Re: [CPWG] Fwd: Re: [registration-issues-wg] Fwd: ISOC sells PIR
B Corporation is a non-government certification. Just means you are one of the "good guys", but could imply how they wish to be perceived. Alan From: Justine Chew <justine.chew@gmail.com> Sent: November 13, 2019 10:04:24 PM EST To: Alan Greenberg <alan.greenberg@mcgill.ca> Cc: Maureen Hilyard <maureen.hilyard@gmail.com>, CPWG <cpwg@icann.org> Subject: Re: [CPWG] [registration-issues-wg] Fwd: ISOC sells PIR If they did want to, they would have to incorporate as such; I understand B Corporation status does not afford tax benefits enjoyed by non-profits with IRS 501(c) classification. Justine ----- On Thu, 14 Nov 2019 at 11:00, Alan Greenberg <alan.greenberg@mcgill.ca<mailto:alan.greenberg@mcgill.ca> > wrote: I agree that they are not likely to operate as a non-profit, but I presume they could if they really wanted to. Note also the reference to B Corporation status ( https://bcorporation.net/) Alan At 13/11/2019 09:32 PM, Justine Chew wrote: It is an outright sale of an asset, the proceeds of which go toward "an endowment fund" for ISOC projects/activities. No revenue sharing is involved. The announcement indicated that all projects and operations will continue as is under new ownership. With its policy on public/community benefit presumably driven and overseen by Ethos Capital's Stewardship Council - I wonder who they will put on this Council. PIR under Ethos Capital will lose its non-for-profit status, so there might be financial implication not to ISOC but possibly PIR's existing .org customers/registrants. We shall see. Justine ----- On Thu, 14 Nov 2019 at 10:21, Maureen Hilyard < maureen.hilyard@gmail.com<mailto:maureen.hilyard@gmail.com>> wrote: As Eduardo said there are lots of unknowns at present. Who knows? On Wed, 13 Nov 2019, 3:02 PM Alan Greenberg, <alan.greenberg@mcgill.ca<mailto:alan.greenberg@mcgill.ca> > wrote: Why will it have major implications on ISOC Chapters? Alan At 13/11/2019 02:52 PM, Maureen Hilyard wrote: I know for sure that this was not even hinted at during the last PIR Advisory Council meeting.. but it will have major implications for the ISOC chapters. What are they/ISOC thinking? Maureen On Wed, Nov 13, 2019 at 7:59 AM Marita Moll <mmoll@ca.inter.net<mailto:mmoll@ca.inter.net>> wrote: Had we known this was lurking in the background -- which it most certainly was at the time -- it might have been a different discussion. How much did ISOC know and when did they know it -- a question ISOC chapters might want to ask. Marita -------- Forwarded Message -------- Subject: ISOC sells PIR Date: Wed, 13 Nov 2019 17:38:29 +0000 From: Stephanie Perrin <stephanie.perrin@MAIL.UTORONTO.CA><mailto:stephanie.perrin@MAIL.UTORONTO.CA> Reply-To: Stephanie Perrin <stephanie.perrin@MAIL.UTORONTO.CA><mailto:stephanie.perrin@MAIL.UTORONTO.CA> To: NCSG-DISCUSS@LISTSERV.SYR.EDU<mailto:NCSG-DISCUSS@LISTSERV.SYR.EDU> I must say, this casts the decision to drop price caps for .org in a slightly different light. I will keep you posted as I learn more. https://www.businesswire.com/news/home/20191113005661/en/Ethos-Capital-Acqui... Stephanie Perrin NCSG Chair _______________________________________________ CPWG mailing list CPWG@icann.org<mailto:CPWG@icann.org> https://mm.icann.org/mailman/listinfo/cpwg _______________________________________________ By submitting your personal data, you consent to the processing of your personal data for purposes of subscribing to this mailing list accordance with the ICANN Privacy Policy ( <https://www.icann.org/privacy/policy> https://www.icann.org/privacy/policy) and the website Terms of Service ( <https://www.icann.org/privacy/tos> https://www.icann.org/privacy/tos). You can visit the Mailman link above to change your membership status or configuration, including unsubscribing, setting digest-style delivery or disabling delivery altogether (e.g., for a vacation), and so on. _______________________________________________ CPWG mailing list CPWG@icann.org<mailto:CPWG@icann.org> https://mm.icann.org/mailman/listinfo/cpwg _______________________________________________ By submitting your personal data, you consent to the processing of your personal data for purposes of subscribing to this mailing list accordance with the ICANN Privacy Policy ( <https://www.icann.org/privacy/policy> https://www.icann.org/privacy/policy) and the website Terms of Service ( <https://www.icann.org/privacy/tos> https://www.icann.org/privacy/tos). You can visit the Mailman link above to change your membership status or configuration, including unsubscribing, setting digest-style delivery or disabling delivery altogether (e.g., for a vacation), and so on. _______________________________________________ registration-issues-wg mailing list registration-issues-wg@atlarge-lists.icann.org<mailto:registration-issues-wg@atlarge-lists.icann.org> https://mm.icann.org/mailman/listinfo/registration-issues-wg _______________________________________________ By submitting your personal data, you consent to the processing of your personal data for purposes of subscribing to this mailing list accordance with the ICANN Privacy Policy ( <https://www.icann.org/privacy/policy> https://www.icann.org/privacy/policy) and the website Terms of Service ( <https://www.icann.org/privacy/tos> https://www.icann.org/privacy/tos). You can visit the Mailman link above to change your membership status or configuration, including unsubscribing, setting digest-style delivery or disabling delivery altogether (e.g., for a vacation), and so on. _______________________________________________ CPWG mailing list CPWG@icann.org<mailto:CPWG@icann.org> https://mm.icann.org/mailman/listinfo/cpwg _______________________________________________ By submitting your personal data, you consent to the processing of your personal data for purposes of subscribing to this mailing list accordance with the ICANN Privacy Policy ( https://www.icann.org/privacy/policy) and the website Terms of Service ( https://www.icann.org/privacy/tos). You can visit the Mailman link above to change your membership status or configuration, including unsubscribing, setting digest-style delivery or disabling delivery altogether (e.g., for a vacation), and so on.
On Wed, 13 Nov 2019 at 22:39, Alan Greenberg <alan.greenberg@mcgill.ca> wrote:
B Corporation is a non-government certification. Just means you are one of the "good guys", but could imply how they wish to be perceived.
B-Corp status is not officially recognized anywhere. Its most frequent invocation is *pre-funding* when a company is seeking socially-conscious investors. After funding, B-Corp status is pretty pointless and trivially circumvented. It's a PR stunt, no more and no less.
I would certainly assume that ISOC got a very decent amount of money from Ethos for the deal to go forward. At this point I would assume that ISOC has insured its way forward. However, what is still to be seen is the effect on the .org prices, hopefully going forward they would have special prices for non profits. Hadia Sent from my iPhone On Nov 14, 2019, at 1:14 PM, Evan Leibovitch <evan@telly.org> wrote: On Wed, 13 Nov 2019 at 22:39, Alan Greenberg <alan.greenberg@mcgill.ca<mailto:alan.greenberg@mcgill.ca>> wrote: B Corporation is a non-government certification. Just means you are one of the "good guys", but could imply how they wish to be perceived. B-Corp status is not officially recognized anywhere. Its most frequent invocation is pre-funding when a company is seeking socially-conscious investors. After funding, B-Corp status is pretty pointless and trivially circumvented. It's a PR stunt, no more and no less. _______________________________________________ CPWG mailing list CPWG@icann.org https://mm.icann.org/mailman/listinfo/cpwg _______________________________________________ By submitting your personal data, you consent to the processing of your personal data for purposes of subscribing to this mailing list accordance with the ICANN Privacy Policy (https://www.icann.org/privacy/policy) and the website Terms of Service (https://www.icann.org/privacy/tos). You can visit the Mailman link above to change your membership status or configuration, including unsubscribing, setting digest-style delivery or disabling delivery altogether (e.g., for a vacation), and so on.
On Mon, 18 Nov 2019 at 09:16, Hadia Abdelsalam Mokhtar EL miniawi < Hadia@tra.gov.eg> wrote:
I would certainly assume that ISOC got a very decent amount of money from Ethos for the deal to go forward. At this point I would assume that ISOC has insured its way forward. However, what is still to be seen is the effect on the .org prices, hopefully going forward they would have special prices for non profits.
Two factors come to mind in considering the long term effects of the sale, over and above the financial-stability component of which we are all aware. Consider: *The substance:* PIR was more than just an ISOC asset. The Internet Society was custodian of the only global top-level domain that was, by nature and its very name, acting in the public interest. In a sea of TLD sharks, dot-org could be seen as a body that brought both financial stability to ISOC and social responsibility among the registries. Its size and nonprofit status would keep costs down and corporate direction serving a social mission. Its competitive presence could tamp down the excesses of the industry. And now that's gone. More important than the divestment of PIR is its change from nonprofit to Just Another Shareholder-Value-Maximizing part of the domain ecosystem, its uniqueness vanished in an instant. In the aim of maximizing its own revenue ISOC has eliminated from the the Internet the only publicly-accessible nonprofit gTLD. Gone is this substantial voice of public-interest sanity within the registry community, replaced by an entity barely more ethically motivated than Donuts. As a dot-org "owner", this hurts personally. But as someone trying to advance Internet domains as a component of progress, this hurts on a global scale. Stewardship of a socially-motivated registry was one of ISOC's core global functions IMO. With that gone, so is part of ISOC's value. *The process:* The path that led to the divestment of PIR, both before and after the decision had been made, has laid bare a core ISOC culture that is the opposite of the openness it asks the world to embrace. At a level of fiscal responsibility, ISOC's action was exactly what one would expect any for-profit entity to do. Maximize benefit through a secretive process that catches everyone unaware -- not just of the transaction but of the urgency to do it, Except ISOC is not a for-profit entity. It displays itself to the world as a community body that encourages involvement at a personal, regional, institutional or national scale. It has carefully crafted and evolved a Chapters Advisory Council explicitly designed to provide management with the view from the grassroots, alongside a parallel Council for corporate participants. This was combined with global virtual events such as InterCommunity that were created to give ISOC a global awareness of what was needed to promote a more-open Internet. And it has always had an individual-membership program, which isn't really talked about these days as these "members" have neither any costs nor any benefits. None of these mechanisms were employed, none of these entities consulted, before or after the decision, even under NDA. The community wasn't even aware that PIR was being shopped around. As a result, there was no open solicitation, no publicly-competitive process, no opportunity for any other firm to make a counter-offer that might keep PIR nonprofit. We'll never know. Or maybe it wasn't shopped around and someone just made ISOC an offer it couldn't refuse. But ISOC isn't Jack Woltz. The community had no idea of any sense of urgency to sell PIR, and certainly was never consulted about the ethics or consequences of turning PIR for-profit. The common nonprofit practice of having major decisions ratified by stakeholders at an AGM is also nowhere in sight. So now we know the reality of ISOC's corporate culture. Promote openness and consultation when convenient, but be opaque when it matters. I don't know if ISOC considers me a stakeholder, or for that matter anyone else on this list, any Chapter or any Organization Member. In fact right now I have no idea who ISOC considers its stakeholders to be; it certainly didn't consult any before the fact or ask for any blessings afterwards. Not even informally. So who shows up at the AGM? Just the Trustees? In any case, the deal is essentially done. ISOC clearly appears to have assured its financial stability, which is certainly a Good Thing. But with a crown jewel of the Internet fading away and the shallowness of its commitment to openness and community exposed in the process, it is legitimate to ask whether ISOC has sold more than a registry. We won't know the answer to that for a while - Evan
I agree with Evan. This is an astounding sort sighted deal by ISOC which essentially squandered the trust of it's membership for financial gain. Trust is the most precious commodity of any non profit and hard to regain once lost. Furthermore, ALAC and CPWG should urgently amend our advice on the contractual issue to reflect new situation. I am no longer in support on this issue. Sent from my Pixel 3XL John Laprise, Ph.D. Show quoted text Sent from my Pixel 3XL John Laprise, Ph.D. On Tue, Nov 19, 2019, 3:58 AM Evan Leibovitch <evan@telly.org> wrote:
On Mon, 18 Nov 2019 at 09:16, Hadia Abdelsalam Mokhtar EL miniawi < Hadia@tra.gov.eg> wrote:
I would certainly assume that ISOC got a very decent amount of money from Ethos for the deal to go forward. At this point I would assume that ISOC has insured its way forward. However, what is still to be seen is the effect on the .org prices, hopefully going forward they would have special prices for non profits.
Two factors come to mind in considering the long term effects of the sale, over and above the financial-stability component of which we are all aware. Consider:
*The substance:*
PIR was more than just an ISOC asset. The Internet Society was custodian of the only global top-level domain that was, by nature and its very name, acting in the public interest. In a sea of TLD sharks, dot-org could be seen as a body that brought both financial stability to ISOC and social responsibility among the registries. Its size and nonprofit status would keep costs down and corporate direction serving a social mission. Its competitive presence could tamp down the excesses of the industry.
And now that's gone. More important than the divestment of PIR is its change from nonprofit to Just Another Shareholder-Value-Maximizing part of the domain ecosystem, its uniqueness vanished in an instant. In the aim of maximizing its own revenue ISOC has eliminated from the the Internet the only publicly-accessible nonprofit gTLD. Gone is this substantial voice of public-interest sanity within the registry community, replaced by an entity barely more ethically motivated than Donuts. As a dot-org "owner", this hurts personally. But as someone trying to advance Internet domains as a component of progress, this hurts on a global scale.
Stewardship of a socially-motivated registry was one of ISOC's core global functions IMO. With that gone, so is part of ISOC's value.
