Work Party 1 dealt with the foundational work for all of the community powers. At no point has there been a qualification of a sub-set of the EC exercising decision rights on the removal of nomcom directors. It has always been intended to be the full set. This was discussed at length and reopening the question now, with a transparent intention of amending the proposal in a manner of reducing the influence of a stakeholder after the proposal has been agreed, is not something the CCWG should adopt. Jordan On Wednesday, 13 April 2016, Schaefer, Brett <Brett.Schaefer@heritage.org> wrote:

Co-chairs,

I am opposed to this decision on Q29 for several reasons:

1. The GAC does not vote for NOMCOM directors, and should not have a vote in their removal. 2. It is inconsistent with how the CCWG draft treats individual SO/ACs with respect to their appointed directors. The SO/ACs voting on NOMCOM directors should have similar exclusive authority over their removal. 3. The CCWG proposal is silent on this matter, we should not be inserting new powers for the GAC into the bylaws when they are not explicitly included in the CCWG draft.

I am also opposed procedurally.

On the Board removal of directors discussion, we were told that even though legally the EC had to approve the removals, that the CCWG draft was silent of this, so we could not create a new power for the EC that would infringe on Board powers in the current bylaws. Therefor the approval had to be a rubber stamp.

Here, the CCWG proposal is silent on whether the GAC should have a vote on removing NOMCOM directors. The current bylaws specifically do not give the GAC any vote on the approval or removal of NOMCOM directors. But we are told that we must grant them such authority even though there is no legal requirement for it as we know from the power of individual SO/AC to remove their appointed directors.

How are these two interpretations consistent? Either we add new powers for the EC on Board decisions to remove directors or we do not add new powers for the GAC on removing NOMCOM directors.

Best,

Brett

------------------------------ Brett Schaefer Jay Kingham Senior Research Fellow in International Regulatory Affairs Margaret Thatcher Center for Freedom Davis Institute for National Security and Foreign Policy The Heritage Foundation 214 Massachusetts Avenue, NE Washington, DC 20002 202-608-6097 heritage.org

*From:* accountability-cross-community-bounces@icann.org <javascript:_e(%7B%7D,'cvml','accountability-cross-community-bounces@icann.org');> [mailto:accountability-cross-community-bounces@icann.org <javascript:_e(%7B%7D,'cvml','accountability-cross-community-bounces@icann.org');>] *On Behalf Of *Mathieu Weill *Sent:* Tuesday, April 12, 2016 2:54 AM *To:* Accountability Cross Community *Subject:* [CCWG-ACCT] TR: [bylaws-coord] Requested clarification of Question 29; further clarification request for Question 7

Forwarding also our lawyer’s clarification on Q29 (please note that the clarification on Q7 is redundant with the previous email).

Best

Mathieu

*De :* bylaws-coord-bounces@icann.org <javascript:_e(%7B%7D,'cvml','bylaws-coord-bounces@icann.org');> [ mailto:bylaws-coord-bounces@icann.org <javascript:_e(%7B%7D,'cvml','bylaws-coord-bounces@icann.org');>] *De la part de* Rosemary E. Fei via bylaws-coord *Envoyé :* lundi 11 avril 2016 21:43 *À :* bylaws-coord@icann.org <javascript:_e(%7B%7D,'cvml','bylaws-coord@icann.org');> *Cc :* ICANN-Adler; Daniel Halloran (daniel.halloran@icann.org <javascript:_e(%7B%7D,'cvml','daniel.halloran@icann.org');>); Sidley ICANN CCWG (sidleyicannccwg@sidley.com <javascript:_e(%7B%7D,'cvml','sidleyicannccwg@sidley.com');>); Amy Stathos (amy.stathos@icann.org <javascript:_e(%7B%7D,'cvml','amy.stathos@icann.org');>) *Objet :* [bylaws-coord] Requested clarification of Question 29; further clarification request for Question 7

Dear Bylaws Coordination group:

Please see attached. All three counsels have signed off on these questions from counsel. Pdf versions to follow.

