Milton, Thanks for your note. I think we share the clear expectation that in the new bicameral voting model Council structure adopted by the Board, the new Stakeholder Groups will play a fundamental role in seating Council representatives. The Stakeholder Groups and their respective relationships with the existing (and any new) GNSO constituencies will be developed and I understand many details need to be worked out. The draft constituency template documents I circulated this week are intended to provide guidance to any potential new constituencies as they structure their formal petitions to the Board. The templates are not intended to be prescriptive in any way. Rather, they provide (long overdue) material to allow any interest group to take advantage of the ICANN Bylaw directives regarding the creation of new constituencies. In preparing the draft templates, Staff reviewed existing constituency bylaws and charters in an effort to capture the full range of potential issues that a new constituency should consider. In light of your note, I do see that Section 6.0 of the New Constituency template entitled "GNSO Council Representation" could be confusing and should be amended to reference a Stakeholder Group's role. We welcome any other specific edits or comments you or other members of the community may have on the style or substance of the draft templates. We recognize that each Stakeholder Group will encounter challenges as they work to develop a model for Board approval. To that end Staff is developing an additional draft Stakeholder Group Template that will offer similar support based on a review of the existing ICANN Bylaws, the recent Board resolutions and the relevant Board Governance Committee recommendations. We also recognize the particular challenge for the Non Commercial Stakeholders Group. The BGC Report clearly stated that the group must go "far beyond the membership of the current Non-Commercial Users Constituency (NCUC)" and "must consider educational, research, and philanthropic organizations, foundations, think tanks, members of academia, individual registrant groups and other noncommercial organizations, as well as individual registrants, as part of a Non-Commercial Stakeholders Group." In view of your efforts to date it is clear that you are trying to address that challenge head-on. It was evident in the recent GNSO Implementation Team meetings and even in discussion during this week's GNSO Council teleconference meeting, that there is still some community confusion about the new processes developed by the Working Group on GNSO Council Restructuring as ultimately approved by the Board and the Board-approved GNSO Improvement recommendations. We are quite mindful of the learning curve and are working to develop materials that will help all community members better understand and work through the interrelationships between interest groups, constituencies and Stakeholder Groups. Your continued willingness to engage in the process and offer your thoughts and ideas is most appreciated. Regards, Denise -- Denise Michel ICANN VP, Policy denise.michel@icann.org +1.408.429.3072 On Thu, Oct 16, 2008 at 5:34 AM, Milton L Mueller <mueller@syr.edu> wrote:

Denise:

Thanks for the effort to compile some information about the changes underway in the GNSO.

Unfortunately, there seems to be a rather large disconnect between what the staff has produced and what ICANN's actual GNSO participants are discussing and doing. To help your staff get more in touch with bottom-up developments, I've prepared this note.

Virtually everyone involved in the discussions of new stakeholder groups has figured out that it is not viable for the formation of constituency groups to be tied to GNSO Council seats.

Let me explain in very simple terms why this must be so.

The commercial and noncommercial stakeholder groups each get 6 seats on the user side of the Council. If adding a constituency means allocating a certain number of those fixed seats to the new constituency, then every time you add a constituency, the members of each existing constituency lose voting power. This makes the whole process into a zero-sum game, a power struggle. This is unnecessary and unproductive. And it is not difficult to imagine a situation in which you end up with 7 or 8 constituencies, and there are only 6 Council seats. What happens then?

Also, organizing things this way raises important questions about the relative size of constituencies. Should a constituency with, say 10 member organizations or individuals get the same number of Council seats as one with 20 or 30? How will the Board know about the relative size of each constituency, especially as it changes over time?

The overall effect of your approach, whether intended or not, is just to encourage splinter groups to form. Rather than encouraging more people and organizations to get involved in GNSO, it rewards existing participants to game the system by splitting off and forming new constituencies. And if you look at which groups are talking about forming new constituencies, that is exactly what you see: existing participants splintering off, no new participants.

It would be easier to have SG's as a whole elect the seats. That is what the NCSG plans to do. That gives new constituencies an incentive to bring in NEW organizations and participants, so that they can get more votes.

GNSO participants from a wide variety of perspectives – registrars, commercial, noncommercial -- have been discussing this for 2 months now, and I don't know of a single person who supports the view that Council seats should be tied to constituency recognition any more. And yet the forms you have prepared here seem to assume that they are.

More troublesome, either the staff or the Board – I don't know which – seems to be assuming that we need to be handed a top-down solution. That is really not very helpful at the current moment. It would be better for the Board to allow the nascent Stakeholder Groups to work out, among themselves, how to organize the transition to the new structure, and to put their proposals before the Board for approval or disapproval.

We will all be in Cairo. We have joint user meetings to discuss this. I look forward to your participation then.

