accountability-cross-community@icann.org <mailto:accountability-cross-community@icann.org> Subject: Re: [CCWG-Accountability] Regarding how bylaw changes are made Dear Paul, The way you commenting on the matter could have two different interprétations or leave two different impressions: A) You are a firm supporter of accountabilty process when we note your comments about Mathieu B) You wish to raise the question Under discussion to the Board asking what they wish to see from CCWG and what they do not see from CCWG .The latter interpretation ,in my view, seems to be subordinating CCWG to the Board in the sense that we just study, elaborate and recoomend those area of accountability that Board is comfortable with but not CCWG address the full picture, objectives, requiremnets of accountability. Pls find a coherence between interpretation A) and interpretation B) .In order words if you are really in favour of addressing the accountability in a fullflege scope why you want to limit CCWG to just follow those areas of accountability that Board wishes? Thank you very much to clarify your position. Best Regards Kavouss 2015-01-01 21:35 GMT+01:00 Paul Rosenzweig <paul.rosenzweig@redbranchconsulting.com <mailto:paul.rosenzweig@redbranchconsulting.com> >: Bruce is a wonderful man. But we don’t need his opinion, we need a formal commitment from the Board. That’s why we need to ask the question in an official manner. Indeed, I would posit that if the accountability working group tasked with ensuring accountability by ICANN is reluctant to even ask the Board a question then the communities capacity to actually reign in Board excess when/if it perceives such would be very limited. If we are so unwilling to even ask a question, will we be willing to tell the Board “no.” In any event, if we choose not to ask this question, then the scope of WS1 has just expanded to essentially include almost all oversight mechanisms we might conceivably want – which would, I think, be the wrong result. Warm regards Paul **NOTE: OUR NEW ADDRESS -- EFFECTIVE 12/15/14 *** 509 C St. NE Washington, DC 20002 Paul Rosenzweig paul.rosenzweig@redbranchconsulting.com <mailto:paul.rosenzweigesq@redbranchconsulting.com> O: +1 (202) 547-0660 <tel:%2B1%20%28202%29%20547-0660> M: +1 (202) 329-9650 <tel:%2B1%20%28202%29%20329-9650> Skype: +1 (202) 738-1739 <tel:%2B1%20%28202%29%20738-1739> or paul.rosenzweig1066 Link to my PGP Key <http://www.redbranchconsulting.com/index.php?option=com_content&view=article...> From: Kavouss Arasteh [mailto:kavouss.arasteh@gmail.com <mailto:kavouss.arasteh@gmail.com> ] Sent: Thursday, January 1, 2015 10:09 AM To: Seun Ojedeji Cc: accountability-cross-community@icann.org <mailto:accountability-cross-community@icann.org> Subject: Re: [CCWG-Accountability] Regarding how bylaw changes are made Dear All I agree to the term that no one should dictate the CCWG. Still why there is a need that we raise any such question to the Board, Bruce is quite active and requested to continue the Liaison Kavouss Sent from my iPhone On 1 Jan 2015, at 15:28, Seun Ojedeji <seun.ojedeji@gmail.com <mailto:seun.ojedeji@gmail.com> > wrote: Hi Bruce, Thanks for this information, I will then suggest that this WG determine if those steps will indeed be appropriate for us especially since WS1 is more of a perquisite to transition. One would expect some adjustments on timing and wording rights to be made in the process, also board voting rights in this particular process may need to be agreed upon. It will not be encouraging to have implementation stopped on the basis of no 2/3 board majority....time utilization is an important factor in all these. So the earlier we involve board (without having them dictate for us) the better. Regards sent from Google nexus 4 kindly excuse brevity and typos. On 1 Jan 2015 04:55, "Bruce Tonkin" <Bruce.Tonkin@melbourneit.com.au <mailto:Bruce.Tonkin@melbourneit.com.au> > wrote: Hello Seun,

...

I think writing to board to know how it will treat the WG outcome especially when some of it's implementations will require by-law modifications that further involve the ICANN community in decision making process may be useful.

In terms of the process for making bylaws changes, changes have previously been made to accommodate recommendations from the review teams associated with the work of the Accountability and Transparency Review Teams (ATRT) https://www.icann.org/resources/pages/atrt-2012-02-25-en . Any archive of all previous versions of the bylaws is available here: https://www.icann.org/resources/pages/archive-bc-2012-02-25-en Based on our current practice I would expect the process to be as follows: - Board accepts recommendations from the CCWG - General Counsel's office prepares specific text to change in the bylaws - proposed bylaws changes are put out for public comment (45 days) - Board then votes on the bylaws amendments - a 2/3 majority of the Board is required to make a bylaw change If there is significant community comments against the proposed bylaws language - then a new draft of the bylaws would be put out for public comment that is consistent with the recommendations from the CCWG. Regards, Bruce Tonkin _______________________________________________ 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 _______________________________________________ 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 _______________________________________________ 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 _______________________________________________ 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 _______________________________________________ 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

I formally object. el Sent from Dr Lisse's iPad mini

On Jan 3, 2015, at 23:36, David W. Maher <dmaher@pir.org> wrote:

I accept the modification. David David W. Maher Senior Vice President – Law & Policy Public Interest Registry 312 375 4849

From: Paul Rosenzweig <paul.rosenzweig@redbranchconsulting.com> Date: Saturday, January 3, 2015 3:12 PM To: 'Dr Eberhard W Lisse' <el@lisse.na>, David Maher <dmaher@pir.org> Cc: "accountability-cross-community@icann.org" <accountability-cross-community@icann.org> Subject: RE: [CCWG-Accountability] Regarding how bylaw changes are made

I’m not sure I understand the objection.

Question #1 says “ICANN agrees not to impose conditions on third parties except based on consensus” Dr. Lisse says “ccTLDs are not subject to consensus or third party involvement”

Those two are consistent since ICANN is being asked to promise not to do that which it already does not do, with respect to ccTLDs.

Perhaps Dr. Lisse’s concern is the implicit one of even acknowledging the possibility that ccTLDs might be subject to such conditions or involvement. We might address that with a simple modification to David’s proposed language:

TO THE EXTENT IT CURRENTLY ASSERTS THE POWER TO DO SO, will ICANN agree by binding contract not to impose rules on third parties (by means of policies, accreditation standards, or required contract terms) that are not supported by a demonstrated consensus among affected parties?