Rosemary and Holly

-- Jordan Carter Chief Executive, InternetNZ +64-21-442-649 | jordan@internetnz.net.nz Sent on the run, apologies for brevity

The lawyers raised this question because it was never specifically addressed in the CCWG calls or discussions. Please link to the recording or transcript where this matter was specifically discussed. If we proceed, it seems clear that we are selectively applying the requirement to stick to the specific text of the CCWG proposal. From: Jordan Carter [mailto:jordan@internetnz.net.nz] Sent: Tuesday, April 12, 2016 8:12 AM To: Schaefer, Brett Cc: Mathieu Weill; Accountability Cross Community Subject: Re: [bylaws-coord] Requested clarification of Question 29; further clarification request for Question 7 Work Party 1 dealt with the foundational work for all of the community powers. At no point has there been a qualification of a sub-set of the EC exercising decision rights on the removal of nomcom directors. It has always been intended to be the full set. This was discussed at length and reopening the question now, with a transparent intention of amending the proposal in a manner of reducing the influence of a stakeholder after the proposal has been agreed, is not something the CCWG should adopt. Jordan On Wednesday, 13 April 2016, Schaefer, Brett <Brett.Schaefer@heritage.org<mailto:Brett.Schaefer@heritage.org>> wrote: Co-chairs, I am opposed to this decision on Q29 for several reasons: 1. The GAC does not vote for NOMCOM directors, and should not have a vote in their removal. 2. It is inconsistent with how the CCWG draft treats individual SO/ACs with respect to their appointed directors. The SO/ACs voting on NOMCOM directors should have similar exclusive authority over their removal. 3. The CCWG proposal is silent on this matter, we should not be inserting new powers for the GAC into the bylaws when they are not explicitly included in the CCWG draft. I am also opposed procedurally. On the Board removal of directors discussion, we were told that even though legally the EC had to approve the removals, that the CCWG draft was silent of this, so we could not create a new power for the EC that would infringe on Board powers in the current bylaws. Therefor the approval had to be a rubber stamp. Here, the CCWG proposal is silent on whether the GAC should have a vote on removing NOMCOM directors. The current bylaws specifically do not give the GAC any vote on the approval or removal of NOMCOM directors. But we are told that we must grant them such authority even though there is no legal requirement for it as we know from the power of individual SO/AC to remove their appointed directors. How are these two interpretations consistent? Either we add new powers for the EC on Board decisions to remove directors or we do not add new powers for the GAC on removing NOMCOM directors. Best, Brett ________________________________ Brett Schaefer Jay Kingham Senior Research Fellow in International Regulatory Affairs Margaret Thatcher Center for Freedom Davis Institute for National Security and Foreign Policy The Heritage Foundation 214 Massachusetts Avenue, NE Washington, DC 20002 202-608-6097 heritage.org<http://heritage.org/> ________________________________ Brett Schaefer Jay Kingham Senior Research Fellow in International Regulatory Affairs Margaret Thatcher Center for Freedom Davis Institute for National Security and Foreign Policy The Heritage Foundation 214 Massachusetts Avenue, NE Washington, DC 20002 202-608-6097 heritage.org<http://heritage.org/> From: accountability-cross-community-bounces@icann.org<javascript:_e(%7B%7D,'cvml','accountability-cross-community-bounces@icann.org');> [mailto:accountability-cross-community-bounces@icann.org<javascript:_e(%7B%7D,'cvml','accountability-cross-community-bounces@icann.org');>] On Behalf Of Mathieu Weill Sent: Tuesday, April 12, 2016 2:54 AM To: Accountability Cross Community Subject: [CCWG-ACCT] TR: [bylaws-coord] Requested clarification of Question 29; further clarification request for Question 7 Forwarding also our lawyer’s clarification on Q29 (please note that the clarification on Q7 is redundant with the previous email). Best Mathieu De : bylaws-coord-bounces@icann.org<javascript:_e(%7B%7D,'cvml','bylaws-coord-bounces@icann.org');> [mailto:bylaws-coord-bounces@icann.org<javascript:_e(%7B%7D,'cvml','bylaws-coord-bounces@icann.org');>] De la part de Rosemary E. Fei via bylaws-coord Envoyé : lundi 11 avril 2016 21:43 À : bylaws-coord@icann.org<javascript:_e(%7B%7D,'cvml','bylaws-coord@icann.org');> Cc : ICANN-Adler; Daniel Halloran (daniel.halloran@icann.org<javascript:_e(%7B%7D,'cvml','daniel.halloran@icann.org');>); Sidley ICANN CCWG (sidleyicannccwg@sidley.com<javascript:_e(%7B%7D,'cvml','sidleyicannccwg@sidley.com');>); Amy Stathos (amy.stathos@icann.org<javascript:_e(%7B%7D,'cvml','amy.stathos@icann.org');>) Objet : [bylaws-coord] Requested clarification of Question 29; further clarification request for Question 7 Dear Bylaws Coordination group: Please see attached. All three counsels have signed off on these questions from counsel. Pdf versions to follow. Rosemary and Holly -- Jordan Carter Chief Executive, InternetNZ +64-21-442-649 | jordan@internetnz.net.nz<mailto:jordan@internetnz.net.nz> Sent on the run, apologies for brevity

