March 2009 - council - lists.icann.org

RE: [council] Draft Revisions to the ICANN Bylaws Relating to GNSO Restructure
by Tim Ruiz April 21, 2009

April 21, 2009

Thought we should start trying to capture suggested changes in the document. The attached is a red line with the following suggested changes: X.3.1 Deleted the restrictive language about all Constituencies being allocated a Council seat. X.3.3 Modified with a compromise to address Avri's concern. Just a suggestion, not necessarily supported by the RrC yet. X.3.6 Deleted the unnecessary and restrictive language regarding Board seat selections. X.3.8 No changes, but something we need to discuss further. There may be advantages to allowing the Nominating Committee to make this assignment based on criteria provided by the Council as a whole (for the Council level NCA) and by criteria provided by each of the houses for their NCA (but final criteria approved by the Council as a whole). That said, that is just a personal observation for consideration, not an RrC position. X.5.1 Modified to be consistent with reality, and the changes made to X.3.1. XX.5.4 Modifed the timeline for the new Council to be as soon as practical after Sydney, but no later than the commencement of the meeting in October. Again, just a suggestion but this seems to be more realistic. XX.5.5 Modified to be consistent with the changes in X.3.1 and X.5.1. XX.5.11 Modified to be consistent with the changes to XX.5.4. The voting thresholds will be in place when the new Council is seated, whenever that may be. XX.5.12 Modified to be consistent with the changes to XX.5.4. Tim -------- Original Message -------- Subject: Re: [council] Draft Revisions to the ICANN Bylaws Relating to GNSO Restructure From: Avri Doria <avri(a)psg.com> Date: Fri, March 27, 2009 3:16 pm To: "council(a)gnso.icann.org" <council(a)gnso.icann.org> hi, A few question/comments on first reading. -- X3.1 > Each Stakeholder Group may select representatives according to its > Charter procedures subject to the provision that each Board-recognized > Constituency shall be allocated a minimum of one seat on the GNSO > Council. I question whether this is indeed in keeping with the intent of the Board mandated changes as I thought they intended to break the direct connection between constituencies and council seats. X3.3 I think that this would possibly stifle an outside voice in one of the houses. I think that condition C should apply no matter what house a NCA happens to be in. If the aggrieved house cannot make its case to the entire council then perhaps its grievance is not as 'for cause' as they believe. X3.6 I thought that this was still an open issue waiting board consideration. As I described in the original report, I still believe that this will lessen the legitimacy of the board member vis a vis the other members, as this person would not have been elected by an SO but only by part of an SO. > x3.8 > and one voting member appointed by the ICANN Nominating Committee this read as if the Nomcom is going to determine which NCA sits where. I would recommend removing removing the line from each of the paragraphs and inserting: c. One of the council members appointed by the ICANN Nominating Committee will be serve as a voting member of each house the way this is done would then be put in the Operating rules x4.1 As mentioned above I think the last paragraph is not in keeping with the Board's intent to separate seating on the council from constituency existence. If we do this, I believe we have negated one of the main advantages to be gained from the separation of constituency from stakeholder group. thanks a.

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Notice of New Registry Service Proposal
by Patrick Jones April 9, 2009

April 9, 2009

Dear Council members, ICANN has commenced its 15-calendar day preliminary determination period on a request from RegistryPro to modify handling of names pending verification. Information on the proposal can be found at http://www.icann.org/en/registries/rsep/#2009001. Although public comments can be submitted at any time on a registry services proposal to registryservice at icann.org, this is not notification of a formal comment period. Information on the Registry Services Evaluation Process can be found at http://www.icann.org/registries/rsep/. Please let me know if you have additional questions. Regards, Patrick -- Patrick L. Jones Registry Liaison Manager & Support to ICANN Nominating Committee Internet Corporation for Assigned Names & Numbers 4676 Admiralty Way, Suite 330 Marina del Rey, CA 90292 Tel: +1 310 301 3861 Fax: +1 310 823 8649 patrick.jones(a)icann.org

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Draft Revisions to the ICANN Bylaws Relating to GNSO Restructure
by Denise Michel April 6, 2009

April 6, 2009

Many thanks to all of you who have already commented on the draft revisions to the ICANN Bylaws relating to GNSO restructuring that were circulated late last week to start community discussion (also attached). Your emails were particularly useful in getting everyone to focus quickly on several specific issues. In this message, we'll attempt to address a number of the specific comments made Friday and over the weekend to give you some background on our drafting thoughts to help further the dialogue. Article X: §3.1 Issue: This proposed Bylaws amendment assigns the responsibility for selecting Council representatives to the four Stakeholder Groups with the stipulation that each Board-recognized Constituency shall be allocated a minimum of one seat on the GNSO Council. This article seems to have garnered the most immediate attention and questions. Rather than prejudging this issue, Staff's view was that this revision was entirely consistent with the GNSO Improvements Report, the Board's resolution, and various Board discussions to-date. Existing constituency Council seats are currently hard-wired into the Bylaws and no Board member or Board committee has suggested to us that this be changed. As discussed in greater detail below, elements in the Board-approved GNSO Improvements Report and in Board resolutions suggest that the role of Constituencies within the GNSO continues to be significant and merits ongoing support in the Bylaws. 1. The GNSO Improvements Report produced by the Board Governance Committee (BGC) and endorsed by the Board last June emphasized the continued primacy of the Constituency structure as a fundamental building block of the GNSO. The Report did not attempt to change the existing Bylaws mechanisms by which the Board evaluates and approves GNSO Constituencies, but instead recommended that the process be more fluid, open, and accessible. In fact, the Report contains many references to expanding Constituency involvement in the GNSO by (a) encouraging new groups to form, (b) providing those structures with standard "tool kits" of administrative services, (c) evening "the playing field" among constituencies, (d) creating general best-practice guidelines to ensure consistent operational practices across different groups, and (e) assuring the community that transparency, openness and fairness remain fundamental ICANN principles. The Report specifically states that: "It should be noted that we view the new stakeholder structure primarily as a way to organize the Council. While it will also encourage the constituencies to maximize their common interests, it does not on its own change the constituency structure itself." (Board GNSO Improvements Report, page 42). The ICANN Board, in its 1 October 2008 resolutions, reinforced its support for the following principles pertaining to the formation of the new Stakeholder Groups. The Board specifically requested that, in establishing the newly formed structures, all constituency members and other relevant parties comply with the Board's principles including, "The inclusion of new actors/participants, where applicable, and the expansion of constituencies (emphasis added) within Stakeholder Groups, where applicable." The GNSO Improvements Report anticipated the creation of a lightly structured Stakeholder Group (SG) organizational layer to be inserted between Constituencies and the GNSO Council with a primary responsibility to select/allocate/apportion GNSO Council seats among its Constituency members. It did not anticipate the elimination of Constituencies in favor of Stakeholder Groups, although some in the community now suggest that Constituencies may no longer be necessary. Staff's position is not new and, at the Board's direction, Staff has made every effort to share its understanding with the community over the past six months through informal discussions with Constituency leaders and by providing sample organizational templates designed to: (a) help the community assess existing Constituency charters; (b) guide the development of potential new Constituency charters; and (c) assist community leaders as they fashioned new Stakeholder Group (SG) charters. 2. Second, among the stated goals of restructuring is to encourage the formation of new Constituencies to enhance the diversity of viewpoints in ICANN. As is true in the current Bylaws, Staff's proposed amendment in this section continues to place the responsibility with the Board to determine if the viewpoint represented by the Constituency applicant is significant enough to be entitled to recognition and, thereby, a minimum of one Council seat. Based upon a few of the Stakeholder Group voting systems that have been submitted thus far, a newly approved Constituency may not gain a Council seat, which raises concerns about depriving the GNSO Council of the new voices that the Board formally recognizes. It is conceivable that, without the GNSO seat requirement, an incumbent interest group could control a Stakeholder Group and potentially prevent these new viewpoints from fully participating in the GNSO. Without the promise of being able to participate meaningfully at the Council level, Staff is concerned that prospective new organizations may not pursue the arduous tasks of organizing, petitioning, drafting a charter, and defending their viability in being formally recognized as a Constituency within the GNSO. Without Board protection in this potentially volatile and delicate vetting process, Constituencies in formation may cease to make the effort. If that reality should be allowed to unfold, the GNSO will have failed to achieve a vital element of the Board's vision. It has been suggested that there should not be a hard-wiring of Constituencies to Council seats and seat allocation should be a Stakeholder Group responsibility. We agree that SGs should have that responsibility, although not without any constraints, and this is reflected in these proposed Bylaws to spur consideration and discussion. The current allocation of Council seats to Constituencies has been hard-wired since 2003. It does not seem inconsistent to accord a similar right to each prospective new Constituency that is Board-approved. (See Article XX below for discussion of what happens in the future should we reach a point where the number of Constituencies exceeds the number of Council seats.) 