Paul

**NOTE: OUR NEW ADDRESS -- EFFECTIVE 12/15/14 *** 509 C St. NE Washington, DC 20002

Paul Rosenzweig paul.rosenzweig@redbranchconsulting.com O: +1 (202) 547-0660 M: +1 (202) 329-9650 Skype: +1 (202) 738-1739 or paul.rosenzweig1066 Link to my PGP Key

From: Dr Eberhard W Lisse [mailto:el@lisse.na] Sent: Saturday, January 3, 2015 2:43 PM To: David W. Maher Cc: accountability-cross-community@icann.org Subject: Re: [CCWG-Accountability] Regarding how bylaw changes are made

I have serious problems with question 1 as written, because individual ccTLDs are not subject to consensus or any involvement of third parties.

el

Sent from Dr Lisse's iPad mini

On Jan 3, 2015, at 20:30, David W. Maher <dmaher@pir.org> wrote:

Every time a corporation executes a contract, it assumes obligations and liabilities. If the board of the corporation believes in good faith that the contract serves the interests of the corporation (and the contract is not in violation of the corporate charter and bylaws), this is not necessarily an abdication of its fiduciary responsibility. The ICANN Board should be able to give this WG answers to the following questions regarding its willingness to accept contract terms along the lines of: 1. Will ICANN agree by binding contract not to impose rules on third parties (by means of policies, accreditation standards, or required contract terms) that are not supported by a demonstrated consensus among affected parties? 2. Will ICANN agree by binding contract not to impose rules on third parties (by means of policies, accreditation standards, or required contract terms) that do not relate to issues the uniform resolution of which is necessary to assure sound operation of the domain name system? 3. Will ICANN agree by binding contract not to impose rules on third parties (by means of policies, accreditation standards, or required contract terms) that relate to online content or to online behavior that does not threaten the sound operation of the domain name system? 4. Will ICANN agree that any claim that it has not complied with the previous three obligations may be brought by any adversely affected party before an independent review panel that can issue decisions that are binding on ICANN?

David David W. Maher Senior Vice President – Law & Policy Public Interest Registry 312 375 4849

From: JAMES BLADEL <jbladel@godaddy.com> Date: Friday, January 2, 2015 10:09 PM To: Avri Doria <avri@acm.org> Cc: "accountability-cross-community@icann.org" <accountability-cross-community@icann.org> Subject: Re: [CCWG-Accountability] Regarding how bylaw changes are made

Ive been following this thread as best I can, and believe Bruce and Avri are on the right course. If the Board has a legal & fiduciary responsibility to ICANN the corporation, then this line of questioning could be perceived as "under what circumstances/scenarios would you willingly abdicate your fiduciary responsibility?" I don't see how could they possibly provide an answer that is useful to our work....

Thank you,

J. ____________ James Bladel GoDaddy

On Jan 2, 2015, at 09:21, Avri Doria <avri@acm.org> wrote:

Hi,

My concern about asking the Board what they would decide is that it is far to hypothetical for them to give any answer other than the one Bruce offered.

How can a Board give any answer other than the one that says, give us a recommendation, lets get the community view and see how the 3/4 unfolds in our discussions.

Closer to being answerable is whether there is a legal way for them to do what the CCWG might ask for.

avri

On 01-Jan-15 18:08, Paul Rosenzweig wrote: Dear Kavouss

Thank you for this question which is a very sensible one. Let me try to clarify what I am trying to accomplish by my proposal.

I am a complete and firm support of Board accountability to the Community. That is 100% clear and I think you and I are in firm agreement on that.

I may, however, not be clear about my method and process. From my perspective the strongest accountability would be with a clear Bylaw limitation on ICANN functionality and a provision for an outside arbiter. Both of those changes would require Board approval. I am not trying to subordinate the CCWG to the Board. Far from it – what I am trying to do is find out as early in the process whether the Board is going to be willing to agree to subordinate itself to the Community through those mechanisms.

So, I think the place where you may misunderstand me is at the very end of your note – where you say “why you want to limit CCWG to just follow those areas of accountability that Board wishes?” I think you are assuming that if the Board said “no” to the questions I was asking that my reaction would be to say “oh … oh well. That is OK. If the Board won’t agree, we can’t do it.”

My real reaction, in practice, would be exactly the opposite – I would urge the Community to dig in for an extended discussion with the Board and use my limited powers of persuasion to rally the community to demand that the Board changed its mind. J And I would probably urge CCWG to recommend those same things anyway – but at least we would do that knowing what was going to happen.

Does that help? Regards Paul

**NOTE: OUR NEW ADDRESS -- EFFECTIVE 12/15/14 *** 509 C St. NE Washington, DC 20002

Paul Rosenzweig paul.rosenzweig@redbranchconsulting.com O: +1 (202) 547-0660 M: +1 (202) 329-9650 Skype: +1 (202) 738-1739 or paul.rosenzweig1066 Link to my PGP Key

From: Kavouss Arasteh [mailto:kavouss.arasteh@gmail.com] Sent: Thursday, January 1, 2015 4:39 PM To: Paul Rosenzweig Cc: Seun Ojedeji; accountability-cross-community@icann.org Subject: Re: [CCWG-Accountability] Regarding how bylaw changes are made

Dear Paul, The way you commenting on the matter could have two different interprétations or leave two different impressions: A) You are a firm supporter of accountabilty process when we note your comments about Mathieu B) You wish to raise the question Under discussion to the Board asking what they wish to see from CCWG and what they do not see from CCWG .The latter interpretation ,in my view, seems to be subordinating CCWG to the Board in the sense that we just study, elaborate and recoomend those area of accountability that Board is comfortable with but not CCWG address the full picture, objectives, requiremnets of accountability. Pls find a coherence between interpretation A) and interpretation B) .In order words if you are really in favour of addressing the accountability in a fullflege scope why you want to limit CCWG to just follow those areas of accountability that Board wishes? Thank you very much to clarify your position. Best Regards Kavouss

2015-01-01 21:35 GMT+01:00 Paul Rosenzweig <paul.rosenzweig@redbranchconsulting.com>: Bruce is a wonderful man. But we don’t need his opinion, we need a formal commitment from the Board. That’s why we need to ask the question in an official manner.

Indeed, I would posit that if the accountability working group tasked with ensuring accountability by ICANN is reluctant to even ask the Board a question then the communities capacity to actually reign in Board excess when/if it perceives such would be very limited. If we are so unwilling to even ask a question, will we be willing to tell the Board “no.”

In any event, if we choose not to ask this question, then the scope of WS1 has just expanded to essentially include almost all oversight mechanisms we might conceivably want – which would, I think, be the wrong result.

Warm regards Paul

**NOTE: OUR NEW ADDRESS -- EFFECTIVE 12/15/14 *** 509 C St. NE Washington, DC 20002

Paul Rosenzweig paul.rosenzweig@redbranchconsulting.com O: +1 (202) 547-0660 M: +1 (202) 329-9650 Skype: +1 (202) 738-1739 or paul.rosenzweig1066 Link to my PGP Key

From: Kavouss Arasteh [mailto:kavouss.arasteh@gmail.com] Sent: Thursday, January 1, 2015 10:09 AM To: Seun Ojedeji Cc: accountability-cross-community@icann.org Subject: Re: [CCWG-Accountability] Regarding how bylaw changes are made

Dear All I agree to the term that no one should dictate the CCWG. Still why there is a need that we raise any such question to the Board, Bruce is quite active and requested to continue the Liaison Kavouss

Sent from my iPhone

On 1 Jan 2015, at 15:28, Seun Ojedeji <seun.ojedeji@gmail.com> wrote: Hi Bruce,

Thanks for this information, I will then suggest that this WG determine if those steps will indeed be appropriate for us especially since WS1 is more of a perquisite to transition. One would expect some adjustments on timing and wording rights to be made in the process, also board voting rights in this particular process may need to be agreed upon. It will not be encouraging to have implementation stopped on the basis of no 2/3 board majority....time utilization is an important factor in all these. So the earlier we involve board (without having them dictate for us) the better.

Regards sent from Google nexus 4 kindly excuse brevity and typos.

