Hello, I guess the other main issue which I notice in Chris's point is that unless the majority gauge is observed across the various SO/AC represented in the SCWG, we might find ourselves in a situation where the separation decision would be comfortably made by just the representatives of registries and registrars. Hopefully that is not the intent of the proposal. Regards Sent from my LG G4 Kindly excuse brevity and typos On 5 Apr 2016 8:33 p.m., "Gomes, Chuck" <cgomes@verisign.com> wrote:

I think there are two ways of looking at this:

1. Requiring consensus makes it harder to do separation. As Christopher says, that is a big step so maybe it should be harder. That is in essence why I opposed only requiring a simple majority of those present in a meeting instead of a simple majority of all members whether they are in attendance or not.

2. Requiring consensus also makes it easier for a small group to essentially veto a separation recommendation. If a small group of the members oppose a separation while a strong majority favor it, simply by preventing consensus, separation could be stopped.

I don’t know where I come out on this but I definitely we should weigh both points before deciding.

Chuck

*From:* cwg-stewardship-bounces@icann.org [mailto: cwg-stewardship-bounces@icann.org] *On Behalf Of *Christopher Wilkinson *Sent:* Tuesday, April 05, 2016 2:41 PM *To:* accountability-cross-community@icann.org Accountability *Cc:* cwg-stewardship@icann.org IANA *Subject:* [CWG-Stewardship] Fwd: [CCWG-ACCT] [bylaws-coord] DRAFT NEW ICANN BYLAWS - 2 April 2016 version - SCWG *Importance:* High

Good evening:

With reference to the Sidley draft of April 2, 2016 ("Questions and Clarifications for Bylaws Coordination Group"), I wish to make a specific comment relating to Question 22 referring to Section 19 of the draft Bylaws concerning the SCWG ("Separation Cross Community Working Group".)

Section 19.5 addresses the Composition of the SCWG and the voting rights of its members and liaisons.

Section 19.7 (a) addresses the SCWG decision-making procedure.

During the CWG conference call on April 4, Sidley raised the issue of how to define the majority of the SCWG (Section 19.7(a)) in the absence of a consensus.

The bar of 50+1% was proposed. (Question 22.)

*I submit that this bar is far too low, and that the general principle of consensus must be maintained.*

Section 19.5 of the draft Bylaws provides for SCWG to be composed of 13 voting members, 5 non voting liaisons and unlimited other participants. Among the voting members, GNSO and the ccTLDs would hold 9 votes; more than a majority of 7.

However, eventual separation of the IANA/PTI function from ICANN would have far reaching implications for many stakeholders which go well beyond the specific interests of DNS Registries and Registrars.

It would not be appropriate for the representatives of the Registries and Registrars to be able to determine a separation decision, acting alone, absent consensus in the SCWG. If the proposed composition and voting rights in an SCWG are maintained, it is absolutely essential that the SCWG act by consensus and not by a majority vote.

Regards

Christopher Wilkinson

Begin forwarded message:

*From: *Mathieu Weill <mathieu.weill@afnic.fr>

*Subject: [CCWG-ACCT] Fwd: [bylaws-coord] DRAFT NEW ICANN BYLAWS - 2 April 2016 version*

*Date: *3 Apr 2016 14:16:21 GMT+02:00

*To: *CCWG Accountability <accountability-cross-community@icann.org>

Dear colleagues,

In anticipation of our calls this week, please find below a note from the lawyers group, the draft bylaws as well as an issue list.

It is important to read the lawyers notes as they quite efficiently describe the context and status of the work. Please review them for any process related question.

The purpose of our calls this week will be to address the issue list questions (questions 1-7 & 25-34 are for the CCWG, the others for CWG).

Should any other issue be added to the list based on your respective reviews, please raise your questions on the list for transparency.

