I inserted possible edits along with my comments and questions in the attached version of the document that Margie distributed. In the next couple days I will respond to the various comments that have been sent to the Council list and integrate my thoughts with those. Chuck ________________________________ From: owner-liaison6c@gnso.icann.org [mailto:owner-liaison6c@gnso.icann.org] On Behalf Of Margie Milam Sent: Thursday, March 26, 2009 7:35 PM To: council@gnso.icann.org; liaison6c@gnso.icann.org Subject: [liaison6c] Draft Revisions to the ICANN Bylaws Relating to GNSO Restructure 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