On 1 Jan 2015 04:55, "Bruce Tonkin" <Bruce.Tonkin@melbourneit.com.au> wrote: Hello Seun,

...

...

I think writing to board to know how it will treat the WG outcome especially when some of it's implementations will require by-law modifications that further involve the ICANN community in decision making process may be useful.

In terms of the process for making bylaws changes, changes have previously been made to accommodate recommendations from the review teams associated with the work of the Accountability and Transparency Review Teams (ATRT) https://www.icann.org/resources/pages/atrt-2012-02-25-en .

Any archive of all previous versions of the bylaws is available here: https://www.icann.org/resources/pages/archive-bc-2012-02-25-en

Based on our current practice I would expect the process to be as follows:

- Board accepts recommendations from the CCWG

- General Counsel's office prepares specific text to change in the bylaws

- proposed bylaws changes are put out for public comment (45 days)

- Board then votes on the bylaws amendments - a 2/3 majority of the Board is required to make a bylaw change

If there is significant community comments against the proposed bylaws language - then a new draft of the bylaws would be put out for public comment that is consistent with the recommendations from the CCWG.

Regards, Bruce Tonkin

_______________________________________________ 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.orghttps://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

Read the FoI Principles. el Sent from Dr Lisse's iPad mini

On Jan 3, 2015, at 23:12, Paul Rosenzweig <paul.rosenzweig@redbranchconsulting.com> wrote:

I’m not sure I understand the objection.

Question #1 says “ICANN agrees not to impose conditions on third parties except based on consensus” Dr. Lisse says “ccTLDs are not subject to consensus or third party involvement”

Those two are consistent since ICANN is being asked to promise not to do that which it already does not do, with respect to ccTLDs.

Perhaps Dr. Lisse’s concern is the implicit one of even acknowledging the possibility that ccTLDs might be subject to such conditions or involvement. We might address that with a simple modification to David’s proposed language:

TO THE EXTENT IT CURRENTLY ASSERTS THE POWER TO DO SO, will ICANN agree by binding contract not to impose rules on third parties (by means of policies, accreditation standards, or required contract terms) that are not supported by a demonstrated consensus among affected parties?

Paul

**NOTE: OUR NEW ADDRESS -- EFFECTIVE 12/15/14 *** 509 C St. NE Washington, DC 20002

Paul Rosenzweig paul.rosenzweig@redbranchconsulting.com O: +1 (202) 547-0660 M: +1 (202) 329-9650 Skype: +1 (202) 738-1739 or paul.rosenzweig1066 Link to my PGP Key

From: Dr Eberhard W Lisse [mailto:el@lisse.na] Sent: Saturday, January 3, 2015 2:43 PM To: David W. Maher Cc: accountability-cross-community@icann.org Subject: Re: [CCWG-Accountability] Regarding how bylaw changes are made

I have serious problems with question 1 as written, because individual ccTLDs are not subject to consensus or any involvement of third parties.

el

Sent from Dr Lisse's iPad mini

On Jan 3, 2015, at 20:30, David W. Maher <dmaher@pir.org> wrote:

Every time a corporation executes a contract, it assumes obligations and liabilities. If the board of the corporation believes in good faith that the contract serves the interests of the corporation (and the contract is not in violation of the corporate charter and bylaws), this is not necessarily an abdication of its fiduciary responsibility. The ICANN Board should be able to give this WG answers to the following questions regarding its willingness to accept contract terms along the lines of: 1. Will ICANN agree by binding contract not to impose rules on third parties (by means of policies, accreditation standards, or required contract terms) that are not supported by a demonstrated consensus among affected parties? 2. Will ICANN agree by binding contract not to impose rules on third parties (by means of policies, accreditation standards, or required contract terms) that do not relate to issues the uniform resolution of which is necessary to assure sound operation of the domain name system? 3. Will ICANN agree by binding contract not to impose rules on third parties (by means of policies, accreditation standards, or required contract terms) that relate to online content or to online behavior that does not threaten the sound operation of the domain name system? 4. Will ICANN agree that any claim that it has not complied with the previous three obligations may be brought by any adversely affected party before an independent review panel that can issue decisions that are binding on ICANN?

David David W. Maher Senior Vice President – Law & Policy Public Interest Registry 312 375 4849

From: JAMES BLADEL <jbladel@godaddy.com> Date: Friday, January 2, 2015 10:09 PM To: Avri Doria <avri@acm.org> Cc: "accountability-cross-community@icann.org" <accountability-cross-community@icann.org> Subject: Re: [CCWG-Accountability] Regarding how bylaw changes are made

Ive been following this thread as best I can, and believe Bruce and Avri are on the right course. If the Board has a legal & fiduciary responsibility to ICANN the corporation, then this line of questioning could be perceived as "under what circumstances/scenarios would you willingly abdicate your fiduciary responsibility?" I don't see how could they possibly provide an answer that is useful to our work....

Thank you,

J. ____________ James Bladel GoDaddy

On Jan 2, 2015, at 09:21, Avri Doria <avri@acm.org> wrote:

Hi,

My concern about asking the Board what they would decide is that it is far to hypothetical for them to give any answer other than the one Bruce offered.

How can a Board give any answer other than the one that says, give us a recommendation, lets get the community view and see how the 3/4 unfolds in our discussions.

Closer to being answerable is whether there is a legal way for them to do what the CCWG might ask for.

avri

On 01-Jan-15 18:08, Paul Rosenzweig wrote: Dear Kavouss

Thank you for this question which is a very sensible one. Let me try to clarify what I am trying to accomplish by my proposal.

I am a complete and firm support of Board accountability to the Community. That is 100% clear and I think you and I are in firm agreement on that.

I may, however, not be clear about my method and process. From my perspective the strongest accountability would be with a clear Bylaw limitation on ICANN functionality and a provision for an outside arbiter. Both of those changes would require Board approval. I am not trying to subordinate the CCWG to the Board. Far from it – what I am trying to do is find out as early in the process whether the Board is going to be willing to agree to subordinate itself to the Community through those mechanisms.

So, I think the place where you may misunderstand me is at the very end of your note – where you say “why you want to limit CCWG to just follow those areas of accountability that Board wishes?” I think you are assuming that if the Board said “no” to the questions I was asking that my reaction would be to say “oh … oh well. That is OK. If the Board won’t agree, we can’t do it.”

My real reaction, in practice, would be exactly the opposite – I would urge the Community to dig in for an extended discussion with the Board and use my limited powers of persuasion to rally the community to demand that the Board changed its mind. J And I would probably urge CCWG to recommend those same things anyway – but at least we would do that knowing what was going to happen.

