Dear Eberhard, Thank you for the references to the Bylaws and our internal documents. Do I understand you correctly that you are not concerned anymore that the democratic option ‘None of the above’ (that would give ccNSO members the power to select Board members they support) is in breach of the Bylaws? The way I read your email now is that you believe we are in breach of the articles you mention because the members did not vote/approve all the internal guidelines of the ccNSO, am I correct? So, the question is: Do we need to have members vote when develop or change a guideline? Let’s assume that ICANN Bylaws or Rules of the ccNSO (the internal document from 2004) require us to have a members vote to change an existing or approve a new internal procedure (we call them guidelines). If that was the case, then every thing that the ccNSO had done for the past at least 12 years, - that would include all Council elections, all Board appointments, appointments to CSC, RZERC, IFRT, etc. – should be considered null and void because ccNSO members have never voted either on those guidelines or their changes. That would be absurd at least. Luckily, it is not the case. As you noted, the Bylaws say, “The ccNSO Council, subject to direction by the ccNSO members, shall adopt such rules and procedures for the ccNSO as it deems necessary”. We call our internal procedures “Guidelines”, except the first guideline which was named “The Rules of the ccNSO”. I do not know why there is such inconsistency in terminology – the Guidelines Review Committee is trying to correct that but I can’t say we always succeed. The clauses about the members vote, i.e. “These rules will become valid if approved with a vote…” and “A change will become valid only if approved with a vote of greater than 66% at a general meeting, or by electronic vote” apply to that particular document, i.e. the Rules of the ccNSO, not to all other internal procedures. For all other decisions, including adoption of internal procedures as described in the Bylaws, the Rules of the ccNSO clearly define another process, i.e. “If during that seven day period, 10% or more of the members notify the Council Chair of their objection to the decision, it shall automatically trigger a membership vote to ratify or veto the decision.” The guidelines are discussed and drafted by the community members, approved by the ccNSO Council and (as the Rules of the ccNSO require) within 7 days of the Council decision 10% of the members may call for a vote. Conveniently, the Rules of the ccNSO also have a clause that describes how a call for a members vote can be initiated outside the 7 days period: “5.1 An electronic vote of the members can be initiated by any of the following: 5.1.1 The ccNSO Council 5.1.2 The Chair of the ccNSO Council 5.1.3 10% of the members” Speaking about the clause “In the event this guideline does not provide guidance and/or the impact is unreasonable, the Chair of the ccNSO Council will decide upon any questions or issues”, it is not new. As far as I can tell, it has been in this guideline forever, or at least in 2008. See: https://ccnso.icann.org/about/guidelines-board-selection-procedure-08may08-e... Furthermore, the same clause is included in every guideline that we have adopted (the new guidelines now come with a slightly revised wording which the GRC thought was much better). As we have learnt time and time again, it is impossible to foresee each and every situation that may occur. This clause is there to ensure that we do not get stuck due to the fact that some small detail has not been foreseen and described. You also raised the question about the Annual General Meeting of ccNSO members. We meet three times a year. We have never labelled any of the meetings ‘Annual General Meeting’ as a matter of course. As the ICANN holds AGM as the third meeting of the year and we have a meeting at ICANN’s AGM, we can consider that as such too. When ccNSO Meeting Strategy Working Group discussed the current meeting format and if the members wanted any change, ccNSO members were happy with the de facto meeting structure (see https://ccnso.icann.org/en/workinggroups/ccnso-strategy-review-08may18-en.pd...). I hope that clarifies, ]{atrina -----Original Message----- From: Dr Eberhard W Lisse [mailto:el@lisse.na] Sent: Wednesday, October 02, 2019 1:12 PM To: Katrina Sataki <katrina@nic.lv>; ccnso-members@icann.org Cc: el@lisse.na; 'ccnso-council' <ccnso-council@icann.org>; cctldcommunity@cctld-managers.org; cctldworld@icann.org Subject: Re: Call for Nominations ICANN Board Seat 11: starting Wednesday 11 September 2019 (00:01 UTC) Katrina, On 23/09/2019 17:52, Katrina Sataki wrote: [...]

Do I understand it correctly that this was not the breach of the Bylaws you were talking about? Breach of which article did you mean then?

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Though I do not remember whether we voted on this or whether it was just a Council guideline.

We do not have "Council guidelines". All our guidelines are ccNSO guidelines. [...]

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We might also ask ICANN's Corporate Council for on opinion.

Well, for a whole different reason, but the guideline had been reviewed by ICANN Legal in July. We have not received any objections from them. No worries about this. [...]

I read Article 10.3 (k) of the bylaws as follows: The ccNSO Council, subject to direction by the ccNSO members, shall adopt such rules and procedures for the ccNSO as it deems necessary, provided they are consistent with these Bylaws. Rules for ccNSO membership and operating procedures adopted by the ccNSO Council shall be published on the Website. I then read the relevant part of Article 10.4 (b) [...] The application shall include the ccTLD manager's recognition of the role of the ccNSO within the ICANN structure as well as the ccTLD manager's agreement, for the duration of its membership in the ccNSO, (i) to adhere to rules of the ccNSO, including membership rules, (ii) to abide by policies developed and recommended by the ccNSO and adopted by the Board [...] I further read in the Rules of the ccNSO at https://ccnso.icann.org/en/about/rules.htm 8 Changes to the Rules 8.1 These rules will become valid if approved with a vote of greater than 66% at a general meeting, or by electronic vote. 8.2 Any proposed changes to the rules must be circulated to all members at least twenty-one days before any vote on the proposed changes. 8.3 A change will become valid only if approved with a vote of greater than 66% at a general meeting, or by electronic vote. I finally read the Guideline: ccNSO Nominations process ICANN Board seats 11 and 12 at https://ccnso.icann.org/sites/default/files/field-attached/ccnso-nominations... 5.1 ccNSO Internal Guideline This Guideline is an internal rule of the ccNSO in accordance with Article 10, Section 10.3(k) and Article 10, Section 10.4(b) of the ICANN Bylaws In other words, this "Guideline", and any other, is not binding on any of the ccNSO Members, and I submit, in violation of the Bylaws. I also read this 5.2 Omission in or unreasonable impact of the Guideline In the event this guideline does not provide guidance and/or the impact is unreasonable, the Chair of the ccNSO Council will decide upon any questions or issues. which, for the avoidance of doubt, really strikes me as wrong. So, I really think this all should go back to the drawing board, but at least, as I outlined before, I would like this to be put to the vote of the members. And I would really like to peruse the correspondence with ICANN Legal in this regards Incidentally, I also read in the Rules of the ccNSO at https://ccnso.icann.org/en/about/rules.htm 2 Meetings 2.1 An annual general meeting of the ccNSO will be held as required by Section 4(6) of Article IX of the ICANN bylaws. When will that AGM be held? greetings, el -- Dr. Eberhard W. Lisse / Obstetrician & Gynaecologist (Saar) el@lisse.NA / * | Telephone: +264 81 124 6733 (cell) PO Box 8421 / Bachbrecht, Namibia ;____/