July 2019 - Ccwg-auctionproceeds

Recordings, Attendance & Chat / CCWG Auction Proceeds call / Wednesday, 31 July 2019 at 14:00 UTC
by Julie Bisland July 31, 2019

July 31, 2019

Dear all, All recordings for the CCWG Auction Proceeds call held on Wednesday, 31 July 2019 at 14:00 UTC can be found on the agenda wiki page <https://community.icann.org/x/6aOjBg> (attendance included) and the GNSO Master calendar <https://urldefense.proofpoint.com/v2/url?u=http-3A__gnso.icann.org_en_group…> . These include: * Attendance (please let me know if your name has been left off the attendance list) * Audio recording * Zoom chat archive * Zoom recording (including audio, visual, rough transcript) For additional information, you may consult the mailing list archives <http://mm.icann.org/pipermail/ccwg-auctionproceeds/> and the main wiki page.<https://community.icann.org/x/yJXDAw> Thank you. With kind regards, Julie

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notes and action items from the CCWG Auction Proceeds meeting on Wed, 31 July 2019 (14 UTC).
by Joke Braeken July 31, 2019

July 31, 2019

Hello All. Please find included below the notes and action items from the CCWG Auction Proceeds meeting on Wed, 31 July 2019 (14 UTC). Best regards, Joke Braeken These high-level notes are designed to help the CCWG navigate through the content of the call and are not meant as a substitute for the transcript and/or recording. The MP3, transcript, and chat are provided separately and are posted on the wiki at: https://community.icann.org/display/CWGONGAP/2019+Meetings. ACTION ITEMS * #1: Leadership team to formulate - as soon as possible - a question to the Board, asking whether the Board could consider a situation where the evaluation would be done by community members, and potentially outside efforts * #2: Small group to be set up, to clarify the criteria for independence. Stepped forward: Marylin Cade, Maureen Hilyard, Vanda Scartezini, Ching Chiao, Thato Mfikwe, Alan Greenberg, Jonathan Robinson, Elliot Noss * #3: Erika and Alan to look into the question whether we can strengthen the role of the community further, beyond whether what Alan and Erika originally envisaged, and based on the feedback received during the public comment period. * #4: clarifications to be provided to ICANN Board liaisons * Alan and Erika to clean up the current text. See action item #3. * Leadership team with support from staff will review the accountability / review mechanisms, incl. audit. See how they overlap with the proposal, if at all * #5: CCWG members are encouraged to review Sam’s memo ahead of the next meeting. * #6: Sam will revise the memo about the individual appeal. Alan, possibly other community members will weigh in over email regarding Sam’s proposal NOTES 1. Welcome/Agenda Review/SOI Updates No roll call. Attendance will be taken from the zoom room. Please remember to mute your microphones when not speaking and state your name before speaking for transcription purposes. 2. Next Steps Regarding Selection of Recommended Mechanism(s) 4 mechanisms were created: looking at various scenarios that are already available, and pick the best. A: inhouse model B: inhouse + other entity C: foundation D: fund outsourced to other entity D was ruled out, C was favoured less. Public comment: quite a few comments favoured C. Different concerns raised about independence. Erika favours to recommend only 1 single mechanism, and to make a recommendation to the board. Alternatively, we could make a hierarchy and present it to the Board. Once a decision about the mechanism was taken, the next group needs to do the work on how this shall function. To help them, we have established guidelines: They formulate some principles. You can find the graphics here: https://community.icann.org/display/CWGONGAP/Graphics  And the summary of inputs from ICANN Board and Org are here: https://community.icann.org/display/CWGONGAP/FAQs Emily runs through the e-mail sent by Joke to the list, on behalf of the co-chairs. Summary of the main topics: * Independence Topic discussed a lot in the past, and also the Board and ICANN Org provided input. See Q&A, 2 graphics as shared in Marrakech (division responsibilities & common characteristics) * Role independent panel? who would sit on this panel? ICANN Board spoke already about this. Info included in the FAQ, and recent email exchanges from Board Liaisons to the group * Relevant costs linked to implementing the mechanisms See email sent to ICANN org * Mechanism D and differences with B Mechanism D was taken off the table. Leadership team does not want to re-open the discussion * Role of the ICANN community As part of the agenda for today. Proposal by Alan and Erika Alan: Focusing too much on the names of the mechanisms, instead of on the substance, on the characteristics. If we have a foundation, what are the criteria to make sure it is indeed independent? Elliot: Critical comments on the view of the CCWG. they assumed ICANN org to take the decisions. However, Independent panel composed by the community. Seems there is strong consensus with the CCWG for mechanism A where the independent panel is ICANN community. That would require a level of independence both operationally, and in terms of COI (similar to NomCom). Suggests to focus on that view. Judith: If we outsource, and take into account what the Board has said, there is not much difference between A and B Becky: No follow-up conversations happened so far with the rest of the Board. Independence issue: the Board finds it absolutely critical that the panel that evaluates and selects winners and losers must be completely independent. Indepent of ICANN org, the Board, and the vested interests in the community itself. Board has fiduciary obligations and needs to ensure ICANN stays within its mission. Administrative tasks for ICANN Board. Community has a big role in talking about the priorities, the training for the independent panel etc. Jonathan: Conflict between Becky and Elliot his view? Elliot thinks what Becky says is correct. It does not contradict his view of community involvement. A community group is scoring and choosing proposals. There should be no COI with those proposals. Principles of independence should apply. As an example: how NomCom deals with conflicts. Members of the community group can help promote, but step out as soon as there is a COI. Becky: NomCom is not independent, in the sense that its members are drawn from the various parts of the community, including people who are very active in ICANN processes, and have vested interests in outcomes Erika: Community is stretched thin. High workload. Either the community is the evaluator, or the community has an oversight function. Latter is more appropriate in Erika’s view. Becky: The Board sees a very important role for the community. However, icann community members in the selection and evaluation panel makes independence extremely difficult to achieve. Role of the community is critical, in an advisory Board. Alan: Evaluation the applications should be done by professionals. Concerns relying on a volunteer force. Summary by Erika: * Evaluation by community members, and potentially outside efforts: is the Board going to even consider this option? If not, it is clear what we need to do. * Bigger role of the community (Alan was working on a proposal) Can we strengthen the model of the current advisory panel and the overall role of the community. * We need to review the criteria of what we refer to as independence. To be included in the guidelines. E.g. PTI Board, is not completely independent. Whatever Board will be constructed (A and C), the role of the completely independent Board members will be higher than the role of potential ICANN Board members who sit on this Board too. Action items: * #1: Evaluation by community members, and potentially outside efforts: is the Board going to even consider this option? Leadership team to formulate a question to the Board, asap. * #2: Small group to be set up, to clarify the criteria for independence. * #3: Question whether we can strengthen the role of the community further, beyond whether what Alan and erika envisages, and based on the feedback received during the public comment period. 2. Proposal – Role of the Community (see attached updated draft Final Report – pages 21-22) Proposal presented by Alan, that stands regardless of what the selection panel is. What mechanism do we use, once the programme is running, to make sure the programme stays on track? Mid-course corrections might be needed. Called an “Advisory Board”. Some say it is a working group, or a committee. Arbitrary name. Role of the Advisory Board (AB): * Consist of people nominated by SO/ACs. ASO or SSAC might not have a lot of interest, so maybe a subset of the SO/ACs * Primary function is to do an annual review, starting in year 2. Looking at what projects were approved, how does it map with what we envisaged, are the projects successful? * The group could report to the ICANN Board, the mechanism itself, and to the ICANN community. Programme Evaluation Panel (PEP): * See organisational reviews. Done every 3 years * Taking input from Advisory Board and others. Are major shifts needed? Do we need to change the mechanism? Project Evaluation Panel (PEP) = Group doing the actual selection Assessment = determine how well the projects are working Why are both AB and PEP needed? One is on an annual basis, looking at a low level. Minor changes, tweaks. The first group will act as a sounding board to the PEP. The second group is looking at matters at a much higher level. Erika: asking for confirmation from the group about whether this proposal is something that could be supported by the group in principle. No comments were raised. the group would keep the conversation going. Becky: Understands the different roles. But if things are going drastically wrong, the AB would notice that. And that might be the trigger for a different process. Concern why we need both the AB and the PEP. The AB would be able to interact with the independent evaluation panel and provide input in midst of evaluation: that is extremely worrisome. Inappropriate for the AB to develop the materials that go out to applicants. Training etc for those doing the evaluation. Extreme danger of affecting outcome of processes in an ad hoc way, which raises the potential for disputes. Maureen: 2 evaluation groups, that increases the potential for conflict. Alan: * Interaction between evaluation group and advisory Board: From the discussion in Marrakech, a proposal was raised where the PEP could bring a specific project to AB and ask for opinions. This raised strong red flags. Can the evaluators ask for clarifications somewhere? That is what we were looking into * Instead of a 3-year review, having it triggered by the AB Becky: * Role of an audit. We need to understand the full range of accountability things that are going on here. We cannot have an audit doing the same thing that the programme evaluation panel would be doing Erika: Review cycle. Audit is part of it Action item: * #4: clarifications to be provided to ICANN Board liaisons * Alan and Erika to clean up the current text. * Leadership team with support from staff will review the accountability / review mechanisms, incl. Audit. See how they overlap with the proposal, if at all Erika: No operational audit at ICANN. Financial audit ICANN does have 3. Discussion of Individual Appeal Mechanism (see attached memo from ICANN Legal) Introduction by Sam: If there were to be a separate appeals process, it would have to be simple. Other grant making organisations have also a lightweight process. Appeals are not about the individual judgement of the panel. It needs to be based on certain grounds. E.g. improper criteria applied, lack of compliance with published process, COI etc. Do not allow individual grant applicants, and they should not use ICANN’s accountability mechanisms. What will give them a chance to challenge decisions? Due process? Action items: * #5: Group members are invited to review Sam’s memo ahead of the next meeting. Alan: * Who does it go to? * Applicant to receive rationale for rejection of an application? Sam: Final appeals process needs to match with the process we have. Maybe not all grounds would apply. Who the evaluator is? These are appeals to the panel itself, or a person that oversees the panel. It is at the implementation level. How is the panel administered? A person responsible for coordinating the work by the panel? Into the panel decision making process. Action items: * #6: Sam will revise the proposal about the individual appeal. Alan, possibly other community members will weigh in over email regarding Sam’s proposal 4. AOB Scheduling of the next call. 14 August 2019 | 14 UTC Joke Braeken ccNSO Policy Advisor joke.braeken(a)icann.org<mailto:joke.braeken@icann.org> Follow @ccNSO on Twitter: https://twitter.com/ccNSO Follow the ccNSO on Facebook: https://www.facebook.com/ccnso/ http://ccnso.icann.org