Kavouss, No one is opposed to discussion. Please read carefully before posting. Brett ________________________________ Brett Schaefer Jay Kingham Senior Research Fellow in International Regulatory Affairs Margaret Thatcher Center for Freedom Davis Institute for National Security and Foreign Policy The Heritage Foundation 214 Massachusetts Avenue, NE Washington, DC 20002 202-608-6097 heritage.org<http://heritage.org/> From: Kavouss Arasteh [mailto:kavouss.arasteh@gmail.com] Sent: Tuesday, April 12, 2016 10:35 AM To: Schaefer, Brett Cc: Mathieu Weill; Accountability Cross Community Subject: Re: [CCWG-ACCT] TR: [bylaws-coord] Requested clarification of Question 29; further clarification request for Question 7 Oh wooo Somebody objects to a discussion?!!!! Sent from my iPhone On 12 Apr 2016, at 14:06, Schaefer, Brett <Brett.Schaefer@heritage.org<mailto:Brett.Schaefer@heritage.org>> wrote: Co-chairs, I am opposed to this decision on Q29 for several reasons: 1. The GAC does not vote for NOMCOM directors, and should not have a vote in their removal. 2. It is inconsistent with how the CCWG draft treats individual SO/ACs with respect to their appointed directors. The SO/ACs voting on NOMCOM directors should have similar exclusive authority over their removal. 3. The CCWG proposal is silent on this matter, we should not be inserting new powers for the GAC into the bylaws when they are not explicitly included in the CCWG draft. I am also opposed procedurally. On the Board removal of directors discussion, we were told that even though legally the EC had to approve the removals, that the CCWG draft was silent of this, so we could not create a new power for the EC that would infringe on Board powers in the current bylaws. Therefor the approval had to be a rubber stamp. Here, the CCWG proposal is silent on whether the GAC should have a vote on removing NOMCOM directors. The current bylaws specifically do not give the GAC any vote on the approval or removal of NOMCOM directors. But we are told that we must grant them such authority even though there is no legal requirement for it as we know from the power of individual SO/AC to remove their appointed directors. How are these two interpretations consistent? Either we add new powers for the EC on Board decisions to remove directors or we do not add new powers for the GAC on removing NOMCOM directors. Best, Brett ________________________________ Brett Schaefer Jay Kingham Senior Research Fellow in International Regulatory Affairs Margaret Thatcher Center for Freedom Davis Institute for National Security and Foreign Policy The Heritage Foundation 214 Massachusetts Avenue, NE Washington, DC 20002 202-608-6097 heritage.org<http://heritage.org/> From: accountability-cross-community-bounces@icann.org<mailto:accountability-cross-community-bounces@icann.org> [mailto:accountability-cross-community-bounces@icann.org] On Behalf Of Mathieu Weill Sent: Tuesday, April 12, 2016 2:54 AM To: Accountability Cross Community Subject: [CCWG-ACCT] TR: [bylaws-coord] Requested clarification of Question 29; further clarification request for Question 7 Forwarding also our lawyer’s clarification on Q29 (please note that the clarification on Q7 is redundant with the previous email). Best Mathieu De : bylaws-coord-bounces@icann.org<mailto:bylaws-coord-bounces@icann.org> [mailto:bylaws-coord-bounces@icann.org] De la part de Rosemary E. Fei via bylaws-coord Envoyé : lundi 11 avril 2016 21:43 À : bylaws-coord@icann.org<mailto:bylaws-coord@icann.org> Cc : ICANN-Adler; Daniel Halloran (daniel.halloran@icann.org<mailto:daniel.halloran@icann.org>); Sidley ICANN CCWG (sidleyicannccwg@sidley.com<mailto:sidleyicannccwg@sidley.com>); Amy Stathos (amy.stathos@icann.org<mailto:amy.stathos@icann.org>) Objet : [bylaws-coord] Requested clarification of Question 29; further clarification request for Question 7 Dear Bylaws Coordination group: Please see attached. All three counsels have signed off on these questions from counsel. Pdf versions to follow. Rosemary and Holly _______________________________________________ Accountability-Cross-Community mailing list Accountability-Cross-Community@icann.org<mailto:Accountability-Cross-Community@icann.org> https://mm.icann.org/mailman/listinfo/accountability-cross-community<https://mm.icann.org/mailman/listinfo/accountability-cross-community>