--MM

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*From:* owner-liaison6c@gnso.icann.org [mailto: owner-liaison6c@gnso.icann.org] *On Behalf Of *Denise Michel *Sent:* Wednesday, October 15, 2008 5:02 PM *To:* council@gnso.icann.org; liaison6c; Cheryl Langdon-Orr; Janis Karklins; Alan Greenberg; Bertrand de La Chapelle *Subject:* [liaison6c] Follow-up on GNSO Restructuring/Improvements

Dear Community Members:

In advance of the 16 Oct. GNSO Council meeting, I wanted to provide everyone with the follow-up action items from the Board's most recent draft GNSO Restructuring Resolution (see draft resolution below and at < http://www.icann.org/en/minutes/prelim-report-01oct08.htm>). I'd be happy to elaborate on these during the Council call, or feel free to email questions to <policy-staff@icann.org>.

1) COUNCIL CHAIR -- The Board adopted the WG-GCR recommendation that the GNSO Council Chair be elected by a vote of 60% of both voting houses and each voting house has the flexibility to create a process for selecting its own Vice Chair. To address questions on whether a "back-up" process was needed in the event that a vote did not yield a Chair, the Board decided to ask the Council to consider this matter. "The Board directs the Council to develop a process for subsequent balloting, if needed, until a Council Chair is duly elected. This process should be developed before the first Chair election of the newly structured Council."

*ACTION: As the Council moves forward with GNSO Improvements implementation, this should be addressed and provided to the Board.

2) BOARD SEATS -- "The Board and General Counsel have outstanding questions about the WG-GCR recommendations regarding Board seat elections and directs Staff to share these with the community and seek additional input."

*ACTION: Staff will post outstanding questions and solicit input shortly.

3) VOTING THRESHOLDS -- The Board adopted all voting thresholds proposed by the WG-GCR Report. Concerns that implementation of GNSO Improvements (e.g. new PDP, working group model, etc) might necessitate additions to, or clarifications of, thresholds, the Board requested 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." (Note: this draft wording likely will be changed to avoid confusion; the Board expects to receive an overall plan for implementing restructuring; this is separate from the GNSO's effort to create a structure of committees and teams to start the GNSO Improvements implementation work.)

*ACTION: As the Council moves forward with GNSO Improvements implementation, this should be addressed and, if changes or additions are deemed necessary, they should be provided to the Board.

4) NEW/EXISTING CONSTITUENCIES -- The Board acknowledged Staff development of a "Notice of Intent" document for potential new constituencies (*see attached) and directed Staff "to develop a formal petition and charter template that will assist applicants in satisfying the formative criteria (consistent with the ICANN Bylaws) to facilitate the Board's evaluation of petitions to form new constituencies. Staff also is directed to work with the existing GNSO constituencies to design and develop a streamlined process along with appropriate mechanisms that will assist with the Board's timely recognition and approval of existing constituencies".

*ACTION: Attached is a "Notice of Intent" to solicit and publicly share information on entities interested in forming new constituencies, along with a proposed petition and charter template. Staff would appreciate receiving any input you may have by 28 Oct. Staff also is developing for your consideration a draft template for constituencies to use to enable the Board to "renew" constituencies. Since this is a new endeavor, Staff is offering a draft as a starting point for discussion. Staff will collect and share input with the community during the Cairo ICANN meeting.

5) STAKEHOLDER GROUPS — The Board "reinforced its support for the following principles pertaining to the formation of the new Stakeholder Groups, and requests that all constituency members and other relevant parties comply with the principles included in the BGC Working Group's GNSO Improvements Report approved by the Board in establishing the newly formed structures, including: the need to better represent the wide variety of groups and individuals that compose the global ICANN community, in a structure that can change more easily with the gTLD environment and stakeholders; and the inclusion of new actors/participants, where applicable, and the expansion of constituencies within Stakeholder Groups, where applicable." Further, Staff was directed to work with the GNSO community to develop "a set of streamlined processes (along with appropriate templates, tools, or other mechanisms) that will assist in the formation of these new Stakeholder Groups and also facilitate the Board's subsequent review and approval of those structures." The Board directed that plans for each of the four new Stakeholder Groups be submitted to the Board for consideration at the ICANN Mexico City Board meeting, and the plans "must be reviewed and approved by the Board before a newly structured GNSO Council is seated in June 2009. The Board will consider the need for interim action to fill Council seats in the event that it finds any Stakeholder Group plans to be deficient or delayed."

*ACTION: Staff will provide some initial draft material shortly to support community consideration and discussion.

6) ROLE/REPRESENTATION OF USERS — The Board requested additional community "dialogue and input on the appropriate role and representation of individual Internet users, including individual commercial and non-commercial Internet users, in the GNSO. Input from the GNSO, the ALAC and At-Large community, and any relevant applicants for new constituencies, would be particularly helpful and should address the inclusion of registrants and individual users in the GNSO in a manner that compliments the ALAC and its supporting structures, and ensures that registrants' and individual Internet users' gTLD interests are effectively represented within the GNSO."

*ACTION: Staff will post a public comment solicitation and will provide background information to encourage community consideration and input to the Board.