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message from Erika Mann, Ching Chiao | co-chairs to the CCWG New gTLD Auction Proceeds
by Joke Braeken July 31, 2019

July 31, 2019

Dear all, The message included below is sent to you on behalf of the CCWG Auction Proceeds co-chairs, Erika Mann and Ching Chiao. We would like to take this opportunity to inform you as well, that based on the discussions by the CCWG, the leadership team drafted some questions, which were sent in the meanwhile to the Board liaisons (Becky Burr and Maarten Botterman), to ICANN Finance (Xavier Calvez) and to ICANN legal (Sam Eisner). Please find the questions included in attachment. Best regards, Joke Braeken = = = = Dear all, Thank you all for the input you have provided on the draft Initial Report, and in particular, the thoughtful comments you have made regarding the mechanisms under consideration. With the agenda for Wednesday’s call, you have received a spreadsheet summarizing the substantive comments on the different mechanisms. In reviewing the comments, the leadership team has noticed several themes and would like share some observations in advance of Wednesday’s call: 1. Several comments sent to the mailing list spoke to and raised questions about the level of independence that would exist under each mechanism. * As a reminder, this is a topic the CCWG has discussed extensively in the past. These discussions, as well as input from ICANN Org and the ICANN Board, are documented in Working Group materials. In particular, I would like to draw your attention to the following resources. It is the responsibility of all CCWG members to stay up to date with CCWG resources so that conversations are not repeated. * I encourage you to review the attached graphics, which were shared in our meeting in Marrakech and have since been updated based on CCWG feedback. The graphics show the division of roles and responsibilities under the different mechanisms, as well as elements that will be the same regardless of the mechanism chosen. These graphics should shed light on some of the questions and concerns raised regarding independence. * In addition, the ICANN Board and ICANN Org have previously provided guidance to the CCWG on the topic of independence. This input is documented in FAQ sheets on the CCWG wiki here<https://community.icann.org/display/CWGONGAP/FAQs>. * ICANN Org previously responded to the question<https://community.icann.org/download/attachments/109480175/FAQ%20-%20Legal%…>, “If the CCWG recommends that a foundation is to be created (mechanism C), does that mean there is more independence?” ICANN Org provided the following response: “ICANN will always be responsible for making sure that funds are provided to appropriate organizations both in confirmation of mission and in making sure that funds are provided in a manner consistent with maintaining ICANN’s 501(c)(3) status. In maintaining the Board’s fiduciary duty, the Board cannot cede this responsibility to the community. This is an important limitation, which does not go away even if, for example, the proceeds are initially provided to a foundation, which then in turn administers a process for identifying appropriate recipients. In a foundation scenario, ICANN would likely have a lot less direct involvement in decisions on individual awards, when compared to ICANN directly administering a program to make awards. However, in the foundation scenario, ICANN would still have to make sure that the rules for the foundation are set up in a way that the processes are reliable, verifiable and auditable, and there would still be a need to for ICANN to measure (through reports or otherwise) that the grants to end recipients were in alignment with the requirements.” * The ICANN Board previously responded to the question<https://community.icann.org/download/attachments/109480175/FAQ%20-%20Board%…>, “Does the Board’s role change, dependent on the mechanism that is chosen?” The ICANN Board responded: “The ICANN Board remains responsible for all auction proceeds being appropriately disbursed, even if a third party runs part or all of the process of receiving, evaluating, or disbursing the auction proceeds. The Board is responsible for acting as trustees of the organization’s assets and exercising due diligence to oversee that whatever organization(s) is disbursing assets is well-managed and that its financial situation remains sound. Accordingly: *Proceeds should be allocated in tranches over a period of years to ensure the Board is meeting its obligations; *The Board has not yet come to a position on whether larger amounts would require Board sign off. The Board is responsible for making sure that ICANN’s mission is observed at all points throughout the process, and any disbursement mechanism must have processes and procedures to ensure that auction proceeds are used in a manner that contributes directly to ICANN’s mission. 1. The comments on the mailing list indicate that there may be some confusion about the role of the “independent panel” in the evaluation of grant applications and selection of grant recipients, as well as who will sit on that panel. * This is also a topic that has been discussed extensively by the CCWG. These discussions, as well as input from ICANN Org and the ICANN Board on this topic, are documented in Working Group materials. In particular, the FAQ documents posted on the wiki here<https://community.icann.org/display/CWGONGAP/FAQs> summarize feedback that the ICANN Board and ICANN Org have previously provided on a range of topics, including the independent panel. In particular two responses that the Board has previously provided are relevant to this discussion. Please review this input, so that conversations are not repeated: * The ICANN Board previously responded to the question<https://community.icann.org/download/attachments/109480175/FAQ%20-%20Board%…>, “What is the Board’s perspective on the evaluation of applications?” The Board responded: “Regarding the evaluation of the applications, the Board notes that an independent panel is an important aspect that should be considered in the CCWG’s recommendations. This panel should be independent and should have appropriate conflict of interest protections built in, in support of the fiduciary duties of ICANN’s directors and officers. The independent panel would assess applications and decide which applications will be successful in securing funding for that year’s tranche. The independent character of the panel would need to be defined and proper controls will need to be put in place to guide the work of the panel (see below for some considerations). The panel’s recommendations would be provided to the ICANN Board for approval of the slate of successful applicants for that year, and the approved slate would then be provided to the persons/entity responsible for distribution.” * The ICANN Board previously responded to the question<https://community.icann.org/download/attachments/109480175/FAQ%20-%20Board%…>, “What role does the Board expect to play in relation to the evaluation of applications?” The ICANN Board responded: “As previously communicated, the Board will not be taking decisions on individual applications but will instead focus its consideration of the slate on whether the rules of the process were followed by the independent panel. The principles supporting the independent panel should also include consistency over time (i.e., the composition of the panel should always include some panelists of the previous year to build on their experience); and cost-effectiveness (i.e, to focus on the use of auction proceeds to support desired activities and goals, as opposed to administrative costs).” * Recent comments on the mailing list from the ICANN Board liaisons and ICANN Org reiterate the points above. The ICANN Board, in mailing list discussion, stated: “Neither the Board nor Org should play a decision-making role with respect to individual applications. Evaluations and selection must be done by a completely independent panel.” ICANN Org further clarified that under mechanism A, “ICANN org would be responsible for contracting with an external, independent panel and would have to build in the appropriate mechanisms to maintain independence of that panel, similar to what has been done for other evaluation processes over the years.” 1. There have been questions and concerns raised about the relative implementation costs of the mechanisms. * The co-chairs have submitted follow-up questions to ICANN Org on this topic to support further discussion. 1. There appears to be some confusion about what Mechanism D entails and how it is different from Mechanism B. * Mechanism D was a model that envisioned complete outsourcing to an external entity. Mechanism B allows for a partnership between ICANN Org and an external entity, in which certain responsibilities can be divided between the two. 1. Some of the recent messages on the mailing list seemed to propose a form of Mechanism D. * At this stage, Mechanism D has been eliminated from consideration. The leadership team does not believe it is appropriate to reintroduce Mechanism D into deliberations at this time. 1. There appears to be different views on the division of responsibilities between ICANN and the External Charitable Entity under Mechanism B. · At this stage, the CCWG has not agreed on any single model for the division of responsibilities under Mechanism B. · Please see the attached chart on Division of Responsibilities for additional information. 1. There appear to be different assumptions about the role of the ICANN community. * At this stage, the CCWG is considering a proposal on the role of the community, which is included in page 21-22 of the draft Final Report sent with the agenda. This will be discussed further on tomorrow’s call. We look forward to further discussion during our call tomorrow. Best regards, Erika Mann, Ching Chiao | co-chairs to the CCWG New gTLD Auction Proceeds = = = = = Kind regards, Joke Braeken ccNSO Policy Advisor joke.braeken(a)icann.org<mailto:joke.braeken@icann.org> Follow @ccNSO on Twitter: https://twitter.com/ccNSO Follow the ccNSO on Facebook: https://www.facebook.com/ccnso/ http://ccnso.icann.org