Please explain. I confess I do not quite understand the below. This is probably my fault. On 04/12/2016 09:16 PM, Kavouss Arasteh wrote:

Opposing to valid argument is identical to opposing discussion .what was done last night is clear evidence of opposing to a healthy discussion

I fully agree with Jordan (I am member of the WP1) and Alan. Yes, I find the question of the loyers bizarre since the report was very clear about the cases the carve out is applicable. Changing the content of the final report that was approved by the chartering organizations and the ICANN board is just not possible. ----------------------------------------------------------------------------- Tijani BEN JEMAA Executive Director Mediterranean Federation of Internet Associations (FMAI) Phone: +216 98 330 114 +216 52 385 114 -----------------------------------------------------------------------------

Le 12 avr. 2016 à 21:37, Schaefer, Brett <Brett.Schaefer@heritage.org> a écrit :

Kavouss,

It is hard to take you seriously since you have been spewing allegations of bad faith in this forum for quite some time, most recently with Greg Shatan today and yesterday. Perhaps you should look in the mirror a bit.

Brett

Brett Schaefer Jay Kingham Senior Research Fellow in International Regulatory Affairs Margaret Thatcher Center for Freedom Davis Institute for National Security and Foreign Policy The Heritage Foundation 214 Massachusetts Avenue, NE Washington, DC 20002 202-608-6097 heritage.org <http://heritage.org/>

From: Kavouss Arasteh [mailto:kavouss.arasteh@gmail.com] Sent: Tuesday, April 12, 2016 4:17 PM To: Schaefer, Brett Cc: Mathieu Weill; Accountability Cross Community Subject: Re: [CCWG-ACCT] TR: [bylaws-coord] Requested clarification of Question 29; further clarification request for Question 7

Opposing to valid argument is identical to opposing discussion .what was done last night is clear evidence of opposing to a healthy discussion

Sent from my iPhone

On 12 Apr 2016, at 16:42, Schaefer, Brett <Brett.Schaefer@heritage.org <mailto:Brett.Schaefer@heritage.org>> wrote:

Kavouss,

No one is opposed to discussion. Please read carefully before posting.

Brett

Brett Schaefer Jay Kingham Senior Research Fellow in International Regulatory Affairs Margaret Thatcher Center for Freedom Davis Institute for National Security and Foreign Policy The Heritage Foundation 214 Massachusetts Avenue, NE Washington, DC 20002 202-608-6097 heritage.org <http://heritage.org/> From: Kavouss Arasteh [mailto:kavouss.arasteh@gmail.com <mailto:kavouss.arasteh@gmail.com>] Sent: Tuesday, April 12, 2016 10:35 AM To: Schaefer, Brett Cc: Mathieu Weill; Accountability Cross Community Subject: Re: [CCWG-ACCT] TR: [bylaws-coord] Requested clarification of Question 29; further clarification request for Question 7

Oh wooo Somebody objects to a discussion?!!!!