Does that help? Regards Paul

**NOTE: OUR NEW ADDRESS -- EFFECTIVE 12/15/14 *** 509 C St. NE Washington, DC 20002

Paul Rosenzweig paul.rosenzweig@redbranchconsulting.com O: +1 (202) 547-0660 M: +1 (202) 329-9650 Skype: +1 (202) 738-1739 or paul.rosenzweig1066 Link to my PGP Key

From: Kavouss Arasteh [mailto:kavouss.arasteh@gmail.com] Sent: Thursday, January 1, 2015 4:39 PM To: Paul Rosenzweig Cc: Seun Ojedeji; accountability-cross-community@icann.org Subject: Re: [CCWG-Accountability] Regarding how bylaw changes are made

Dear Paul, The way you commenting on the matter could have two different interprétations or leave two different impressions: A) You are a firm supporter of accountabilty process when we note your comments about Mathieu B) You wish to raise the question Under discussion to the Board asking what they wish to see from CCWG and what they do not see from CCWG .The latter interpretation ,in my view, seems to be subordinating CCWG to the Board in the sense that we just study, elaborate and recoomend those area of accountability that Board is comfortable with but not CCWG address the full picture, objectives, requiremnets of accountability. Pls find a coherence between interpretation A) and interpretation B) .In order words if you are really in favour of addressing the accountability in a fullflege scope why you want to limit CCWG to just follow those areas of accountability that Board wishes? Thank you very much to clarify your position. Best Regards Kavouss

2015-01-01 21:35 GMT+01:00 Paul Rosenzweig <paul.rosenzweig@redbranchconsulting.com>: Bruce is a wonderful man. But we don’t need his opinion, we need a formal commitment from the Board. That’s why we need to ask the question in an official manner.

Indeed, I would posit that if the accountability working group tasked with ensuring accountability by ICANN is reluctant to even ask the Board a question then the communities capacity to actually reign in Board excess when/if it perceives such would be very limited. If we are so unwilling to even ask a question, will we be willing to tell the Board “no.”

In any event, if we choose not to ask this question, then the scope of WS1 has just expanded to essentially include almost all oversight mechanisms we might conceivably want – which would, I think, be the wrong result.

Warm regards Paul

**NOTE: OUR NEW ADDRESS -- EFFECTIVE 12/15/14 *** 509 C St. NE Washington, DC 20002

Paul Rosenzweig paul.rosenzweig@redbranchconsulting.com O: +1 (202) 547-0660 M: +1 (202) 329-9650 Skype: +1 (202) 738-1739 or paul.rosenzweig1066 Link to my PGP Key

From: Kavouss Arasteh [mailto:kavouss.arasteh@gmail.com] Sent: Thursday, January 1, 2015 10:09 AM To: Seun Ojedeji Cc: accountability-cross-community@icann.org Subject: Re: [CCWG-Accountability] Regarding how bylaw changes are made

Dear All I agree to the term that no one should dictate the CCWG. Still why there is a need that we raise any such question to the Board, Bruce is quite active and requested to continue the Liaison Kavouss

Sent from my iPhone

On 1 Jan 2015, at 15:28, Seun Ojedeji <seun.ojedeji@gmail.com> wrote: Hi Bruce,

Thanks for this information, I will then suggest that this WG determine if those steps will indeed be appropriate for us especially since WS1 is more of a perquisite to transition. One would expect some adjustments on timing and wording rights to be made in the process, also board voting rights in this particular process may need to be agreed upon. It will not be encouraging to have implementation stopped on the basis of no 2/3 board majority....time utilization is an important factor in all these. So the earlier we involve board (without having them dictate for us) the better.

Regards sent from Google nexus 4 kindly excuse brevity and typos.

On 1 Jan 2015 04:55, "Bruce Tonkin" <Bruce.Tonkin@melbourneit.com.au> wrote: Hello Seun,

...

...

I think writing to board to know how it will treat the WG outcome especially when some of it's implementations will require by-law modifications that further involve the ICANN community in decision making process may be useful.

In terms of the process for making bylaws changes, changes have previously been made to accommodate recommendations from the review teams associated with the work of the Accountability and Transparency Review Teams (ATRT) https://www.icann.org/resources/pages/atrt-2012-02-25-en .

Any archive of all previous versions of the bylaws is available here: https://www.icann.org/resources/pages/archive-bc-2012-02-25-en

Based on our current practice I would expect the process to be as follows:

- Board accepts recommendations from the CCWG

- General Counsel's office prepares specific text to change in the bylaws

- proposed bylaws changes are put out for public comment (45 days)

- Board then votes on the bylaws amendments - a 2/3 majority of the Board is required to make a bylaw change

If there is significant community comments against the proposed bylaws language - then a new draft of the bylaws would be put out for public comment that is consistent with the recommendations from the CCWG.

Regards, Bruce Tonkin

_______________________________________________ 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.orghttps://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

Hi Eberhard, Are you referring to the work of the Framework of Interpretation Working Group <http://ccnso.icann.org/workinggroups/foiwg.htm> (policies/guidelines for ccTLD delegations and re-delegations) Any pointers to relevant sections of the report or the group's work would be helpful. Best, Adam On Jan 4, 2015, at 5:00 PM, Dr Eberhard W Lisse <el@lisse.na> wrote:

Read the FoI Principles.

el

Sent from Dr Lisse's iPad mini

On Jan 3, 2015, at 23:12, Paul Rosenzweig <paul.rosenzweig@redbranchconsulting.com> wrote:

...

I’m not sure I understand the objection.

Question #1 says “ICANN agrees not to impose conditions on third parties except based on consensus” Dr. Lisse says “ccTLDs are not subject to consensus or third party involvement”

Those two are consistent since ICANN is being asked to promise not to do that which it already does not do, with respect to ccTLDs.

Perhaps Dr. Lisse’s concern is the implicit one of even acknowledging the possibility that ccTLDs might be subject to such conditions or involvement. We might address that with a simple modification to David’s proposed language:

TO THE EXTENT IT CURRENTLY ASSERTS THE POWER TO DO SO, will ICANN agree by binding contract not to impose rules on third parties (by means of policies, accreditation standards, or required contract terms) that are not supported by a demonstrated consensus among affected parties?

Paul

**NOTE: OUR NEW ADDRESS -- EFFECTIVE 12/15/14 *** 509 C St. NE Washington, DC 20002

Paul Rosenzweig paul.rosenzweig@redbranchconsulting.com O: +1 (202) 547-0660 M: +1 (202) 329-9650 Skype: +1 (202) 738-1739 or paul.rosenzweig1066 Link to my PGP Key

From: Dr Eberhard W Lisse [mailto:el@lisse.na] Sent: Saturday, January 3, 2015 2:43 PM To: David W. Maher Cc: accountability-cross-community@icann.org Subject: Re: [CCWG-Accountability] Regarding how bylaw changes are made

I have serious problems with question 1 as written, because individual ccTLDs are not subject to consensus or any involvement of third parties.

el

Sent from Dr Lisse's iPad mini

On Jan 3, 2015, at 20:30, David W. Maher <dmaher@pir.org> wrote:

Every time a corporation executes a contract, it assumes obligations and liabilities. If the board of the corporation believes in good faith that the contract serves the interests of the corporation (and the contract is not in violation of the corporate charter and bylaws), this is not necessarily an abdication of its fiduciary responsibility. The ICANN Board should be able to give this WG answers to the following questions regarding its willingness to accept contract terms along the lines of: 1. Will ICANN agree by binding contract not to impose rules on third parties (by means of policies, accreditation standards, or required contract terms) that are not supported by a demonstrated consensus among affected parties? 2. Will ICANN agree by binding contract not to impose rules on third parties (by means of policies, accreditation standards, or required contract terms) that do not relate to issues the uniform resolution of which is necessary to assure sound operation of the domain name system? 3. Will ICANN agree by binding contract not to impose rules on third parties (by means of policies, accreditation standards, or required contract terms) that relate to online content or to online behavior that does not threaten the sound operation of the domain name system? 4. Will ICANN agree that any claim that it has not complied with the previous three obligations may be brought by any adversely affected party before an independent review panel that can issue decisions that are binding on ICANN?