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Re: [Ccwg-auctionproceeds] Judith Hellerstein's comments on the Auction Proceeds Draft
by Alan Greenberg July 30, 2019

July 30, 2019

Several people have alluded to ICANN using some of the auction funds to boost the reserve and have used this as the reason why we need a separate entity. My recollection is that very early on, the Board made it clear that regardless of the mechanism, they did not foresee transferring all of the money (whether it is $100m or $235m) in one fell swoop. I believe the term "tranche" was use to say that the monet would be transferred as needed, and that ICANN would still maintain full control of the remaining funds. And ultimately if the situation warranted might redirect them (the latter part is my words, not something said by the Board). Alan At 26/07/2019 05:17 PM, Aikman-Scalese, Anne wrote: Hi all, I am writing these comments with hopes that Marilyn will post to the CCWB Auction Proceeds list. To further demonstrate this principle regarding the need for independence, I will mention that in connection with the presentation of the staffing “readiness” plan for Subsequent Procedures that was drawn up by ICANN staff, the Marrakech presentation to the Sub Pro WG included a comment from an ICANN officer that among the possible sources of funding for staffing up for the next round might be to “borrow from Auction Proceeds”. (If you don’t believe me, check the Sub Pro recording from that session in Marrakech.) I believe I had commented remotely in Marrakech that to the extent that decisions on hiring and firing of grant-making personnel would be made by ICANN staff and/or the Board, there could not possibly be a reasonable level of independence in the grant-making operation and it would be extremely difficult for ICANN to defend challenges to grants made by that department. Auction proceeds are already a controversial topic and it would be a mistake to cause that topic to become more controversial by simply setting up some department guidelines and expecting people who are hired and fired by ICANN Org and/or Board to do anything other than what they are directed to do by those who control their paycheck. The old saying goes that “There is nothing new under the sun.” Although we like to think that ICANN’s decision-making processes are entirely different from other entities, the management and risk management challenges associated with this task and the related ethical concerns have been faced by many institutions. One notable point of comparison would be universities, which generally have a number of associated entities involved in furthering their missions and which, like ICANN, operate in an environment where public trust and confidence is key. Regarding Alan’s comment about the composition of a Board in relation to Option C, I agree it’s clear that PTI is essentially controlled by ICANN. However, the non-profit corporation’s By-Laws could easily provide that the majority of directors NOT be affiliated with ICANN. This would ensure independent operation in accordance with the Foundation’s Articles and ByLaws as long as the Foundation’s staff was not hired and fired by ICANN Org staff or the ICANN Board. Regarding Option A, it seems to me that some California legal advice on the best way to effectively preserve the necessary independence would be appropriate. It may be advisable for ICANN to set up a charitable trust and to name Trustees who again, constitute a voting majority which is independent of ICANN staff and Board. The Trustees would then have their own fiduciary duty to the Trust itself (which would encompass the ICANN mission but would not owe a fiduciary duty to ICANN the corporation.) In this regard, one piece of the analysis relating to Option A that is clearly missing is the fact that each of the ICANN Directors HAS A FIDUCIARY DUTY TO THE ICANN CORPORATION ITSELF. This fiduciary duty to the ICANN corporation can easily be in conflict with the goals and purpose of the grant-making. For example, for the ICANN Board, the fiscal condition of the corporation itself is paramount. If we put ICANN Directors in the position of having to review the actions of the grant-making organization while at the same time allowing the corporation itself to go “under”, we are asking too much. The only safe way to deal with this potential conflict is to assure total independence of grant-making and many of the public comments reflect this major concern. The above considerations are not terribly different from the governance issues faced by universities and the foundations that support their mission. Certainly Option C, a separate non-profit corporation with majority independent directors would be preferable from the standpoint of public awareness and accountability. If that mechanism is seen as too unwieldy, ICANN should, at a minimum, set up a Trust mechanism to hold the funds and appoint majority independent Trustees on the Board of Trustees. These Trustees should be responsible for hiring and firing qualified grant-making personnel and the Trust operations should be independent even if housed in the same building. Best practices would dictate against sharing personnel. And yes, the Trust would need its own operating budget. If the CCWG has already examined the Trust mechanism in the context of Option A, I apologize for bring this up. It’s just completely unrealistic to think that you can establish the required independence by setting up a department within ICANN where employees responsible for grant-making are hired and fired by ICANN staff and/or Board. Anne Anne E. Aikman-Scalese Of Counsel 520.629.4428 office 520.622.3088 fax AAikman(a)lrrc.com<mailto:AAikman@lrrc.com> _____________________________ [[]] Lewis Roca Rothgerber Christie LLP One South Church Avenue, Suite 700 Tucson, Arizona 85701-1611 lrrc.com<http://lrrc.com/> From: Marilyn Cade <marilynscade(a)hotmail.com> Sent: Friday, July 26, 2019 2:09 PM To: Elliot Noss <enoss(a)tucows.com>; Alan Greenberg <alan.greenberg(a)mcgill.ca> Cc: Vanda Scartezini <vanda(a)scartezini.org>; ccwg-auctionproceeds(a)icann.org; Aikman-Scalese, Anne <AAikman(a)lrrc.com> Subject: Re: [Ccwg-auctionproceeds] Judith Hellerstein's comments on the Auction Proceeds Draft [EXTERNAL] ________________________________ folks, we must avoid being about ourselves. We need fact based information that is not our own experience, which will always be influenced by our own experiences. I am not being critical. I am merely thinking of my mentoring professor who was trained by Sal Alenski. We all have opinions from experiences of our own. They are small and if we are independent thinkers, then we are required to think not about what we experienced, but what is "known" and documented. Let's not assume anything from our own experience. Count on facts. from others and then inform us. That was my message. We have been a bit too much opinion based in my view. Not everyone need agree with that. BUT, we had only a few advisory discussions with a young and ICANN selected expert, who then disappeared, and didn't have all the expertise we asked for in some of our questions. And we haven't even had that "expert" to query in many months. We are charged with being non biased; informed/ demanding factual information. Let's focus on whether we can deliver on that, at least on two options. And ask ourselves [and require ICANN to fund any needed independent, and totally unbiased views] quickly. ICANN has a lot of $$ tied up in their own "risk" in the event that they fall over, right? we even agreed to a contribution to that fund from the Auction Proceeds at a limited, and one time contribution. We don't want the mechanism we create to be vulnerable to more liability for ICANN, to Board or new /CEO/senior staff changes in perspective. This is external to ICANN's core mission, but needs to be consistent with ICANN's overall mission. I keep looking at attendance of all of us; I read all transcripts, when not able to attend. I read all the transcripts from the beginning before accepting he CSG membership role after meeting 17. Time to present two options. One and three. Facts are our friends. ________________________________ From: Elliot Noss <enoss(a)tucows.com<mailto:enoss@tucows.com>> Sent: Friday, July 26, 2019 3:33 PM To: Alan Greenberg <alan.greenberg(a)mcgill.ca<mailto:alan.greenberg@mcgill.ca> > Cc: Vanda Scartezini <vanda(a)scartezini.org<mailto:vanda@scartezini.org>>; Marilyn Cade <marilynscade(a)hotmail.com<mailto:marilynscade@hotmail.com> >; ccwg-auctionproceeds(a)icann.org<mailto:ccwg-auctionproceeds@icann.org> < ccwg-auctionproceeds(a)icann.org<mailto:ccwg-auctionproceeds@icann.org>>; Aikman-Scalese, Anne <AAikman(a)lrrc.com<mailto:AAikman@lrrc.com>> Subject: Re: [Ccwg-auctionproceeds] Judith Hellerstein's comments on the Auction Proceeds Draft Hi Alan, I think (but could be wrong) that Vanda was agreeing with you and showing Marilyn a working example of A. EN On Jul 26, 2019, at 12:55 PM, Alan Greenberg <alan.greenberg(a)mcgill.ca<mailto:alan.greenberg@mcgill.ca> > wrote: Vanda, if i correctly understood you, some of your projects were sent out to existing organizations for management but that is not what we are discussing here (that is closer to Mech D which we have discarded). We are talking about first having to build then run the external organization (foundation). Alan -- Sent from my mobile. Please excuse brevity and typos. On July 26, 2019 12:13:15 PM EDT, Vanda Scartezini <vanda(a)scartezini.org<mailto:vanda@scartezini.org>> wrote: Dear friends As Marilyn would like to hear some fact base, below just to share my own experience : I was responsible (besides other things) during my time in the government, for some grants ( the amount was not small, around 500 millions USD a year) to select relevant projects under the Information Technology Law under the Federal Secretariat as was the head of. We were public, could not contract anyone, and should be accountable to the federal Government, Treasure and IR ( since the money was from fiscal incentives from companies) the Public Ministry ( from Judiciary) and the Account Tribunal which controls the righteous expenditure of public organs. To deal with this challenge we form a Committee of volunteers , without paying any member. Processes to receive, analyze, select and specially control the disbursement of grants demands a lot of work , people without conflict and with a clear knowledge of the theme associated to the grant to allow a fair and constructive selection of the projects. The committee had a maximum of 5% of the total $$ to do this job. The money were for staff support, legal support, travels to visit the proposed groups for any project, general costs as meals etc. registered and published detailed to be accountable to all. How we have worked: We announced the openness of the slot of time to receive proposals � 3 months � and publish the requisitestes and documentation demanded as historical, previous grants etc as well general criteria we will use for selection under the Law. Took us 2 previous months to prepare the public call then we start our job while receiving all projects - we made a pre selection into 3 categories- excellent / good / poor and then analyze overall cost of excellent and good, call the excellent to f2 f interviews/ visited their facilities, if not known etc. and start to refine the selection, calling the good ones etc till the amount available. If there were not enough good projects to reach the overall amount for the year , the difference will be transferred to FINEP ( www.finep.gov.br<https://eur02.safelinks.protection.outlook.com/?url=http%3A%2F%2Fwww.finep.