*The process:*
The path that led to the divestment of PIR, both before and after the decision had been made, has laid bare a core ISOC culture that is the opposite of the openness it asks the world to embrace. At a level of fiscal responsibility, ISOC's action was exactly what one would expect any for-profit entity to do. Maximize benefit through a secretive process that catches everyone unaware -- not just of the transaction but of the urgency to do it,
Except ISOC is not a for-profit entity. It displays itself to the world as a community body that encourages involvement at a personal, regional, institutional or national scale. It has carefully crafted and evolved a Chapters Advisory Council explicitly designed to provide management with the view from the grassroots, alongside a parallel Council for corporate participants. This was combined with global virtual events such as InterCommunity that were created to give ISOC a global awareness of what was needed to promote a more-open Internet. And it has always had an individual-membership program, which isn't really talked about these days as these "members" have neither any costs nor any benefits.
None of these mechanisms were employed, none of these entities consulted, before or after the decision, even under NDA. The community wasn't even aware that PIR was being shopped around. As a result, there was no open solicitation, no publicly-competitive process, no opportunity for any other firm to make a counter-offer that might keep PIR nonprofit. We'll never know. Or maybe it wasn't shopped around and someone just made ISOC an offer it couldn't refuse. But ISOC isn't Jack Woltz. The community had no idea of any sense of urgency to sell PIR, and certainly was never consulted about the ethics or consequences of turning PIR for-profit. The common nonprofit practice of having major decisions ratified by stakeholders at an AGM is also nowhere in sight.
So now we know the reality of ISOC's corporate culture. Promote openness and consultation when convenient, but be opaque when it matters.
I don't know if ISOC considers me a stakeholder, or for that matter anyone else on this list, any Chapter or any Organization Member. In fact right now I have no idea who ISOC considers its stakeholders to be; it certainly didn't consult any before the fact or ask for any blessings afterwards. Not even informally. So who shows up at the AGM? Just the Trustees?
In any case, the deal is essentially done. ISOC clearly appears to have assured its financial stability, which is certainly a Good Thing. But with a crown jewel of the Internet fading away and the shallowness of its commitment to openness and community exposed in the process, it is legitimate to ask whether ISOC has sold more than a registry.
We won't know the answer to that for a while - Evan _______________________________________________ CPWG mailing list CPWG@icann.org https://mm.icann.org/mailman/listinfo/cpwg
_______________________________________________ By submitting your personal data, you consent to the processing of your personal data for purposes of subscribing to this mailing list accordance with the ICANN Privacy Policy (https://www.icann.org/privacy/policy) and the website Terms of Service (https://www.icann.org/privacy/tos). You can visit the Mailman link above to change your membership status or configuration, including unsubscribing, setting digest-style delivery or disabling delivery altogether (e.g., for a vacation), and so on.
On what issue John? Alan -- Sent from my mobile. Please excuse brevity and typos. On November 19, 2019 1:31:18 PM EST, John Laprise <jlaprise@gmail.com> wrote: I agree with Evan. This is an astounding sort sighted deal by ISOC which essentially squandered the trust of it's membership for financial gain. Trust is the most precious commodity of any non profit and hard to regain once lost. Furthermore, ALAC and CPWG should urgently amend our advice on the contractual issue to reflect new situation. I am no longer in support on this issue. Sent from my Pixel 3XL John Laprise, Ph.D. Show quoted text Sent from my Pixel 3XL John Laprise, Ph.D. On Tue, Nov 19, 2019, 3:58 AM Evan Leibovitch <evan@telly.org<mailto:evan@telly.org>> wrote: On Mon, 18 Nov 2019 at 09:16, Hadia Abdelsalam Mokhtar EL miniawi <Hadia@tra.gov.eg<mailto:Hadia@tra.gov.eg>> wrote: I would certainly assume that ISOC got a very decent amount of money from Ethos for the deal to go forward. At this point I would assume that ISOC has insured its way forward. However, what is still to be seen is the effect on the .org prices, hopefully going forward they would have special prices for non profits. Two factors come to mind in considering the long term effects of the sale, over and above the financial-stability component of which we are all aware. Consider: The substance: PIR was more than just an ISOC asset. The Internet Society was custodian of the only global top-level domain that was, by nature and its very name, acting in the public interest. In a sea of TLD sharks, dot-org could be seen as a body that brought both financial stability to ISOC and social responsibility among the registries. Its size and nonprofit status would keep costs down and corporate direction serving a social mission. Its competitive presence could tamp down the excesses of the industry. And now that's gone. More important than the divestment of PIR is its change from nonprofit to Just Another Shareholder-Value-Maximizing part of the domain ecosystem, its uniqueness vanished in an instant. In the aim of maximizing its own revenue ISOC has eliminated from the the Internet the only publicly-accessible nonprofit gTLD. Gone is this substantial voice of public-interest sanity within the registry community, replaced by an entity barely more ethically motivated than Donuts. As a dot-org "owner", this hurts personally. But as someone trying to advance Internet domains as a component of progress, this hurts on a global scale. Stewardship of a socially-motivated registry was one of ISOC's core global functions IMO. With that gone, so is part of ISOC's value. The process: The path that led to the divestment of PIR, both before and after the decision had been made, has laid bare a core ISOC culture that is the opposite of the openness it asks the world to embrace. At a level of fiscal responsibility, ISOC's action was exactly what one would expect any for-profit entity to do. Maximize benefit through a secretive process that catches everyone unaware -- not just of the transaction but of the urgency to do it, Except ISOC is not a for-profit entity. It displays itself to the world as a community body that encourages involvement at a personal, regional, institutional or national scale. It has carefully crafted and evolved a Chapters Advisory Council explicitly designed to provide management with the view from the grassroots, alongside a parallel Council for corporate participants. This was combined with global virtual events such as InterCommunity that were created to give ISOC a global awareness of what was needed to promote a more-open Internet. And it has always had an individual-membership program, which isn't really talked about these days as these "members" have neither any costs nor any benefits. None of these mechanisms were employed, none of these entities consulted, before or after the decision, even under NDA. The community wasn't even aware that PIR was being shopped around. As a result, there was no open solicitation, no publicly-competitive process, no opportunity for any other firm to make a counter-offer that might keep PIR nonprofit. We'll never know. Or maybe it wasn't shopped around and someone just made ISOC an offer it couldn't refuse. But ISOC isn't Jack Woltz. The community had no idea of any sense of urgency to sell PIR, and certainly was never consulted about the ethics or consequences of turning PIR for-profit. The common nonprofit practice of having major decisions ratified by stakeholders at an AGM is also nowhere in sight. So now we know the reality of ISOC's corporate culture. Promote openness and consultation when convenient, but be opaque when it matters. I don't know if ISOC considers me a stakeholder, or for that matter anyone else on this list, any Chapter or any Organization Member. In fact right now I have no idea who ISOC considers its stakeholders to be; it certainly didn't consult any before the fact or ask for any blessings afterwards. Not even informally. So who shows up at the AGM? Just the Trustees? In any case, the deal is essentially done. ISOC clearly appears to have assured its financial stability, which is certainly a Good Thing. But with a crown jewel of the Internet fading away and the shallowness of its commitment to openness and community exposed in the process, it is legitimate to ask whether ISOC has sold more than a registry. We won't know the answer to that for a while [https://ssl.gstatic.com/ui/v1/icons/mail/images/cleardot.gif] - Evan _______________________________________________ CPWG mailing list CPWG@icann.org<mailto:CPWG@icann.org> https://mm.icann.org/mailman/listinfo/cpwg _______________________________________________ By submitting your personal data, you consent to the processing of your personal data for purposes of subscribing to this mailing list accordance with the ICANN Privacy Policy (https://www.icann.org/privacy/policy) and the website Terms of Service (https://www.icann.org/privacy/tos). You can visit the Mailman link above to change your membership status or configuration, including unsubscribing, setting digest-style delivery or disabling delivery altogether (e.g., for a vacation), and so on.
On the advice we issued on the change in contractual terms. It's within ALAC's remit to issue advice on anything and this is exactly the kind of situation that allows us to nimbly address a situation. George Kirikos mentioned the s contingency in the list but by that time I'm pretty sure he had established himself as shrill and was in the process of being report to the ombudsman. We can ask the board to examine options here because we issued advice in good faith and expectation of ISOC being a good Steward of .org. selling it off to a VC firm was not something I considered likely and had I, would not have advocated in the way I did. Sent from my Pixel 3XL John Laprise, Ph.D. On Tue, Nov 19, 2019, 1:22 PM Alan Greenberg <alan.greenberg@mcgill.ca> wrote:
On what issue John?
Alan -- Sent from my mobile. Please excuse brevity and typos.
On November 19, 2019 1:31:18 PM EST, John Laprise <jlaprise@gmail.com> wrote:
I agree with Evan. This is an astounding sort sighted deal by ISOC which essentially squandered the trust of it's membership for financial gain. Trust is the most precious commodity of any non profit and hard to regain once lost.
Furthermore, ALAC and CPWG should urgently amend our advice on the contractual issue to reflect new situation. I am no longer in support on this issue.
Sent from my Pixel 3XL
John Laprise, Ph.D. Show quoted text
Sent from my Pixel 3XL
John Laprise, Ph.D.
On Tue, Nov 19, 2019, 3:58 AM Evan Leibovitch <evan@telly.org> wrote:
On Mon, 18 Nov 2019 at 09:16, Hadia Abdelsalam Mokhtar EL miniawi < Hadia@tra.gov.eg> wrote:
I would certainly assume that ISOC got a very decent amount of money from Ethos for the deal to go forward. At this point I would assume that ISOC has insured its way forward. However, what is still to be seen is the effect on the .org prices, hopefully going forward they would have special prices for non profits.
Two factors come to mind in considering the long term effects of the sale, over and above the financial-stability component of which we are all aware. Consider:
*The substance:*
PIR was more than just an ISOC asset. The Internet Society was custodian of the only global top-level domain that was, by nature and its very name, acting in the public interest. In a sea of TLD sharks, dot-org could be seen as a body that brought both financial stability to ISOC and social responsibility among the registries. Its size and nonprofit status would keep costs down and corporate direction serving a social mission. Its competitive presence could tamp down the excesses of the industry.
And now that's gone. More important than the divestment of PIR is its change from nonprofit to Just Another Shareholder-Value-Maximizing part of the domain ecosystem, its uniqueness vanished in an instant. In the aim of maximizing its own revenue ISOC has eliminated from the the Internet the only publicly-accessible nonprofit gTLD. Gone is this substantial voice of public-interest sanity within the registry community, replaced by an entity barely more ethically motivated than Donuts. As a dot-org "owner", this hurts personally. But as someone trying to advance Internet domains as a component of progress, this hurts on a global scale.
Stewardship of a socially-motivated registry was one of ISOC's core global functions IMO. With that gone, so is part of ISOC's value.
*The process:*
The path that led to the divestment of PIR, both before and after the decision had been made, has laid bare a core ISOC culture that is the opposite of the openness it asks the world to embrace. At a level of fiscal responsibility, ISOC's action was exactly what one would expect any for-profit entity to do. Maximize benefit through a secretive process that catches everyone unaware -- not just of the transaction but of the urgency to do it,
Except ISOC is not a for-profit entity. It displays itself to the world as a community body that encourages involvement at a personal, regional, institutional or national scale. It has carefully crafted and evolved a Chapters Advisory Council explicitly designed to provide management with the view from the grassroots, alongside a parallel Council for corporate participants. This was combined with global virtual events such as InterCommunity that were created to give ISOC a global awareness of what was needed to promote a more-open Internet. And it has always had an individual-membership program, which isn't really talked about these days as these "members" have neither any costs nor any benefits.
None of these mechanisms were employed, none of these entities consulted, before or after the decision, even under NDA. The community wasn't even aware that PIR was being shopped around. As a result, there was no open solicitation, no publicly-competitive process, no opportunity for any other firm to make a counter-offer that might keep PIR nonprofit. We'll never know. Or maybe it wasn't shopped around and someone just made ISOC an offer it couldn't refuse. But ISOC isn't Jack Woltz. The community had no idea of any sense of urgency to sell PIR, and certainly was never consulted about the ethics or consequences of turning PIR for-profit. The common nonprofit practice of having major decisions ratified by stakeholders at an AGM is also nowhere in sight.
So now we know the reality of ISOC's corporate culture. Promote openness and consultation when convenient, but be opaque when it matters.
I don't know if ISOC considers me a stakeholder, or for that matter anyone else on this list, any Chapter or any Organization Member. In fact right now I have no idea who ISOC considers its stakeholders to be; it certainly didn't consult any before the fact or ask for any blessings afterwards. Not even informally. So who shows up at the AGM? Just the Trustees?
In any case, the deal is essentially done. ISOC clearly appears to have assured its financial stability, which is certainly a Good Thing. But with a crown jewel of the Internet fading away and the shallowness of its commitment to openness and community exposed in the process, it is legitimate to ask whether ISOC has sold more than a registry.
We won't know the answer to that for a while - Evan _______________________________________________ CPWG mailing list CPWG@icann.org https://mm.icann.org/mailman/listinfo/cpwg
_______________________________________________ By submitting your personal data, you consent to the processing of your personal data for purposes of subscribing to this mailing list accordance with the ICANN Privacy Policy (https://www.icann.org/privacy/policy) and the website Terms of Service (https://www.icann.org/privacy/tos). You can visit the Mailman link above to change your membership status or configuration, including unsubscribing, setting digest-style delivery or disabling delivery altogether (e.g., for a vacation), and so on.
Or there could be totally new advice asking ICANN to re-delegate .ORG back to a nonprofit. It has that authority. https://gizmodo.com/private-equity-ghouls-buy-non-profit-that-handles-org-18... On Tue, 19 Nov 2019 at 17:25, John Laprise <jlaprise@gmail.com> wrote:
On the advice we issued on the change in contractual terms. It's within ALAC's remit to issue advice on anything and this is exactly the kind of situation that allows us to nimbly address a situation. George Kirikos mentioned the s contingency in the list but by that time I'm pretty sure he had established himself as shrill and was in the process of being report to the ombudsman. We can ask the board to examine options here because we issued advice in good faith and expectation of ISOC being a good Steward of .org. selling it off to a VC firm was not something I considered likely and had I, would not have advocated in the way I did.
