Strongly support Jordan regarding item 10. Alan At 08/05/2016 12:03 AM, Jordan Carter wrote:

Thanks Holly, Rosemary, for this.

In respect of your substantive comments I agree with you regarding comment 9 (which I think arose from the complexity of the document, as not all "parts" of the carve out are referenced in all places - rightly from a drafting point of view, but a little hard to follow for us non-lawyers), and comment 10 too.

On comment 10 however, I'd like to be clear that the reason a rationale is presented is as a matter of explanation. The decisional process which follows is not reliant on that explanation or rationale being judged against non-existent objective criteria. The presentation of rationale is simply so that DPs have to go on the record saying why they are acting as they are.

Can you please assure me and us that the draft bylaws do not create a situation where anything published as a rationale can be used to block or interfere with the rights of decisional participants to exercise their powers? (The exception is where the budget related powers are being used, as it is clearly discernable whether or not an issue was raised in the public engagement process or not.)

Many thanks Jordan

On 8 May 2016 at 05:27, Grapsas, Rebecca <<mailto:rebecca.grapsas@sidley.com>rebecca.grapsas@sidley.com> wrote: Holly Gregory asked that I forward the email below. Please post to the CCWG and BCG lists on her behalf.

Dear CCWG-ACCT Co-Chairs, Members, Participants, and ICANN Staff,

Attached please find comments from Sidley and Adler on the CCWG’s Comments on Draft New ICANN Bylaws (tracked changes in Word and PDF).

Please note that we have serious concerns around comments 9 and 10 and believe that, as currently stated, they are based on misreadings of the draft Bylaws in the relation to the CCWG Proposal.

Kind regards,

Holly and Rosemary

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

Sidley Austin LLP 787 Seventh Avenue New York, NY 10019 <tel:%2B1%20212%20839%205853>+1 212 839 5853 <mailto:holly.gregory@sidley.com>holly.gregory@sidley.com www.sidley.com

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