…>) a public Foundation, kind of Bank, to support R&D development and financing companies to improve their own R&D, as well as give grants to research centers or universities for smaller projects, still under the Law of Information Technology. Finep took about 30% of the amount to his own task. The most difficult part was to control the development of the project � committee members were assigned to follow up some projects with staff/legal support, a quarter report is demanded from the grantee, till the deliverables were done. Both alternatives were used at the time: send money to third part and just got the reports analyzed by the Committee, and an “inside” management with the committee and third part staff/ legal contracted personnel. My evaluation: Even less work sending money to the Foundation, the best results from projects ( hence better $$ expended) we got from the work of the committee. Vanda Scartezini Polo Consultores Associados Av. Paulista 1159, cj 1004 01311-200- Sao Paulo, SP, Brazil Land Line: +55 11 3266.6253 Mobile: + 55 11 98181.1464 Sorry for any typos. From: Ccwg-auctionproceeds < ccwg-auctionproceeds-bounces(a)icann.org<mailto:ccwg-auctionproceeds-bounces@icann.org>> on behalf of Alan Greenberg <alan.greenberg(a)mcgill.ca<mailto:alan.greenberg@mcgill.ca> > Date: Friday, July 26, 2019 at 12:07 To: Marilyn Cade <marilynscade(a)hotmail.com<mailto:marilynscade@hotmail.com> >, " ccwg-auctionproceeds(a)icann.org<mailto:ccwg-auctionproceeds@icann.org>" < ccwg-auctionproceeds(a)icann.org<mailto:ccwg-auctionproceeds@icann.org>> Cc: "Aikman-Scalese, Anne" <AAikman(a)lrrc.com<mailto:AAikman@lrrc.com>> Subject: Re: [Ccwg-auctionproceeds] Judith Hellerstein's comments on the Auction Proceeds Draft Marilyn, although I have preferences, I will not here debate the options or even how we are to decide, but I would like more clarity on how you see the Mechanism C foundation operating. The only example we have for a corporation being set up in addition to ICANN is PTI. In that case, the majority of the PTI Board is appointed by ICANN (the rest being appointed by the ICANN NomCom), so it is had to claim that there is any independence. I presume that your intent would be to have, at the least, a majority of Foundation Board members being appointed NOT by ICANN. What level of majority for non-ICANN Board members do you consider reasonable and how would you see them being selected? You talk here about the potential for ICANN chargebacks being excessive. PTI purchases (ie outsources) a variety of services from ICANN (accounting, payroll, building space, etc.) Would you foresee the Foundation doing the same or are you suggesting that this not be allowed (ie the Foundation must be truly a stand-alone body providing all of its own services, or outsourcing them to some non-ICANN entity(ies). You talk about ICANN's salaries being excessive. How would you enforce lower salary levels in the Foundation when it would likely be co-located with ICANN and Foundation employees being able to be hired by ICANN for significant pay increases? The gist of my questions are that indeed, ICANN may have high operating costs, but I am unsure how the Foundation remedies it. A foundation *may* allow us to address such issues, but without clear ground rules, an "independent" foundation affiliated with ICANN could well have all of the same issues as those you associate with Mechanism A. Alan At 26/07/2019 10:30 AM, Marilyn Cade wrote: my apologies for being off line for a couple of days as other priorities did take over my life. As I represent the CSG, which is 3 constituencies, I will restate that we have strong concerns about Mechanism A as we do not understand how to ensure complete independence, which is of critical importance. I can't say that have been able to fully consult recently with the other participants from the CSG, but the general direction has not changed. We supported Mechanism C, and our preference has not changed. Accepting that there needs to be two options, Mechanism A and Mechanism C presented to the community -- still we strongly require that there be more fact based, and not just opinions from each of us as participants, presented. Thus, while any of us may have experience or preference, the CSG prefers to see fact based and even external reports. We do not support relying on member or participant, or internal ICANN staff analysis on certain areas, as for Mechanism A, given the landfall of chargeback costs, there could be unrecognized preferences. Thus we want to see independent analysis of the key questions. and while we welcome ICANN legal and financial analysis, it is not sufficient. Further ICANN staff are not experts in grant making, grant management and while they can "count heads" and analyze certain functions such as completing the tax returns, the 990, etc., maintaining separate bank accounts, as they have done with the Auction Funds proceeds as an interim management function, this does not morph into a sophisticated grant management entity. Mechanism A: This in not the CSG preferred option. We have described our concern that there are issues about an in-house entity, with many issues related to how to be independent., lack of skills, hiring and firing of staff, increased liability to ICANN Org, overall, etc. etc It is not accurate to state that because ICANN can set up separate bank accounts and maintain independence of such, that they are experienced in operating a truly independent grant making program. AND in operating such. An internal unit will have higher costs than are being acknowledged. On'e can't work part time on policy development or at GDD or GEE and then, presto, magic, morph over to spend 4 hours per day on a grant making program, at a lower costs, or at the same, higher cost of ICANN but without any clear distinction for tax reporting purposes. ICANN pays much higher salareies/benefits than is usual in a grant making entity and has also exit costs for staff who are part of ICANN and then are "made surplus", etc. And, not it isn't sufficient to cite California laws as if an employee is based in Europe, they gain additional benefits, like announcing they want to take a sabbatical to attend an educational program, and they simply are then still able to return to ICANN with a guarantee of job, as we have expeienced in the past. ICANN pays at far above usual rates for a not for profit organization, instead benchmarking against high tech companies -- this has been noted and objected to in the Budget Comments from the community, but is relevant here only as any "internal" process brings on exceptionally higher costs than is usual in a grant making/grant oversight/management process established in an external organization. I heard statements like: these staff can apply for ICANN jobs in the future, rather than being terminated. Let's be clear: grant making is a different skill set and we need to recognize that. In addition, the internal mechanism assumes that ICANN bills the "fund" at their usual really [well, I hesitate to use the word bloated, but certainly "high cost"] for any services they provide, and any services they provide are on top of what is supposed to be a full time job [according to the ICANN budget], which means retention of contractors, external resources, or additions of staff]. All at ICANN usual "costs". Again, higher than is usual for grant making organizations. The independence of any "internal body" is highly questionable. Stating that the ICANN Board has fiduciary responsibility, etc. is factual, but does not mean day to day oversight. And in fact, should be recognized as prohibited by the need for an independent disbursement mechanism. In fact, in the view of some, including the CSG and others in the public comment process, creating a mechanism with accountability, and independence from influence from Board and staff and even community, with focus on the established criteria led to members of the community to support Mechanism C over the recommendation of Mechanism A and B. Mechanism C remains our preferred option to present but we understand that it is possibly useful to present Mechanism A and C -- both -- as there is not agreement to a single mechanism at this point, among those who are active representatives and participants in this work effort. And it is important for us all to understand that this has been a prolonged and intensive effort. And we are close to the end -- presenting, we hope -- two options, with more detailed analysis and remaining questions, and then posting for our final public comment process. Frankly, as for me, there are continued questions about the influence of the staff and even the Board from time to time on this process and whether it is appropriate to have "preferences" expressed, which occasionally I have feared that I tetected -- e.g. the Board prefers ... etc. or senior staff think... etc. I believe strongly, and advocated from when I became the CSG rep that it is essential to have a very stringent approach to fact based decision making, essential for a public service, not for profit corporation, incorporated under California law. And an independent process that does not bring into ICANN a short term process, that is clearly not part of the core mission of ICXANN -- e.g grants management of a short term/but multi million$ fund, but one that is not part of why we created ICANN. Creating a separate Foundation, with a separate independent Board, with perhaps two