Sent from my iPhone

On 12 Apr 2016, at 14:06, Schaefer, Brett <Brett.Schaefer@heritage.org <mailto:Brett.Schaefer@heritage.org>> wrote:

Co-chairs,

I am opposed to this decision on Q29 for several reasons:

The GAC does not vote for NOMCOM directors, and should not have a vote in their removal. It is inconsistent with how the CCWG draft treats individual SO/ACs with respect to their appointed directors. The SO/ACs voting on NOMCOM directors should have similar exclusive authority over their removal. The CCWG proposal is silent on this matter, we should not be inserting new powers for the GAC into the bylaws when they are not explicitly included in the CCWG draft.

I am also opposed procedurally.

On the Board removal of directors discussion, we were told that even though legally the EC had to approve the removals, that the CCWG draft was silent of this, so we could not create a new power for the EC that would infringe on Board powers in the current bylaws. Therefor the approval had to be a rubber stamp.

Here, the CCWG proposal is silent on whether the GAC should have a vote on removing NOMCOM directors. The current bylaws specifically do not give the GAC any vote on the approval or removal of NOMCOM directors. But we are told that we must grant them such authority even though there is no legal requirement for it as we know from the power of individual SO/AC to remove their appointed directors.

How are these two interpretations consistent? Either we add new powers for the EC on Board decisions to remove directors or we do not add new powers for the GAC on removing NOMCOM directors.

Best,

Brett

Brett Schaefer Jay Kingham Senior Research Fellow in International Regulatory Affairs Margaret Thatcher Center for Freedom Davis Institute for National Security and Foreign Policy The Heritage Foundation 214 Massachusetts Avenue, NE Washington, DC 20002 202-608-6097 heritage.org <http://heritage.org/> From: accountability-cross-community-bounces@icann.org <mailto:accountability-cross-community-bounces@icann.org> [mailto:accountability-cross-community-bounces@icann.org <mailto:accountability-cross-community-bounces@icann.org>] On Behalf Of Mathieu Weill Sent: Tuesday, April 12, 2016 2:54 AM To: Accountability Cross Community Subject: [CCWG-ACCT] TR: [bylaws-coord] Requested clarification of Question 29; further clarification request for Question 7

Forwarding also our lawyer’s clarification on Q29 (please note that the clarification on Q7 is redundant with the previous email).

Best Mathieu

De : bylaws-coord-bounces@icann.org <mailto:bylaws-coord-bounces@icann.org> [mailto:bylaws-coord-bounces@icann.org <mailto:bylaws-coord-bounces@icann.org>] De la part de Rosemary E. Fei via bylaws-coord Envoyé : lundi 11 avril 2016 21:43 À : bylaws-coord@icann.org <mailto:bylaws-coord@icann.org> Cc : ICANN-Adler; Daniel Halloran (daniel.halloran@icann.org <mailto:daniel.halloran@icann.org>); Sidley ICANN CCWG (sidleyicannccwg@sidley.com <mailto:sidleyicannccwg@sidley.com>); Amy Stathos (amy.stathos@icann.org <mailto:amy.stathos@icann.org>) Objet : [bylaws-coord] Requested clarification of Question 29; further clarification request for Question 7

Dear Bylaws Coordination group:

Please see attached. All three counsels have signed off on these questions from counsel. Pdf versions to follow.

Rosemary and Holly _______________________________________________ Accountability-Cross-Community mailing list Accountability-Cross-Community@icann.org <mailto:Accountability-Cross-Community@icann.org> https://mm.icann.org/mailman/listinfo/accountability-cross-community <https://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

Dear Sir, I know you very well.I therefore do nor about your wrong impression on my seriousness. In fact I object with your position On " Value judgement" m Sent from my iPhone

On 12 Apr 2016, at 22:37, Schaefer, Brett <Brett.Schaefer@heritage.org> wrote:

Kavouss,

It is hard to take you seriously since you have been spewing allegations of bad faith in this forum for quite some time, most recently with Greg Shatan today and yesterday. Perhaps you should look in the mirror a bit.