3. Third, as it relates to the non-contracted party house, the GNSO restructuring removed three seats (collectively) from the Commercial Constituencies and provided a new Non-Commercial Stakeholder Group with six seats. The rationale for this shift was that this was appropriate because, with the proper outreach and recruitment activities, additional non-commercial Constituencies would be formed that would hold seats to represent different viewpoints on the GNSO Council. "...a new non-commercial Stakeholders Group must go far beyond the membership of the current Non-Commercial Users Constituency (NCUC). We must consider educational, research, and philanthropic organizations, foundations, think tanks, members of academia, individual registrant groups and other non- commercial organizations, as well as individual registrants, as part of a non-commercial registrants Stakeholders Group." (Board GNSO Improvements Report, page 32) Guaranteeing a Council seat to new Constituencies in this SG, which will have half of the Council's non-contracted party seats, provides assurance that diverse viewpoints will be represented and heard on the Council. §3.3 Issue: Procedures and voting threshold for removal of an NCA for cause. The language concerning removal of a Nominating Committee Appointee (NCA) for cause was included for completeness, but Staff is recommending that it (along with all non-PDP thresholds) be relocated to the GNSO Council's Operating Rules. The provision and voting thresholds, as specified for each house, were taken from the Working Group on GNSO Council Restructure (WG-GCR) Report approved by the Board in its 1 October 2008 meeting (see below). It is, Resolved (2008.10.01.09), the Board adopts all voting thresholds proposed in the WG-GCR Report. The Board requests that the GNSO develop any additional voting thresholds or categories that may be needed as part of its proposed GNSO Improvements Implementation Plan to be submitted to the Board for approval. This issue could conceivably be revisited in the context of the Council Operating Rules effort since it is anticipated that those rules would need to be approved by the Board before becoming effective. §3.6: Issue: Board Seats #13 and #14 As explained in the footnote to this section, the language presented in yellow highlight was recommended in the WG-GCR Report; however, it has not been approved by the Board. Staff is hoping to collect some final additional community feedback on the matter again this month and expects final Board action on this matter at it's 23 April meeting. Once the Board has acted, this section will be amended to reflect the Board's decision as to the methodology and any other rules pertaining to these selections. I have asked Rob to make a final request to constituency leaders for feedback on the Board Seat issue and he will follow up on that mater this week. §3.8 Issue: Confusion as to whether the NCAs are appointed to each voting house by the Nominating Committee. Staff acknowledges that the original wording in (a) and (b) could be interpreted in a way that was not intended by the drafters. Staff recommends the following amendment to this section to avoid ambiguity as to how the NCAs are actually selected/appointed to each voting house: a. The Contracted Party House includes the Registry Stakeholder Group (three members), the Registrar Stakeholder Group (three members), and one Nominating Committee Appointee (NCA) for a total of seven voting members; and b. The Non-Contracted Party House includes the Commercial Stakeholder Group (six members), the Non-Commercial Stakeholder Group (six members), and one Nominating Committee Appointee (NCA) for a total of thirteen voting members. The assignment of each Nominating Committee Appointee to a voting house is determined by the GNSO Council Operating Rules and Procedures. Article XX §5.1 Issue: Provision that the Board resolves any condition in which the number of Constituencies exceeds the available Council seats in a Stakeholder Group. Staff refers to the explanation provided above in response to Article X, §3.1. Arguably, this language may not need to be expressed in the Bylaws; however, Staff believes that it is important to recognize formally that this potential condition (i.e. Constituencies exceeding the number of SG Council seats) could have the effect of causing prospective new Constituencies to wonder how they can become involved if there are no remaining positions available. While the circumstance appears to be remote in today's environment, there should be a provision to address it before it occurs. If the Board elects to change the Council organization or voting structure then the Bylaws would have to be modified in any case. One alternative might be to move the language from this section to Article XX-Transition. §5.5 Issue: Transition language to map the existing Constituency seats to the new Stakeholder Groups. Staff emphasizes that this section of the transition article is only intended to map the existing Constituency seats (SGs do not yet formally exist) to the new Stakeholder Groups. §5.11 Issue: Voting thresholds for Policy Development Process As explained in an email sent to the Council list on Friday, 27 March by Ken Bour, the voting thresholds originally prescribed by the Working Group on GNSO Council Restructuring (WG-GCR) contained both PDP and non-PDP elements. In this re-drafting exercise, Staff recommended that the thresholds be parsed out as follows: the non-PDP voting thresholds will be contained in Council OR&P while the PDP thresholds will be included in Article XX-Transition until such time as the Policy Process Steering Committee (PPSC) and Policy Development Process (PDP) Work Team (Jeff Neumann, Chair) have completed deliberations and are prepared to recommend a formal revision to Annex A of the Bylaws. Since the PDP thresholds are currently specified in Annex A, which is not being revised as part of the Council restructuring effort, Staff recommends that the new PDP thresholds should be included in Article XX vs. Council OR&P. Article XX is a "transition" document only and, once the PDP voting thresholds are successfully relocated from Annex A to the Council OR&P (Staff's recommendation), Article XX can be removed from the Bylaws in its entirety (assuming all other transition matters are completed). Below are the voting thresholds recast into the two groupings: Non-PDP: a) Elect Council Chair: requires 60% of both houses. b) Remove NCA for Cause: requires 75% of both houses (excluding the NCA subject to removal); subject to Board approval. c) All other GNSO Council Business (default): requires majority of both houses. PDP: a) Create an Issues Report: requires more than 25% vote of both houses or majority of one house. b) Initiate a PDP within Scope: requires more than 33% vote of both houses or more than 66% vote of one house. c) Initiate a PDP not within Scope: requires a vote of more than 75% of one house and a majority of the other house ("Super Majority"). d) Approve a PDP without a Super Majority: requires a majority of both houses and further requires that one representative of at least 3 of the 4 Stakeholder Groups supports. e) Approve a PDP with a Super Majority: requires greater than 75% majority in one house and majority in the other house. The PDP thresholds (above) were taken from the consensus recommendation of the WG-GCR and have been approved by the Board. Staff recommends that, while the thresholds themselves are not subject to Council or community rewrite, the PPSC and PDP Work Team do have the goal of reengineering the entire PDP. If, in the course of those deliberations, it appears that some or all of the above thresholds need to be modified or recast, the Board will need to take those recommendations under advisement. Staff also notes that the Operations Steering Committee (OSC) and the GNSO Council Operations Team are working on developing the methods, procedures, administration, and tools (to become part of the Council OR&P) that will need to be in place when the Council takes its first bicameral vote, which could be as early as its June meeting in Sydney. General Comments Finally, contrary to a recent comment, Staff would like to clarify that it has not prejudged or "made up its mind" on any of these issues. As the GNSO Improvements Report noted: "Many details, of course, remain to be worked out concerning the new stakeholder structure for the Council, including the role of constituencies and/or interest groups within them. As noted earlier, we welcome the GNSO working with Staff to develop the appropriate Implementation Plan." (Board GNSO Improvements Report at page 33). In preparing the draft Bylaws, Staff has tried to track the implementation of GNSO Improvements and Restructuring to specific directions from the Board. We hope that this exercise serves to facilitate discussions on these important topics in order to resolve them in a timely manner. We welcome further conversation about how these elements might be achieved with different language. All Policy Staff involved can be reached via policy-staff(a)icann.org and +1-310-823-9358. Regards, Denise Michel Vice President, Policy