ex officio non voting members that are from the ICANN Board, and a community advisory group I understand that some prefer to have the function inside ICANN. That is not supported by others in the members and participants, so a compromise is submitting Mechanism A and C, but then actually doing more due diligence as needed about each. Statements that a separate foundation is more expensive or longer than an internal mechanism are speculative right now, but can be addressed by factual analysis. However, I do not agree that ICANN staff have expertise in analyzing the attributes of staff or process to manage grant solutions/review/management. ð�� Yes, they can set up separate bae bank accounts, and do other forms of administrative reporting, and of course, would have to be paid for at the usual ICANN [which is quite generous} fee basis. BUT, the background, experience, and skills to do grant solicitation,award/evalation is different. Recently an experienced colleague in grants management told me he managed a $80M grant which was dispersed in a 9 month announcement, award selection, then performance of 1 year period, with a second year management/evulation process, and described the overhead and reports. Another colleague told me about a $190M grant process -- again, dispursement/oversight/evaluation within a 3 year period. These are not trivial tasks, and the overhead is what some might think is high, but is based on what kind of evaluation is required, and whether it is a grant to do something, or a grant to effect a major change. One might be light assessment- a) hold a meeting with 50 people/address training in DNSSEC, 40 of those invited attended/ 35 received the credentials, etc. etc. versus: establish a multi year, multi country training program in capacity building in DNS issues and successfully bring in 200 attendees per year, with XX changes in skills at national level. Evaluate changes in expertise. Mechanism B had some attraction but there was not enough work on the criteria bout how to select the "partner" with experience/expertise in operating a grant making program. Thus, I hope that the CCWG-AP sending forward Mechanism A and Mechanism C -- with the clear understanding that the CSG has many concerns with Mechanism A, and prefers Mechanism C. And we will encourage informed comments during the public comment process. It is important to be clear about what the public comment process is about. I spent over an hour clarifying to Fellows and NextGen, who were encouraged by ICANN staff to express their "preference" on how to influence what is funded. This is a misunderstanding and probably on many parts. That is NOT the purpose of the CCWG-AP, and probably a misunderstanding by staff when they encouraged attending the CCWG-AP session but it is important to understand that this public comment includes a clear understandable statement that this is not a slush fund; it is not up to the ICANN Board to direct; it must be independently managed and not put ICANN's integrity, or tax status, or anti trust status at risk by any even suspicion. Boards change, so do Senior staff/executives. The community needs to have a good understanding of our responsibilities, but also our limitation, given the focused purpose of the Auction Proceeds. Marilyn Cade CSG member in the CCWG-AP From: Ccwg-auctionproceeds < ccwg-auctionproceeds-bounces(a)icann.org<mailto:ccwg-auctionproceeds-bounces@icann.org>> on behalf of Judith Hellerstein <judith(a)jhellerstein.com<mailto:judith@jhellerstein.com> > Sent: Thursday, July 25, 2019 11:25 PM To: Elliot Noss <enoss(a)tucows.com<mailto:enoss@tucows.com>> Cc: ccwg-auctionproceeds(a)icann.org<mailto:ccwg-auctionproceeds@icann.org> < ccwg-auctionproceeds(a)icann.org<mailto:ccwg-auctionproceeds@icann.org>> Subject: Re: [Ccwg-auctionproceeds] Judith Hellerstein's comments on the Auction Proceeds Draft Hi Elliot Mechanism A is an internal icann department hired to do the evaluation and choosing of grants As such icann staff will be reviewing all grant applications and choosing the winners. This is why I said, to me it is clear, that this mechanism has the least independence and in my mind does not meet the requirements set up by the board. If icann outsourced the reviewing and selection of the grantees it us not clear to me what the difference of the mechanisms us to me. With mechanism b, this choice of reviewing and selecting the grant winners will be done by the donor advisory fund. This is and independent group where icann has no ability to influence Mechanism C is an icann foundation. Again an independent group reviews and select the grantees Hope this answers your questions Best Judith Sent from my iPhone Judith(a)jhellerstein.com<mailto:Judith@jhellerstein.com> Skype ID:Judithhellerstein On Jul 25, 2019, at 7:51 AM, Elliot Noss <enoss(a)tucows.com<mailto:enoss@tucows.com>> wrote: Hi Judith, You say " It seems clear to me that Mechanism A would not meet the independent requirements set up by the ICANN Boardâ��. This is not clear to me. Pleasse explain. Thanks. EN On Jul 24, 2019, at 11:02 PM, Judith Hellerstein <judith(a)jhellerstein.com<mailto:judith@jhellerstein.com> > wrote: As per Emily's request, I am forwarding my comments to the entire list. I had previously sent them just to Staff and the Co-Chairs Best, Judith _________________________________________________________________________ Judith Hellerstein, Founder & CEO Hellerstein & Associates 3001 Veazey Terrace NW, Washington DC 20008 Phone: (202) 362-5139 Skype ID: judithhellerstein Mobile/Whats app: +1202-333-6517 E-mail: Judith(a)jhellerstein.com<mailto:Judith@jhellerstein.com> Website: www.jhellerstein.com<https://eur02.safelinks.protection.outlook.com/?url=http%3A%2F%2Fwww.jhelle…> Linked In: www.linkedin.com/in/jhellerstein/<https://eur02.safelinks.protection.outlook.com/?url=http%3A%2F%2Fwww.linked…> Opening Telecom & Technology Opportunities Worldwide -------- Forwarded Message -------- Subject: Re: [Ext] My comments on the Auction Proceeds Draft Date: Wed, 24 Jul 2019 18:53:06 +0000 From: Emily Barabas <emily.barabas(a)icann.org><mailto:emily.barabas@icann.org> To: judith(a)jhellerstein.com<mailto:judith@jhellerstein.com> <judith(a)jhellerstein.com><mailto:judith@jhellerstein.com>, Marika Konings <marika.konings(a)icann.org><mailto:marika.konings@icann.org>, erika(a)erikamann.com<mailto:erika@erikamann.com> <erika(a)erikamann.com><mailto:erika@erikamann.com>, Joke Braeken <joke.braeken(a)icann.org><mailto:joke.braeken@icann.org> , ching.chiao(a)gmail.com<mailto:ching.chiao@gmail.com> <ching.chiao(a)gmail.com><mailto:ching.chiao@gmail.com> Hi Judith, Would you mind sending your feedback to the CCWG mailing list, or if you would like staff can do so on your behalf? Just let us know which you prefer. Kind regards, Emily ï»¿On 24/07/2019, 20:45, "Judith Hellerstein" <judith(a)jhellerstein.com><mailto:judith@jhellerstein.com> wrote: HI Marika and Emily, I am attaching my comments on the auction proceeds draft document. It seems clear to me that Mechanism A would not meet the independent requirements set up by the ICANN Board but do not see this referenced in the report. Perhaps I am misunderstanding some things. I have also added comments about Mechanism B and C as well as other issues Earlier today, I have also added comments to the google doc you posted today on the list serv Thanks for extending the deadline to Friday. Look forward to the call on Wednesday Best, Judith -- _________________________________________________________________________ Judith Hellerstein, Founder & CEO Hellerstein & Associates 3001 Veazey Terrace NW, Washington DC 20008 Phone: (202) 362-5139 Skype ID: judithhellerstein Mobile/Whats app: +1202-333-6517 E-mail: Judith(a)jhellerstein.com<mailto:Judith@jhellerstein.com> Website: www.jhellerstein.com<https://eur02.safelinks.protection.outlook.com/?url=http%3A%2F%2Fwww.jhelle…> Linked In: www.linkedin.com/in/jhellerstein/<https://eur02.safelinks.protection.outlook.com/?url=http%3A%2F%2Fwww.linked…> Opening Telecom & Technology Opportunities Worldwide <new gTLD AP CCWG Draft Final Report - updated 28 June 2019-JH Rev.docx>_______________________________________________ Ccwg-auctionproceeds mailing list Ccwg-auctionproceeds(a)icann.org<mailto:Ccwg-auctionproceeds@icann.org> https://mm.icann.org/mailman/listinfo/ccwg-auctionproceeds _______________________________________________ By submitting your personal data, you consent to the processing of your personal data for purposes of subscribing to this mailing list accordance with the ICANN Privacy Policy ( https://www.icann.org/privacy/policy) and the website Terms of Service ( https://www.icann.org/privacy/tos<https://eur02.safelinks.protection.outlook.com/?url=https%3A%2F%2Fwww.icann…>). You can visit the Mailman link above to change your membership status or configuration, including unsubscribing, setting digest-style delivery or disabling delivery altogether (e.g., for a vacation), and so on. _______________________________________________ Ccwg-auctionproceeds mailing list Ccwg-auctionproceeds(a)icann.org<mailto:Ccwg-auctionproceeds@icann.org> https://mm.icann.org/mailman/listinfo/ccwg-auctionproceeds _______________________________________________ By submitting your personal data, you consent to the processing of your personal data for purposes of subscribing to this mailing list accordance with the ICANN Privacy Policy ( https://www.icann.org/privacy/policy) and the website Terms of Service ( https://www.icann.org/privacy/tos) You can visit the Mailman link above to change your membership status or configuration, including unsubscribing, setting digest-style delivery or disabling delivery altogether (e.g., for a vacation), and so on. _______________________________________________ Ccwg-auctionproceeds mailing list Ccwg-auctionproceeds(a)icann.org<mailto:Ccwg-auctionproceeds@icann.org> https://mm.icann.org/mailman/listinfo/ccwg-auctionproceeds _______________________________________________ By submitting your personal data, you consent to the processing of your personal data for purposes of subscribing to this mailing list accordance with the ICANN Privacy Policy ( https://www.icann.org/privacy/policy<https://eur02.safelinks.protection.outlook.com/?url=https%3A%2F%2Fwww.icann…>) and the website Terms of Service ( https://www.icann.org/privacy/tos<https://eur02.safelinks.protection.outlook.com/?url=https%3A%2F%2Fwww.icann…>). 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Proposed Agenda - Auction Proceeds CCWG - 31 July 2019 at 14:00 UTC
by Emily Barabas July 29, 2019