Sent from my Pixel 3XL
John Laprise, Ph.D.
On Tue, Nov 19, 2019, 1:22 PM Alan Greenberg <alan.greenberg@mcgill.ca> wrote:
On what issue John?
Alan -- Sent from my mobile. Please excuse brevity and typos.
On November 19, 2019 1:31:18 PM EST, John Laprise <jlaprise@gmail.com> wrote:
I agree with Evan. This is an astounding sort sighted deal by ISOC which essentially squandered the trust of it's membership for financial gain. Trust is the most precious commodity of any non profit and hard to regain once lost.
Furthermore, ALAC and CPWG should urgently amend our advice on the contractual issue to reflect new situation. I am no longer in support on this issue.
Sent from my Pixel 3XL
John Laprise, Ph.D. Show quoted text
Sent from my Pixel 3XL
John Laprise, Ph.D.
On Tue, Nov 19, 2019, 3:58 AM Evan Leibovitch <evan@telly.org> wrote:
On Mon, 18 Nov 2019 at 09:16, Hadia Abdelsalam Mokhtar EL miniawi < Hadia@tra.gov.eg> wrote:
I would certainly assume that ISOC got a very decent amount of money from Ethos for the deal to go forward. At this point I would assume that ISOC has insured its way forward. However, what is still to be seen is the effect on the .org prices, hopefully going forward they would have special prices for non profits.
Two factors come to mind in considering the long term effects of the sale, over and above the financial-stability component of which we are all aware. Consider:
*The substance:*
PIR was more than just an ISOC asset. The Internet Society was custodian of the only global top-level domain that was, by nature and its very name, acting in the public interest. In a sea of TLD sharks, dot-org could be seen as a body that brought both financial stability to ISOC and social responsibility among the registries. Its size and nonprofit status would keep costs down and corporate direction serving a social mission. Its competitive presence could tamp down the excesses of the industry.
And now that's gone. More important than the divestment of PIR is its change from nonprofit to Just Another Shareholder-Value-Maximizing part of the domain ecosystem, its uniqueness vanished in an instant. In the aim of maximizing its own revenue ISOC has eliminated from the the Internet the only publicly-accessible nonprofit gTLD. Gone is this substantial voice of public-interest sanity within the registry community, replaced by an entity barely more ethically motivated than Donuts. As a dot-org "owner", this hurts personally. But as someone trying to advance Internet domains as a component of progress, this hurts on a global scale.
Stewardship of a socially-motivated registry was one of ISOC's core global functions IMO. With that gone, so is part of ISOC's value.
*The process:*
The path that led to the divestment of PIR, both before and after the decision had been made, has laid bare a core ISOC culture that is the opposite of the openness it asks the world to embrace. At a level of fiscal responsibility, ISOC's action was exactly what one would expect any for-profit entity to do. Maximize benefit through a secretive process that catches everyone unaware -- not just of the transaction but of the urgency to do it,
Except ISOC is not a for-profit entity. It displays itself to the world as a community body that encourages involvement at a personal, regional, institutional or national scale. It has carefully crafted and evolved a Chapters Advisory Council explicitly designed to provide management with the view from the grassroots, alongside a parallel Council for corporate participants. This was combined with global virtual events such as InterCommunity that were created to give ISOC a global awareness of what was needed to promote a more-open Internet. And it has always had an individual-membership program, which isn't really talked about these days as these "members" have neither any costs nor any benefits.
None of these mechanisms were employed, none of these entities consulted, before or after the decision, even under NDA. The community wasn't even aware that PIR was being shopped around. As a result, there was no open solicitation, no publicly-competitive process, no opportunity for any other firm to make a counter-offer that might keep PIR nonprofit. We'll never know. Or maybe it wasn't shopped around and someone just made ISOC an offer it couldn't refuse. But ISOC isn't Jack Woltz. The community had no idea of any sense of urgency to sell PIR, and certainly was never consulted about the ethics or consequences of turning PIR for-profit. The common nonprofit practice of having major decisions ratified by stakeholders at an AGM is also nowhere in sight.
So now we know the reality of ISOC's corporate culture. Promote openness and consultation when convenient, but be opaque when it matters.
I don't know if ISOC considers me a stakeholder, or for that matter anyone else on this list, any Chapter or any Organization Member. In fact right now I have no idea who ISOC considers its stakeholders to be; it certainly didn't consult any before the fact or ask for any blessings afterwards. Not even informally. So who shows up at the AGM? Just the Trustees?
In any case, the deal is essentially done. ISOC clearly appears to have assured its financial stability, which is certainly a Good Thing. But with a crown jewel of the Internet fading away and the shallowness of its commitment to openness and community exposed in the process, it is legitimate to ask whether ISOC has sold more than a registry.
We won't know the answer to that for a while - Evan _______________________________________________ CPWG mailing list CPWG@icann.org https://mm.icann.org/mailman/listinfo/cpwg
_______________________________________________ By submitting your personal data, you consent to the processing of your personal data for purposes of subscribing to this mailing list accordance with the ICANN Privacy Policy (https://www.icann.org/privacy/policy) and the website Terms of Service (https://www.icann.org/privacy/tos). You can visit the Mailman link above to change your membership status or configuration, including unsubscribing, setting digest-style delivery or disabling delivery altogether (e.g., for a vacation), and so on.
-- Evan Leibovitch, Toronto Canada @evanleibovitch or @el56
Oh I like that idea! Sent from my Pixel 3XL John Laprise, Ph.D. On Wed, Nov 20, 2019, 6:33 AM Evan Leibovitch <evan@telly.org> wrote:
Or there could be totally new advice asking ICANN to re-delegate .ORG back to a nonprofit. It has that authority.
https://gizmodo.com/private-equity-ghouls-buy-non-profit-that-handles-org-18...
On Tue, 19 Nov 2019 at 17:25, John Laprise <jlaprise@gmail.com> wrote:
On the advice we issued on the change in contractual terms. It's within ALAC's remit to issue advice on anything and this is exactly the kind of situation that allows us to nimbly address a situation. George Kirikos mentioned the s contingency in the list but by that time I'm pretty sure he had established himself as shrill and was in the process of being report to the ombudsman. We can ask the board to examine options here because we issued advice in good faith and expectation of ISOC being a good Steward of .org. selling it off to a VC firm was not something I considered likely and had I, would not have advocated in the way I did.
Sent from my Pixel 3XL
John Laprise, Ph.D.
On Tue, Nov 19, 2019, 1:22 PM Alan Greenberg <alan.greenberg@mcgill.ca> wrote:
On what issue John?
Alan -- Sent from my mobile. Please excuse brevity and typos.
On November 19, 2019 1:31:18 PM EST, John Laprise <jlaprise@gmail.com> wrote:
I agree with Evan. This is an astounding sort sighted deal by ISOC which essentially squandered the trust of it's membership for financial gain. Trust is the most precious commodity of any non profit and hard to regain once lost.
Furthermore, ALAC and CPWG should urgently amend our advice on the contractual issue to reflect new situation. I am no longer in support on this issue.
Sent from my Pixel 3XL
John Laprise, Ph.D. Show quoted text
Sent from my Pixel 3XL
John Laprise, Ph.D.
On Tue, Nov 19, 2019, 3:58 AM Evan Leibovitch <evan@telly.org> wrote:
On Mon, 18 Nov 2019 at 09:16, Hadia Abdelsalam Mokhtar EL miniawi < Hadia@tra.gov.eg> wrote:
I would certainly assume that ISOC got a very decent amount of money from Ethos for the deal to go forward. At this point I would assume that ISOC has insured its way forward. However, what is still to be seen is the effect on the .org prices, hopefully going forward they would have special prices for non profits.
Two factors come to mind in considering the long term effects of the sale, over and above the financial-stability component of which we are all aware. Consider:
*The substance:*
PIR was more than just an ISOC asset. The Internet Society was custodian of the only global top-level domain that was, by nature and its very name, acting in the public interest. In a sea of TLD sharks, dot-org could be seen as a body that brought both financial stability to ISOC and social responsibility among the registries. Its size and nonprofit status would keep costs down and corporate direction serving a social mission. Its competitive presence could tamp down the excesses of the industry.
And now that's gone. More important than the divestment of PIR is its change from nonprofit to Just Another Shareholder-Value-Maximizing part of the domain ecosystem, its uniqueness vanished in an instant. In the aim of maximizing its own revenue ISOC has eliminated from the the Internet the only publicly-accessible nonprofit gTLD. Gone is this substantial voice of public-interest sanity within the registry community, replaced by an entity barely more ethically motivated than Donuts. As a dot-org "owner", this hurts personally. But as someone trying to advance Internet domains as a component of progress, this hurts on a global scale.
Stewardship of a socially-motivated registry was one of ISOC's core global functions IMO. With that gone, so is part of ISOC's value.
*The process:*
The path that led to the divestment of PIR, both before and after the decision had been made, has laid bare a core ISOC culture that is the opposite of the openness it asks the world to embrace. At a level of fiscal responsibility, ISOC's action was exactly what one would expect any for-profit entity to do. Maximize benefit through a secretive process that catches everyone unaware -- not just of the transaction but of the urgency to do it,
Except ISOC is not a for-profit entity. It displays itself to the world as a community body that encourages involvement at a personal, regional, institutional or national scale. It has carefully crafted and evolved a Chapters Advisory Council explicitly designed to provide management with the view from the grassroots, alongside a parallel Council for corporate participants. This was combined with global virtual events such as InterCommunity that were created to give ISOC a global awareness of what was needed to promote a more-open Internet. And it has always had an individual-membership program, which isn't really talked about these days as these "members" have neither any costs nor any benefits.
None of these mechanisms were employed, none of these entities consulted, before or after the decision, even under NDA. The community wasn't even aware that PIR was being shopped around. As a result, there was no open solicitation, no publicly-competitive process, no opportunity for any other firm to make a counter-offer that might keep PIR nonprofit. We'll never know. Or maybe it wasn't shopped around and someone just made ISOC an offer it couldn't refuse. But ISOC isn't Jack Woltz. The community had no idea of any sense of urgency to sell PIR, and certainly was never consulted about the ethics or consequences of turning PIR for-profit. The common nonprofit practice of having major decisions ratified by stakeholders at an AGM is also nowhere in sight.
So now we know the reality of ISOC's corporate culture. Promote openness and consultation when convenient, but be opaque when it matters.
I don't know if ISOC considers me a stakeholder, or for that matter anyone else on this list, any Chapter or any Organization Member. In fact right now I have no idea who ISOC considers its stakeholders to be; it certainly didn't consult any before the fact or ask for any blessings afterwards. Not even informally. So who shows up at the AGM? Just the Trustees?
In any case, the deal is essentially done. ISOC clearly appears to have assured its financial stability, which is certainly a Good Thing. But with a crown jewel of the Internet fading away and the shallowness of its commitment to openness and community exposed in the process, it is legitimate to ask whether ISOC has sold more than a registry.
We won't know the answer to that for a while - Evan _______________________________________________ CPWG mailing list CPWG@icann.org https://mm.icann.org/mailman/listinfo/cpwg
_______________________________________________ By submitting your personal data, you consent to the processing of your personal data for purposes of subscribing to this mailing list accordance with the ICANN Privacy Policy ( https://www.icann.org/privacy/policy) and the website Terms of Service (https://www.icann.org/privacy/tos). You can visit the Mailman link above to change your membership status or configuration, including unsubscribing, setting digest-style delivery or disabling delivery altogether (e.g., for a vacation), and so on.
-- Evan Leibovitch, Toronto Canada @evanleibovitch or @el56
I also think we should consider that idea. Marita On 11/20/2019 9:21 AM, John Laprise wrote:
Oh I like that idea!
Sent from my Pixel 3XL
John Laprise, Ph.D.
On Wed, Nov 20, 2019, 6:33 AM Evan Leibovitch <evan@telly.org <mailto:evan@telly.org>> wrote:
Or there could be totally new advice asking ICANN to re-delegate .ORG back to a nonprofit. It has that authority.
https://gizmodo.com/private-equity-ghouls-buy-non-profit-that-handles-org-18...
On Tue, 19 Nov 2019 at 17:25, John Laprise <jlaprise@gmail.com <mailto:jlaprise@gmail.com>> wrote:
On the advice we issued on the change in contractual terms. It's within ALAC's remit to issue advice on anything and this is exactly the kind of situation that allows us to nimbly address a situation. George Kirikos mentioned the s contingency in the list but by that time I'm pretty sure he had established himself as shrill and was in the process of being report to the ombudsman. We can ask the board to examine options here because we issued advice in good faith and expectation of ISOC being a good Steward of .org. selling it off to a VC firm was not something I considered likely and had I, would not have advocated in the way I did.
Sent from my Pixel 3XL
John Laprise, Ph.D.
On Tue, Nov 19, 2019, 1:22 PM Alan Greenberg <alan.greenberg@mcgill.ca <mailto:alan.greenberg@mcgill.ca>> wrote:
On what issue John?
Alan -- Sent from my mobile. Please excuse brevity and typos.
On November 19, 2019 1:31:18 PM EST, John Laprise <jlaprise@gmail.com <mailto:jlaprise@gmail.com>> wrote:
I agree with Evan. This is an astounding sort sighted deal by ISOC which essentially squandered the trust of it's membership for financial gain. Trust is the most precious commodity of any non profit and hard to regain once lost.
Furthermore, ALAC and CPWG should urgently amend our advice on the contractual issue to reflect new situation. I am no longer in support on this issue.