Brett

Brett Schaefer Jay Kingham Senior Research Fellow in International Regulatory Affairs Margaret Thatcher Center for Freedom Davis Institute for National Security and Foreign Policy The Heritage Foundation 214 Massachusetts Avenue, NE Washington, DC 20002 202-608-6097 heritage.org From: Kavouss Arasteh [mailto:kavouss.arasteh@gmail.com] Sent: Tuesday, April 12, 2016 4:17 PM To: Schaefer, Brett Cc: Mathieu Weill; Accountability Cross Community Subject: Re: [CCWG-ACCT] TR: [bylaws-coord] Requested clarification of Question 29; further clarification request for Question 7

Opposing to valid argument is identical to opposing discussion .what was done last night is clear evidence of opposing to a healthy discussion

Sent from my iPhone

On 12 Apr 2016, at 16:42, Schaefer, Brett <Brett.Schaefer@heritage.org> wrote:

Kavouss,

No one is opposed to discussion. Please read carefully before posting.

Brett

Brett Schaefer Jay Kingham Senior Research Fellow in International Regulatory Affairs Margaret Thatcher Center for Freedom Davis Institute for National Security and Foreign Policy The Heritage Foundation 214 Massachusetts Avenue, NE Washington, DC 20002 202-608-6097 heritage.org From: Kavouss Arasteh [mailto:kavouss.arasteh@gmail.com] Sent: Tuesday, April 12, 2016 10:35 AM To: Schaefer, Brett Cc: Mathieu Weill; Accountability Cross Community Subject: Re: [CCWG-ACCT] TR: [bylaws-coord] Requested clarification of Question 29; further clarification request for Question 7

Oh wooo Somebody objects to a discussion?!!!!

Sent from my iPhone

On 12 Apr 2016, at 14:06, Schaefer, Brett <Brett.Schaefer@heritage.org> wrote:

Co-chairs,

I am opposed to this decision on Q29 for several reasons:

The GAC does not vote for NOMCOM directors, and should not have a vote in their removal. It is inconsistent with how the CCWG draft treats individual SO/ACs with respect to their appointed directors. The SO/ACs voting on NOMCOM directors should have similar exclusive authority over their removal. The CCWG proposal is silent on this matter, we should not be inserting new powers for the GAC into the bylaws when they are not explicitly included in the CCWG draft.

I am also opposed procedurally.

On the Board removal of directors discussion, we were told that even though legally the EC had to approve the removals, that the CCWG draft was silent of this, so we could not create a new power for the EC that would infringe on Board powers in the current bylaws. Therefor the approval had to be a rubber stamp.

Here, the CCWG proposal is silent on whether the GAC should have a vote on removing NOMCOM directors. The current bylaws specifically do not give the GAC any vote on the approval or removal of NOMCOM directors. But we are told that we must grant them such authority even though there is no legal requirement for it as we know from the power of individual SO/AC to remove their appointed directors.

How are these two interpretations consistent? Either we add new powers for the EC on Board decisions to remove directors or we do not add new powers for the GAC on removing NOMCOM directors.

Best,

Brett

Brett Schaefer Jay Kingham Senior Research Fellow in International Regulatory Affairs Margaret Thatcher Center for Freedom Davis Institute for National Security and Foreign Policy The Heritage Foundation 214 Massachusetts Avenue, NE Washington, DC 20002 202-608-6097 heritage.org From: accountability-cross-community-bounces@icann.org [mailto:accountability-cross-community-bounces@icann.org] On Behalf Of Mathieu Weill Sent: Tuesday, April 12, 2016 2:54 AM To: Accountability Cross Community Subject: [CCWG-ACCT] TR: [bylaws-coord] Requested clarification of Question 29; further clarification request for Question 7

Forwarding also our lawyer’s clarification on Q29 (please note that the clarification on Q7 is redundant with the previous email).