July 29, 2019

Dear all, Please find below the proposed agenda for CCWG call on 31 July 2019 at 14:00 UTC for 120 minutes: 1. Welcome/Agenda Review/SOI Updates 2. Next Steps Regarding Selection of Recommended Mechanism(s) 3. Proposal – Role of the Community (see attached updated draft Final Report – pages 21-22) 4. Discussion of Individual Appeal Mechanism (see attached memo from ICANN Legal) 5. AOB The attached version of the draft Final Report includes the comments submitted by members over the mailing list. Where suggested edits are relatively straightforward, staff has suggested updates in redline on the attached. Items that may require further input or discussion are inserted as comments. Comments from members are in highlighted in blue. You will also find comments from ICANN Org, which are highlighted in purple. Given the large volume of substantive, in-depth comments received on the mechanisms, this type of input is not included as comments in the document. It has instead been organized in a spreadsheet to make the text easier to read and navigate. Please see the attached excel file. Kind regards, Emily Emily Barabas | Policy Manager ICANN | Internet Corporation for Assigned Names and Numbers Email: emily.barabas(a)icann.org | Phone: +31 (0)6 84507976

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At-Large contribution to the discussion about the mechanism
by Maureen Hilyard July 28, 2019

July 28, 2019

*Statement to the CCWG Auction Proceeds from At-Large* Because we could not agree on a mechanism, most of the At-Large Auction Proceeds team agrees to the following criteria which we believe that whatever mechanism is chosen should adhere to: 1. As stated by the Board, the evaluation of applications and selection of the annual slate of grant recipients is to be made by an independent panel 2. The mechanism must ensure that decisions related to the evaluation of applications should be independent of ICANN Org. 3. The mechanism could consist of its own administrative and financial staff, a small board of governors, a group of researchers to prepare recommendations on the applicants and their projects, and an independent panel who would evaluate the annual slate of grant recipients. 3. The independent panel should comprise of community advisors * who have been selected by the SO-ACs relevant to the Auction Proceeds project * who have had grant-making or grant-giving experience * who can commit the time required to meet in order to complete this work during the year * who must recuse themselves from any decisions on a project that they may be connected with in any way (same country?) 4. The mechanism should be able to sustain an office space and paid staff whose role will cover day-to-day administrative and financial tasks and include: * research into and make recommendations regarding project applications; * coordination for travel arrangements required of the volunteers on the independent panel * carry out the disbursement of the funds following any relevant US Laws * carry out on-going evaluations of projects during their agreed-to timeframes 5 There needs to be clarification about the definitions and roles of the community stakeholder group and of the independent panel, and who may expect to be paid within the mechanism. 6. Subject to legal constraints on dealing with specific countries, the mechanism must make grants to entities satisfying applicable criteria from all locations world-wide.

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Re: [Ccwg-auctionproceeds] New Deadline - 26 July 2019 - input on updated draft Final Report and outstanding questions
by Alan Greenberg July 27, 2019

July 27, 2019

How autonomous an affiliate organization is (that is the correct term in lieu of "subsidiary") is wholly dependant on its Bylaws and Board composition. In the case of PTI/IANA, the Board has five member, three of who are appointed by ICANN. That gives ICANN full control unless a vote needs a supermajority (rare if ever). Alan At 25/07/2019 12:26 PM, Maureen Hilyard wrote: >John > >The point is that ICANN can create a structure/department that can act >autonomously > >On Thu, Jul 25, 2019 at 5:58 AM John Levine <johnl(a)taugh.com> wrote: > > > > PTI's structure and functions have no > relationship to the ccwg's. I do not understand why people keep bringing it up. > > > > PTI does administrative activities under > contract to icann and others. It does nothing > even a little bit like giving out grants. > > > > > > > > Autocorrectly, > > John > > > > > > -------- Original message -------- > > From: Maureen Hilyard <maureen.hilyard(a)gmail.com> > > Date: 7/25/19 08:46 (GMT-08:00) > > To: marienoemie.marques(a)orange.com > > Cc: Alan Greenberg > <alan.greenberg(a)mcgill.ca>, John Levine > <johnl(a)taugh.com>, CCWG Auction Proceeds <ccwg-auctionproceeds(a)icann.org> > > Subject: Re: [Ccwg-auctionproceeds] New > Deadline - 26 July 2019 - input on updated > draft Final Report and outstanding questions > > > > Thank you for reminding us of this > connection which we raised as an option to > consider very early in our discussions but was ignored. > > > > On Thu, 25 Jul 2019, 5:40 AM , <marienoemie.marques(a)orange.com> wrote: > >> > >> Would it be helpful, just for information, to note that : > >> "Public Technical Identifiers (PTI) was > incorporated in August 2016 as an affiliate of > ICANN, and, through contracts and subcontracts > with ICANN, began performing the IANA functions > on behalf of ICANN in October 2016." > >> > >> -----Message d'origine----- > >> De : Ccwg-auctionproceeds > [mailto:ccwg-auctionproceeds-bounces@icann.org] De la part de Alan Greenberg > >> EnvoyÃ© : jeudi 25 juillet 2019 17:36 > >> Ã€ : John Levine > >> Cc : CCWG Auction Proceeds > >> Objet : Re: [Ccwg-auctionproceeds] New > Deadline - 26 July 2019 - input on updated > draft Final Report and outstanding questions > >> > >> B was not an ICANN Subsidiary but some other existing entity that we > >> could team up with so that we did not have to re-invent services that > >> we could outsource. That being said, I am happy to eliminate it! > >> Mechanism A always has the option of outsourcing some of the functions. > >> > >> BTW, under the California law that we operate under, a Public > >> Interest Corp cannot have a "subsidiary", but that is just a > >> nomenclature issue. > >> > >> Alan > >> > >> At 25/07/2019 01:35 AM, John Levine wrote: > >> >>Mechanism B: I presume the phrase "established at a public charity" > >> >>should be "established as a public > >> >>charity". I do not understand why the issue of tax benefits is > >> >>being raised as in our case all of the > >> >>money is coming form ICANN which does not pay any taxes. So it > >> >>SOUNDS like a benefit but is in fact > >> >>meaningless in our case. > >> >>It should be made clear that at this point, it is not clear what > >> >>parts would be outsourced and what > >> >>will be kept within ICANN (except the application evaluation which > >> >>must be outsourced). > >> > > >> >I believe that this is supposed to say that ICANN establishes a > >> >captive foundation as a subsidiary. > >> > > >> >Having done exactly that at ISOC, I can say that for the CCWG's > >> >purposes, giving away a one-time pile of money, this mechanism is > >> >inferior in every way to mechanism A. It costs more, takes longer, > >> >has a lot more bureaucratic overhead, and can do no more or no less > >> >than mechanism A. As Alan notes, it has no tax benefits. It is a > >> >waste of everyone's time to pursue it further. > >> > > >> >If anyone has a concrete reason why they believe this would be a > >> >good idea, and is reasonably familiar with US non-profit tax law so > >> >they understand what's involved, I would like to hear about it. > >> > > >> >R's, > >> >John > >> > > >> >PS: ISOC's situation is quite different and it makes sense for us. > >> >If anyone wants details write me privately. > >> > >> _______________________________________________ > >> Ccwg-auctionproceeds mailing list > >> Ccwg-auctionproceeds(a)icann.org > >> https://mm.icann.org/mailman/listinfo/ccwg-auctionproceeds > >> _______________________________________________ > >> By submitting your personal data, you > consent to the processing of your personal data > for purposes of subscribing to this mailing > list accordance with the ICANN Privacy Policy > (https://www.icann.org/privacy/policy) and the > website Terms of Service > (https://www.icann.org/privacy/tos) You can > visit the Mailman link above to change your > membership status or configuration, including > unsubscribing, setting digest-style delivery or > disabling delivery altogether (e.g., for a vacation), and so on. > >> > >> > _________________________________________________________________________________________________________________________ > >> > >> Ce message et ses pieces jointes peuvent > contenir des informations confidentielles ou privilegiees et ne doivent donc > >> pas etre diffuses, exploites ou copies sans > autorisation. Si vous avez recu ce message par erreur, veuillez le signaler > >> a l'expediteur et le detruire ainsi que les > pieces jointes. Les messages electroniques etant susceptibles d'alteration, > >> Orange decline toute responsabilite si ce > message a ete altere, deforme ou falsifie. Merci. > >> > >> This message and its attachments may contain > confidential or privileged information that may be protected by law; > >> they should not be distributed, used or copied without authorisation. > >> If you have received this email in error, > please notify the sender and delete this message and its attachments. > >> As emails may be altered, Orange is not > liable for messages that have been modified, changed or falsified. > >> Thank you. > >> > >> _______________________________________________ > >> Ccwg-auctionproceeds mailing list > >> Ccwg-auctionproceeds(a)icann.org > >> https://mm.icann.org/mailman/listinfo/ccwg-auctionproceeds > >> _______________________________________________ > >> By submitting your personal data, you > consent to the processing of your personal data > for purposes of subscribing to this mailing > list accordance with the ICANN Privacy Policy > (https://www.icann.org/privacy/policy) and the > website Terms of Service > (https://www.icann.org/privacy/tos) You can > visit the Mailman link above to change your > membership status or configuration, including > unsubscribing, setting digest-style delivery or > disabling delivery altogether (e.g., for a vacation), and so on.

