I agree with Leadership's conclusion. "Serve on" is different than "observe." We are lucky to have Seb in this unique role! Best, Paul [cid:image001.jpg@01DC0AD8.B2911AE0] Paul McGrady Office Direct: +1 (312) 515-4422 paul@elstermcgrady.com<mailto:paul@elstermcgrady.com> www.elstermcgrady.com<http://www.elstermcgrady.com/> From: Tomslin Samme-Nlar via council <council@icann.org> Sent: Monday, August 11, 2025 3:41 PM To: Council@icann.org Cc: Julie Bisland via Gnso-secs <gnso-secs@icann.org> Subject: [council] Re: the role of GNSO Council liaison to the GAC Dear Councilors, As you have seen, Council Leadership requested an additional AOB on our upcoming Council agenda re: the role of GNSO Council liaison to the GAC. Council Leadership was recently asked about the appointment of Ashley as the RrSG Councilor and the potential implications of Bylaws Section 11.3(e), which prohibits more than one employee from a particular corporation from serving on the GNSO Council at the same time. Both Ashley (RrSG councilor) and Sebastien (GNSO Council Liaison to the GAC) are employed by GoDaddy. Council Leadership discussed and came to the preliminary conclusion that Sebastien can continue to serve as the GNSO Council Liaison to the GAC due to the limited nature of this particular role as defined in the role description. While other Council liaisons (ALAC, ccNSO) "shall participate on equal footing with members of the GNSO Council," the GNSO Council liaison to the GAC is distinct in that it does not have the same "equal footing" privileges. Additionally, the GNSO liaison to the GAC is from the GNSO to the GAC, rather than to the GNSO from an SO/AC; we believe this is another important distinction. We also note that if anyone on the Council ever feels that the GNSO liaison to the GAC is acting outside of their limited role of observing GNSO Council meetings and only intervening on relevant "GAC activities as these relate to issues of interest and/or under discussion by the GNSO", councilors are empowered to raise this directly with Council Leadership. Relevant Bylaws and Text References ICANN Bylaws 11.3(e)<https://urldefense.com/v3/__https://itsm-email.samanage.com/CL0/https:*2F*2F...> (e) No more than one officer, director or employee of any particular corporation or other organization (including its subsidiaries and affiliates) shall serve on the GNSO Council at any given time. (emphasis added) ICANN Bylaws 11.3(a)<https://urldefense.com/v3/__https://itsm-email.samanage.com/CL0/https:*2F*2F...> "There may also be liaisons to the GNSO Council from other ICANN Supporting Organizations and/or Advisory Committees, from time to time. The appointing organization shall designate, revoke, or change its liaison on the GNSO Council by providing written notice to the Chair of the GNSO Council and to the ICANN Secretary. Liaisons shall not be members of or entitled to vote, to make or second motions, or to serve as an officer on the GNSO Council, but otherwise liaisons shall be entitled to participate on equal footing with members of the GNSO Council." (emphasis added) GNSO Liaison to the GAC Role Description<https://urldefense.com/v3/__https://itsm-email.samanage.com/CL0/https:*2F*2F...> "Attend and participate as an observer in GNSO Council meetings. The Liaison is expected to only intervene in their Liaison capacity with interventions focused on any GAC activities as these relate to issues of interest and/or under discussion by the GNSO." Question to Councilors In creating this special category of a GNSO Liaison to another entity, did the Council intend to allow for that role to be served by someone who is from the same employer as a duly appointed Councillor (keeping in mind the limitation of 11.3(e)) and if so, what are the protections the Council has in place to mitigate against perceptions of any single entity having an undue influence on GNSO Council matters? As noted above, Council Leadership believes that there is no explicit prohibition from the GNSO Council Liaison to the GAC representing the same employer as a duly appointed Councilor. The GNSO Council Liaison to the GAC is very limited in its nature (by design), and if any councilor were to observe a potential abuse of the limited role, councilors are empowered to interject, note the concern, and/or raise the concern directly with Council Leadership. While Council Leadership has discussed and reached the above conclusion, we invite Councilors to respond if they object to the GNSO Council Liaison to the GAC having the same employer as a duly appointed Councilor. You may raise concerns or communicate non-objection in response to this message. As noted, we will also discuss during the upcoming meeting under AOB, and you are welcome to provide comments at that time. Remain blessed, Tomslin This email originated from outside the firm. Please use caution.