Sent from my Pixel 3XL
John Laprise, Ph.D. Show quoted text
Sent from my Pixel 3XL
John Laprise, Ph.D.
On Tue, Nov 19, 2019, 3:58 AM Evan Leibovitch <evan@telly.org <mailto:evan@telly.org>> wrote:
On Mon, 18 Nov 2019 at 09:16, Hadia Abdelsalam Mokhtar EL miniawi <Hadia@tra.gov.eg <mailto:Hadia@tra.gov.eg>> wrote:
I would certainly assume that ISOC got a very decent amount of money from Ethos for the deal to go forward. At this point I would assume that ISOC has insured its way forward. However, what is still to be seen is the effect on the .org prices, hopefully going forward they would have special prices for non profits.
Two factors come to mind in considering the long term effects of the sale, over and above the financial-stability component of which we are all aware. Consider:
*The substance:*
PIR was more than just an ISOC asset. The Internet Society was custodian of the only global top-level domain that was, by nature and its very name, acting in the public interest. In a sea ofTLDsharks, dot-org could be seen as a body that brought both financial stability to ISOC and social responsibility among the registries. Its size and nonprofit status would keep costs down and corporate direction serving a social mission.Its competitive presence could tamp down the excesses of the industry.
And now that's gone. More important than the divestment of PIR is its change from nonprofit to Just Another Shareholder-Value-Maximizing part of the domain ecosystem, its uniqueness vanished in an instant. In the aim of maximizing its own revenue ISOC has eliminated from the the Internet the only publicly-accessible nonprofit gTLD. Gone is this substantial voice of public-interest sanity within the registry community, replaced by an entity barely more ethically motivated than Donuts. As a dot-org "owner", this hurts personally. But as someone trying to advance Internet domains as a component of progress, this hurts on a global scale.
Stewardship of a socially-motivated registry was one of ISOC's core global functions IMO. With that gone, so is part of ISOC's value.
* * *The process:*
The path that led to the divestment of PIR, both before and afterthe decision had been made, has laid bare a core ISOC culture that is the opposite of the openness it asks the world to embrace.At a level of fiscal responsibility, ISOC's action was exactly what one would expect any for-profit entity to do. Maximize benefit through a secretive process that catches everyone unaware -- not just of the transaction but of the urgency to do it,
Except ISOC is not a for-profit entity. It displays itself to the world as a community body that encourages involvement at a personal, regional, institutional or national scale. It has carefully crafted and evolved a Chapters Advisory Council explicitly designed to provide management with the view from the grassroots, alongside a parallel Council for corporate participants.This was combined with global virtual events such as InterCommunity that were created to give ISOC a global awareness of what was needed to promote a more-open Internet. And it has always had an individual-membership program, which isn't really talked about these days as these "members" have neither any costs nor any benefits.
None of these mechanisms were employed, none of these entities consulted, before or after the decision, even under NDA. The community wasn't even aware that PIR was being shopped around. As a result, there was no open solicitation, no publicly-competitive process, no opportunity for any other firm to make a counter-offer that might keep PIR nonprofit. We'll never know. Or maybe it wasn't shopped around and someone just made ISOC an offer it couldn't refuse.But ISOC isn't Jack Woltz. The community had no idea of any sense of urgency to sell PIR, and certainly was never consulted about the ethics or consequences of turning PIR for-profit.The common nonprofit practice of having major decisions ratified by stakeholders at an AGM is also nowhere in sight.
So now we know the reality of ISOC's corporate culture. Promote openness and consultation when convenient, but be opaque when it matters.
I don't know if ISOC considers me a stakeholder, or for that matter anyone else on this list, any Chapter or any Organization Member. In fact right now I have no idea who ISOC considers its stakeholders to be; it certainly didn't consult any before the fact or ask for any blessings afterwards. Not even informally. So who shows up at the AGM? Just the Trustees?
In any case, the deal is essentially done. ISOC clearly appears to have assured its financial stability, which is certainly a Good Thing. But with a crown jewel of the Internet fading away and the shallowness of its commitment to openness and community exposed in the process, it is legitimate to ask whether ISOC has sold more than a registry.
We won't know the answer to that for a while - Evan _______________________________________________ CPWG mailing list CPWG@icann.org <mailto:CPWG@icann.org> https://mm.icann.org/mailman/listinfo/cpwg
_______________________________________________ By submitting your personal data, you consent to the processing of your personal data for purposes of subscribing to this mailing list accordance with the ICANN Privacy Policy (https://www.icann.org/privacy/policy) and the website Terms of Service (https://www.icann.org/privacy/tos). You can visit the Mailman link above to change your membership status or configuration, including unsubscribing, setting digest-style delivery or disabling delivery altogether (e.g., for a vacation), and so on.
-- Evan Leibovitch, Toronto Canada @evanleibovitch or @el56
_______________________________________________ CPWG mailing list CPWG@icann.org https://mm.icann.org/mailman/listinfo/cpwg
_______________________________________________ By submitting your personal data, you consent to the processing of your personal data for purposes of subscribing to this mailing list accordance with the ICANN Privacy Policy (https://www.icann.org/privacy/policy) and the website Terms of Service (https://www.icann.org/privacy/tos). You can visit the Mailman link above to change your membership status or configuration, including unsubscribing, setting digest-style delivery or disabling delivery altogether (e.g., for a vacation), and so on.
Evan: How .ORG can be re-delegated if it does not belong to ISOC but PIR? -ed On Wed, Nov 20, 2019 at 8:34 AM Evan Leibovitch <evan@telly.org> wrote:
Or there could be totally new advice asking ICANN to re-delegate .ORG back to a nonprofit. It has that authority.
https://gizmodo.com/private-equity-ghouls-buy-non-profit-that-handles-org-18...
On Tue, 19 Nov 2019 at 17:25, John Laprise <jlaprise@gmail.com> wrote:
On the advice we issued on the change in contractual terms. It's within ALAC's remit to issue advice on anything and this is exactly the kind of situation that allows us to nimbly address a situation. George Kirikos mentioned the s contingency in the list but by that time I'm pretty sure he had established himself as shrill and was in the process of being report to the ombudsman. We can ask the board to examine options here because we issued advice in good faith and expectation of ISOC being a good Steward of .org. selling it off to a VC firm was not something I considered likely and had I, would not have advocated in the way I did.
Sent from my Pixel 3XL
John Laprise, Ph.D.
On Tue, Nov 19, 2019, 1:22 PM Alan Greenberg <alan.greenberg@mcgill.ca> wrote:
On what issue John?
Alan -- Sent from my mobile. Please excuse brevity and typos.
On November 19, 2019 1:31:18 PM EST, John Laprise <jlaprise@gmail.com> wrote:
I agree with Evan. This is an astounding sort sighted deal by ISOC which essentially squandered the trust of it's membership for financial gain. Trust is the most precious commodity of any non profit and hard to regain once lost.
Furthermore, ALAC and CPWG should urgently amend our advice on the contractual issue to reflect new situation. I am no longer in support on this issue.
Sent from my Pixel 3XL
John Laprise, Ph.D. Show quoted text
Sent from my Pixel 3XL
John Laprise, Ph.D.
On Tue, Nov 19, 2019, 3:58 AM Evan Leibovitch <evan@telly.org> wrote:
On Mon, 18 Nov 2019 at 09:16, Hadia Abdelsalam Mokhtar EL miniawi < Hadia@tra.gov.eg> wrote:
I would certainly assume that ISOC got a very decent amount of money from Ethos for the deal to go forward. At this point I would assume that ISOC has insured its way forward. However, what is still to be seen is the effect on the .org prices, hopefully going forward they would have special prices for non profits.
Two factors come to mind in considering the long term effects of the sale, over and above the financial-stability component of which we are all aware. Consider:
*The substance:*
PIR was more than just an ISOC asset. The Internet Society was custodian of the only global top-level domain that was, by nature and its very name, acting in the public interest. In a sea of TLD sharks, dot-org could be seen as a body that brought both financial stability to ISOC and social responsibility among the registries. Its size and nonprofit status would keep costs down and corporate direction serving a social mission. Its competitive presence could tamp down the excesses of the industry.
And now that's gone. More important than the divestment of PIR is its change from nonprofit to Just Another Shareholder-Value-Maximizing part of the domain ecosystem, its uniqueness vanished in an instant. In the aim of maximizing its own revenue ISOC has eliminated from the the Internet the only publicly-accessible nonprofit gTLD. Gone is this substantial voice of public-interest sanity within the registry community, replaced by an entity barely more ethically motivated than Donuts. As a dot-org "owner", this hurts personally. But as someone trying to advance Internet domains as a component of progress, this hurts on a global scale.
Stewardship of a socially-motivated registry was one of ISOC's core global functions IMO. With that gone, so is part of ISOC's value.
*The process:*
The path that led to the divestment of PIR, both before and after the decision had been made, has laid bare a core ISOC culture that is the opposite of the openness it asks the world to embrace. At a level of fiscal responsibility, ISOC's action was exactly what one would expect any for-profit entity to do. Maximize benefit through a secretive process that catches everyone unaware -- not just of the transaction but of the urgency to do it,
Except ISOC is not a for-profit entity. It displays itself to the world as a community body that encourages involvement at a personal, regional, institutional or national scale. It has carefully crafted and evolved a Chapters Advisory Council explicitly designed to provide management with the view from the grassroots, alongside a parallel Council for corporate participants. This was combined with global virtual events such as InterCommunity that were created to give ISOC a global awareness of what was needed to promote a more-open Internet. And it has always had an individual-membership program, which isn't really talked about these days as these "members" have neither any costs nor any benefits.
None of these mechanisms were employed, none of these entities consulted, before or after the decision, even under NDA. The community wasn't even aware that PIR was being shopped around. As a result, there was no open solicitation, no publicly-competitive process, no opportunity for any other firm to make a counter-offer that might keep PIR nonprofit. We'll never know. Or maybe it wasn't shopped around and someone just made ISOC an offer it couldn't refuse. But ISOC isn't Jack Woltz. The community had no idea of any sense of urgency to sell PIR, and certainly was never consulted about the ethics or consequences of turning PIR for-profit. The common nonprofit practice of having major decisions ratified by stakeholders at an AGM is also nowhere in sight.
So now we know the reality of ISOC's corporate culture. Promote openness and consultation when convenient, but be opaque when it matters.
I don't know if ISOC considers me a stakeholder, or for that matter anyone else on this list, any Chapter or any Organization Member. In fact right now I have no idea who ISOC considers its stakeholders to be; it certainly didn't consult any before the fact or ask for any blessings afterwards. Not even informally. So who shows up at the AGM? Just the Trustees?
In any case, the deal is essentially done. ISOC clearly appears to have assured its financial stability, which is certainly a Good Thing. But with a crown jewel of the Internet fading away and the shallowness of its commitment to openness and community exposed in the process, it is legitimate to ask whether ISOC has sold more than a registry.
We won't know the answer to that for a while - Evan _______________________________________________ CPWG mailing list CPWG@icann.org https://mm.icann.org/mailman/listinfo/cpwg
_______________________________________________ By submitting your personal data, you consent to the processing of your personal data for purposes of subscribing to this mailing list accordance with the ICANN Privacy Policy ( https://www.icann.org/privacy/policy) and the website Terms of Service (https://www.icann.org/privacy/tos). You can visit the Mailman link above to change your membership status or configuration, including unsubscribing, setting digest-style delivery or disabling delivery altogether (e.g., for a vacation), and so on.
-- Evan Leibovitch, Toronto Canada @evanleibovitch or @el56 _______________________________________________ CPWG mailing list CPWG@icann.org https://mm.icann.org/mailman/listinfo/cpwg
_______________________________________________ By submitting your personal data, you consent to the processing of your personal data for purposes of subscribing to this mailing list accordance with the ICANN Privacy Policy (https://www.icann.org/privacy/policy) and the website Terms of Service (https://www.icann.org/privacy/tos). You can visit the Mailman link above to change your membership status or configuration, including unsubscribing, setting digest-style delivery or disabling delivery altogether (e.g., for a vacation), and so on.
-- *NOTICE:* This email may contain information which is confidential and/or subject to legal privilege, and is intended for the use of the named addressee only. If you are not the intended recipient, you must not use, disclose or copy any part of this email. If you have received this email by mistake, please notify the sender and delete this message immediately.
That's what I mean, re-delegating it from PIR to a real nonprofit. I will check, and maybe others can help.... but I believe that there is a clause in the registry agreement that allows ICANN to terminate if there is a major change in the status of the owner (in this case, PIR changing from nonprofit to for-profit). Of course ICANN has rarely if ever acted on this capability, but I believe it exists. ___________________ Evan Leibovitch, Toronto @evanleibovitch/@el56 On Wed., Nov. 20, 2019, 9:26 a.m. Eduardo Diaz, <eduardodiazrivera@gmail.com> wrote:
Evan:
How .ORG can be re-delegated if it does not belong to ISOC but PIR?
-ed
On Wed, Nov 20, 2019 at 8:34 AM Evan Leibovitch <evan@telly.org> wrote:
Or there could be totally new advice asking ICANN to re-delegate .ORG back to a nonprofit. It has that authority.
https://gizmodo.com/private-equity-ghouls-buy-non-profit-that-handles-org-18...
On Tue, 19 Nov 2019 at 17:25, John Laprise <jlaprise@gmail.com> wrote:
On the advice we issued on the change in contractual terms. It's within ALAC's remit to issue advice on anything and this is exactly the kind of situation that allows us to nimbly address a situation. George Kirikos mentioned the s contingency in the list but by that time I'm pretty sure he had established himself as shrill and was in the process of being report to the ombudsman. We can ask the board to examine options here because we issued advice in good faith and expectation of ISOC being a good Steward of .org. selling it off to a VC firm was not something I considered likely and had I, would not have advocated in the way I did.