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FW: unable to send to council list
by Glen de Saint Géry March 31, 2009

March 31, 2009

Forwarded on behalf of Edmon Chung Hi Everyone, As discussed in the council call yesterday, would convene a drafting team to investigate whether further actions can be taken by the council on the subject. Glen will be starting a new mailing list for it. Please let Glen and/or I know if you are interested to participate in the discussions to be included in the mailing list. Edmon Glen de Saint Géry GNSO Secretariat gnso.secretariat(a)gnso.icann.org http://gnso.icann.org

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RE: [council] Draft Revisions to the ICANN Bylaws Relating to GNSO Restructure
by Alan Greenberg March 31, 2009

March 31, 2009

The way I read X.5.1, they were not setting up an ongoing process, but simply deferring the need to address the really difficult question of Constituencies>Seats that the BGC Stakeholder Group model imposed. It follows the old adage "Never do today what you can put off til tomorrow". Often a practical way of approaching things in life, but somewhat unusual in Bylaws, I would think. In this case, I think that if the Board wants to impose such a rule in the initial implementations, they should do it by means of their control over acceptance of SG charters. Alan At 29/03/2009 04:55 PM, Gomes, Chuck wrote: >Stephane, > >The last sentence of X.5.1 says, "When the >number of Board-recognized Constituencies >reaches three in any Stakeholder Group with >three Council seats or six in any Stakeholder >Group with six Council Seats, the Board will >consider any structural or procedural changes >that may be appropriate to ensure that the GNSO >Council may continue to accommodate additional >Constituencies consistent with the principles >and provisions of these Bylaws." Unless I am >missing something here, which is certainly >possible, this sets of an ongoing need for Board >review everytime the number of constituencies >impacts the assignment of Council seats. That >doesn't scale very well in my mind. Why not >just delete the sentence and allow SG charters >to cover this, recognizing that the charters require Board approval? > >Chuck > > > -----Original Message----- > > From: owner-council(a)gnso.icann.org > > [mailto:owner-council@gnso.icann.org] On Behalf Of Stéphane Van Gelder > > Sent: Sunday, March 29, 2009 3:20 PM > > To: Tim Ruiz; council(a)gnso.icann.org > > Subject: Re: [council] Draft Revisions to the ICANN Bylaws > > Relating to GNSO Restructure > > > > > > The text about one seat per constituency minimum in X.3.1 > > also raised questions mark with me on first reading, but upon > > closer inspection I thought the last paragraph of X.5.1 covered it. > > > > But as it seems others have a concern with X.3.1, I would > > agree that deleting the language in question would be a good solution. > > > > Stéphane > > > > > > Le 28/03/09 12:43, « Tim Ruiz » <tim(a)godaddy.com> a écrit : > > > > > Thought we should start trying to capture suggested changes in the > > > document. The attached is a red line with the following suggested > > > changes: > > > > > > X.3.1 > > > > > > Deleted the restrictive language about all Constituencies being > > > allocated a Council seat. > > > > > > X.3.3 > > > > > > Modified with a compromise to address Avri's concern. Just a > > > suggestion, not necessarily supported by the RrC yet. > > > > > > X.3.6 > > > > > > Deleted the unnecessary and restrictive language regarding > > Board seat > > > selections. > > > > > > X.3.8 > > > > > > No changes, but something we need to discuss further. There may be > > > advantages to allowing the Nominating Committee to make this > > > assignment based on criteria provided by the Council as a > > whole (for > > > the Council level NCA) and by criteria provided by each of > > the houses > > > for their NCA (but final criteria approved by the Council > > as a whole). > > > That said, that is just a personal observation for > > consideration, not an RrC position. > > > > > > X.5.1 > > > > > > Modified to be consistent with reality, and the changes > > made to X.3.1. > > > > > > XX.5.4 > > > > > > Modifed the timeline for the new Council to be as soon as practical > > > after Sydney, but no later than the commencement of the meeting in > > > October. Again, just a suggestion but this seems to be more > > realistic. > > > > > > XX.5.5 > > > > > > Modified to be consistent with the changes in X.3.1 and X.5.1. > > > > > > XX.5.11 > > > > > > Modified to be consistent with the changes to XX.5.4. The voting > > > thresholds will be in place when the new Council is seated, > > whenever > > > that may be. > > > > > > XX.5.12 > > > > > > Modified to be consistent with the changes to XX.5.4. > > > > > > > > > Tim > > > > > > -------- Original Message -------- > > > Subject: Re: [council] Draft Revisions to the ICANN Bylaws > > Relating to > > > GNSO Restructure > > > From: Avri Doria <avri(a)psg.com> > > > Date: Fri, March 27, 2009 3:16 pm > > > To: "council(a)gnso.icann.org" <council(a)gnso.icann.org> > > > > > > > > > hi, > > > > > > A few question/comments on first reading. > > > > > > -- X3.1 > > > > > >> Each Stakeholder Group may select representatives according to its > > >> Charter procedures subject to the provision that each > > >> Board-recognized Constituency shall be allocated a minimum of one > > >> seat on the GNSO Council. > > > > > > I question whether this is indeed in keeping with the intent of the > > > Board mandated changes as I thought they intended to break > > the direct > > > connection between constituencies and council seats. > > > > > > > > > X3.3 > > > > > > I think that this would possibly stifle an outside voice in > > one of the > > > houses. I think that condition C should apply no matter > > what house a > > > NCA happens to be in. If the aggrieved house cannot make > > its case to > > > the entire council then perhaps its grievance is not as > > 'for cause' as > > > they believe. > > > > > > X3.6 > > > > > > I thought that this was still an open issue waiting board > > consideration. > > > As I described in the original report, I still believe that > > this will > > > lessen the legitimacy of the board member vis a vis the > > other members, > > > as this person would not have been elected by an SO but > > only by part > > > of an SO. > > > > > >> > > > > > > x3.8 > > > > > > > > >> and one voting member appointed by the ICANN Nominating Committee > > > > > > this read as if the Nomcom is going to determine which NCA > > sits where. > > > I would recommend removing removing the line from each of the > > > paragraphs and inserting: > > > > > > c. One of the council members appointed by the ICANN Nominating > > > Committee will be serve as a voting member of each house > > > > > > > > > the way this is done would then be put in the Operating rules > > > > > > > > > > > > x4.1 > > > > > > As mentioned above I think the last paragraph is not in > > keeping with > > > the Board's intent to separate seating on the council from > > > constituency existence. If we do this, I believe we have > > negated one > > > of the main advantages to be gained from the separation of > > > constituency from stakeholder group. > > > > > > > > > thanks > > > > > > a. > > > > > > > >