David David W. Maher Senior Vice President – Law & Policy Public Interest Registry 312 375 4849

From: JAMES BLADEL <jbladel@godaddy.com> Date: Friday, January 2, 2015 10:09 PM To: Avri Doria <avri@acm.org> Cc: "accountability-cross-community@icann.org" <accountability-cross-community@icann.org> Subject: Re: [CCWG-Accountability] Regarding how bylaw changes are made

Ive been following this thread as best I can, and believe Bruce and Avri are on the right course. If the Board has a legal & fiduciary responsibility to ICANN the corporation, then this line of questioning could be perceived as "under what circumstances/scenarios would you willingly abdicate your fiduciary responsibility?" I don't see how could they possibly provide an answer that is useful to our work....

Thank you,

J. ____________ James Bladel GoDaddy

On Jan 2, 2015, at 09:21, Avri Doria <avri@acm.org> wrote:

Hi,

My concern about asking the Board what they would decide is that it is far to hypothetical for them to give any answer other than the one Bruce offered.

How can a Board give any answer other than the one that says, give us a recommendation, lets get the community view and see how the 3/4 unfolds in our discussions.

Closer to being answerable is whether there is a legal way for them to do what the CCWG might ask for.

avri

On 01-Jan-15 18:08, Paul Rosenzweig wrote: Dear Kavouss

Thank you for this question which is a very sensible one. Let me try to clarify what I am trying to accomplish by my proposal.

I am a complete and firm support of Board accountability to the Community. That is 100% clear and I think you and I are in firm agreement on that.

I may, however, not be clear about my method and process. From my perspective the strongest accountability would be with a clear Bylaw limitation on ICANN functionality and a provision for an outside arbiter. Both of those changes would require Board approval. I am not trying to subordinate the CCWG to the Board. Far from it – what I am trying to do is find out as early in the process whether the Board is going to be willing to agree to subordinate itself to the Community through those mechanisms.

So, I think the place where you may misunderstand me is at the very end of your note – where you say “why you want to limit CCWG to just follow those areas of accountability that Board wishes?” I think you are assuming that if the Board said “no” to the questions I was asking that my reaction would be to say “oh … oh well. That is OK. If the Board won’t agree, we can’t do it.”

My real reaction, in practice, would be exactly the opposite – I would urge the Community to dig in for an extended discussion with the Board and use my limited powers of persuasion to rally the community to demand that the Board changed its mind. J And I would probably urge CCWG to recommend those same things anyway – but at least we would do that knowing what was going to happen.

Does that help? Regards Paul

**NOTE: OUR NEW ADDRESS -- EFFECTIVE 12/15/14 *** 509 C St. NE Washington, DC 20002

Paul Rosenzweig paul.rosenzweig@redbranchconsulting.com O: +1 (202) 547-0660 M: +1 (202) 329-9650 Skype: +1 (202) 738-1739 or paul.rosenzweig1066 Link to my PGP Key

From: Kavouss Arasteh [mailto:kavouss.arasteh@gmail.com] Sent: Thursday, January 1, 2015 4:39 PM To: Paul Rosenzweig Cc: Seun Ojedeji; accountability-cross-community@icann.org Subject: Re: [CCWG-Accountability] Regarding how bylaw changes are made

Dear Paul, The way you commenting on the matter could have two different interprétations or leave two different impressions: A) You are a firm supporter of accountabilty process when we note your comments about Mathieu B) You wish to raise the question Under discussion to the Board asking what they wish to see from CCWG and what they do not see from CCWG .The latter interpretation ,in my view, seems to be subordinating CCWG to the Board in the sense that we just study, elaborate and recoomend those area of accountability that Board is comfortable with but not CCWG address the full picture, objectives, requiremnets of accountability. Pls find a coherence between interpretation A) and interpretation B) .In order words if you are really in favour of addressing the accountability in a fullflege scope why you want to limit CCWG to just follow those areas of accountability that Board wishes? Thank you very much to clarify your position. Best Regards Kavouss

2015-01-01 21:35 GMT+01:00 Paul Rosenzweig <paul.rosenzweig@redbranchconsulting.com>: Bruce is a wonderful man. But we don’t need his opinion, we need a formal commitment from the Board. That’s why we need to ask the question in an official manner.

Indeed, I would posit that if the accountability working group tasked with ensuring accountability by ICANN is reluctant to even ask the Board a question then the communities capacity to actually reign in Board excess when/if it perceives such would be very limited. If we are so unwilling to even ask a question, will we be willing to tell the Board “no.”

In any event, if we choose not to ask this question, then the scope of WS1 has just expanded to essentially include almost all oversight mechanisms we might conceivably want – which would, I think, be the wrong result.

Warm regards Paul

**NOTE: OUR NEW ADDRESS -- EFFECTIVE 12/15/14 *** 509 C St. NE Washington, DC 20002

Paul Rosenzweig paul.rosenzweig@redbranchconsulting.com O: +1 (202) 547-0660 M: +1 (202) 329-9650 Skype: +1 (202) 738-1739 or paul.rosenzweig1066 Link to my PGP Key

From: Kavouss Arasteh [mailto:kavouss.arasteh@gmail.com] Sent: Thursday, January 1, 2015 10:09 AM To: Seun Ojedeji Cc: accountability-cross-community@icann.org Subject: Re: [CCWG-Accountability] Regarding how bylaw changes are made

Dear All I agree to the term that no one should dictate the CCWG. Still why there is a need that we raise any such question to the Board, Bruce is quite active and requested to continue the Liaison Kavouss

Sent from my iPhone

On 1 Jan 2015, at 15:28, Seun Ojedeji <seun.ojedeji@gmail.com> wrote: Hi Bruce,

Thanks for this information, I will then suggest that this WG determine if those steps will indeed be appropriate for us especially since WS1 is more of a perquisite to transition. One would expect some adjustments on timing and wording rights to be made in the process, also board voting rights in this particular process may need to be agreed upon. It will not be encouraging to have implementation stopped on the basis of no 2/3 board majority....time utilization is an important factor in all these. So the earlier we involve board (without having them dictate for us) the better.

Regards sent from Google nexus 4 kindly excuse brevity and typos.

On 1 Jan 2015 04:55, "Bruce Tonkin" <Bruce.Tonkin@melbourneit.com.au> wrote: Hello Seun,

...

...

I think writing to board to know how it will treat the WG outcome especially when some of it's implementations will require by-law modifications that further involve the ICANN community in decision making process may be useful.

In terms of the process for making bylaws changes, changes have previously been made to accommodate recommendations from the review teams associated with the work of the Accountability and Transparency Review Teams (ATRT) https://www.icann.org/resources/pages/atrt-2012-02-25-en .

Any archive of all previous versions of the bylaws is available here: https://www.icann.org/resources/pages/archive-bc-2012-02-25-en

Based on our current practice I would expect the process to be as follows:

- Board accepts recommendations from the CCWG

- General Counsel's office prepares specific text to change in the bylaws

- proposed bylaws changes are put out for public comment (45 days)

- Board then votes on the bylaws amendments - a 2/3 majority of the Board is required to make a bylaw change

If there is significant community comments against the proposed bylaws language - then a new draft of the bylaws would be put out for public comment that is consistent with the recommendations from the CCWG.