Sent from my Pixel 3XL
John Laprise, Ph.D.
On Tue, Nov 19, 2019, 1:22 PM Alan Greenberg <alan.greenberg@mcgill.ca> wrote:
On what issue John?
Alan -- Sent from my mobile. Please excuse brevity and typos.
On November 19, 2019 1:31:18 PM EST, John Laprise <jlaprise@gmail.com> wrote:
I agree with Evan. This is an astounding sort sighted deal by ISOC which essentially squandered the trust of it's membership for financial gain. Trust is the most precious commodity of any non profit and hard to regain once lost.
Furthermore, ALAC and CPWG should urgently amend our advice on the contractual issue to reflect new situation. I am no longer in support on this issue.
Sent from my Pixel 3XL
John Laprise, Ph.D. Show quoted text
Sent from my Pixel 3XL
John Laprise, Ph.D.
On Tue, Nov 19, 2019, 3:58 AM Evan Leibovitch <evan@telly.org> wrote:
On Mon, 18 Nov 2019 at 09:16, Hadia Abdelsalam Mokhtar EL miniawi < Hadia@tra.gov.eg> wrote:
> I would certainly assume that ISOC got a very decent amount of money > from Ethos for the deal to go forward. At this point I would assume that > ISOC has insured its way forward. However, what is still to be seen is the > effect on the .org prices, hopefully going forward they would have special > prices for non profits.
Two factors come to mind in considering the long term effects of the sale, over and above the financial-stability component of which we are all aware. Consider:
*The substance:*
PIR was more than just an ISOC asset. The Internet Society was custodian of the only global top-level domain that was, by nature and its very name, acting in the public interest. In a sea of TLD sharks, dot-org could be seen as a body that brought both financial stability to ISOC and social responsibility among the registries. Its size and nonprofit status would keep costs down and corporate direction serving a social mission. Its competitive presence could tamp down the excesses of the industry.
And now that's gone. More important than the divestment of PIR is its change from nonprofit to Just Another Shareholder-Value-Maximizing part of the domain ecosystem, its uniqueness vanished in an instant. In the aim of maximizing its own revenue ISOC has eliminated from the the Internet the only publicly-accessible nonprofit gTLD. Gone is this substantial voice of public-interest sanity within the registry community, replaced by an entity barely more ethically motivated than Donuts. As a dot-org "owner", this hurts personally. But as someone trying to advance Internet domains as a component of progress, this hurts on a global scale.
Stewardship of a socially-motivated registry was one of ISOC's core global functions IMO. With that gone, so is part of ISOC's value.
*The process:*
The path that led to the divestment of PIR, both before and after the decision had been made, has laid bare a core ISOC culture that is the opposite of the openness it asks the world to embrace. At a level of fiscal responsibility, ISOC's action was exactly what one would expect any for-profit entity to do. Maximize benefit through a secretive process that catches everyone unaware -- not just of the transaction but of the urgency to do it,
Except ISOC is not a for-profit entity. It displays itself to the world as a community body that encourages involvement at a personal, regional, institutional or national scale. It has carefully crafted and evolved a Chapters Advisory Council explicitly designed to provide management with the view from the grassroots, alongside a parallel Council for corporate participants. This was combined with global virtual events such as InterCommunity that were created to give ISOC a global awareness of what was needed to promote a more-open Internet. And it has always had an individual-membership program, which isn't really talked about these days as these "members" have neither any costs nor any benefits.
None of these mechanisms were employed, none of these entities consulted, before or after the decision, even under NDA. The community wasn't even aware that PIR was being shopped around. As a result, there was no open solicitation, no publicly-competitive process, no opportunity for any other firm to make a counter-offer that might keep PIR nonprofit. We'll never know. Or maybe it wasn't shopped around and someone just made ISOC an offer it couldn't refuse. But ISOC isn't Jack Woltz. The community had no idea of any sense of urgency to sell PIR, and certainly was never consulted about the ethics or consequences of turning PIR for-profit. The common nonprofit practice of having major decisions ratified by stakeholders at an AGM is also nowhere in sight.
So now we know the reality of ISOC's corporate culture. Promote openness and consultation when convenient, but be opaque when it matters.
I don't know if ISOC considers me a stakeholder, or for that matter anyone else on this list, any Chapter or any Organization Member. In fact right now I have no idea who ISOC considers its stakeholders to be; it certainly didn't consult any before the fact or ask for any blessings afterwards. Not even informally. So who shows up at the AGM? Just the Trustees?
In any case, the deal is essentially done. ISOC clearly appears to have assured its financial stability, which is certainly a Good Thing. But with a crown jewel of the Internet fading away and the shallowness of its commitment to openness and community exposed in the process, it is legitimate to ask whether ISOC has sold more than a registry.
We won't know the answer to that for a while - Evan _______________________________________________ CPWG mailing list CPWG@icann.org https://mm.icann.org/mailman/listinfo/cpwg
_______________________________________________ By submitting your personal data, you consent to the processing of your personal data for purposes of subscribing to this mailing list accordance with the ICANN Privacy Policy ( https://www.icann.org/privacy/policy) and the website Terms of Service (https://www.icann.org/privacy/tos). You can visit the Mailman link above to change your membership status or configuration, including unsubscribing, setting digest-style delivery or disabling delivery altogether (e.g., for a vacation), and so on.
-- Evan Leibovitch, Toronto Canada @evanleibovitch or @el56 _______________________________________________ CPWG mailing list CPWG@icann.org https://mm.icann.org/mailman/listinfo/cpwg
_______________________________________________ By submitting your personal data, you consent to the processing of your personal data for purposes of subscribing to this mailing list accordance with the ICANN Privacy Policy (https://www.icann.org/privacy/policy) and the website Terms of Service (https://www.icann.org/privacy/tos). You can visit the Mailman link above to change your membership status or configuration, including unsubscribing, setting digest-style delivery or disabling delivery altogether (e.g., for a vacation), and so on.
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Imagine ICANN getting the pants sued off of it if it does... - Bart Sent from my mobile
On 20 Nov 2019, at 11:28, Evan Leibovitch <evan@telly.org> wrote:
That's what I mean, re-delegating it from PIR to a real nonprofit.
I will check, and maybe others can help.... but I believe that there is a clause in the registry agreement that allows ICANN to terminate if there is a major change in the status of the owner (in this case, PIR changing from nonprofit to for-profit).
Of course ICANN has rarely if ever acted on this capability, but I believe it exists.
___________________ Evan Leibovitch, Toronto @evanleibovitch/@el56
On Wed., Nov. 20, 2019, 9:26 a.m. Eduardo Diaz, <eduardodiazrivera@gmail.com> wrote: Evan:
How .ORG can be re-delegated if it does not belong to ISOC but PIR?
-ed
On Wed, Nov 20, 2019 at 8:34 AM Evan Leibovitch <evan@telly.org> wrote:
Or there could be totally new advice asking ICANN to re-delegate .ORG back to a nonprofit. It has that authority.
https://gizmodo.com/private-equity-ghouls-buy-non-profit-that-handles-org-18...
On Tue, 19 Nov 2019 at 17:25, John Laprise <jlaprise@gmail.com> wrote: On the advice we issued on the change in contractual terms. It's within ALAC's remit to issue advice on anything and this is exactly the kind of situation that allows us to nimbly address a situation. George Kirikos mentioned the s contingency in the list but by that time I'm pretty sure he had established himself as shrill and was in the process of being report to the ombudsman. We can ask the board to examine options here because we issued advice in good faith and expectation of ISOC being a good Steward of .org. selling it off to a VC firm was not something I considered likely and had I, would not have advocated in the way I did.
Sent from my Pixel 3XL
John Laprise, Ph.D.
On Tue, Nov 19, 2019, 1:22 PM Alan Greenberg <alan.greenberg@mcgill.ca> wrote: On what issue John?
Alan -- Sent from my mobile. Please excuse brevity and typos.
On November 19, 2019 1:31:18 PM EST, John Laprise <jlaprise@gmail.com> wrote: I agree with Evan. This is an astounding sort sighted deal by ISOC which essentially squandered the trust of it's membership for financial gain. Trust is the most precious commodity of any non profit and hard to regain once lost.
Furthermore, ALAC and CPWG should urgently amend our advice on the contractual issue to reflect new situation. I am no longer in support on this issue.
Sent from my Pixel 3XL
John Laprise, Ph.D. Show quoted text
Sent from my Pixel 3XL
John Laprise, Ph.D.
> On Tue, Nov 19, 2019, 3:58 AM Evan Leibovitch <evan@telly.org> wrote: > On Mon, 18 Nov 2019 at 09:16, Hadia Abdelsalam Mokhtar EL miniawi <Hadia@tra.gov.eg> wrote: >> I would certainly assume that ISOC got a very decent amount of money from Ethos for the deal to go forward. At this point I would assume that ISOC has insured its way forward. However, what is still to be seen is the effect on the .org prices, hopefully going forward they would have special prices for non profits. > > > Two factors come to mind in considering the long term effects of the sale, over and above the financial-stability component of which we are all aware. Consider: > > > The substance: > > PIR was more than just an ISOC asset. The Internet Society was custodian of the only global top-level domain that was, by nature and its very name, acting in the public interest. In a sea of TLD sharks, dot-org could be seen as a body that brought both financial stability to ISOC and social responsibility among the registries. Its size and nonprofit status would keep costs down and corporate direction serving a social mission. Its competitive presence could tamp down the excesses of the industry. > > And now that's gone. More important than the divestment of PIR is its change from nonprofit to Just Another Shareholder-Value-Maximizing part of the domain ecosystem, its uniqueness vanished in an instant. In the aim of maximizing its own revenue ISOC has eliminated from the the Internet the only publicly-accessible nonprofit gTLD. Gone is this substantial voice of public-interest sanity within the registry community, replaced by an entity barely more ethically motivated than Donuts. As a dot-org "owner", this hurts personally. But as someone trying to advance Internet domains as a component of progress, this hurts on a global scale. > > Stewardship of a socially-motivated registry was one of ISOC's core global functions IMO. With that gone, so is part of ISOC's value. > > > The process: > > The path that led to the divestment of PIR, both before and after the decision had been made, has laid bare a core ISOC culture that is the opposite of the openness it asks the world to embrace. At a level of fiscal responsibility, ISOC's action was exactly what one would expect any for-profit entity to do. Maximize benefit through a secretive process that catches everyone unaware -- not just of the transaction but of the urgency to do it, > > Except ISOC is not a for-profit entity. It displays itself to the world as a community body that encourages involvement at a personal, regional, institutional or national scale. It has carefully crafted and evolved a Chapters Advisory Council explicitly designed to provide management with the view from the grassroots, alongside a parallel Council for corporate participants. This was combined with global virtual events such as InterCommunity that were created to give ISOC a global awareness of what was needed to promote a more-open Internet. And it has always had an individual-membership program, which isn't really talked about these days as these "members" have neither any costs nor any benefits. > > None of these mechanisms were employed, none of these entities consulted, before or after the decision, even under NDA. The community wasn't even aware that PIR was being shopped around. As a result, there was no open solicitation, no publicly-competitive process, no opportunity for any other firm to make a counter-offer that might keep PIR nonprofit. We'll never know. Or maybe it wasn't shopped around and someone just made ISOC an offer it couldn't refuse. But ISOC isn't Jack Woltz. The community had no idea of any sense of urgency to sell PIR, and certainly was never consulted about the ethics or consequences of turning PIR for-profit. The common nonprofit practice of having major decisions ratified by stakeholders at an AGM is also nowhere in sight. > > So now we know the reality of ISOC's corporate culture. Promote openness and consultation when convenient, but be opaque when it matters. > > > I don't know if ISOC considers me a stakeholder, or for that matter anyone else on this list, any Chapter or any Organization Member. In fact right now I have no idea who ISOC considers its stakeholders to be; it certainly didn't consult any before the fact or ask for any blessings afterwards. Not even informally. So who shows up at the AGM? Just the Trustees? > > In any case, the deal is essentially done. ISOC clearly appears to have assured its financial stability, which is certainly a Good Thing. But with a crown jewel of the Internet fading away and the shallowness of its commitment to openness and community exposed in the process, it is legitimate to ask whether ISOC has sold more than a registry. > > We won't know the answer to that for a while > > - Evan > _______________________________________________ > CPWG mailing list > CPWG@icann.org > https://mm.icann.org/mailman/listinfo/cpwg > > _______________________________________________ > By submitting your personal data, you consent to the processing of your personal data for purposes of subscribing to this mailing list accordance with the ICANN Privacy Policy (https://www.icann.org/privacy/policy) and the website Terms of Service (https://www.icann.org/privacy/tos). You can visit the Mailman link above to change your membership status or configuration, including unsubscribing, setting digest-style delivery or disabling delivery altogether (e.g., for a vacation), and so on.
-- Evan Leibovitch, Toronto Canada @evanleibovitch or @el56 _______________________________________________ CPWG mailing list CPWG@icann.org https://mm.icann.org/mailman/listinfo/cpwg
_______________________________________________ By submitting your personal data, you consent to the processing of your personal data for purposes of subscribing to this mailing list accordance with the ICANN Privacy Policy (https://www.icann.org/privacy/policy) and the website Terms of Service (https://www.icann.org/privacy/tos). You can visit the Mailman link above to change your membership status or configuration, including unsubscribing, setting digest-style delivery or disabling delivery altogether (e.g., for a vacation), and so on.
-- NOTICE: This email may contain information which is confidential and/or subject to legal privilege, and is intended for the use of the named addressee only. If you are not the intended recipient, you must not use, disclose or copy any part of this email. If you have received this email by mistake, please notify the sender and delete this message immediately.