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RE: [liaison6c] RE: [council] Draft Revisions to the ICANN Bylaws Relating to GNSO Restructure
by Gomes, Chuck March 30, 2009

March 30, 2009

Jeff, Please note my responses below. Chuck ________________________________ From: Neuman, Jeff [mailto:Jeff.Neuman@neustar.us] Sent: Monday, March 30, 2009 10:12 AM To: Gomes, Chuck; ken.bour(a)verizon.net; stephane.vangelder(a)indom.com; Margie.Milam(a)icann.org; council(a)gnso.icann.org; liaison6c(a)gnso.icann.org Subject: RE: [liaison6c] RE: [council] Draft Revisions to the ICANN Bylaws Relating to GNSO Restructure Can I propose a meeting between the five work team chairs to discuss the items being worked on as I already see overlapping subject areas. For example, to the extent that the voting thresholds are involved in the policy process, those are being discussed in the PPSC work teams. Again we are not looking at changing the thresholds, but providing more clarity as to what they mean. It sounds like from your note Chuck that this may be also addressed by other teams as well. [Gomes, Chuck] As long as we have a clear agenda with objectives that are useful to all the WT chairs, I think this would be fine. I think the first task is to develop the agenda. For example, "Create an Issues Report: requires more than 25% vote of both houses or majority of one house" · I take it from your e-mail Chuck, that the issue of what constitutes a 25% vote is a matter for each SG to address and recommend to the Council?[Gomes, Chuck] The Contracted House will have 7 votes; 25% would be 2 votes. The Users House will have 13 votes; 25% would be 4 votes. What needs to be defined? · However, what is an issues report? Is an issues report the first step in the process? Is there something in between an issues report and a vote on what used to be known as a PDP? - These are questions for the PDP work team, correct?[Gomes, Chuck] These are legitimate questions for the PDP WT to work on on and could result in the need to add new thresholds and maybe even the elmination of thresholds as currently defined. For example, maybe we won't even have anything called an issues report so that threshold could eventually be deleted. In the meantime though we will be operating using the existing PDP so we would need a voting threshold for issues reports. I think a meeting between the five chairs of the work teams and icann staff may be helpful to get the issues on the table. Perhaps then you will be able to see why I am leery about implementing the voting thresholds in June if the other work is not done?[Gomes, Chuck] I think it is helpful to recognize that the GNSO bicameral structure will be implemented before the GNSO Improvements WTs finish there work. In the case of the PPSC and its two work teams, they likely will not be finished with their work when the bicameral Council is seated, whether that is in June or some later date, but policy work will still need to continue. The natural way for that to happen is to use the existing PDP and thus there is a need for voting thresholds in the bicameral model to support that. Once the GNSO improvement recommendations from the WTs are fully implemented, we may need to change the thresholds but that should just be a change in the Rules and not a change in the Bylaws, although I support a Bylaws requirement that Rules changes require a high threshold (at least 60% of each house) and Board approval so as to avoid making rules changes too easy. Apparently e-mails alone will not solve the issue (especially because not everyone on this list can get my e-mails - I cannot post to the council list).[Gomes, Chuck] I believe that all Councilors are on this list. Jeffrey J. Neuman, Esq.: NeuStar, Inc. Vice President, Law & Policy ________________________________ The information contained in this e-mail message is intended only for the use of the recipient(s) named above and may contain confidential and/or privileged information. If you are not the intended recipient you have received this e-mail message in error and any review, dissemination, distribution, or copying of this message is strictly prohibited. If you have received this communication in error, please notify us immediately and delete the original message. From: Gomes, Chuck [mailto:cgomes@verisign.com] Sent: Monday, March 30, 2009 9:58 AM To: Neuman, Jeff; ken.bour(a)verizon.net; stephane.vangelder(a)indom.com; Margie.Milam(a)icann.org; council(a)gnso.icann.org; liaison6c(a)gnso.icann.org Subject: RE: [liaison6c] RE: [council] Draft Revisions to the ICANN Bylaws Relating to GNSO Restructure The voting thresholds are for the bicameral Council, not the SGs. It will be up to the SGs to inform their Council reps how to vote on the Council. The GNSO Operations work team is tasked with developing revised Rules of Procedure for the Council and proposing those to the Council for consideration. That of course will involve full community input. Chuck ________________________________ From: Neuman, Jeff [mailto:Jeff.Neuman@neustar.us] Sent: Monday, March 30, 2009 9:49 AM To: Gomes, Chuck; ken.bour(a)verizon.net; stephane.vangelder(a)indom.com; Margie.Milam(a)icann.org; council(a)gnso.icann.org; liaison6c(a)gnso.icann.org Subject: RE: [liaison6c] RE: [council] Draft Revisions to the ICANN Bylaws Relating to GNSO Restructure We are not revisiting those, but there are still so many unanswered questions even around the voting thresholds (i.e., does voting results mean of those present or does it mean of those in the stakeholder group as a whole) that need to be explored and some believe that we should not implement any new thresholds until these questions are answered by the community. In any case, it is a subject for the work teams to consider (as opposed to just the Council). Jeffrey J. Neuman, Esq.: NeuStar, Inc. Vice President, Law & Policy ________________________________ The information contained in this e-mail message is intended only for the use of the recipient(s) named above and may contain confidential and/or privileged information. If you are not the intended recipient you have received this e-mail message in error and any review, dissemination, distribution, or copying of this message is strictly prohibited. If you have received this communication in error, please notify us immediately and delete the original message. From: Gomes, Chuck [mailto:cgomes@verisign.com] Sent: Monday, March 30, 2009 9:32 AM To: Neuman, Jeff; ken.bour(a)verizon.net; stephane.vangelder(a)indom.com; Margie.Milam(a)icann.org; council(a)gnso.icann.org; liaison6c(a)gnso.icann.org Subject: RE: [liaison6c] RE: [council] Draft Revisions to the ICANN Bylaws Relating to GNSO Restructure Jeff, I think we need to separate the voting thresholds from the PDP work, at least for now. That would not necessarily mean that the thresholds could not be revisited later if I problem was discovered relative to the revised PDP but I would hope that that is an unlikely possibility. A lot of community thought already went into the thresholds and I don't think it is a good idea to start that over. Chuck ________________________________ From: Neuman, Jeff [mailto:Jeff.Neuman@neustar.us] Sent: Sunday, March 29, 2009 9:25 PM To: Gomes, Chuck; ken.bour(a)verizon.net; stephane.vangelder(a)indom.com; Margie.Milam(a)icann.org; council(a)gnso.icann.org; liaison6c(a)gnso.icann.org Subject: RE: [liaison6c] RE: [council] Draft Revisions to the ICANN Bylaws Relating to GNSO Restructure I was reading Section 11 in the document (reprinted below) that jumped out at me. The reason I made my comments was because one of the issues that the work team was discussing was what needed to be accomplished prior to the June date as opposed to after. It was also up for discussion as to what would happen with the PDP if everything were not completed. The assumption some had in the group was that even if the GNSO divided into Stakeholder Groups at the June date, the PDP may very well be unaltered until such time as the Work Team/Council and Board felt the changes could be implemented. But this seems to envision a piece meal adoption of a new PDP (namely adopting the voting thresholds with no explanation or context until other pieces could be (if ever) adopted)). The registries and registrars may not like changing the PDP in this piecemeal fashion since it would affect how consensus policies are developed. I also fear that we (the Work Team/Council/Staff) could get bogged down in discussing what should happen at transition date and never get to the ultimate substance (the redesign of the PDP as a whole). I do not view this issue as a GNSO council issue, but rather as a community issue that at the very least the work team will need to address. 11. In the absence of further action by the Board to modify or amend Annex A to these Bylaws and/or this Transition Article XX, Section 5, the newly seated GNSO Council will utilize the following voting thresholds for all policy development activity conducted commencing with the ICANN meeting in June 2009[1]: a. Create an Issues Report: requires more than 25% vote of both houses or majority of one house; b. Initiate a PDP Within Scope: requires more than 33% vote of both houses or more than 66% vote of one house; c. Initiate a PDP Not Within Scope: requires a vote of more than 75% of one house and a majority of the other house ("Super Majority"); d. Approve a PDP Without a Super Majority: requires a majority of both houses and further requires that one representative of at least 3 of the 4 Stakeholder Groups supports; e. Approve a PDP With a Super Majority: requires greater than 75% majority in one house and majority in the other house. Jeffrey J. Neuman, Esq.: NeuStar, Inc. Vice President, Law & Policy ________________________________ The information contained in this e-mail message is intended only for the use of the recipient(s) named above and may contain confidential and/or privileged information. If you are not the intended recipient you have received this e-mail message in error and any review, dissemination, distribution, or copying of this message is strictly prohibited. If you have received this communication in error, please notify us immediately and delete the original message. From: Gomes, Chuck [mailto:cgomes@verisign.com] Sent: Sunday, March 29, 2009 8:05 PM To: Neuman, Jeff; ken.bour(a)verizon.net; stephane.vangelder(a)indom.com; Margie.Milam(a)icann.org; council(a)gnso.icann.org; liaison6c(a)gnso.icann.org Subject: RE: [liaison6c] RE: [council] Draft Revisions to the ICANN Bylaws Relating to GNSO Restructure Jeff, Note that the Bylaws changes are supposed to only relate to the restructure of the Council to the new bicameral model and not to the broader GNSO improvements effort for which implementation plans are being developed by the work teams. It is true that the revised PDP will be a Bylaws issue but I don't believe that is included in this draft of Bylaws changes. The goal of this limited effort is to make sure that any Bylaws changes are in place before the Council moves to the bicameral model. Chuck ________________________________ From: Neuman, Jeff [mailto:Jeff.Neuman@neustar.us] Sent: Sunday, March 29, 2009 6:30 PM To: Gomes, Chuck; ken.bour(a)verizon.net; stephane.vangelder(a)indom.com; Margie.Milam(a)icann.org; council(a)gnso.icann.org; liaison6c(a)gnso.icann.org Subject: Re: [liaison6c] RE: [council] Draft Revisions to the ICANN Bylaws Relating to GNSO Restructure Speaking not as a councilor, but as one who is still on these lists. There are many questions still being addressed by the 5 work teams which seem to be (perhaps unintentionally) superseded by Staff's work. As the chair of one of the work teams, one of our agenda items to discuss within the team (notice I did not say council) what parts should be in the bylaws and what should be in rules of operation. Again that is dependent as Chuck said on how the rules of operation can be changed. I want to thank Staff for this work, but I fear this will be a distraction as opposed to an aid for the community in doing the work of the 5 work teams. I again thank staff for doing some of this work, but I am afraid much of it was too premature. It is the community that needs to figure out how this will work, not the staff. Thanks. Jeffrey J. Neuman, Esq. Vice President, Law & Policy NeuStar, Inc. Jeff.Neuman(a)neustar.biz ________________________________ From: owner-liaison6c(a)gnso.icann.org To: Ken Bour ; Stéphane Van Gelder ; Margie Milam ; council(a)gnso.icann.org ; liaison6c(a)gnso.icann.org Sent: Sun Mar 29 17:28:39 2009 Subject: [liaison6c] RE: [council] Draft Revisions to the ICANN Bylaws Relating to GNSO Restructure I support the suggestion to move voting thresholds to the Rules but with a condition in the Rules that any changes to the thresholds requires a high voting bar (at least 60% of both houses) and that the Bylaws require Board approval of the Rules and any amendments to the Rules. In my opinion, the consensus reached on GNSO restructure was highly dependent on the interdependency of several elements of the restructure recommendations. In particular, the recommended thresholds were a very crucial part of the overall package that we agreed to, so if it is too easy to change those, it could compromise the whole set of recommendations. I do not agree that this document is almost ready. I think we have quite a bit of work to do still and this is much too important to rush. I am all for doing it quickly, but let's make sure we carefully deal with all the issues that are being identified. In that regard, I think it would be helpful if Staff prepared a document organized similar to what they have already done that integrates all the various comments including their source with each section. Chuck ________________________________ From: owner-council(a)gnso.icann.org [mailto:owner-council@gnso.icann.org] On Behalf Of Ken Bour Sent: Friday, March 27, 2009 2:59 PM To: 'Stéphane Van Gelder'; 'Margie Milam'; council(a)gnso.icann.org; liaison6c(a)gnso.icann.org Subject: [council] Draft Revisions to the ICANN Bylaws Relating to GNSO Restructure Stéphane: Thank you for your prompt initiative and the supportive observations. Please see my embedded comments below. If there are any other questions, please continue to raise them. In the interest of time, we recognize and appreciate the Council's active interest and remain committed to timely and thorough replies. Ken Bour From: owner-council(a)gnso.icann.org [mailto:owner-council@gnso.icann.org] On Behalf Of Stéphane Van Gelder Sent: Friday, March 27, 2009 1:05 PM To: Margie Milam; council(a)gnso.icann.org; liaison6c(a)gnso.icann.org Subject: Re: [council] Draft Revisions to the ICANN Bylaws Relating to GNSO Restructure Margie, Thanks for sending these on. As we are so pushed for time, allow me to get the ball rolling on this discussion and make a few comments. Section 3. Article 1. Moving the "geographic regions goalposts" up from "no 2 members" to "no 3 members" seems like a sensible suggestion for those SGs with 6 Council members. I agree with it. [KAB: ] Staff appreciates your support of this provision. Section 3. Article 3. What's your rationale for recommending that "vacancy rules" be moved to OR&Ps? [KAB: ] The only specific provision, in this section, deals with the removal of an NCA for cause and includes the actual voting thresholds. One of Staff's sub-objectives in this re-drafting assignment was to eliminate any/all provisions that, in its judgment, could be more effectively accommodated within internal Council procedures. One area identified was detailed voting thresholds and another involved this topic of vacancies, removals, and resignations. Staff suggests that such provisions do not rise to the level of being required in ICANN-level legal Bylaws. In the event that new Council voting thresholds are added or modified, in the future, such changes could be accomplished locally versus requiring protracted formal Bylaws amendments. Similarly, procedures for handling Council vacancies, resignations, and other administrative matters seem more appropriate for OR&P vs. corporate Bylaws. Section 3. Article 7. Are there no voting thresholds for selecting the chair and vice-chairs? [KAB: ] Yes, there are bicameral house voting thresholds for these positions and, as discussed above, they will be prescribed in the Council's OR&P currently under revision by the GNSO Operations Work Team (Ray Fassett, Chair) under the auspices of the Operations Steering Committee (OSC). The Council Chair election requires 60% of both houses and the Vice-Chair positions are prescribed in the following language, inserted below: "The GNSO Council shall also select two Vice Chairs, one elected from each of the two voting houses. If the Council Chair is elected from one of the houses, then the non-voting Council-Level Nominating Committee Appointee shall serve as one of the Vice Chairs in lieu of the Vice Chair from the house of the elected Chair. If the Chair is elected from one of the houses, that person shall retain his/her vote in that house." Section 3. Article 8. I agree the voting threshold descriptions belong in the OR&Ps, but it would be helpful for our discussion of the bylaws to have a reminder of what they are. Can you provide a link to where they are please? [KAB: ] The voting thresholds originally prescribed by the Working Group on GNSO Council Restructuring (WG-GCR) contained both PDP and non-PDP elements. In this re-drafting exercise, Staff is recommending that they be parsed out as follows: the non-PDP voting thresholds will be contained in Council OR&P while the PDP thresholds will be included in Article XX-Transition until such time as the Policy Process Steering Committee (PPSC) and PDP Work Team (Jeff Neumann, Chair) have completed deliberations and are prepared to recommend a formal revision to Annex A of the Bylaws. Since the PDP thresholds are currently specified in Annex A, which is not being revised as part of this restructuring effort, Staff recommends that the new PDP thresholds should be included in Article XX vs. Council OR&P. Article XX is a "transition" document only and, once the PDP voting thresholds are successfully relocated from Annex A to the Council OR&P (Staff's recommendation), Article XX can be removed from the Bylaws in its entirety (assuming all other transition matters are completed). Below are the voting thresholds recast into the two groupings: Non-PDP: a) Elect Council Chair: requires 60% of both houses. b) Remove NCA for Cause: requires 75% of both houses (excluding the NCA subject to removal); subject to Board approval. c) All other GNSO Council Business (default): requires majority of both houses. PDP: a) Create an Issues Report: requires more than 25% vote of both houses or majority of one house. b) Initiate a PDP within Scope: requires more than 33% vote of both houses or more than 66% vote of one house. c) Initiate a PDP not within Scope: requires a vote of more than 75% of one house and a majority of the other house ("Super Majority"). d) Approve a PDP without a Super Majority: requires a majority of both houses and further requires that one representative of at least 3 of the 4 Stakeholder Groups supports. e) Approve a PDP with a Super Majority: requires greater than 75% majority in one house and majority in the other house. Apart from the points raised above, I think this document is already very near completion. Having seen it, I must admit I feel a lot more confident that we can move ahead with sufficient speed to meet the deadlines set in your email for our review of these proposed bylaws. Congratulations on a well-written document. [KAB: ] Staff appreciates the compliment and the vote of confidence toward a successful June Council seating. Thank you! Stéphane Le 27/03/09 00:34, « Margie Milam » <Margie.Milam(a)icann.org> a écrit : Dear All, As discussed in today's GNSO call, ICANN Staff has prepared Draft Bylaws Revisions (attached) that contain Staff recommendations for changes relating to the GNSO restructure. They are intended to serve as a starting point for the GNSO Council's discussions. General Observations · These Bylaws were drafted to be consistent with Board recommendations as to structure and principles. · Staff also attempted to build in flexibility to accommodate changes in the future without requiring Bylaws amendments. For example, Staff recommends that some issues be moved from the Bylaws to GNSO Council Operating Rules and Procedures that would be approved by the Board. · Since the Board approved improvements did not provide specific details with respect to all topics, ICANN staff developed recommendations to address these gaps, which are contained in footnotes throughout the document. · The Draft Bylaws Revisions are subject to review by the ICANN Office of the General Counsel for legal form as well as consistency. · A few additional decisions will be needed to finalize these Bylaws, for example, Board approval of the unresolved open issue concerning Board seats 13 and 14, and further Council work on certain of the transition procedures (e.g. staggered terms, elections). Format of Revisions · To facilitate reviewing these changes, the Draft Bylaws is organized as a side-by-side comparison of the current language and the proposed language. · The yellow highlighted text refers to new or substantially revised language compared to the current Bylaws. · The footnotes include rationale statements where Staff thought an explanation might be helpful. Next Steps and Timing · The GNSO Council will need to decide how it would like to review the Draft Bylaws to develop its recommendations. · ICANN Staff will be working with the GNSO Operations Work Team in developing the GNSO Operating Rules and Procedures to incorporate those improvements that were omitted from the Bylaws in order to provide flexibility. · In order to seat the new Council by June, the Board would need to approve of the revisions by no later than its May 21st meeting. · A public comment period would need to take place before the May 21st meeting. · The Council would need to complete its review/analysis by the next GNSO council meeting on April 16th in order to accommodate the public comment period. · Due to this short time period, the GNSO Council is currently evaluating the most effective way to proceed. Finally, ICANN Staff is available to provide background and additional information on the Draft Bylaws Revisions if it would be helpful for your review. Regards, Margie Milam Senior Policy Counselor ICANN ________________________________ ________________________________ ________________________________ [1] Note: The PPSC's PDP Team may recommend rewording the voting thresholds.