Best regards,

Mathieu

---------------

Depuis mon mobile, d�sol� pour le style

D�but du message transf�r� :

*Exp**�**diteur:* John Jeffrey via bylaws-coord <bylaws-coord@icann.org> *Date:* 3 avril 2016 13:16:28 UTC+2 *Destinataire:* bylaws-coord@icann.org *Cc:* "Flanagan, Sharon" <sflanagan@sidley.com>, "Cc: Zagorin, Janet S." < jzagorin@sidley.com>, "Hilton, Tyler" <thilton@sidley.com>, ICANN-Adler < ICANN@adlercolvin.com>, "Hofheimer, Joshua T." <jhofheimer@sidley.com>, "Mohan, Vivek" <vivek.mohan@sidley.com>, "Clark, Michael A." < mclark@sidley.com>, "Boucher, Rick" <rboucher@sidley.com>, Sidley ICANN CCWG <sidleyicannccwg@sidley.com>, "Kerry, Cameron" <ckerry@sidley.com>, "McNicholas, Edward R." <emcnicholas@sidley.com>, Daniel Halloran < daniel.halloran@icann.org>, Amy Stathos <amy.stathos@icann.org>, "Boelter, Jessica C.K." <jboelter@sidley.com>, "Fuller, Miles" < wfuller@sidley.com>, "Tam, Tennie H." <tennie.tam@sidley.com> *Objet:* *[bylaws-coord] DRAFT NEW ICANN BYLAWS - 2 April 2016 version* *R**�**pondre * *�**:* John Jeffrey <john.jeffrey@icann.org>

Dear Bylaws Coordination Group,

Please find attached a document � DRAFT NEW ICANN BYLAWS (vers. 2Apr) (�DRAFT BYLAWS�) for your review and discussion. As you will recall the last full draft was provided to you on 18 March, with the promise to provide another full turn of the DRAFT BYLAWS for your review today on 2 April. The DRAFT BYLAWS attached is the current working draft among the legal drafting group. There is also an Issue List attached, which are a set of additional questions and clarifications requested from the Bylaws Coordination Group.

We ask that you share the attachments with your CCWG, ICG and CWG colleagues who will be reviewing this during this critical work week

*Recent Work* � During the past two weeks the legal drafting group, made up of Sidley�s team, Adler�s team and ICANN's Legal team reviewed and worked through mark ups and redrafts of the various sections of new ICANN Bylaws. Also, we have held four separate meetings with the Bylaws Coordination Group during this two-week period asking questions and incorporating that feedback into the new draft. There is likely to be the need for some additional discussions as we work toward a public comment version of the new ICANN bylaws.

*More Work to Do* � There is still work to do on the DRAFT BYLAWS, in identifying and working through any remaining provisions in the draft that are not clear, finding any remaining open issues, improving the provisions, and polishing the draft before publication for public comment. The legal teams remain engaged in review mode and are available for questions and comments during this period.

*Legal Teams have not yet **�certified**�* � Since a) the Bylaws Coordination Group, CWG and CCWG have not yet reviewed and reacted to these DRAFT BYLAWS, b) there are still remaining open issues, and c) there is still review and polishing to be done by the legal teams � the legal teams have not indicated yet that the current DRAFT BYLAWS fully meets the recommendations within the Proposals.

As we have indicated above there is still work to be done, including receiving the feedback from those reviewing these DRAFT BYLAWS this week before the legal teams will be in a position to certify the posting version for Public Comment

*Next Steps* �

1) *Now until 13 April* � members of CCWG, CWG, Bylaws Coordination Group, Board and ICG to complete review of these DRAFT BYLAWS and provide feedback to legal teams;

2) *Now until 18 April*, (with particular focus during week of 13-18 April) � legal teams to update DRAFT BYLAWS working in coordination with the Bylaws Drafting Group;

3) *20 April* � posting date for public comment period for new proposed bylaws � with legal teams supporting that the new proposed bylaws meets the proposal recommendations.

���

As before, we look forward to working with all of you in the coming days, to get ICANN�s Bylaws in the best form possible to effectuate these important changes.

We hope these views of the documents are useful and that you receive them in the spirit that they are offered� to help all of us to be able to collaborate and work through these Bylaws changes in the most effective way possible � to enable the creation of a new and stronger, community empowered ICANN.

John Jeffrey, Holly Gregory, and Rosemary Fei

_____________________

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_______________________________________________ bylaws-coord mailing list bylaws-coord@icann.org https://mm.icann.org/mailman/listinfo/bylaws-coord

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

_______________________________________________ CWG-Stewardship mailing list CWG-Stewardship@icann.org https://mm.icann.org/mailman/listinfo/cwg-stewardship