CPWG mailing list CPWG@icann.org https://mm.icann.org/mailman/listinfo/cpwg
_______________________________________________ By submitting your personal data, you consent to the processing of your personal data for purposes of subscribing to this mailing list accordance with the ICANN Privacy Policy (https://www.icann.org/privacy/policy) and the website Terms of Service (https://www.icann.org/privacy/tos). You can visit the Mailman link above to change your membership status or configuration, including unsubscribing, setting digest-style delivery or disabling delivery altogether (e.g., for a vacation), and so on.
Sounds like an interesting CPWG meeting coming up :) M On Wed, Nov 20, 2019 at 5:39 AM Bartlett Morgan <me@bartlettmorgan.com> wrote:
Imagine ICANN getting the pants sued off of it if it does...
- Bart Sent from my mobile
On 20 Nov 2019, at 11:28, Evan Leibovitch <evan@telly.org> wrote:
That's what I mean, re-delegating it from PIR to a real nonprofit.
I will check, and maybe others can help.... but I believe that there is a clause in the registry agreement that allows ICANN to terminate if there is a major change in the status of the owner (in this case, PIR changing from nonprofit to for-profit).
Of course ICANN has rarely if ever acted on this capability, but I believe it exists.
___________________ Evan Leibovitch, Toronto @evanleibovitch/@el56
On Wed., Nov. 20, 2019, 9:26 a.m. Eduardo Diaz, < eduardodiazrivera@gmail.com> wrote:
Evan:
How .ORG can be re-delegated if it does not belong to ISOC but PIR?
-ed
On Wed, Nov 20, 2019 at 8:34 AM Evan Leibovitch <evan@telly.org> wrote:
Or there could be totally new advice asking ICANN to re-delegate .ORG back to a nonprofit. It has that authority.
https://gizmodo.com/private-equity-ghouls-buy-non-profit-that-handles-org-18...
On Tue, 19 Nov 2019 at 17:25, John Laprise <jlaprise@gmail.com> wrote:
On the advice we issued on the change in contractual terms. It's within ALAC's remit to issue advice on anything and this is exactly the kind of situation that allows us to nimbly address a situation. George Kirikos mentioned the s contingency in the list but by that time I'm pretty sure he had established himself as shrill and was in the process of being report to the ombudsman. We can ask the board to examine options here because we issued advice in good faith and expectation of ISOC being a good Steward of .org. selling it off to a VC firm was not something I considered likely and had I, would not have advocated in the way I did.
Sent from my Pixel 3XL
John Laprise, Ph.D.
On Tue, Nov 19, 2019, 1:22 PM Alan Greenberg <alan.greenberg@mcgill.ca> wrote:
On what issue John?
Alan -- Sent from my mobile. Please excuse brevity and typos.
On November 19, 2019 1:31:18 PM EST, John Laprise <jlaprise@gmail.com> wrote:
I agree with Evan. This is an astounding sort sighted deal by ISOC which essentially squandered the trust of it's membership for financial gain. Trust is the most precious commodity of any non profit and hard to regain once lost.
Furthermore, ALAC and CPWG should urgently amend our advice on the contractual issue to reflect new situation. I am no longer in support on this issue.
Sent from my Pixel 3XL
John Laprise, Ph.D. Show quoted text
Sent from my Pixel 3XL
John Laprise, Ph.D.
On Tue, Nov 19, 2019, 3:58 AM Evan Leibovitch <evan@telly.org> wrote:
> On Mon, 18 Nov 2019 at 09:16, Hadia Abdelsalam Mokhtar EL miniawi < > Hadia@tra.gov.eg> wrote: > >> I would certainly assume that ISOC got a very decent amount of >> money from Ethos for the deal to go forward. At this point I would assume >> that ISOC has insured its way forward. However, what is still to be seen is >> the effect on the .org prices, hopefully going forward they would have >> special prices for non profits. > > > Two factors come to mind in considering the long term effects of the > sale, over and above the financial-stability component of which we are all > aware. Consider: > > > *The substance:* > > PIR was more than just an ISOC asset. The Internet Society was > custodian of the only global top-level domain that was, by nature > and its very name, acting in the public interest. In a sea of TLD > sharks, dot-org could be seen as a body that brought both financial > stability to ISOC and social responsibility among the registries. Its > size and nonprofit status would keep costs down and corporate > direction serving a social mission. Its competitive presence could > tamp down the excesses of the industry. > > And now that's gone. More important than the divestment of PIR is > its change from nonprofit to Just Another Shareholder-Value-Maximizing part > of the domain ecosystem, its uniqueness vanished in an instant. In > the aim of maximizing its own revenue ISOC has eliminated from the the > Internet the only publicly-accessible nonprofit gTLD. Gone is this substantial > voice of public-interest sanity within the registry community, > replaced by an entity barely more ethically motivated than Donuts. As a > dot-org "owner", this hurts personally. But as someone trying to > advance Internet domains as a component of progress, this hurts on a global > scale. > > Stewardship of a socially-motivated registry was one of ISOC's core > global functions IMO. With that gone, so is part of ISOC's value. > > > *The process:* > > The path that led to the divestment of PIR, both before and after > the decision had been made, has laid bare a core ISOC culture that > is the opposite of the openness it asks the world to embrace. At a > level of fiscal responsibility, ISOC's action was exactly what one would > expect any for-profit entity to do. Maximize benefit through a secretive > process that catches everyone unaware -- not just of the transaction but of > the urgency to do it, > > Except ISOC is not a for-profit entity. It displays itself to the > world as a community body that encourages involvement at a personal, > regional, institutional or national scale. It has carefully crafted and > evolved a Chapters Advisory Council explicitly designed to provide > management with the view from the grassroots, alongside a parallel Council > for corporate participants. This was combined with global virtual > events such as InterCommunity that were created to give ISOC a global > awareness of what was needed to promote a more-open Internet. And it has > always had an individual-membership program, which isn't really talked > about these days as these "members" have neither any costs nor any benefits. > > None of these mechanisms were employed, none of these entities > consulted, before or after the decision, even under NDA. The community > wasn't even aware that PIR was being shopped around. As a result, there was > no open solicitation, no publicly-competitive process, no opportunity for > any other firm to make a counter-offer that might keep PIR nonprofit. We'll > never know. Or maybe it wasn't shopped around and someone just made ISOC an > offer it couldn't refuse. But ISOC isn't Jack Woltz. The community > had no idea of any sense of urgency to sell PIR, and certainly was never > consulted about the ethics or consequences of turning PIR for-profit. > The common nonprofit practice of having major decisions ratified by > stakeholders at an AGM is also nowhere in sight. > > So now we know the reality of ISOC's corporate culture. Promote > openness and consultation when convenient, but be opaque when it matters. > > > I don't know if ISOC considers me a stakeholder, or for that matter > anyone else on this list, any Chapter or any Organization Member. In fact > right now I have no idea who ISOC considers its stakeholders to be; it > certainly didn't consult any before the fact or ask for any blessings > afterwards. Not even informally. So who shows up at the AGM? Just the > Trustees? > > In any case, the deal is essentially done. ISOC clearly appears to > have assured its financial stability, which is certainly a Good Thing. But > with a crown jewel of the Internet fading away and the shallowness of its > commitment to openness and community exposed in the process, it is > legitimate to ask whether ISOC has sold more than a registry. > > We won't know the answer to that for a while > - Evan > _______________________________________________ > CPWG mailing list > CPWG@icann.org > https://mm.icann.org/mailman/listinfo/cpwg > > _______________________________________________ > By submitting your personal data, you consent to the processing of > your personal data for purposes of subscribing to this mailing list > accordance with the ICANN Privacy Policy ( > https://www.icann.org/privacy/policy) and the website Terms of > Service (https://www.icann.org/privacy/tos). You can visit the > Mailman link above to change your membership status or configuration, > including unsubscribing, setting digest-style delivery or disabling > delivery altogether (e.g., for a vacation), and so on.
-- Evan Leibovitch, Toronto Canada @evanleibovitch or @el56 _______________________________________________ CPWG mailing list CPWG@icann.org https://mm.icann.org/mailman/listinfo/cpwg
_______________________________________________ By submitting your personal data, you consent to the processing of your personal data for purposes of subscribing to this mailing list accordance with the ICANN Privacy Policy (https://www.icann.org/privacy/policy) and the website Terms of Service (https://www.icann.org/privacy/tos). You can visit the Mailman link above to change your membership status or configuration, including unsubscribing, setting digest-style delivery or disabling delivery altogether (e.g., for a vacation), and so on.
-- *NOTICE:* This email may contain information which is confidential and/or subject to legal privilege, and is intended for the use of the named addressee only. If you are not the intended recipient, you must not use, disclose or copy any part of this email. If you have received this email by mistake, please notify the sender and delete this message immediately.
_______________________________________________ CPWG mailing list CPWG@icann.org https://mm.icann.org/mailman/listinfo/cpwg
_______________________________________________ By submitting your personal data, you consent to the processing of your personal data for purposes of subscribing to this mailing list accordance with the ICANN Privacy Policy (https://www.icann.org/privacy/policy) and the website Terms of Service (https://www.icann.org/privacy/tos). You can visit the Mailman link above to change your membership status or configuration, including unsubscribing, setting digest-style delivery or disabling delivery altogether (e.g., for a vacation), and so on.
_______________________________________________ CPWG mailing list CPWG@icann.org https://mm.icann.org/mailman/listinfo/cpwg
_______________________________________________ By submitting your personal data, you consent to the processing of your personal data for purposes of subscribing to this mailing list accordance with the ICANN Privacy Policy (https://www.icann.org/privacy/policy) and the website Terms of Service (https://www.icann.org/privacy/tos). You can visit the Mailman link above to change your membership status or configuration, including unsubscribing, setting digest-style delivery or disabling delivery altogether (e.g., for a vacation), and so on.
Very interesting indeed. Exactly what At-Large is for ! However, sorry that have to apologize for this meting, having a bad cold. :( Kaili On Thu, Nov 21, 2019 at 1:13 AM Maureen Hilyard <maureen.hilyard@gmail.com> wrote:
Sounds like an interesting CPWG meeting coming up :)
M
On Wed, Nov 20, 2019 at 5:39 AM Bartlett Morgan <me@bartlettmorgan.com> wrote:
Imagine ICANN getting the pants sued off of it if it does...
- Bart Sent from my mobile
On 20 Nov 2019, at 11:28, Evan Leibovitch <evan@telly.org> wrote:
That's what I mean, re-delegating it from PIR to a real nonprofit.
I will check, and maybe others can help.... but I believe that there is a clause in the registry agreement that allows ICANN to terminate if there is a major change in the status of the owner (in this case, PIR changing from nonprofit to for-profit).
Of course ICANN has rarely if ever acted on this capability, but I believe it exists.
___________________ Evan Leibovitch, Toronto @evanleibovitch/@el56
On Wed., Nov. 20, 2019, 9:26 a.m. Eduardo Diaz, < eduardodiazrivera@gmail.com> wrote:
Evan:
How .ORG can be re-delegated if it does not belong to ISOC but PIR?
-ed
On Wed, Nov 20, 2019 at 8:34 AM Evan Leibovitch <evan@telly.org> wrote:
Or there could be totally new advice asking ICANN to re-delegate .ORG back to a nonprofit. It has that authority.
https://gizmodo.com/private-equity-ghouls-buy-non-profit-that-handles-org-18...
On Tue, 19 Nov 2019 at 17:25, John Laprise <jlaprise@gmail.com> wrote:
On the advice we issued on the change in contractual terms. It's within ALAC's remit to issue advice on anything and this is exactly the kind of situation that allows us to nimbly address a situation. George Kirikos mentioned the s contingency in the list but by that time I'm pretty sure he had established himself as shrill and was in the process of being report to the ombudsman. We can ask the board to examine options here because we issued advice in good faith and expectation of ISOC being a good Steward of .org. selling it off to a VC firm was not something I considered likely and had I, would not have advocated in the way I did.
Sent from my Pixel 3XL
John Laprise, Ph.D.
On Tue, Nov 19, 2019, 1:22 PM Alan Greenberg <alan.greenberg@mcgill.ca> wrote:
On what issue John?
Alan -- Sent from my mobile. Please excuse brevity and typos.