1 0

RE: [liaison6c] RE: [council] Draft Revisions to the ICANN Bylaws Relating to GNSO Restructure
by Gomes, Chuck March 30, 2009

March 30, 2009

The voting thresholds are for the bicameral Council, not the SGs. It will be up to the SGs to inform their Council reps how to vote on the Council. The GNSO Operations work team is tasked with developing revised Rules of Procedure for the Council and proposing those to the Council for consideration. That of course will involve full community input. Chuck ________________________________ From: Neuman, Jeff [mailto:Jeff.Neuman@neustar.us] Sent: Monday, March 30, 2009 9:49 AM To: Gomes, Chuck; ken.bour(a)verizon.net; stephane.vangelder(a)indom.com; Margie.Milam(a)icann.org; council(a)gnso.icann.org; liaison6c(a)gnso.icann.org Subject: RE: [liaison6c] RE: [council] Draft Revisions to the ICANN Bylaws Relating to GNSO Restructure We are not revisiting those, but there are still so many unanswered questions even around the voting thresholds (i.e., does voting results mean of those present or does it mean of those in the stakeholder group as a whole) that need to be explored and some believe that we should not implement any new thresholds until these questions are answered by the community. In any case, it is a subject for the work teams to consider (as opposed to just the Council). Jeffrey J. Neuman, Esq.: NeuStar, Inc. Vice President, Law & Policy ________________________________ The information contained in this e-mail message is intended only for the use of the recipient(s) named above and may contain confidential and/or privileged information. If you are not the intended recipient you have received this e-mail message in error and any review, dissemination, distribution, or copying of this message is strictly prohibited. If you have received this communication in error, please notify us immediately and delete the original message. From: Gomes, Chuck [mailto:cgomes@verisign.com] Sent: Monday, March 30, 2009 9:32 AM To: Neuman, Jeff; ken.bour(a)verizon.net; stephane.vangelder(a)indom.com; Margie.Milam(a)icann.org; council(a)gnso.icann.org; liaison6c(a)gnso.icann.org Subject: RE: [liaison6c] RE: [council] Draft Revisions to the ICANN Bylaws Relating to GNSO Restructure Jeff, I think we need to separate the voting thresholds from the PDP work, at least for now. That would not necessarily mean that the thresholds could not be revisited later if I problem was discovered relative to the revised PDP but I would hope that that is an unlikely possibility. A lot of community thought already went into the thresholds and I don't think it is a good idea to start that over. Chuck ________________________________ From: Neuman, Jeff [mailto:Jeff.Neuman@neustar.us] Sent: Sunday, March 29, 2009 9:25 PM To: Gomes, Chuck; ken.bour(a)verizon.net; stephane.vangelder(a)indom.com; Margie.Milam(a)icann.org; council(a)gnso.icann.org; liaison6c(a)gnso.icann.org Subject: RE: [liaison6c] RE: [council] Draft Revisions to the ICANN Bylaws Relating to GNSO Restructure I was reading Section 11 in the document (reprinted below) that jumped out at me. The reason I made my comments was because one of the issues that the work team was discussing was what needed to be accomplished prior to the June date as opposed to after. It was also up for discussion as to what would happen with the PDP if everything were not completed. The assumption some had in the group was that even if the GNSO divided into Stakeholder Groups at the June date, the PDP may very well be unaltered until such time as the Work Team/Council and Board felt the changes could be implemented. But this seems to envision a piece meal adoption of a new PDP (namely adopting the voting thresholds with no explanation or context until other pieces could be (if ever) adopted)). The registries and registrars may not like changing the PDP in this piecemeal fashion since it would affect how consensus policies are developed. I also fear that we (the Work Team/Council/Staff) could get bogged down in discussing what should happen at transition date and never get to the ultimate substance (the redesign of the PDP as a whole). I do not view this issue as a GNSO council issue, but rather as a community issue that at the very least the work team will need to address. 11. In the absence of further action by the Board to modify or amend Annex A to these Bylaws and/or this Transition Article XX, Section 5, the newly seated GNSO Council will utilize the following voting thresholds for all policy development activity conducted commencing with the ICANN meeting in June 2009[1]: a. Create an Issues Report: requires more than 25% vote of both houses or majority of one house; b. Initiate a PDP Within Scope: requires more than 33% vote of both houses or more than 66% vote of one house; c. Initiate a PDP Not Within Scope: requires a vote of more than 75% of one house and a majority of the other house ("Super Majority"); d. Approve a PDP Without a Super Majority: requires a majority of both houses and further requires that one representative of at least 3 of the 4 Stakeholder Groups supports; e. Approve a PDP With a Super Majority: requires greater than 75% majority in one house and majority in the other house. Jeffrey J. Neuman, Esq.: NeuStar, Inc. Vice President, Law & Policy ________________________________ The information contained in this e-mail message is intended only for the use of the recipient(s) named above and may contain confidential and/or privileged information. If you are not the intended recipient you have received this e-mail message in error and any review, dissemination, distribution, or copying of this message is strictly prohibited. If you have received this communication in error, please notify us immediately and delete the original message. From: Gomes, Chuck [mailto:cgomes@verisign.com] Sent: Sunday, March 29, 2009 8:05 PM To: Neuman, Jeff; ken.bour(a)verizon.net; stephane.vangelder(a)indom.com; Margie.Milam(a)icann.org; council(a)gnso.icann.org; liaison6c(a)gnso.icann.org Subject: RE: [liaison6c] RE: [council] Draft Revisions to the ICANN Bylaws Relating to GNSO Restructure Jeff, Note that the Bylaws changes are supposed to only relate to the restructure of the Council to the new bicameral model and not to the broader GNSO improvements effort for which implementation plans are being developed by the work teams. It is true that the revised PDP will be a Bylaws issue but I don't believe that is included in this draft of Bylaws changes. The goal of this limited effort is to make sure that any Bylaws changes are in place before the Council moves to the bicameral model. Chuck ________________________________ From: Neuman, Jeff [mailto:Jeff.Neuman@neustar.us] Sent: Sunday, March 29, 2009 6:30 PM To: Gomes, Chuck; ken.bour(a)verizon.net; stephane.vangelder(a)indom.com; Margie.Milam(a)icann.org; council(a)gnso.icann.org; liaison6c(a)gnso.icann.org Subject: Re: [liaison6c] RE: [council] Draft Revisions to the ICANN Bylaws Relating to GNSO Restructure Speaking not as a councilor, but as one who is still on these lists. There are many questions still being addressed by the 5 work teams which seem to be (perhaps unintentionally) superseded by Staff's work. As the chair of one of the work teams, one of our agenda items to discuss within the team (notice I did not say council) what parts should be in the bylaws and what should be in rules of operation. Again that is dependent as Chuck said on how the rules of operation can be changed. I want to thank Staff for this work, but I fear this will be a distraction as opposed to an aid for the community in doing the work of the 5 work teams. I again thank staff for doing some of this work, but I am afraid much of it was too premature. It is the community that needs to figure out how this will work, not the staff. Thanks. Jeffrey J. Neuman, Esq. Vice President, Law & Policy NeuStar, Inc. Jeff.Neuman(a)neustar.biz ________________________________ From: owner-liaison6c(a)gnso.icann.org To: Ken Bour ; Stéphane Van Gelder ; Margie Milam ; council(a)gnso.icann.org ; liaison6c(a)gnso.icann.org Sent: Sun Mar 29 17:28:39 2009 Subject: [liaison6c] RE: [council] Draft Revisions to the ICANN Bylaws Relating to GNSO Restructure I support the suggestion to move voting thresholds to the Rules but with a condition in the Rules that any changes to the thresholds requires a high voting bar (at least 60% of both houses) and that the Bylaws require Board approval of the Rules and any amendments to the Rules. In my opinion, the consensus reached on GNSO restructure was highly dependent on the interdependency of several elements of the restructure recommendations. In particular, the recommended thresholds were a very crucial part of the overall package that we agreed to, so if it is too easy to change those, it could compromise the whole set of recommendations. I do not agree that this document is almost ready. I think we have quite a bit of work to do still and this is much too important to rush. I am all for doing it quickly, but let's make sure we carefully deal with all the issues that are being identified. In that regard, I think it would be helpful if Staff prepared a document organized similar to what they have already done that integrates all the various comments including their source with each section. Chuck ________________________________ From: owner-council(a)gnso.icann.org [mailto:owner-council@gnso.icann.org] On Behalf Of Ken Bour Sent: Friday, March 27, 2009 2:59 PM To: 'Stéphane Van Gelder'; 'Margie Milam'; council(a)gnso.icann.org; liaison6c(a)gnso.icann.org Subject: [council] Draft Revisions to the ICANN Bylaws Relating to GNSO Restructure Stéphane: Thank you for your prompt initiative and the supportive observations. Please see my embedded comments below. If there are any other questions, please continue to raise them. In the interest of time, we recognize and appreciate the Council's active interest and remain committed to timely and thorough replies. Ken Bour From: owner-council(a)gnso.icann.org [mailto:owner-council@gnso.icann.org] On Behalf Of Stéphane Van Gelder Sent: Friday, March 27, 2009 1:05 PM To: Margie Milam; council(a)gnso.icann.org; liaison6c(a)gnso.icann.org Subject: Re: [council] Draft Revisions to the ICANN Bylaws Relating to GNSO Restructure Margie, Thanks for sending these on. As we are so pushed for time, allow me to get the ball rolling on this discussion and make a few comments. Section 3. Article 1. Moving the "geographic regions goalposts" up from "no 2 members" to "no 3 members" seems like a sensible suggestion for those SGs with 6 Council members. I agree with it. [KAB: ] Staff appreciates your support of this provision. Section 3. Article 3. What's your rationale for recommending that "vacancy rules" be moved to OR&Ps? [KAB: ] The only specific provision, in this section, deals with the removal of an NCA for cause and includes the actual voting thresholds. One of Staff's sub-objectives in this re-drafting assignment was to eliminate any/all provisions that, in its judgment, could be more effectively accommodated within internal Council procedures. One area identified was detailed voting thresholds and another involved this topic of vacancies, removals, and resignations. Staff suggests that such provisions do not rise to the level of being required in ICANN-level legal Bylaws. In the event that new Council voting thresholds are added or modified, in the future, such changes could be accomplished locally versus requiring protracted formal Bylaws amendments. Similarly, procedures for handling Council vacancies, resignations, and other administrative matters seem more appropriate for OR&P vs. corporate Bylaws. Section 3. Article 7. Are there no voting thresholds for selecting the chair and vice-chairs? [KAB: ] Yes, there are bicameral house voting thresholds for these positions and, as discussed above, they will be prescribed in the Council's OR&P currently under revision by the GNSO Operations Work Team (Ray Fassett, Chair) under the auspices of the Operations Steering Committee (OSC). The Council Chair election requires 60% of both houses and the Vice-Chair positions are prescribed in the following language, inserted below: "The GNSO Council shall also select two Vice Chairs, one elected from each of the two voting houses. If the Council Chair is elected from one of the houses, then the non-voting Council-Level Nominating Committee Appointee shall serve as one of the Vice Chairs in lieu of the Vice Chair from the house of the elected Chair. If the Chair is elected from one of the houses, that person shall retain his/her vote in that house." Section 3. Article 8. I agree the voting threshold descriptions belong in the OR&Ps, but it would be helpful for our discussion of the bylaws to have a reminder of what they are. Can you provide a link to where they are please? [KAB: ] The voting thresholds originally prescribed by the Working Group on GNSO Council Restructuring (WG-GCR) contained both PDP and non-PDP elements. In this re-drafting exercise, Staff is recommending that they be parsed out as follows: the non-PDP voting thresholds will be contained in Council OR&P while the PDP thresholds will be included in Article XX-Transition until such time as the Policy Process Steering Committee (PPSC) and PDP Work Team (Jeff Neumann, Chair) have completed deliberations and are prepared to recommend a formal revision to Annex A of the Bylaws. Since the PDP thresholds are currently specified in Annex A, which is not being revised as part of this restructuring effort, Staff recommends that the new PDP thresholds should be included in Article XX vs. Council OR&P. Article XX is a "transition" document only and, once the PDP voting thresholds are successfully relocated from Annex A to the Council OR&P (Staff's recommendation), Article XX can be removed from the Bylaws in its entirety (assuming all other transition matters are completed). Below are the voting thresholds recast into the two groupings: Non-PDP: a) Elect Council Chair: requires 60% of both houses. b) Remove NCA for Cause: requires 75% of both houses (excluding the NCA subject to removal); subject to Board approval. c) All other GNSO Council Business (default): requires majority of both houses. PDP: a) Create an Issues Report: requires more than 25% vote of both houses or majority of one house. b) Initiate a PDP within Scope: requires more than 33% vote of both houses or more than 66% vote of one house. c) Initiate a PDP not within Scope: requires a vote of more than 75% of one house and a majority of the other house ("Super Majority"). d) Approve a PDP without a Super Majority: requires a majority of both houses and further requires that one representative of at least 3 of the 4 Stakeholder Groups supports. e) Approve a PDP with a Super Majority: requires greater than 75% majority in one house and majority in the other house. Apart from the points raised above, I think this document is already very near completion. Having seen it, I must admit I feel a lot more confident that we can move ahead with sufficient speed to meet the deadlines set in your email for our review of these proposed bylaws. Congratulations on a well-written document. [KAB: ] Staff appreciates the compliment and the vote of confidence toward a successful June Council seating. Thank you! Stéphane Le 27/03/09 00:34, « Margie Milam » <Margie.Milam(a)icann.org> a écrit : Dear All, As discussed in today's GNSO call, ICANN Staff has prepared Draft Bylaws Revisions (attached) that contain Staff recommendations for changes relating to the GNSO restructure. They are intended to serve as a starting point for the GNSO Council's discussions. General Observations · These Bylaws were drafted to be consistent with Board recommendations as to structure and principles. · Staff also attempted to build in flexibility to accommodate changes in the future without requiring Bylaws amendments. For example, Staff recommends that some issues be moved from the Bylaws to GNSO Council Operating Rules and Procedures that would be approved by the Board. · Since the Board approved improvements did not provide specific details with respect to all topics, ICANN staff developed recommendations to address these gaps, which are contained in footnotes throughout the document. · The Draft Bylaws Revisions are subject to review by the ICANN Office of the General Counsel for legal form as well as consistency. · A few additional decisions will be needed to finalize these Bylaws, for example, Board approval of the unresolved open issue concerning Board seats 13 and 14, and further Council work on certain of the transition procedures (e.g. staggered terms, elections). Format of Revisions · To facilitate reviewing these changes, the Draft Bylaws is organized as a side-by-side comparison of the current language and the proposed language. · The yellow highlighted text refers to new or substantially revised language compared to the current Bylaws. · The footnotes include rationale statements where Staff thought an explanation might be helpful. Next Steps and Timing · The GNSO Council will need to decide how it would like to review the Draft Bylaws to develop its recommendations. · ICANN Staff will be working with the GNSO Operations Work Team in developing the GNSO Operating Rules and Procedures to incorporate those improvements that were omitted from the Bylaws in order to provide flexibility. · In order to seat the new Council by June, the Board would need to approve of the revisions by no later than its May 21st meeting. · A public comment period would need to take place before the May 21st meeting. · The Council would need to complete its review/analysis by the next GNSO council meeting on April 16th in order to accommodate the public comment period. · Due to this short time period, the GNSO Council is currently evaluating the most effective way to proceed. Finally, ICANN Staff is available to provide background and additional information on the Draft Bylaws Revisions if it would be helpful for your review. Regards, Margie Milam Senior Policy Counselor ICANN ________________________________ ________________________________ [1] Note: The PPSC's PDP Team may recommend rewording the voting thresholds.