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Re: [Ccwg-auctionproceeds] Judith Hellerstein's comments on the Auction Proceeds Draft
by Marilyn Cade July 27, 2019

July 27, 2019

John, I am not going to critique anything about ISOC creating a foundation. why, wherefore, or amounts, or where the funding source comes from. but, my point is we cannot use a single personal experience in the establishment of a foundation as the role model for ICANN. Such a recent situation and one that is individual to a particular entity in the technical community does not necessarily present a role model for others, but is a laudable response to a funding opportunity that benefitted ISOC< and where ISOC is creating a foundation to support its core mission. BRAND new. Not a role model. Laudable for ISOC. Excellent! Legal status of "parent" organization: different from ICANN. Responsibility of "parent" organization -- VERY different. Incorporation of organization -- Different ________________________________ From: John Levine <johnl(a)iecc.com> Sent: Friday, July 26, 2019 10:31 PM To: Marilyn Cade <marilynscade(a)hotmail.com> Cc: ccwg-auctionproceeds(a)icann.org <ccwg-auctionproceeds(a)icann.org> Subject: Re: [Ccwg-auctionproceeds] Judith Hellerstein's comments on the Auction Proceeds Draft > Let's not assume anything from our own experience. Count on facts. Sorry, but no. What we did while setting up the ISOC foundation is a fact. If you don't believe me, there's not much I can do about that. Once again, I totally concur with your concerns about the process and possible influence by ICANN staff, but assuptions that creating extra levels of bueracracy in a short term foundation are just that, assumptions. R's, John

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Re: [Ccwg-auctionproceeds] Judith Hellerstein's comments on the Auction Proceeds Draft
by Alan Greenberg July 27, 2019