On November 19, 2019 1:31:18 PM EST, John Laprise <jlaprise@gmail.com> wrote: > > I agree with Evan. This is an astounding sort sighted deal by ISOC > which essentially squandered the trust of it's membership for financial > gain. Trust is the most precious commodity of any non profit and hard to > regain once lost. > > Furthermore, ALAC and CPWG should urgently amend our advice on the > contractual issue to reflect new situation. I am no longer in support on > this issue. > > Sent from my Pixel 3XL > > John Laprise, Ph.D. > Show quoted text > > > Sent from my Pixel 3XL > > John Laprise, Ph.D. > > On Tue, Nov 19, 2019, 3:58 AM Evan Leibovitch <evan@telly.org> > wrote: > >> On Mon, 18 Nov 2019 at 09:16, Hadia Abdelsalam Mokhtar EL miniawi < >> Hadia@tra.gov.eg> wrote: >> >>> I would certainly assume that ISOC got a very decent amount of >>> money from Ethos for the deal to go forward. At this point I would assume >>> that ISOC has insured its way forward. However, what is still to be seen is >>> the effect on the .org prices, hopefully going forward they would have >>> special prices for non profits. >> >> >> Two factors come to mind in considering the long term effects of >> the sale, over and above the financial-stability component of which we are >> all aware. Consider: >> >> >> *The substance:* >> >> PIR was more than just an ISOC asset. The Internet Society was >> custodian of the only global top-level domain that was, by nature >> and its very name, acting in the public interest. In a sea of TLD >> sharks, dot-org could be seen as a body that brought both >> financial stability to ISOC and social responsibility among the registries. >> Its size and nonprofit status would keep costs down and corporate >> direction serving a social mission. Its competitive presence could >> tamp down the excesses of the industry. >> >> And now that's gone. More important than the divestment of PIR is >> its change from nonprofit to Just Another Shareholder-Value-Maximizing part >> of the domain ecosystem, its uniqueness vanished in an instant. In >> the aim of maximizing its own revenue ISOC has eliminated from the the >> Internet the only publicly-accessible nonprofit gTLD. Gone is this substantial >> voice of public-interest sanity within the registry community, >> replaced by an entity barely more ethically motivated than Donuts. As a >> dot-org "owner", this hurts personally. But as someone trying to >> advance Internet domains as a component of progress, this hurts on a global >> scale. >> >> Stewardship of a socially-motivated registry was one of ISOC's core >> global functions IMO. With that gone, so is part of ISOC's value. >> >> >> *The process:* >> >> The path that led to the divestment of PIR, both before and after >> the decision had been made, has laid bare a core ISOC culture that >> is the opposite of the openness it asks the world to embrace. At a >> level of fiscal responsibility, ISOC's action was exactly what one would >> expect any for-profit entity to do. Maximize benefit through a secretive >> process that catches everyone unaware -- not just of the transaction but of >> the urgency to do it, >> >> Except ISOC is not a for-profit entity. It displays itself to the >> world as a community body that encourages involvement at a personal, >> regional, institutional or national scale. It has carefully crafted and >> evolved a Chapters Advisory Council explicitly designed to provide >> management with the view from the grassroots, alongside a parallel Council >> for corporate participants. This was combined with global virtual >> events such as InterCommunity that were created to give ISOC a global >> awareness of what was needed to promote a more-open Internet. And it has >> always had an individual-membership program, which isn't really talked >> about these days as these "members" have neither any costs nor any benefits. >> >> None of these mechanisms were employed, none of these entities >> consulted, before or after the decision, even under NDA. The community >> wasn't even aware that PIR was being shopped around. As a result, there was >> no open solicitation, no publicly-competitive process, no opportunity for >> any other firm to make a counter-offer that might keep PIR nonprofit. We'll >> never know. Or maybe it wasn't shopped around and someone just made ISOC an >> offer it couldn't refuse. But ISOC isn't Jack Woltz. The community >> had no idea of any sense of urgency to sell PIR, and certainly was never >> consulted about the ethics or consequences of turning PIR for-profit. >> The common nonprofit practice of having major decisions ratified by >> stakeholders at an AGM is also nowhere in sight. >> >> So now we know the reality of ISOC's corporate culture. Promote >> openness and consultation when convenient, but be opaque when it matters. >> >> >> I don't know if ISOC considers me a stakeholder, or for that matter >> anyone else on this list, any Chapter or any Organization Member. In fact >> right now I have no idea who ISOC considers its stakeholders to be; it >> certainly didn't consult any before the fact or ask for any blessings >> afterwards. Not even informally. So who shows up at the AGM? Just the >> Trustees? >> >> In any case, the deal is essentially done. ISOC clearly appears to >> have assured its financial stability, which is certainly a Good Thing. But >> with a crown jewel of the Internet fading away and the shallowness of its >> commitment to openness and community exposed in the process, it is >> legitimate to ask whether ISOC has sold more than a registry. >> >> We won't know the answer to that for a while >> - Evan >> _______________________________________________ >> CPWG mailing list >> CPWG@icann.org >> https://mm.icann.org/mailman/listinfo/cpwg >> >> _______________________________________________ >> By submitting your personal data, you consent to the processing of >> your personal data for purposes of subscribing to this mailing list >> accordance with the ICANN Privacy Policy ( >> https://www.icann.org/privacy/policy) and the website Terms of >> Service (https://www.icann.org/privacy/tos). You can visit the >> Mailman link above to change your membership status or configuration, >> including unsubscribing, setting digest-style delivery or disabling >> delivery altogether (e.g., for a vacation), and so on. > >
-- Evan Leibovitch, Toronto Canada @evanleibovitch or @el56 _______________________________________________ CPWG mailing list CPWG@icann.org https://mm.icann.org/mailman/listinfo/cpwg
_______________________________________________ By submitting your personal data, you consent to the processing of your personal data for purposes of subscribing to this mailing list accordance with the ICANN Privacy Policy (https://www.icann.org/privacy/policy) and the website Terms of Service (https://www.icann.org/privacy/tos). You can visit the Mailman link above to change your membership status or configuration, including unsubscribing, setting digest-style delivery or disabling delivery altogether (e.g., for a vacation), and so on.
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See 7.6.j.iv We may not be able to stop the transfer but may be able to make the case that the transfer is not on the public interest and get the board to amend the contract. Sent from my Pixel 3XL John Laprise, Ph.D. On Wed, Nov 20, 2019, 12:43 PM Kaili Kan <kankaili@gmail.com> wrote:
Very interesting indeed. Exactly what At-Large is for !
However, sorry that have to apologize for this meting, having a bad cold. :(
Kaili
On Thu, Nov 21, 2019 at 1:13 AM Maureen Hilyard <maureen.hilyard@gmail.com> wrote:
Sounds like an interesting CPWG meeting coming up :)
M
On Wed, Nov 20, 2019 at 5:39 AM Bartlett Morgan <me@bartlettmorgan.com> wrote:
Imagine ICANN getting the pants sued off of it if it does...
- Bart Sent from my mobile
On 20 Nov 2019, at 11:28, Evan Leibovitch <evan@telly.org> wrote:
That's what I mean, re-delegating it from PIR to a real nonprofit.
I will check, and maybe others can help.... but I believe that there is a clause in the registry agreement that allows ICANN to terminate if there is a major change in the status of the owner (in this case, PIR changing from nonprofit to for-profit).
Of course ICANN has rarely if ever acted on this capability, but I believe it exists.
___________________ Evan Leibovitch, Toronto @evanleibovitch/@el56
On Wed., Nov. 20, 2019, 9:26 a.m. Eduardo Diaz, < eduardodiazrivera@gmail.com> wrote:
Evan:
How .ORG can be re-delegated if it does not belong to ISOC but PIR?
-ed
On Wed, Nov 20, 2019 at 8:34 AM Evan Leibovitch <evan@telly.org> wrote:
Or there could be totally new advice asking ICANN to re-delegate .ORG back to a nonprofit. It has that authority.
https://gizmodo.com/private-equity-ghouls-buy-non-profit-that-handles-org-18...
On Tue, 19 Nov 2019 at 17:25, John Laprise <jlaprise@gmail.com> wrote:
On the advice we issued on the change in contractual terms. It's within ALAC's remit to issue advice on anything and this is exactly the kind of situation that allows us to nimbly address a situation. George Kirikos mentioned the s contingency in the list but by that time I'm pretty sure he had established himself as shrill and was in the process of being report to the ombudsman. We can ask the board to examine options here because we issued advice in good faith and expectation of ISOC being a good Steward of .org. selling it off to a VC firm was not something I considered likely and had I, would not have advocated in the way I did.
Sent from my Pixel 3XL
John Laprise, Ph.D.
On Tue, Nov 19, 2019, 1:22 PM Alan Greenberg < alan.greenberg@mcgill.ca> wrote:
> On what issue John? > > Alan > -- > Sent from my mobile. Please excuse brevity and typos. > > On November 19, 2019 1:31:18 PM EST, John Laprise < > jlaprise@gmail.com> wrote: >> >> I agree with Evan. This is an astounding sort sighted deal by ISOC >> which essentially squandered the trust of it's membership for financial >> gain. Trust is the most precious commodity of any non profit and hard to >> regain once lost. >> >> Furthermore, ALAC and CPWG should urgently amend our advice on the >> contractual issue to reflect new situation. I am no longer in support on >> this issue. >> >> Sent from my Pixel 3XL >> >> John Laprise, Ph.D. >> Show quoted text >> >> >> Sent from my Pixel 3XL >> >> John Laprise, Ph.D. >> >> On Tue, Nov 19, 2019, 3:58 AM Evan Leibovitch <evan@telly.org> >> wrote: >> >>> On Mon, 18 Nov 2019 at 09:16, Hadia Abdelsalam Mokhtar EL miniawi < >>> Hadia@tra.gov.eg> wrote: >>> >>>> I would certainly assume that ISOC got a very decent amount of >>>> money from Ethos for the deal to go forward. At this point I would assume >>>> that ISOC has insured its way forward. However, what is still to be seen is >>>> the effect on the .org prices, hopefully going forward they would have >>>> special prices for non profits. >>> >>> >>> Two factors come to mind in considering the long term effects of >>> the sale, over and above the financial-stability component of which we are >>> all aware. Consider: >>> >>> >>> *The substance:* >>> >>> PIR was more than just an ISOC asset. The Internet Society was >>> custodian of the only global top-level domain that was, by nature >>> and its very name, acting in the public interest. In a sea of TLD >>> sharks, dot-org could be seen as a body that brought both >>> financial stability to ISOC and social responsibility among the registries. >>> Its size and nonprofit status would keep costs down and corporate >>> direction serving a social mission. Its competitive presence >>> could tamp down the excesses of the industry. >>> >>> And now that's gone. More important than the divestment of PIR is >>> its change from nonprofit to Just Another Shareholder-Value-Maximizing part >>> of the domain ecosystem, its uniqueness vanished in an instant. >>> In the aim of maximizing its own revenue ISOC has eliminated from >>> the the Internet the only publicly-accessible nonprofit gTLD. Gone >>> is this substantial voice of public-interest sanity within the >>> registry community, replaced by an entity barely more ethically motivated >>> than Donuts. As a dot-org "owner", this hurts personally. But as >>> someone trying to advance Internet domains as a component of progress, this >>> hurts on a global scale. >>> >>> Stewardship of a socially-motivated registry was one of ISOC's >>> core global functions IMO. With that gone, so is part of ISOC's >>> value. >>> >>> >>> *The process:* >>> >>> The path that led to the divestment of PIR, both before and after >>> the decision had been made, has laid bare a core ISOC culture >>> that is the opposite of the openness it asks the world to embrace. >>> At a level of fiscal responsibility, ISOC's action was exactly what one >>> would expect any for-profit entity to do. Maximize benefit through a >>> secretive process that catches everyone unaware -- not just of the >>> transaction but of the urgency to do it, >>> >>> Except ISOC is not a for-profit entity. It displays itself to the >>> world as a community body that encourages involvement at a personal, >>> regional, institutional or national scale. It has carefully crafted and >>> evolved a Chapters Advisory Council explicitly designed to provide >>> management with the view from the grassroots, alongside a parallel Council >>> for corporate participants. This was combined with global virtual >>> events such as InterCommunity that were created to give ISOC a global >>> awareness of what was needed to promote a more-open Internet. And it has >>> always had an individual-membership program, which isn't really talked >>> about these days as these "members" have neither any costs nor any benefits. >>> >>> None of these mechanisms were employed, none of these entities >>> consulted, before or after the decision, even under NDA. The community >>> wasn't even aware that PIR was being shopped around. As a result, there was >>> no open solicitation, no publicly-competitive process, no opportunity for >>> any other firm to make a counter-offer that might keep PIR nonprofit. We'll >>> never know. Or maybe it wasn't shopped around and someone just made ISOC an >>> offer it couldn't refuse. But ISOC isn't Jack Woltz. The >>> community had no idea of any sense of urgency to sell PIR, and certainly >>> was never consulted about the ethics or consequences of turning PIR >>> for-profit. The common nonprofit practice of having major >>> decisions ratified by stakeholders at an AGM is also nowhere in sight. >>> >>> So now we know the reality of ISOC's corporate culture. Promote >>> openness and consultation when convenient, but be opaque when it matters. >>> >>> >>> I don't know if ISOC considers me a stakeholder, or for that >>> matter anyone else on this list, any Chapter or any Organization Member. In >>> fact right now I have no idea who ISOC considers its stakeholders to be; it >>> certainly didn't consult any before the fact or ask for any blessings >>> afterwards. Not even informally. So who shows up at the AGM? Just the >>> Trustees? >>> >>> In any case, the deal is essentially done. ISOC clearly appears to >>> have assured its financial stability, which is certainly a Good Thing. But >>> with a crown jewel of the Internet fading away and the shallowness of its >>> commitment to openness and community exposed in the process, it is >>> legitimate to ask whether ISOC has sold more than a registry. >>> >>> We won't know the answer to that for a while >>> - Evan >>> _______________________________________________ >>> CPWG mailing list >>> CPWG@icann.org >>> https://mm.icann.org/mailman/listinfo/cpwg >>> >>> _______________________________________________ >>> By submitting your personal data, you consent to the processing of >>> your personal data for purposes of subscribing to this mailing list >>> accordance with the ICANN Privacy Policy ( >>> https://www.icann.org/privacy/policy) and the website Terms of >>> Service (https://www.icann.org/privacy/tos). You can visit the >>> Mailman link above to change your membership status or configuration, >>> including unsubscribing, setting digest-style delivery or disabling >>> delivery altogether (e.g., for a vacation), and so on. >> >>
-- Evan Leibovitch, Toronto Canada @evanleibovitch or @el56 _______________________________________________ CPWG mailing list CPWG@icann.org https://mm.icann.org/mailman/listinfo/cpwg
_______________________________________________ By submitting your personal data, you consent to the processing of your personal data for purposes of subscribing to this mailing list accordance with the ICANN Privacy Policy ( https://www.icann.org/privacy/policy) and the website Terms of Service (https://www.icann.org/privacy/tos). You can visit the Mailman link above to change your membership status or configuration, including unsubscribing, setting digest-style delivery or disabling delivery altogether (e.g., for a vacation), and so on.
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_______________________________________________ By submitting your personal data, you consent to the processing of your personal data for purposes of subscribing to this mailing list accordance with the ICANN Privacy Policy (https://www.icann.org/privacy/policy) and the website Terms of Service (https://www.icann.org/privacy/tos). You can visit the Mailman link above to change your membership status or configuration, including unsubscribing, setting digest-style delivery or disabling delivery altogether (e.g., for a vacation), and so on.