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RE: [liaison6c] RE: [council] Draft Revisions to the ICANN Bylaws Relating to GNSO Restructure
by Gomes, Chuck March 30, 2009

March 30, 2009

Jeff, I think we need to separate the voting thresholds from the PDP work, at least for now. That would not necessarily mean that the thresholds could not be revisited later if I problem was discovered relative to the revised PDP but I would hope that that is an unlikely possibility. A lot of community thought already went into the thresholds and I don't think it is a good idea to start that over. Chuck ________________________________ From: Neuman, Jeff [mailto:Jeff.Neuman@neustar.us] Sent: Sunday, March 29, 2009 9:25 PM To: Gomes, Chuck; ken.bour(a)verizon.net; stephane.vangelder(a)indom.com; Margie.Milam(a)icann.org; council(a)gnso.icann.org; liaison6c(a)gnso.icann.org Subject: RE: [liaison6c] RE: [council] Draft Revisions to the ICANN Bylaws Relating to GNSO Restructure I was reading Section 11 in the document (reprinted below) that jumped out at me. The reason I made my comments was because one of the issues that the work team was discussing was what needed to be accomplished prior to the June date as opposed to after. It was also up for discussion as to what would happen with the PDP if everything were not completed. The assumption some had in the group was that even if the GNSO divided into Stakeholder Groups at the June date, the PDP may very well be unaltered until such time as the Work Team/Council and Board felt the changes could be implemented. But this seems to envision a piece meal adoption of a new PDP (namely adopting the voting thresholds with no explanation or context until other pieces could be (if ever) adopted)). The registries and registrars may not like changing the PDP in this piecemeal fashion since it would affect how consensus policies are developed. I also fear that we (the Work Team/Council/Staff) could get bogged down in discussing what should happen at transition date and never get to the ultimate substance (the redesign of the PDP as a whole). I do not view this issue as a GNSO council issue, but rather as a community issue that at the very least the work team will need to address. 11. In the absence of further action by the Board to modify or amend Annex A to these Bylaws and/or this Transition Article XX, Section 5, the newly seated GNSO Council will utilize the following voting thresholds for all policy development activity conducted commencing with the ICANN meeting in June 2009[1]: a. Create an Issues Report: requires more than 25% vote of both houses or majority of one house; b. Initiate a PDP Within Scope: requires more than 33% vote of both houses or more than 66% vote of one house; c. Initiate a PDP Not Within Scope: requires a vote of more than 75% of one house and a majority of the other house ("Super Majority"); d. Approve a PDP Without a Super Majority: requires a majority of both houses and further requires that one representative of at least 3 of the 4 Stakeholder Groups supports; e. Approve a PDP With a Super Majority: requires greater than 75% majority in one house and majority in the other house. Jeffrey J. Neuman, Esq.: NeuStar, Inc. Vice President, Law & Policy ________________________________ The information contained in this e-mail message is intended only for the use of the recipient(s) named above and may contain confidential and/or privileged information. If you are not the intended recipient you have received this e-mail message in error and any review, dissemination, distribution, or copying of this message is strictly prohibited. If you have received this communication in error, please notify us immediately and delete the original message. From: Gomes, Chuck [mailto:cgomes@verisign.com] Sent: Sunday, March 29, 2009 8:05 PM To: Neuman, Jeff; ken.bour(a)verizon.net; stephane.vangelder(a)indom.com; Margie.Milam(a)icann.org; council(a)gnso.icann.org; liaison6c(a)gnso.icann.org Subject: RE: [liaison6c] RE: [council] Draft Revisions to the ICANN Bylaws Relating to GNSO Restructure Jeff, Note that the Bylaws changes are supposed to only relate to the restructure of the Council to the new bicameral model and not to the broader GNSO improvements effort for which implementation plans are being developed by the work teams. It is true that the revised PDP will be a Bylaws issue but I don't believe that is included in this draft of Bylaws changes. The goal of this limited effort is to make sure that any Bylaws changes are in place before the Council moves to the bicameral model. Chuck ________________________________ From: Neuman, Jeff [mailto:Jeff.Neuman@neustar.us] Sent: Sunday, March 29, 2009 6:30 PM To: Gomes, Chuck; ken.bour(a)verizon.net; stephane.vangelder(a)indom.com; Margie.Milam(a)icann.org; council(a)gnso.icann.org; liaison6c(a)gnso.icann.org Subject: Re: [liaison6c] RE: [council] Draft Revisions to the ICANN Bylaws Relating to GNSO Restructure Speaking not as a councilor, but as one who is still on these lists. There are many questions still being addressed by the 5 work teams which seem to be (perhaps unintentionally) superseded by Staff's work. As the chair of one of the work teams, one of our agenda items to discuss within the team (notice I did not say council) what parts should be in the bylaws and what should be in rules of operation. Again that is dependent as Chuck said on how the rules of operation can be changed. I want to thank Staff for this work, but I fear this will be a distraction as opposed to an aid for the community in doing the work of the 5 work teams. I again thank staff for doing some of this work, but I am afraid much of it was too premature. It is the community that needs to figure out how this will work, not the staff. Thanks. Jeffrey J. Neuman, Esq. Vice President, Law & Policy NeuStar, Inc. Jeff.Neuman(a)neustar.biz ________________________________ From: owner-liaison6c(a)gnso.icann.org To: Ken Bour ; Stéphane Van Gelder ; Margie Milam ; council(a)gnso.icann.org ; liaison6c(a)gnso.icann.org Sent: Sun Mar 29 17:28:39 2009 Subject: [liaison6c] RE: [council] Draft Revisions to the ICANN Bylaws Relating to GNSO Restructure I support the suggestion to move voting thresholds to the Rules but with a condition in the Rules that any changes to the thresholds requires a high voting bar (at least 60% of both houses) and that the Bylaws require Board approval of the Rules and any amendments to the Rules. In my opinion, the consensus reached on GNSO restructure was highly dependent on the interdependency of several elements of the restructure recommendations. In particular, the recommended thresholds were a very crucial part of the overall package that we agreed to, so if it is too easy to change those, it could compromise the whole set of recommendations. I do not agree that this document is almost ready. I think we have quite a bit of work to do still and this is much too important to rush. I am all for doing it quickly, but let's make sure we carefully deal with all the issues that are being identified. In that regard, I think it would be helpful if Staff prepared a document organized similar to what they have already done that integrates all the various comments including their source with each section. Chuck ________________________________ From: owner-council(a)gnso.icann.org [mailto:owner-council@gnso.icann.org] On Behalf Of Ken Bour Sent: Friday, March 27, 2009 2:59 PM To: 'Stéphane Van Gelder'; 'Margie Milam'; council(a)gnso.icann.org; liaison6c(a)gnso.icann.org Subject: [council] Draft Revisions to the ICANN Bylaws Relating to GNSO Restructure Stéphane: Thank you for your prompt initiative and the supportive observations. Please see my embedded comments below. If there are any other questions, please continue to raise them. In the interest of time, we recognize and appreciate the Council's active interest and remain committed to timely and thorough replies. Ken Bour From: owner-council(a)gnso.icann.org [mailto:owner-council@gnso.icann.org] On Behalf Of Stéphane Van Gelder Sent: Friday, March 27, 2009 1:05 PM To: Margie Milam; council(a)gnso.icann.org; liaison6c(a)gnso.icann.org Subject: Re: [council] Draft Revisions to the ICANN Bylaws Relating to GNSO Restructure Margie, Thanks for sending these on. As we are so pushed for time, allow me to get the ball rolling on this discussion and make a few comments. Section 3. Article 1. Moving the "geographic regions goalposts" up from "no 2 members" to "no 3 members" seems like a sensible suggestion for those SGs with 6 Council members. I agree with it. [KAB: ] Staff appreciates your support of this provision. Section 3. Article 3. What's your rationale for recommending that "vacancy rules" be moved to OR&Ps? [KAB: ] The only specific provision, in this section, deals with the removal of an NCA for cause and includes the actual voting thresholds. One of Staff's sub-objectives in this re-drafting assignment was to eliminate any/all provisions that, in its judgment, could be more effectively accommodated within internal Council procedures. One area identified was detailed voting thresholds and another involved this topic of vacancies, removals, and resignations. Staff suggests that such provisions do not rise to the level of being required in ICANN-level legal Bylaws. In the event that new Council voting thresholds are added or modified, in the future, such changes could be accomplished locally versus requiring protracted formal Bylaws amendments. Similarly, procedures for handling Council vacancies, resignations, and other administrative matters seem more appropriate for OR&P vs. corporate Bylaws. Section 3. Article 7. Are there no voting thresholds for selecting the chair and vice-chairs? [KAB: ] Yes, there are bicameral house voting thresholds for these positions and, as discussed above, they will be prescribed in the Council's OR&P currently under revision by the GNSO Operations Work Team (Ray Fassett, Chair) under the auspices of the Operations Steering Committee (OSC). The Council Chair election requires 60% of both houses and the Vice-Chair positions are prescribed in the following language, inserted below: "The GNSO Council shall also select two Vice Chairs, one elected from each of the two voting houses. If the Council Chair is elected from one of the houses, then the non-voting Council-Level Nominating Committee Appointee shall serve as one of the Vice Chairs in lieu of the Vice Chair from the house of the elected Chair. If the Chair is elected from one of the houses, that person shall retain his/her vote in that house." Section 3. Article 8. I agree the voting threshold descriptions belong in the OR&Ps, but it would be helpful for our discussion of the bylaws to have a reminder of what they are. Can you provide a link to where they are please? [KAB: ] The voting thresholds originally prescribed by the Working Group on GNSO Council Restructuring (WG-GCR) contained both PDP and non-PDP elements. In this re-drafting exercise, Staff is recommending that they be parsed out as follows: the non-PDP voting thresholds will be contained in Council OR&P while the PDP thresholds will be included in Article XX-Transition until such time as the Policy Process Steering Committee (PPSC) and PDP Work Team (Jeff Neumann, Chair) have completed deliberations and are prepared to recommend a formal revision to Annex A of the Bylaws. Since the PDP thresholds are currently specified in Annex A, which is not being revised as part of this restructuring effort, Staff recommends that the new PDP thresholds should be included in Article XX vs. Council OR&P. Article XX is a "transition" document only and, once the PDP voting thresholds are successfully relocated from Annex A to the Council OR&P (Staff's recommendation), Article XX can be removed from the Bylaws in its entirety (assuming all other transition matters are completed). Below are the voting thresholds recast into the two groupings: Non-PDP: a) Elect Council Chair: requires 60% of both houses. b) Remove NCA for Cause: requires 75% of both houses (excluding the NCA subject to removal); subject to Board approval. c) All other GNSO Council Business (default): requires majority of both houses. PDP: a) Create an Issues Report: requires more than 25% vote of both houses or majority of one house. b) Initiate a PDP within Scope: requires more than 33% vote of both houses or more than 66% vote of one house. c) Initiate a PDP not within Scope: requires a vote of more than 75% of one house and a majority of the other house ("Super Majority"). d) Approve a PDP without a Super Majority: requires a majority of both houses and further requires that one representative of at least 3 of the 4 Stakeholder Groups supports. e) Approve a PDP with a Super Majority: requires greater than 75% majority in one house and majority in the other house. Apart from the points raised above, I think this document is already very near completion. Having seen it, I must admit I feel a lot more confident that we can move ahead with sufficient speed to meet the deadlines set in your email for our review of these proposed bylaws. Congratulations on a well-written document. [KAB: ] Staff appreciates the compliment and the vote of confidence toward a successful June Council seating. Thank you! Stéphane Le 27/03/09 00:34, « Margie Milam » <Margie.Milam(a)icann.org> a écrit : Dear All, As discussed in today's GNSO call, ICANN Staff has prepared Draft Bylaws Revisions (attached) that contain Staff recommendations for changes relating to the GNSO restructure. They are intended to serve as a starting point for the GNSO Council's discussions. General Observations · These Bylaws were drafted to be consistent with Board recommendations as to structure and principles. · Staff also attempted to build in flexibility to accommodate changes in the future without requiring Bylaws amendments. For example, Staff recommends that some issues be moved from the Bylaws to GNSO Council Operating Rules and Procedures that would be approved by the Board. · Since the Board approved improvements did not provide specific details with respect to all topics, ICANN staff developed recommendations to address these gaps, which are contained in footnotes throughout the document. · The Draft Bylaws Revisions are subject to review by the ICANN Office of the General Counsel for legal form as well as consistency. · A few additional decisions will be needed to finalize these Bylaws, for example, Board approval of the unresolved open issue concerning Board seats 13 and 14, and further Council work on certain of the transition procedures (e.g. staggered terms, elections). Format of Revisions · To facilitate reviewing these changes, the Draft Bylaws is organized as a side-by-side comparison of the current language and the proposed language. · The yellow highlighted text refers to new or substantially revised language compared to the current Bylaws. · The footnotes include rationale statements where Staff thought an explanation might be helpful. Next Steps and Timing · The GNSO Council will need to decide how it would like to review the Draft Bylaws to develop its recommendations. · ICANN Staff will be working with the GNSO Operations Work Team in developing the GNSO Operating Rules and Procedures to incorporate those improvements that were omitted from the Bylaws in order to provide flexibility. · In order to seat the new Council by June, the Board would need to approve of the revisions by no later than its May 21st meeting. · A public comment period would need to take place before the May 21st meeting. · The Council would need to complete its review/analysis by the next GNSO council meeting on April 16th in order to accommodate the public comment period. · Due to this short time period, the GNSO Council is currently evaluating the most effective way to proceed. Finally, ICANN Staff is available to provide background and additional information on the Draft Bylaws Revisions if it would be helpful for your review. Regards, Margie Milam Senior Policy Counselor ICANN ________________________________ [1] Note: The PPSC's PDP Team may recommend rewording the voting thresholds.