July 27, 2019

Marilyn, although I have preferences, I will not here debate the options or even how we are to decide, but I would like more clarity on how you see the Mechanism C foundation operating. The only example we have for a corporation being set up in addition to ICANN is PTI. In that case, the majority of the PTI Board is appointed by ICANN (the rest being appointed by the ICANN NomCom), so it is had to claim that there is any independence. I presume that your intent would be to have, at the least, a majority of Foundation Board members being appointed NOT by ICANN. What level of majority for non-ICANN Board members do you consider reasonable and how would you see them being selected? You talk here about the potential for ICANN chargebacks being excessive. PTI purchases (ie outsources) a variety of services from ICANN (accounting, payroll, building space, etc.) Would you foresee the Foundation doing the same or are you suggesting that this not be allowed (ie the Foundation must be truly a stand-alone body providing all of its own services, or outsourcing them to some non-ICANN entity(ies). You talk about ICANN's salaries being excessive. How would you enforce lower salary levels in the Foundation when it would likely be co-located with ICANN and Foundation employees being able to be hired by ICANN for significant pay increases? The gist of my questions are that indeed, ICANN may have high operating costs, but I am unsure how the Foundation remedies it. A foundation *may* allow us to address such issues, but without clear ground rules, an "independent" foundation affiliated with ICANN could well have all of the same issues as those you associate with Mechanism A. Alan At 26/07/2019 10:30 AM, Marilyn Cade wrote: my apologies for being off line for a couple of days as other priorities did take over my life. As I represent the CSG, which is 3 constituencies, I will restate that we have strong concerns about Mechanism A as we do not understand how to ensure complete independence, which is of critical importance. I can't say that have been able to fully consult recently with the other participants from the CSG, but the general direction has not changed. We supported Mechanism C, and our preference has not changed. Accepting that there needs to be two options, Mechanism A and Mechanism C presented to the community -- still we strongly require that there be more fact based, and not just opinions from each of us as participants, presented. Thus, while any of us may have experience or preference, the CSG prefers to see fact based and even external reports. We do not support relying on member or participant, or internal ICANN staff analysis on certain areas, as for Mechanism A, given the landfall of chargeback costs, there could be unrecognized preferences. Thus we want to see independent analysis of the key questions. and while we welcome ICANN legal and financial analysis, it is not sufficient. Further ICANN staff are not experts in grant making, grant management and while they can "count heads" and analyze certain functions such as completing the tax returns, the 990, etc., maintaining separate bank accounts, as they have done with the Auction Funds proceeds as an interim management function, this does not morph into a sophisticated grant management entity. Mechanism A: This in not the CSG preferred option. We have described our concern that there are issues about an in-house entity, with many issues related to how to be independent., lack of skills, hiring and firing of staff, increased liability to ICANN Org, overall, etc. etc It is not accurate to state that because ICANN can set up separate bank accounts and maintain independence of such, that they are experienced in operating a truly independent grant making program. AND in operating such. An internal unit will have higher costs than are being acknowledged. On'e can't work part time on policy development or at GDD or GEE and then, presto, magic, morph over to spend 4 hours per day on a grant making program, at a lower costs, or at the same, higher cost of ICANN but without any clear distinction for tax reporting purposes. ICANN pays much higher salareies/benefits than is usual in a grant making entity and has also exit costs for staff who are part of ICANN and then are "made surplus", etc. And, not it isn't sufficient to cite California laws as if an employee is based in Europe, they gain additional benefits, like announcing they want to take a sabbatical to attend an educational program, and they simply are then still able to return to ICANN with a guarantee of job, as we have expeienced in the past. ICANN pays at far above usual rates for a not for profit organization, instead benchmarking against high tech companies -- this has been noted and objected to in the Budget Comments from the community, but is relevant here only as any "internal" process brings on exceptionally higher costs than is usual in a grant making/grant oversight/management process established in an external organization. I heard statements like: these staff can apply for ICANN jobs in the future, rather than being terminated. Let's be clear: grant making is a different skill set and we need to recognize that. In addition, the internal mechanism assumes that ICANN bills the "fund" at their usual really [well, I hesitate to use the word bloated, but certainly "high cost"] for any services they provide, and any services they provide are on top of what is supposed to be a full time job [according to the ICANN budget], which means retention of contractors, external resources, or additions of staff]. All at ICANN usual "costs". Again, higher than is usual for grant making organizations. The independence of any "internal body" is highly questionable. Stating that the ICANN Board has fiduciary responsibility, etc. is factual, but does not mean day to day oversight. And in fact, should be recognized as prohibited by the need for an independent disbursement mechanism. In fact, in the view of some, including the CSG and others in the public comment process, creating a mechanism with accountability, and independence from influence from Board and staff and even community, with focus on the established criteria led to members of the community to support Mechanism C over the recommendation of Mechanism A and B. Mechanism C remains our preferred option to present but we understand that it is possibly useful to present Mechanism A and C -- both -- as there is not agreement to a single mechanism at this point, among those who are active representatives and participants in this work effort. And it is important for us all to understand that this has been a prolonged and intensive effort. And we are close to the end -- presenting, we hope -- two options, with more detailed analysis and remaining questions, and then posting for our final public comment process. Frankly, as for me, there are continued questions about the influence of the staff and even the Board from time to time on this process and whether it is appropriate to have "preferences" expressed, which occasionally I have feared that I tetected -- e.g. the Board prefers ... etc. or senior staff think... etc. I believe strongly, and advocated from when I became the CSG rep that it is essential to have a very stringent approach to fact based decision making, essential for a public service, not for profit corporation, incorporated under California law. And an independent process that does not bring into ICANN a short term process, that is clearly not part of the core mission of ICXANN -- e.g grants management of a short term/but multi million$ fund, but one that is not part of why we created ICANN. Creating a separate Foundation, with a separate independent Board, with perhaps two ex officio non voting members that are from the ICANN Board, and a community advisory group I understand that some prefer to have the function inside ICANN. That is not supported by others in the members and participants, so a compromise is submitting Mechanism A and C, but then actually doing more due diligence as needed about each. Statements that a separate foundation is more expensive or longer than an internal mechanism are speculative right now, but can be addressed by factual analysis. However, I do not agree that ICANN staff have expertise in analyzing the attributes of staff or process to manage grant solutions/review/management. 🙂 Yes, they can set up separate bank accounts, and do other forms of administrative reporting, and of course, would have to be paid for at the usual ICANN [which is quite generous} fee basis. BUT, the background, experience, and skills to do grant solicitation,award/evalation is different. Recently an experienced colleague in grants management told me he managed a $80M grant which was dispersed in a 9 month announcement, award selection, then performance of 1 year period, with a second year management/evulation process, and described the overhead and reports. Another colleague told me about a $190M grant process -- again, dispursement/oversight/evaluation within a 3 year period. These are not trivial tasks, and the overhead is what some might think is high, but is based on what kind of evaluation is required, and whether it is a grant to do something, or a grant to effect a major change. One might be light assessment- a) hold a meeting with 50 people/address training in DNSSEC, 40 of those invited attended/ 35 received the credentials, etc. etc. versus: establish a multi year, multi country training program in capacity building in DNS issues and successfully bring in 200 attendees per year, with XX changes in skills at national level. Evaluate changes in expertise. Mechanism B had some attraction but there was not enough work on the criteria bout how to select the "partner" with experience/expertise in operating a grant making program. Thus, I hope that the CCWG-AP sending forward Mechanism A and Mechanism C -- with the clear understanding that the CSG has many concerns with Mechanism A, and prefers Mechanism C. And we will encourage informed comments during the public comment process. It is important to be clear about what the public comment process is about. I spent over an hour clarifying to Fellows and NextGen, who were encouraged by ICANN staff to express their "preference" on how to influence what is funded. This is a misunderstanding and probably on many parts. That is NOT the purpose of the CCWG-AP, and probably a misunderstanding by staff when they encouraged attending the CCWG-AP session but it is important to understand that this public comment includes a clear understandable statement that this is not a slush fund; it is not up to the ICANN Board to direct; it must be independently managed and not put ICANN's integrity, or tax status, or anti trust status at risk by any even suspicion. Boards change, so do Senior staff/executives. The community needs to have a good understanding of our responsibilities, but also our limitation, given the focused purpose of the Auction Proceeds. Marilyn Cade CSG member in the CCWG-AP ________________________________ From: Ccwg-auctionproceeds <ccwg-auctionproceeds-bounces(a)icann.org> on behalf of Judith Hellerstein <judith(a)jhellerstein.com> Sent: Thursday, July 25, 2019 11:25 PM To: Elliot Noss <enoss(a)tucows.com> Cc: ccwg-auctionproceeds(a)icann.org <ccwg-auctionproceeds(a)icann.org> Subject: Re: [Ccwg-auctionproceeds] Judith Hellerstein's comments on the Auction Proceeds Draft Hi Elliot Mechanism A is an internal icann department hired to do the evaluation and choosing of grants As such icann staff will be reviewing all grant applications and choosing the winners. This is why I said, to me it is clear, that this mechanism has the least independence and in my mind does not meet the requirements set up by the board. If icann outsourced the reviewing and selection of the grantees it us not clear to me what the difference of the mechanisms us to me. With mechanism b, this choice of reviewing and selecting the grant winners will be done by the donor advisory fund. This is and independent group where icann has no ability to influence Mechanism C is an icann foundation. Again an independent group reviews and select the grantees Hope this answers your questions Best Judith Sent from my iPhone Judith(a)jhellerstein.com<mailto:Judith@jhellerstein.com> Skype ID:Judithhellerstein On Jul 25, 2019, at 7:51 AM, Elliot Noss <enoss(a)tucows.com<mailto:enoss@tucows.com>> wrote: Hi Judith, You say " It seems clear to me that Mechanism A would not meet the independent requirements set up by the ICANN Board”. This is not clear to me. Please explain. Thanks. EN On Jul 24, 2019, at 11:02 PM, Judith Hellerstein <judith(a)jhellerstein.com<mailto:judith@jhellerstein.com> > wrote: As per Emily's request, I am forwarding my comments to the entire list. I had previously sent them just to Staff and the Co-Chairs Best, Judith _________________________________________________________________________ Judith Hellerstein, Founder & CEO Hellerstein & Associates 3001 Veazey Terrace NW, Washington DC 20008 Phone: (202) 362-5139 Skype ID: judithhellerstein Mobile/Whats app: +1202-333-6517 E-mail: Judith(a)jhellerstein.com<mailto:Judith@jhellerstein.com> Website: www.jhellerstein.com<https://nam01.safelinks.protection.outlook.com/?url=http%3A%2F%2Fwww.jhelle…> Linked In: www.linkedin.com/in/jhellerstein/<https://nam01.safelinks.protection.outlook.com/?url=http%3A%2F%2Fwww.linked…> Opening Telecom & Technology Opportunities Worldwide -------- Forwarded Message -------- Subject: Re: [Ext] My comments on the Auction Proceeds Draft Date: Wed, 24 Jul 2019 18:53:06 +0000 From: Emily Barabas <emily.barabas(a)icann.org><mailto:emily.barabas@icann.org> To: judith(a)jhellerstein.com<mailto:judith@jhellerstein.com> <judith(a)jhellerstein.com><mailto:judith@jhellerstein.com>, Marika Konings <marika.konings(a)icann.org><mailto:marika.konings@icann.org>, erika(a)erikamann.com<mailto:erika@erikamann.com> <erika(a)erikamann.com><mailto:erika@erikamann.com>, Joke Braeken <joke.braeken(a)icann.org><mailto:joke.braeken@icann.org> , ching.chiao(a)gmail.com<mailto:ching.chiao@gmail.com> <ching.chiao(a)gmail.com><mailto:ching.chiao@gmail.com> Hi Judith, Would you mind sending your feedback to the CCWG mailing list, or if you would like staff can do so on your behalf? Just let us know which you prefer. Kind regards, Emily On 24/07/2019, 20:45, "Judith Hellerstein" <judith(a)jhellerstein.com><mailto:judith@jhellerstein.com> wrote: HI Marika and Emily, I am attaching my comments on the auction proceeds draft document. It seems clear to me that Mechanism A would not meet the independent requirements set up by the ICANN Board but do not see this referenced in the report. Perhaps I am misunderstanding some things. I have also added comments about Mechanism B and C as well as other issues Earlier today, I have also added comments to the google doc you posted today on the list serv Thanks for extending the deadline to Friday. Look forward to the call on Wednesday Best, Judith -- _________________________________________________________________________ Judith Hellerstein, Founder & CEO Hellerstein & Associates 3001 Veazey Terrace NW, Washington DC 20008 Phone: (202) 362-5139 Skype ID: judithhellerstein Mobile/Whats app: +1202-333-6517 E-mail: Judith(a)jhellerstein.com<mailto:Judith@jhellerstein.com> Website: www.jhellerstein.com<https://nam01.safelinks.protection.outlook.com/?url=http%3A%2F%2Fwww.jhelle…> Linked In: www.linkedin.com/in/jhellerstein/<https://nam01.safelinks.protection.outlook.com/?url=http%3A%2F%2Fwww.linked…> Opening Telecom & Technology Opportunities Worldwide <new gTLD AP CCWG Draft Final Report - updated 28 June 2019-JH Rev.docx>_______________________________________________ Ccwg-auctionproceeds mailing list Ccwg-auctionproceeds(a)icann.org<mailto:Ccwg-auctionproceeds@icann.org> https://mm.icann.org/mailman/listinfo/ccwg-auctionproceeds _______________________________________________ By submitting your personal data, you consent to the processing of your personal data for purposes of subscribing to this mailing list accordance with the ICANN Privacy Policy ( https://www.icann.org/privacy/policy<https://nam01.safelinks.protection.outlook.com/?url=https%3A%2F%2Fwww.icann…>) and the website Terms of Service ( https://www.icann.org/privacy/tos<https://nam01.safelinks.protection.outlook.com/?url=https%3A%2F%2Fwww.icann…>). You can visit the Mailman link above to change your membership status or configuration, including unsubscribing, setting digest-style delivery or disabling delivery altogether (e.g., for a vacation), and so on. _______________________________________________ Ccwg-auctionproceeds mailing list Ccwg-auctionproceeds(a)icann.org https://mm.icann.org/mailman/listinfo/ccwg-auctionproceeds _______________________________________________ By submitting your personal data, you consent to the processing of your personal data for purposes of subscribing to this mailing list accordance with the ICANN Privacy Policy ( https://www.icann.org/privacy/policy) and the website Terms of Service ( https://www.icann.org/privacy/tos) You can visit the Mailman link above to change your membership status or configuration, including unsubscribing, setting digest-style delivery or disabling delivery altogether (e.g., for a vacation), and so on.

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Re: [Ccwg-auctionproceeds] Judith Hellerstein's comments on the Auction Proceeds Draft
by Alan Greenberg July 26, 2019

July 26, 2019

Anne, there is no question that one can structure a foundation so it is "independent". My point was in all of the time we have been considering such a structure, we have never even mentioned this criteria - and its absence could allw us to create a foundation which is ultimately fully controlled by ICANN. It is this lack of focus on the important matters instead of the names that concerns me. Alan At 26/07/2019 05:17 PM, Aikman-Scalese, Anne wrote: > > >Regarding Alanâ€™s comment about the composition >of a Board in relation to Option C, I agree >itâ€™s clear that PTI is essentially controlled >by ICANN. However, the non-profit >corporationâ€™s By-Laws could easily provide >that the majority of directors NOT be affiliated >with ICANN. This would ensure independent >operation in accordance with the Foundationâ€™s >Articles and ByLaws as long as the >Foundationâ€™s staff was not hired and fired by >ICANN Org staff or the ICANN Board.

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