7) IMPLEMENTATION TIMETABLE — The Board amended its previous implementation timetable and directs that the transition to a new bicameral GNSO Council voting structure take place over a phased implementation schedule that begins immediately and ends in June 2009 with the seating of the new Council. The implementation phases will be as follows:

-Phase 1 - GNSO Council restructuring implementation plan submitted in advance of the December 2008 Board Meeting;

- Phase 2 - Existing Constituencies submit confirmation documents to the Board for review in advance of the February 2009 Board Meeting;

- Phase 3 - Stakeholder Groups submit formal plans for Board approval for consideration at the ICANN Mexico City Board meeting; and

- Phase 4 - Stakeholder Groups with plans approved by the Board select Council representatives, and the newly structured GNSO Council is seated by the June 2009 Asia-Pacific ICANN Meeting.

*ACTION — Staff will assist the GNSO in developing a restructuring implementation plan that the Board expects to receive later this year.

===================

-- GNSO Restructuring -- (Membership and Leadership Selection:)

It is, Resolved (2008.10.01.06), as recommended by the WG-GCR, the Board authorizes a third Council-level non-voting Nominating Committee Appointee to serve on the Council whose presence could preserve an independent aspect on the Council and could provide useful management support as the Council moves toward a working group management function.

It is, Resolved (2008.10.01.07), the Board authorizes the GNSO Council to elect a Chair consistent with the recommendation of the WG-GCR - that the GNSO Chair be elected by a vote of 60% of both voting houses and each voting house has the flexibility to create a process for selecting its own Vice Chair. The Board directs the Council to develop a process for subsequent balloting, if needed, until a Council Chair is duly elected. This process should be developed before the first Chair election of the newly structured Council.

It is, Resolved (2008.10.01.08), the Board and General Counsel have outstanding questions about the WG-GCR recommendations regarding Board seat elections and directs Staff to share these with the community and seek additional input.

-- GNSO Restructuring -- (Operational/Voting Considerations:)

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.

-- GNSO Restructuring -- (Stakeholder and Constituency Organizational Concerns:)

It is, Resolved (2008.10.01.10), the Board acknowledges Staff's development of the "Notice of Intent" documentation for potential new constituencies and directs Staff to develop a formal petition and charter template that will assist applicants in satisfying the formative criteria (consistent with the ICANN Bylaws) to facilitate the Board's evaluation of petitions to form new constituencies. Staff also is directed to work with the existing GNSO constituencies to design and develop a streamlined process along with appropriate mechanisms that will assist with the Board's timely recognition and approval of existing constituencies.

It is, Resolved (2008.10.01.11), the Board reinforces its support for the following principles pertaining to the formation of the new Stakeholder Groups, and requests that all constituency members and other relevant parties comply with the principles included in the BGC Working Group's GNSO Improvements Report approved by the Board in establishing the newly formed structures, including:

- The need to better represent the wide variety of groups and individuals that compose the global ICANN community, in a structure that can change more easily with the gTLD environment and stakeholders.

- The inclusion of new actors/participants, where applicable, and the expansion of constituencies within Stakeholder Groups, where applicable.

It is, further Resolved (2008.10.01.12), that the Board further directs Staff to work with existing constituencies to develop a set of streamlined processes (along with appropriate templates, tools, or other mechanisms) that will assist in the formation of these new Stakeholder Groups and also facilitate the Board's subsequent review and approval of those structures.

It is, Resolved (2008.10.01.13), the Board directs that plans for each of the four new Stakeholder Groups, that are consistent with the above principles, be submitted to the Board for consideration at the ICANN Mexico City Board meeting. The plans must be reviewed and approved by the Board before a newly structured GNSO Council is seated in June 2009. The Board will consider the need for interim action to fill Council seats in the event that it finds any Stakeholder Group plans to be deficient or delayed.

-- GNSO Restructuring -- (The Role of Individual Internet Users in the GNSO:)

It is, Resolved (2008.10.01.14), The Board requests additional community dialogue and input on the appropriate role and representation of individual Internet users, including individual commercial and non-commercial Internet users, in the GNSO. Input from the GNSO, the ALAC and At-Large community, and any relevant applicants for new constituencies, would be particularly helpful and should address the inclusion of registrants and individual users in the GNSO in a manner that compliments the ALAC and its supporting structures, and ensures that registrants' and individual Internet users' gTLD interests are effectively represented within the GNSO.

-- GNSO Restructuring -- (Implementation Timing:)

It is, Resolved (2008.10.01.15), the Board amends its previous implementation timetable and directs that the transition to a new bicameral GNSO Council voting structure take place over a phased implementation schedule that begins immediately and ends in June 2009 with the seating of the new Council. The implementation phases will be as follows:

Phase 1 - GNSO Council restructuring implementation plan submitted in advance of the December 2008 Board Meeting;

Phase 2 - Existing Constituencies submit confirmation documents to the Board for review in advance of the February 2009 Board Meeting;

Phase 3 - Stakeholder Groups submit formal plans for Board approval for consideration at the ICANN Mexico City Board meeting; and

Phase 4 - Stakeholder Groups with plans approved by the Board select Council representatives, and the newly structured GNSO Council is seated by the June 2009 Asia-Pacific ICANN Meeting.