Regards, Bruce Tonkin

_______________________________________________ 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.orghttps://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

---

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Dear all, In line with the reactions from James and Eberhard: In my opinion, these questions as well as the ones that Paul formulated earlier, have very little to do with improving ICANN’s accountability. Rather, the implementations of the measures suggested by the questions limit ICANN’s scope and tie the board with a very short leash. Making accountability less relevant, because of the direct control and very narrow scope. It’s one way of solving the issues at hand, but not one that is in the interests of the community in the long run. I also think it’s not realistic to assume that this is an option. I understood our job to be in the area of advising on improving existing and possibly introducing new accountability processes and procedures. Not in the area of advising on the scope of ICANN. However, if adequate accountability is assured, unwanted scope creep is impossible. Cheers, Roelof Meijer SIDN | Meander 501 | 6825 MD | P.O. Box 5022 | 6802 EA | ARNHEM | THE NETHERLANDS T +31 (0)26 352 55 00 | M +31 (0)6 11 395 775 | F +31 (0)26 352 55 05 roelof.meijer@sidn.nl<mailto:roelof.meijer@sidn.nl> | www.sidn.nl<http://www.sidn.nl/> From: David Maher <dmaher@pir.org<mailto:dmaher@pir.org>> Date: zaterdag 3 januari 2015 19:30 To: James Bladel <jbladel@godaddy.com<mailto:jbladel@godaddy.com>>, Avri Doria <avri@acm.org<mailto:avri@acm.org>> Cc: "accountability-cross-community@icann.org<mailto:accountability-cross-community@icann.org>" <accountability-cross-community@icann.org<mailto:accountability-cross-community@icann.org>> Subject: Re: [CCWG-Accountability] Regarding how bylaw changes are made Every time a corporation executes a contract, it assumes obligations and liabilities. If the board of the corporation believes in good faith that the contract serves the interests of the corporation (and the contract is not in violation of the corporate charter and bylaws), this is not necessarily an abdication of its fiduciary responsibility. The ICANN Board should be able to give this WG answers to the following questions regarding its willingness to accept contract terms along the lines of: 1. Will ICANN agree by binding contract not to impose rules on third parties (by means of policies, accreditation standards, or required contract terms) that are not supported by a demonstrated consensus among affected parties? 2. Will ICANN agree by binding contract not to impose rules on third parties (by means of policies, accreditation standards, or required contract terms) that do not relate to issues the uniform resolution of which is necessary to assure sound operation of the domain name system? 3. Will ICANN agree by binding contract not to impose rules on third parties (by means of policies, accreditation standards, or required contract terms) that relate to online content or to online behavior that does not threaten the sound operation of the domain name system? 4. Will ICANN agree that any claim that it has not complied with the previous three obligations may be brought by any adversely affected party before an independent review panel that can issue decisions that are binding on ICANN? David David W. Maher Senior Vice President – Law & Policy Public Interest Registry 312 375 4849 From: JAMES BLADEL <jbladel@godaddy.com<mailto:jbladel@godaddy.com>> Date: Friday, January 2, 2015 10:09 PM To: Avri Doria <avri@acm.org<mailto:avri@acm.org>> Cc: "accountability-cross-community@icann.org<mailto:accountability-cross-community@icann.org>" <accountability-cross-community@icann.org<mailto:accountability-cross-community@icann.org>> Subject: Re: [CCWG-Accountability] Regarding how bylaw changes are made Ive been following this thread as best I can, and believe Bruce and Avri are on the right course. If the Board has a legal & fiduciary responsibility to ICANN the corporation, then this line of questioning could be perceived as "under what circumstances/scenarios would you willingly abdicate your fiduciary responsibility?" I don't see how could they possibly provide an answer that is useful to our work.... Thank you, J. ____________ James Bladel GoDaddy On Jan 2, 2015, at 09:21, Avri Doria <avri@acm.org<mailto:avri@acm.org>> wrote: Hi, My concern about asking the Board what they would decide is that it is far to hypothetical for them to give any answer other than the one Bruce offered. How can a Board give any answer other than the one that says, give us a recommendation, lets get the community view and see how the 3/4 unfolds in our discussions. Closer to being answerable is whether there is a legal way for them to do what the CCWG might ask for. avri On 01-Jan-15 18:08, Paul Rosenzweig wrote: Dear Kavouss Thank you for this question which is a very sensible one. Let me try to clarify what I am trying to accomplish by my proposal. I am a complete and firm support of Board accountability to the Community. That is 100% clear and I think you and I are in firm agreement on that. I may, however, not be clear about my method and process. From my perspective the strongest accountability would be with a clear Bylaw limitation on ICANN functionality and a provision for an outside arbiter. Both of those changes would require Board approval. I am not trying to subordinate the CCWG to the Board. Far from it – what I am trying to do is find out as early in the process whether the Board is going to be willing to agree to subordinate itself to the Community through those mechanisms. So, I think the place where you may misunderstand me is at the very end of your note – where you say “why you want to limit CCWG to just follow those areas of accountability that Board wishes?” I think you are assuming that if the Board said “no” to the questions I was asking that my reaction would be to say “oh … oh well. That is OK. If the Board won’t agree, we can’t do it.” My real reaction, in practice, would be exactly the opposite – I would urge the Community to dig in for an extended discussion with the Board and use my limited powers of persuasion to rally the community to demand that the Board changed its mind. J And I would probably urge CCWG to recommend those same things anyway – but at least we would do that knowing what was going to happen. Does that help? Regards Paul **NOTE: OUR NEW ADDRESS -- EFFECTIVE 12/15/14 *** 509 C St. NE Washington, DC 20002 Paul Rosenzweig paul.rosenzweig@redbranchconsulting.com<mailto:paul.rosenzweigesq@redbranchconsulting.com> O: +1 (202) 547-0660 M: +1 (202) 329-9650 Skype: +1 (202) 738-1739 or paul.rosenzweig1066 Link to my PGP Key<http://www.redbranchconsulting.com/index.php?option=com_content&view=article...> From: Kavouss Arasteh [mailto:kavouss.arasteh@gmail.com] Sent: Thursday, January 1, 2015 4:39 PM To: Paul Rosenzweig Cc: Seun Ojedeji; accountability-cross-community@icann.org<mailto:accountability-cross-community@icann.org> Subject: Re: [CCWG-Accountability] Regarding how bylaw changes are made Dear Paul, The way you commenting on the matter could have two different interprétations or leave two different impressions: A) You are a firm supporter of accountabilty process when we note your comments about Mathieu B) You wish to raise the question Under discussion to the Board asking what they wish to see from CCWG and what they do not see from CCWG .The latter interpretation ,in my view, seems to be subordinating CCWG to the Board in the sense that we just study, elaborate and recoomend those area of accountability that Board is comfortable with but not CCWG address the full picture, objectives, requiremnets of accountability. Pls find a coherence between interpretation A) and interpretation B) .In order words if you are really in favour of addressing the accountability in a fullflege scope why you want to limit CCWG to just follow those areas of accountability that Board wishes? Thank you very much to clarify your position. Best Regards Kavouss 2015-01-01 21:35 GMT+01:00 Paul Rosenzweig <paul.rosenzweig@redbranchconsulting.com<mailto:paul.rosenzweig@redbranchconsulting.com>>: Bruce is a wonderful man. But we don’t need his opinion, we need a formal commitment from the Board. That’s why we need to ask the question in an official manner. Indeed, I would posit that if the accountability working group tasked with ensuring accountability by ICANN is reluctant to even ask the Board a question then the communities capacity to actually reign in Board excess when/if it perceives such would be very limited. If we are so unwilling to even ask a question, will we be willing to tell the Board “no.” In any event, if we choose not to ask this question, then the scope of WS1 has just expanded to essentially include almost all oversight mechanisms we might conceivably want – which would, I think, be the wrong result. Warm regards Paul **NOTE: OUR NEW ADDRESS -- EFFECTIVE 12/15/14 *** 509 C St. NE Washington, DC 20002 Paul Rosenzweig paul.rosenzweig@redbranchconsulting.com<mailto:paul.rosenzweigesq@redbranchconsulting.com> O: +1 (202) 547-0660<tel:%2B1%20%28202%29%20547-0660> M: +1 (202) 329-9650<tel:%2B1%20%28202%29%20329-9650> Skype: +1 (202) 738-1739<tel:%2B1%20%28202%29%20738-1739> or paul.rosenzweig1066 Link to my PGP Key<http://www.redbranchconsulting.com/index.php?option=com_content&view=article...> From: Kavouss Arasteh [mailto:kavouss.arasteh@gmail.com<mailto:kavouss.arasteh@gmail.com>] Sent: Thursday, January 1, 2015 10:09 AM To: Seun Ojedeji Cc: accountability-cross-community@icann.org<mailto:accountability-cross-community@icann.org> Subject: Re: [CCWG-Accountability] Regarding how bylaw changes are made Dear All I agree to the term that no one should dictate the CCWG. Still why there is a need that we raise any such question to the Board, Bruce is quite active and requested to continue the Liaison Kavouss Sent from my iPhone On 1 Jan 2015, at 15:28, Seun Ojedeji <seun.ojedeji@gmail.com<mailto:seun.ojedeji@gmail.com>> wrote: Hi Bruce, Thanks for this information, I will then suggest that this WG determine if those steps will indeed be appropriate for us especially since WS1 is more of a perquisite to transition. One would expect some adjustments on timing and wording rights to be made in the process, also board voting rights in this particular process may need to be agreed upon. It will not be encouraging to have implementation stopped on the basis of no 2/3 board majority....time utilization is an important factor in all these. So the earlier we involve board (without having them dictate for us) the better. Regards sent from Google nexus 4 kindly excuse brevity and typos. On 1 Jan 2015 04:55, "Bruce Tonkin" <Bruce.Tonkin@melbourneit.com.au<mailto:Bruce.Tonkin@melbourneit.com.au>> wrote: Hello Seun,