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RrC thoughts on travel funding for Sydney
by Tim Ruiz March 30, 2009

March 30, 2009

1 0

RE: [liaison6c] RE: [council] Draft Revisions to the ICANN Bylaws Relating to GNSO Restructure
by Alan Greenberg March 30, 2009

March 30, 2009

We can survive without a complete re-write of the PDP process, but Annex A of the Bylaws *will* have to change, at the very least to reflect voting thresholds. Perhaps other places as well. Alan At 29/03/2009 08:04 PM, Gomes, Chuck wrote: >Jeff, > >Note that the Bylaws changes are supposed to >only relate to the restructure of the Council to >the new bicameral model and not to the broader >GNSO improvements effort for which >implementation plans are being developed by the >work teams. It is true that the revised PDP >will be a Bylaws issue but I don't believe that >is included in this draft of Bylaws >changes. The goal of this limited effort is to >make sure that any Bylaws changes are in place >before the Council moves to the bicameral model. > >Chuck > > >---------- >From: Neuman, Jeff [mailto:Jeff.Neuman@neustar.us] >Sent: Sunday, March 29, 2009 6:30 PM >To: Gomes, Chuck; ken.bour(a)verizon.net; >stephane.vangelder(a)indom.com; >Margie.Milam(a)icann.org; council(a)gnso.icann.org; liaison6c(a)gnso.icann.org >Subject: Re: [liaison6c] RE: [council] Draft >Revisions to the ICANN Bylaws Relating to GNSO Restructure > >Speaking not as a councilor, but as one who is >still on these lists. There are many questions >still being addressed by the 5 work teams which >seem to be (perhaps unintentionally) superseded >by Staff's work. As the chair of one of the work >teams, one of our agenda items to discuss within >the team (notice I did not say council) what >parts should be in the bylaws and what should be >in rules of operation. Again that is dependent >as Chuck said on how the rules of operation can be changed. > >I want to thank Staff for this work, but I fear >this will be a distraction as opposed to an aid >for the community in doing the work of the 5 >work teams. I again thank staff for doing some >of this work, but I am afraid much of it was too >premature. It is the community that needs to >figure out how this will work, not the staff. > >Thanks. >Jeffrey J. Neuman, Esq. >Vice President, Law & Policy >NeuStar, Inc. >Jeff.Neuman(a)neustar.biz > > >---------- >From: owner-liaison6c(a)gnso.icann.org >To: Ken Bour ; Stéphane Van Gelder ; Margie >Milam ; council(a)gnso.icann.org ; liaison6c(a)gnso.icann.org >Sent: Sun Mar 29 17:28:39 2009 >Subject: [liaison6c] RE: [council] Draft >Revisions to the ICANN Bylaws Relating to GNSO Restructure > >I support the suggestion to move voting >thresholds to the Rules but with a condition in >the Rules that any changes to the thresholds >requires a high voting bar (at least 60% of both >houses) and that the Bylaws require Board >approval of the Rules and any amendments to the >Rules. In my opinion, the consensus reached on >GNSO restructure was highly dependent on the >interdependency of several elements of the >restructure recommendations. In particular, the >recommended thresholds were a very crucial part >of the overall package that we agreed to, so if >it is too easy to change those, it could >compromise the whole set of recommendations. > >I do not agree that this document is almost >ready. I think we have quite a bit of work to >do still and this is much too important to >rush. I am all for doing it quickly, but let's >make sure we carefully deal with all the issues >that are being identified. In that regard, I >think it would be helpful if Staff prepared a >document organized similar to what they have >already done that integrates all the various >comments including their source with each section. > >Chuck > > >---------- >From: owner-council(a)gnso.icann.org >[mailto:owner-council@gnso.icann.org] On Behalf Of Ken Bour >Sent: Friday, March 27, 2009 2:59 PM >To: 'Stéphane Van Gelder'; 'Margie Milam'; >council(a)gnso.icann.org; liaison6c(a)gnso.icann.org >Subject: [council] Draft Revisions to the ICANN >Bylaws Relating to GNSO Restructure > >Stéphane: > > > >Thank you for your prompt initiative and the >supportive observations. Please see my embedded comments below. > > > >If there are any other questions, please >continue to raise them. In the interest of >time, we recognize and appreciate the Councils >active interest and remain committed to timely and thorough replies. > > > >Ken Bour > > > >From: owner-council(a)gnso.icann.org >[mailto:owner-council@gnso.icann.org] On Behalf Of Stéphane Van Gelder >Sent: Friday, March 27, 2009 1:05 PM >To: Margie Milam; council(a)gnso.icann.org; liaison6c(a)gnso.icann.org >Subject: Re: [council] Draft Revisions to the >ICANN Bylaws Relating to GNSO Restructure > > > >Margie, > >Thanks for sending these on. As we are so pushed >for time, allow me to get the ball rolling on >this discussion and make a few comments. > >Section 3. Article 1. >Moving the geographic regions goalposts up >from no 2 members to no 3 members seems like >a sensible suggestion for those SGs with 6 Council members. I agree with it. > >[KAB: ] Staff appreciates your support of this provision. > >Section 3. Article 3. >Whats your rationale for recommending that vacancy rules be moved to OR&Ps? > >[KAB: ] The only specific provision, in this >section, deals with the removal of an NCA for >cause and includes the actual voting >thresholds. One of Staffs sub-objectives in >this re-drafting assignment was to eliminate >any/all provisions that, in its judgment, could >be more effectively accommodated within internal >Council procedures. One area identified was >detailed voting thresholds and another involved >this topic of vacancies, removals, and >resignations. Staff suggests that such >provisions do not rise to the level of being >required in ICANN-level legal Bylaws. In the >event that new Council voting thresholds are >added or modified, in the future, such changes >could be accomplished locally versus requiring >protracted formal Bylaws >amendments. Similarly, procedures for handling >Council vacancies, resignations, and other >administrative matters seem more appropriate for OR&P vs. corporate Bylaws. > >Section 3. Article 7. >Are there no voting thresholds for selecting the chair and vice-chairs? > >[KAB: ] Yes, there are bicameral house voting >thresholds for these positions and, as discussed >above, they will be prescribed in the Councils >OR&P currently under revision by the GNSO >Operations Work Team (Ray Fassett, Chair) under >the auspices of the Operations Steering >Committee (OSC). The Council Chair election >requires 60% of both houses and the Vice-Chair >positions are prescribed in the following language, inserted below: > >The GNSO Council shall also select two Vice >Chairs, one elected from each of the two voting >houses. If the Council Chair is elected from >one of the houses, then the non-voting >Council-Level Nominating Committee Appointee >shall serve as one of the Vice Chairs in lieu of >the Vice Chair from the house of the elected >Chair. If the Chair is elected from one of the >houses, that person shall retain his/her vote in that house. > >Section 3. Article 8. >I agree the voting threshold descriptions belong >in the OR&Ps, but it would be helpful for our >discussion of the bylaws to have a reminder of >what they are. Can you provide a link to where they are please? > >[KAB: ] The voting thresholds originally >prescribed by the Working Group on GNSO Council >Restructuring (WG-GCR) contained both PDP and >non-PDP elements. In this re-drafting >exercise, Staff is recommending that they be >parsed out as follows: the non-PDP voting >thresholds will be contained in Council OR&P >while the PDP thresholds will be included in >Article XXTransition until such time as the >Policy Process Steering Committee (PPSC) and PDP >Work Team (Jeff Neumann, Chair) have completed >deliberations and are prepared to recommend a >formal revision to Annex A of the >Bylaws. Since the PDP thresholds are currently >specified in Annex A, which is not being revised >as part of this restructuring effort, Staff >recommends that the new PDP thresholds should be >included in Article XX vs. Council >OR&P. Article XX is a transition document >only and, once the PDP voting thresholds are >successfully relocated from Annex A to the >Council OR&P (Staffs recommendation), Article >XX can be removed from the Bylaws in its >entirety (assuming all other transition matters >are completed). Below are the voting >thresholds recast into the two groupings: > > Non-PDP: > >a) Elect Council Chair: requires 60% of both houses. > >b) Remove NCA for Cause: requires 75% of >both houses (excluding the NCA subject to removal); subject to Board approval. > >c) All other GNSO Council Business >(default): requires majority of both houses. > > > >PDP: > >a) Create an Issues Report: requires more >than 25% vote of both houses or majority of one house. > >b) Initiate a PDP within Scope: requires >more than 33% vote of both houses or more than 66% vote of one house. > >c) Initiate a PDP not within >Scope: requires a vote of more than 75% of one >house and a majority of the other house (Super Majority). > >d) Approve a PDP without a Super >Majority: requires a majority of both houses >and further requires that one representative of >at least 3 of the 4 Stakeholder Groups supports. > >e) Approve a PDP with a Super >Majority: requires greater than 75% majority in >one house and majority in the other house. > > > >Apart from the points raised above, I think this >document is already very near completion. Having >seen it, I must admit I feel a lot more >confident that we can move ahead with sufficient >speed to meet the deadlines set in your email >for our review of these proposed bylaws. >Congratulations on a well-written document. > > > >[KAB: ] Staff appreciates the compliment and the >vote of confidence toward a successful June Council seating. Thank you! > > > >Stéphane > > >Le 27/03/09 00:34, « Margie Milam » ><<Margie.Milam(a)icann.htm>Margie.Milam(a)icann.org> a écrit : > >Dear All, > >As discussed in todays GNSO call, ICANN Staff >has prepared Draft Bylaws Revisions (attached) >that contain Staff recommendations for changes >relating to the GNSO restructure. They are >intended to serve as a starting point for the GNSO Councils discussions. > >General Observations > >· These Bylaws were drafted to be >consistent with Board recommendations as to structure and principles. > >· Staff also attempted to build in >flexibility to accommodate changes in the future >without requiring Bylaws amendments. For >example, Staff recommends that some issues be >moved from the Bylaws to GNSO Council Operating >Rules and Procedures that would be approved by the Board. > >· Since the Board approved improvements >did not provide specific details with respect to >all topics, ICANN staff developed >recommendations to address these gaps, which are >contained in footnotes throughout the document. > >· The Draft Bylaws Revisions are subject >to review by the ICANN Office of the General >Counsel for legal form as well as consistency. > >· A few additional decisions will be >needed to finalize these Bylaws, for >example, Board approval of the unresolved open >issue concerning Board seats 13 and 14, and >further Council work on certain of the >transition procedures (e.g. staggered terms, elections). > > > >Format of Revisions > >· To facilitate reviewing these changes, >the Draft Bylaws is organized as a side-by-side >comparison of the current language and the proposed language. > >· The yellow highlighted text refers to >new or substantially revised language compared to the current Bylaws. > >· The footnotes include rationale >statements where Staff thought an explanation might be helpful. > > >Next Steps and Timing > >· The GNSO Council will need to decide >how it would like to review the Draft Bylaws to develop its recommendations. > >· ICANN Staff will be working with the >GNSO Operations Work Team in developing the GNSO >Operating Rules and Procedures to incorporate >those improvements that were omitted from the >Bylaws in order to provide flexibility. > >· In order to seat the new Council by >June, the Board would need to approve of the >revisions by no later than its May 21st meeting. > >· A public comment period would need to >take place before the May 21st meeting. > >· The Council would need to complete its >review/analysis by the next GNSO council meeting >on April 16th in order to accommodate the public comment period. > >· Due to this short time period, the GNSO >Council is currently evaluating the most effective way to proceed. > > > >Finally, ICANN Staff is available to provide >background and additional information on the >Draft Bylaws Revisions if it would be helpful for your review. > > > >Regards, > > > >Margie Milam > >Senior Policy Counselor > >ICANN > > > > > > >

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