Best Mathieu

De : bylaws-coord-bounces@icann.org [mailto:bylaws-coord-bounces@icann.org] De la part de Rosemary E. Fei via bylaws-coord Envoyé : lundi 11 avril 2016 21:43 À : bylaws-coord@icann.org Cc : ICANN-Adler; Daniel Halloran (daniel.halloran@icann.org); Sidley ICANN CCWG (sidleyicannccwg@sidley.com); Amy Stathos (amy.stathos@icann.org) Objet : [bylaws-coord] Requested clarification of Question 29; further clarification request for Question 7

Dear Bylaws Coordination group:

Please see attached. All three counsels have signed off on these questions from counsel. Pdf versions to follow.

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

Good evening: May I say that I would support the advice of the lawyers regarding Question 29. I have served in the past as a member of the GAC and as a member of NomCom. 1. The balance of power between the operator interests on the Board and the independent NomCom appointments is a critical factor in establishing the credibility, indeed the acceptability, of ICANN itself as a self-regulating global entity. The power to remove Directors appointed by NomCom is clearly a sensitive issue in this context. Whether NomCom members have a vote or not, is in practice a secondary consideration. 2. The fundamental balances within the ICANN structure have to be maintained, whether or not they have been explicitly addressed in the CCWG and CWG drafts. Indeed there are other instances which demand attention in this respect, e.g. SCWG. Regards Christopher Wilkinson On 12 Apr 2016, at 14:06, "Schaefer, Brett" <Brett.Schaefer@heritage.org> wrote:

Co-chairs,

I am opposed to this decision on Q29 for several reasons:

The GAC does not vote for NOMCOM directors, and should not have a vote in their removal. It is inconsistent with how the CCWG draft treats individual SO/ACs with respect to their appointed directors. The SO/ACs voting on NOMCOM directors should have similar exclusive authority over their removal. The CCWG proposal is silent on this matter, we should not be inserting new powers for the GAC into the bylaws when they are not explicitly included in the CCWG draft.

I am also opposed procedurally.

On the Board removal of directors discussion, we were told that even though legally the EC had to approve the removals, that the CCWG draft was silent of this, so we could not create a new power for the EC that would infringe on Board powers in the current bylaws. Therefor the approval had to be a rubber stamp.

Here, the CCWG proposal is silent on whether the GAC should have a vote on removing NOMCOM directors. The current bylaws specifically do not give the GAC any vote on the approval or removal of NOMCOM directors. But we are told that we must grant them such authority even though there is no legal requirement for it as we know from the power of individual SO/AC to remove their appointed directors.

How are these two interpretations consistent? Either we add new powers for the EC on Board decisions to remove directors or we do not add new powers for the GAC on removing NOMCOM directors.

Best,

Brett

Brett Schaefer Jay Kingham Senior Research Fellow in International Regulatory Affairs Margaret Thatcher Center for Freedom Davis Institute for National Security and Foreign Policy The Heritage Foundation 214 Massachusetts Avenue, NE Washington, DC 20002 202-608-6097 heritage.org

From: accountability-cross-community-bounces@icann.org [mailto:accountability-cross-community-bounces@icann.org] On Behalf Of Mathieu Weill Sent: Tuesday, April 12, 2016 2:54 AM To: Accountability Cross Community Subject: [CCWG-ACCT] TR: [bylaws-coord] Requested clarification of Question 29; further clarification request for Question 7

Forwarding also our lawyer’s clarification on Q29 (please note that the clarification on Q7 is redundant with the previous email).

Best Mathieu

De : bylaws-coord-bounces@icann.org [mailto:bylaws-coord-bounces@icann.org] De la part de Rosemary E. Fei via bylaws-coord Envoyé : lundi 11 avril 2016 21:43 À : bylaws-coord@icann.org Cc : ICANN-Adler; Daniel Halloran (daniel.halloran@icann.org); Sidley ICANN CCWG (sidleyicannccwg@sidley.com); Amy Stathos (amy.stathos@icann.org) Objet : [bylaws-coord] Requested clarification of Question 29; further clarification request for Question 7

Dear Bylaws Coordination group:

Please see attached. All three counsels have signed off on these questions from counsel. Pdf versions to follow.

Rosemary and Holly

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