...

I think writing to board to know how it will treat the WG outcome especially when some of it's implementations will require by-law modifications that further involve the ICANN community in decision making process may be useful.

In terms of the process for making bylaws changes, changes have previously been made to accommodate recommendations from the review teams associated with the work of the Accountability and Transparency Review Teams (ATRT) https://www.icann.org/resources/pages/atrt-2012-02-25-en . Any archive of all previous versions of the bylaws is available here: https://www.icann.org/resources/pages/archive-bc-2012-02-25-en Based on our current practice I would expect the process to be as follows: - Board accepts recommendations from the CCWG - General Counsel's office prepares specific text to change in the bylaws - proposed bylaws changes are put out for public comment (45 days) - Board then votes on the bylaws amendments - a 2/3 majority of the Board is required to make a bylaw change If there is significant community comments against the proposed bylaws language - then a new draft of the bylaws would be put out for public comment that is consistent with the recommendations from the CCWG. Regards, Bruce Tonkin _______________________________________________ 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 _______________________________________________ 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 _______________________________________________ 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 _______________________________________________ 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

Hi Paul, I think Bruce is the board mouth piece in this process and we can take his word as from board, I also believe he does board consultation before responding to seemingly indirect/sensitive inquiry. For me, what is important is early interaction amongst ourselves, it does not have to be more formal than the way Bruce is responding. A lot of us who are involved in both ccwg and CWG would agree on the level of resources each individual has contributed, the final outcome in this process should be worth all the commitment. Regards sent from Google nexus 4 kindly excuse brevity and typos. On 1 Jan 2015 21:35, "Paul Rosenzweig" < paul.rosenzweig@redbranchconsulting.com> wrote:

Bruce is a wonderful man. But we don’t need his opinion, we need a formal commitment from the Board. That’s why we need to ask the question in an official manner.

Indeed, I would posit that if the accountability working group tasked with ensuring accountability by ICANN is reluctant to even ask the Board a question then the communities capacity to actually reign in Board excess when/if it perceives such would be very limited. If we are so unwilling to even ask a question, will we be willing to tell the Board “no.”

In any event, if we choose not to ask this question, then the scope of WS1 has just expanded to essentially include almost all oversight mechanisms we might conceivably want – which would, I think, be the wrong result.

Warm regards

Paul

***NOTE: OUR NEW ADDRESS -- EFFECTIVE 12/15/14 ****

509 C St. NE

Washington, DC 20002

Paul Rosenzweig

paul.rosenzweig@redbranchconsulting.com <paul.rosenzweigesq@redbranchconsulting.com>

O: +1 (202) 547-0660

M: +1 (202) 329-9650

Skype: +1 (202) 738-1739 or paul.rosenzweig1066

Link to my PGP Key <http://www.redbranchconsulting.com/index.php?option=com_content&view=article...>

*From:* Kavouss Arasteh [mailto:kavouss.arasteh@gmail.com] *Sent:* Thursday, January 1, 2015 10:09 AM *To:* Seun Ojedeji *Cc:* accountability-cross-community@icann.org *Subject:* Re: [CCWG-Accountability] Regarding how bylaw changes are made

Dear All

I agree to the term that no one should dictate the CCWG.

Still why there is a need that we raise any such question to the Board,

Bruce is quite active and requested to continue the Liaison

Kavouss

Sent from my iPhone

On 1 Jan 2015, at 15:28, Seun Ojedeji <seun.ojedeji@gmail.com> wrote:

Hi Bruce,

Thanks for this information, I will then suggest that this WG determine if those steps will indeed be appropriate for us especially since WS1 is more of a perquisite to transition. One would expect some adjustments on timing and wording rights to be made in the process, also board voting rights in this particular process may need to be agreed upon. It will not be encouraging to have implementation stopped on the basis of no 2/3 board majority....time utilization is an important factor in all these. So the earlier we involve board (without having them dictate for us) the better.

Regards sent from Google nexus 4 kindly excuse brevity and typos.

On 1 Jan 2015 04:55, "Bruce Tonkin" <Bruce.Tonkin@melbourneit.com.au> wrote:

Hello Seun,

...

...

I think writing to board to know how it will treat the WG outcome especially when some of it's implementations will require by-law modifications that further involve the ICANN community in decision making process may be useful.

In terms of the process for making bylaws changes, changes have previously been made to accommodate recommendations from the review teams associated with the work of the Accountability and Transparency Review Teams (ATRT) https://www.icann.org/resources/pages/atrt-2012-02-25-en .

Any archive of all previous versions of the bylaws is available here: https://www.icann.org/resources/pages/archive-bc-2012-02-25-en

Based on our current practice I would expect the process to be as follows:

- Board accepts recommendations from the CCWG

- General Counsel's office prepares specific text to change in the bylaws

- proposed bylaws changes are put out for public comment (45 days)

- Board then votes on the bylaws amendments - a 2/3 majority of the Board is required to make a bylaw change

If there is significant community comments against the proposed bylaws language - then a new draft of the bylaws would be put out for public comment that is consistent with the recommendations from the CCWG.

Regards, Bruce Tonkin

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Paul and all, It is perfectly possible to ask the board as you requested, but I have the following remarks: · The board will not find it easy to answer our question unless they conduct a poll and reach the necessary ¾ · And what about if the Board gives an affirmative answer to our question, and when they receive the recommendation, they don’t reach the required ¾ votes because one member changed his mind? · Bruce is the Board liaison, and our question to the board should go (officially) through him, and he couldn’t give an answer if he doesn’t consult with the Board. His answer has the same weight, assuming that it is just a rough idea about the Board position. · My opinion is that we should prepare our recommendations for all scenarios to avoid any surprise. -------------------------------------------------------------------------------- Tijani BEN JEMAA Executive Director Mediterranean Federation of Internet Associations (FMAI) Phone: + 216 41 649 605 Mobile: + 216 98 330 114 Fax: + 216 70 853 376 -------------------------------------------------------------------------------- De : accountability-cross-community-bounces@icann.org [mailto:accountability-cross-community-bounces@icann.org] De la part de Paul Rosenzweig Envoyé : vendredi 2 janvier 2015 16:38 À : 'Seun Ojedeji' Cc : accountability-cross-community@icann.org Objet : Re: [CCWG-Accountability] Regarding how bylaw changes are made Dear Seun That is very reasonable. If Bruce is willing to speak for the Board in this forum I would very much like to hear what he has to say regarding the questions I’ve asked. [Hate to put you on the spot Bruce.] Paul **NOTE: OUR NEW ADDRESS -- EFFECTIVE 12/15/14 *** 509 C St. NE Washington, DC 20002 Paul Rosenzweig <mailto:paul.rosenzweigesq@redbranchconsulting.com> paul.rosenzweig@redbranchconsulting.com O: +1 (202) 547-0660 M: +1 (202) 329-9650 Skype: +1 (202) 738-1739 or paul.rosenzweig1066 <http://www.redbranchconsulting.com/index.php?option=com_content&view=article...> Link to my PGP Key From: Seun Ojedeji [mailto:seun.ojedeji@gmail.com] Sent: Thursday, January 1, 2015 10:59 PM To: Paul Rosenzweig Cc: accountability-cross-community@icann.org; Kavouss Arasteh Subject: RE: [CCWG-Accountability] Regarding how bylaw changes are made Hi Paul, I think Bruce is the board mouth piece in this process and we can take his word as from board, I also believe he does board consultation before responding to seemingly indirect/sensitive inquiry. For me, what is important is early interaction amongst ourselves, it does not have to be more formal than the way Bruce is responding. A lot of us who are involved in both ccwg and CWG would agree on the level of resources each individual has contributed, the final outcome in this process should be worth all the commitment. Regards sent from Google nexus 4 kindly excuse brevity and typos. On 1 Jan 2015 21:35, "Paul Rosenzweig" <paul.rosenzweig@redbranchconsulting.com> wrote: Bruce is a wonderful man. But we don’t need his opinion, we need a formal commitment from the Board. That’s why we need to ask the question in an official manner. Indeed, I would posit that if the accountability working group tasked with ensuring accountability by ICANN is reluctant to even ask the Board a question then the communities capacity to actually reign in Board excess when/if it perceives such would be very limited. If we are so unwilling to even ask a question, will we be willing to tell the Board “no.” In any event, if we choose not to ask this question, then the scope of WS1 has just expanded to essentially include almost all oversight mechanisms we might conceivably want – which would, I think, be the wrong result. Warm regards Paul **NOTE: OUR NEW ADDRESS -- EFFECTIVE 12/15/14 *** 509 C St. NE Washington, DC 20002 Paul Rosenzweig <mailto:paul.rosenzweigesq@redbranchconsulting.com> paul.rosenzweig@redbranchconsulting.com O: +1 <tel:%2B1%20%28202%29%20547-0660> (202) 547-0660 M: +1 <tel:%2B1%20%28202%29%20329-9650> (202) 329-9650 Skype: +1 <tel:%2B1%20%28202%29%20738-1739> (202) 738-1739 or paul.rosenzweig1066 <http://www.redbranchconsulting.com/index.php?option=com_content&view=article...> Link to my PGP Key From: Kavouss Arasteh [mailto:kavouss.arasteh@gmail.com] Sent: Thursday, January 1, 2015 10:09 AM To: Seun Ojedeji Cc: accountability-cross-community@icann.org Subject: Re: [CCWG-Accountability] Regarding how bylaw changes are made Dear All I agree to the term that no one should dictate the CCWG. Still why there is a need that we raise any such question to the Board, Bruce is quite active and requested to continue the Liaison Kavouss Sent from my iPhone On 1 Jan 2015, at 15:28, Seun Ojedeji <seun.ojedeji@gmail.com> wrote: Hi Bruce, Thanks for this information, I will then suggest that this WG determine if those steps will indeed be appropriate for us especially since WS1 is more of a perquisite to transition. One would expect some adjustments on timing and wording rights to be made in the process, also board voting rights in this particular process may need to be agreed upon. It will not be encouraging to have implementation stopped on the basis of no 2/3 board majority....time utilization is an important factor in all these. So the earlier we involve board (without having them dictate for us) the better. Regards sent from Google nexus 4 kindly excuse brevity and typos. On 1 Jan 2015 04:55, "Bruce Tonkin" <Bruce.Tonkin@melbourneit.com.au> wrote: Hello Seun,

...

I think writing to board to know how it will treat the WG outcome especially when some of it's implementations will require by-law modifications that further involve the ICANN community in decision making process may be useful.

In terms of the process for making bylaws changes, changes have previously been made to accommodate recommendations from the review teams associated with the work of the Accountability and Transparency Review Teams (ATRT) https://www.icann.org/resources/pages/atrt-2012-02-25-en . Any archive of all previous versions of the bylaws is available here: https://www.icann.org/resources/pages/archive-bc-2012-02-25-en Based on our current practice I would expect the process to be as follows: - Board accepts recommendations from the CCWG - General Counsel's office prepares specific text to change in the bylaws - proposed bylaws changes are put out for public comment (45 days) - Board then votes on the bylaws amendments - a 2/3 majority of the Board is required to make a bylaw change If there is significant community comments against the proposed bylaws language - then a new draft of the bylaws would be put out for public comment that is consistent with the recommendations from the CCWG. Regards, Bruce Tonkin _______________________________________________ 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 --- Ce courrier électronique ne contient aucun virus ou logiciel malveillant parce que la protection avast! Antivirus est active. http://www.avast.com