I wonder if we might also recommend that ALL contracts have "non-transferable" clauses included. Just to keep some control over situations like this. Bill Jouris On Wednesday, November 20, 2019, 12:05:50 PM PST, John Laprise <jlaprise@gmail.com> wrote: See 7.6.j.iv We may not be able to stop the transfer but may be able to make the case that the transfer is not on the public interest and get the board to amend the contract. Sent from my Pixel 3XL John Laprise, Ph.D. On Wed, Nov 20, 2019, 12:43 PM Kaili Kan <kankaili@gmail.com> wrote: Very interesting indeed. Exactly what At-Large is for ! However, sorry that have to apologize for this meting, having a bad cold. :( Kaili On Thu, Nov 21, 2019 at 1:13 AM Maureen Hilyard <maureen.hilyard@gmail.com> wrote: Sounds like an interesting CPWG meeting coming up :) M On Wed, Nov 20, 2019 at 5:39 AM Bartlett Morgan <me@bartlettmorgan.com> wrote: Imagine ICANN getting the pants sued off of it if it does... -Bart Sent from my mobile On 20 Nov 2019, at 11:28, Evan Leibovitch <evan@telly.org> wrote: That's what I mean, re-delegating it from PIR to a real nonprofit. I will check, and maybe others can help.... but I believe that there is a clause in the registry agreement that allows ICANN to terminate if there is a major change in the status of the owner (in this case, PIR changing from nonprofit to for-profit). Of course ICANN has rarely if ever acted on this capability, but I believe it exists. ___________________ Evan Leibovitch, Toronto @evanleibovitch/@el56 On Wed., Nov. 20, 2019, 9:26 a.m. Eduardo Diaz, <eduardodiazrivera@gmail.com> wrote: Evan: How .ORG can be re-delegated if it does not belong to ISOC but PIR? -ed On Wed, Nov 20, 2019 at 8:34 AM Evan Leibovitch <evan@telly.org> wrote: Or there could be totally new advice asking ICANN to re-delegate .ORG back to a nonprofit. It has that authority. https://gizmodo.com/private-equity-ghouls-buy-non-profit-that-handles-org-18... On Tue, 19 Nov 2019 at 17:25, John Laprise <jlaprise@gmail.com> wrote: On the advice we issued on the change in contractual terms. It's within ALAC's remit to issue advice on anything and this is exactly the kind of situation that allows us to nimbly address a situation. George Kirikos mentioned the s contingency in the list but by that time I'm pretty sure he had established himself as shrill and was in the process of being report to the ombudsman. We can ask the board to examine options here because we issued advice in good faith and expectation of ISOC being a good Steward of .org. selling it off to a VC firm was not something I considered likely and had I, would not have advocated in the way I did. Sent from my Pixel 3XL John Laprise, Ph.D. On Tue, Nov 19, 2019, 1:22 PM Alan Greenberg <alan.greenberg@mcgill.ca> wrote: On what issue John? Alan -- Sent from my mobile. Please excuse brevity and typos. On November 19, 2019 1:31:18 PM EST, John Laprise <jlaprise@gmail.com> wrote: I agree with Evan. This is an astounding sort sighted deal by ISOC which essentially squandered the trust of it's membership for financial gain. Trust is the most precious commodity of any non profit and hard to regain once lost. Furthermore, ALAC and CPWG should urgently amend our advice on the contractual issue to reflect new situation. I am no longer in support on this issue. Sent from my Pixel 3XL John Laprise, Ph.D.Show quoted text Sent from my Pixel 3XL John Laprise, Ph.D. On Tue, Nov 19, 2019, 3:58 AM Evan Leibovitch <evan@telly.org> wrote: On Mon, 18 Nov 2019 at 09:16, Hadia Abdelsalam Mokhtar EL miniawi <Hadia@tra.gov.eg> wrote: I would certainly assume that ISOC got a very decent amount of money from Ethos for the deal to go forward. At this point I would assume that ISOC has insured its way forward. However, what is still to be seen is the effect on the .org prices, hopefully going forward they would have special prices for non profits. Two factors come to mind in considering the long term effects of the sale, over and above the financial-stability component of which we are all aware. Consider: The substance: PIR was more than just an ISOC asset. The Internet Society was custodian of the only global top-level domain that was, by nature and its very name, acting in the public interest. In a sea of TLDsharks, dot-org could be seen as a body that brought both financial stability to ISOC and social responsibility among the registries. Its size and nonprofit status would keep costs down and corporate direction serving a social mission. Its competitive presence could tamp down the excesses of the industry. And now that's gone. More important than the divestment of PIR is its change from nonprofit to Just Another Shareholder-Value-Maximizing part of the domain ecosystem, its uniqueness vanished in an instant. In the aim of maximizing its own revenue ISOC haseliminated from the the Internet the only publicly-accessible nonprofit gTLD.Gone is thissubstantial voice of public-interest sanity within the registry community, replaced by an entity barely more ethically motivated than Donuts. As a dot-org"owner", this hurts personally. But as someone trying to advance Internet domains as a component of progress, this hurts on a global scale. Stewardship of a socially-motivated registry was one of ISOC'score global functions IMO. With that gone,so is part of ISOC's value. The process: The path that led to thedivestment of PIR, both before and after the decision had been made, has laid bare a core ISOC culture that is the opposite of the openness it asks the world to embrace. At a level of fiscal responsibility, ISOC's action was exactly what one would expect any for-profit entity to do. Maximize benefit through a secretive process that catches everyone unaware -- not just of the transaction but of the urgency to do it, Except ISOC is not a for-profit entity. It displays itself to the world as a community body that encourages involvement at a personal, regional, institutional or national scale. It has carefully crafted and evolved a Chapters Advisory Council explicitly designed to provide management with the view from the grassroots, alongside a parallel Council for corporate participants. This was combined with global virtual events such as InterCommunity that were created to give ISOC a global awareness of what was needed to promote a more-open Internet. And it has always had an individual-membership program, which isn't really talked about these days as these "members" have neither any costs nor any benefits. None of these mechanisms were employed, none of these entities consulted, before or after the decision, even under NDA. The community wasn't even aware that PIR was being shopped around. As a result, there was no open solicitation, no publicly-competitive process, no opportunity for any other firm to make a counter-offer that might keep PIR nonprofit. We'll never know. Or maybe it wasn't shopped around and someone just made ISOC an offer it couldn't refuse. But ISOC isn't Jack Woltz. The community had no idea of any sense of urgency to sell PIR, and certainly was never consulted about the ethics or consequences of turning PIR for-profit. The common nonprofit practice of having major decisions ratified by stakeholders at an AGM is also nowhere in sight. So now we know the reality of ISOC's corporate culture. Promote openness and consultation when convenient, but be opaque when it matters. I don't know if ISOC considers me a stakeholder, or for that matter anyone else on this list, any Chapter or any Organization Member. In fact right now I have no idea who ISOC considers its stakeholders to be; it certainly didn't consult any before the fact or ask for any blessings afterwards. Not even informally. So who shows up at the AGM? Just the Trustees? In any case, the deal is essentially done. ISOC clearly appears to have assured its financial stability, which is certainly a Good Thing. But with a crown jewel of the Internet fading away and the shallowness of its commitment to openness and community exposed in the process, it is legitimate to ask whether ISOC has sold more than a registry. We won't know the answer to that for a while- Evan _______________________________________________ CPWG mailing list CPWG@icann.org https://mm.icann.org/mailman/listinfo/cpwg _______________________________________________ By submitting your personal data, you consent to the processing of your personal data for purposes of subscribing to this mailing list accordance with the ICANN Privacy Policy (https://www.icann.org/privacy/policy) and the website Terms of Service (https://www.icann.org/privacy/tos). You can visit the Mailman link above to change your membership status or configuration, including unsubscribing, setting digest-style delivery or disabling delivery altogether (e.g., for a vacation), and so on. -- Evan Leibovitch, Toronto Canada@evanleibovitch or @el56_______________________________________________ CPWG mailing list CPWG@icann.org https://mm.icann.org/mailman/listinfo/cpwg _______________________________________________ By submitting your personal data, you consent to the processing of your personal data for purposes of subscribing to this mailing list accordance with the ICANN Privacy Policy (https://www.icann.org/privacy/policy) and the website Terms of Service (https://www.icann.org/privacy/tos). You can visit the Mailman link above to change your membership status or configuration, including unsubscribing, setting digest-style delivery or disabling delivery altogether (e.g., for a vacation), and so on. -- NOTICE: This email may contain information which is confidential and/or subject to legal privilege, and is intended for the use of the named addressee only. If you are not the intended recipient, you must not use, disclose or copy any part of this email. If you have received this email by mistake, please notify the sender and delete this message immediately. _______________________________________________ CPWG mailing list CPWG@icann.org https://mm.icann.org/mailman/listinfo/cpwg _______________________________________________ By submitting your personal data, you consent to the processing of your personal data for purposes of subscribing to this mailing list accordance with the ICANN Privacy Policy (https://www.icann.org/privacy/policy) and the website Terms of Service (https://www.icann.org/privacy/tos). You can visit the Mailman link above to change your membership status or configuration, including unsubscribing, setting digest-style delivery or disabling delivery altogether (e.g., for a vacation), and so on. _______________________________________________ CPWG mailing list CPWG@icann.org https://mm.icann.org/mailman/listinfo/cpwg _______________________________________________ By submitting your personal data, you consent to the processing of your personal data for purposes of subscribing to this mailing list accordance with the ICANN Privacy Policy (https://www.icann.org/privacy/policy) and the website Terms of Service (https://www.icann.org/privacy/tos). You can visit the Mailman link above to change your membership status or configuration, including unsubscribing, setting digest-style delivery or disabling delivery altogether (e.g., for a vacation), and so on. _______________________________________________ CPWG mailing list CPWG@icann.org https://mm.icann.org/mailman/listinfo/cpwg _______________________________________________ By submitting your personal data, you consent to the processing of your personal data for purposes of subscribing to this mailing list accordance with the ICANN Privacy Policy (https://www.icann.org/privacy/policy) and the website Terms of Service (https://www.icann.org/privacy/tos). You can visit the Mailman link above to change your membership status or configuration, including unsubscribing, setting digest-style delivery or disabling delivery altogether (e.g., for a vacation), and so on. _______________________________________________ CPWG mailing list CPWG@icann.org https://mm.icann.org/mailman/listinfo/cpwg _______________________________________________ By submitting your personal data, you consent to the processing of your personal data for purposes of subscribing to this mailing list accordance with the ICANN Privacy Policy (https://www.icann.org/privacy/policy) and the website Terms of Service (https://www.icann.org/privacy/tos). You can visit the Mailman link above to change your membership status or configuration, including unsubscribing, setting digest-style delivery or disabling delivery altogether (e.g., for a vacation), and so on. _______________________________________________ CPWG mailing list CPWG@icann.org https://mm.icann.org/mailman/listinfo/cpwg _______________________________________________ By submitting your personal data, you consent to the processing of your personal data for purposes of subscribing to this mailing list accordance with the ICANN Privacy Policy (https://www.icann.org/privacy/policy) and the website Terms of Service (https://www.icann.org/privacy/tos). You can visit the Mailman link above to change your membership status or configuration, including unsubscribing, setting digest-style delivery or disabling delivery altogether (e.g., for a vacation), and so on.
I believe that there is no transfer of the .ORG domain to a new entity since it belongs to PIR and PIR is what is being sold, hence nothing you can do in that account. However, the issue may come up if PIR is turned into a for-profit company which may have contract consequences with ICANN since PRI is a registry for all purposes. -ed On Wed, Nov 20, 2019 at 4:05 PM John Laprise <jlaprise@gmail.com> wrote:
See 7.6.j.iv
We may not be able to stop the transfer but may be able to make the case that the transfer is not on the public interest and get the board to amend the contract.
Sent from my Pixel 3XL
John Laprise, Ph.D.
On Wed, Nov 20, 2019, 12:43 PM Kaili Kan <kankaili@gmail.com> wrote:
Very interesting indeed. Exactly what At-Large is for !
However, sorry that have to apologize for this meting, having a bad cold. :(
Kaili
On Thu, Nov 21, 2019 at 1:13 AM Maureen Hilyard < maureen.hilyard@gmail.com> wrote:
Sounds like an interesting CPWG meeting coming up :)
M
On Wed, Nov 20, 2019 at 5:39 AM Bartlett Morgan <me@bartlettmorgan.com> wrote:
Imagine ICANN getting the pants sued off of it if it does...
- Bart Sent from my mobile
On 20 Nov 2019, at 11:28, Evan Leibovitch <evan@telly.org> wrote:
That's what I mean, re-delegating it from PIR to a real nonprofit.
I will check, and maybe others can help.... but I believe that there is a clause in the registry agreement that allows ICANN to terminate if there is a major change in the status of the owner (in this case, PIR changing from nonprofit to for-profit).
Of course ICANN has rarely if ever acted on this capability, but I believe it exists.
___________________ Evan Leibovitch, Toronto @evanleibovitch/@el56
On Wed., Nov. 20, 2019, 9:26 a.m. Eduardo Diaz, < eduardodiazrivera@gmail.com> wrote:
Evan:
How .ORG can be re-delegated if it does not belong to ISOC but PIR?
-ed
On Wed, Nov 20, 2019 at 8:34 AM Evan Leibovitch <evan@telly.org> wrote:
Or there could be totally new advice asking ICANN to re-delegate .ORG back to a nonprofit. It has that authority.
https://gizmodo.com/private-equity-ghouls-buy-non-profit-that-handles-org-18...
On Tue, 19 Nov 2019 at 17:25, John Laprise <jlaprise@gmail.com> wrote:
> On the advice we issued on the change in contractual terms. It's > within ALAC's remit to issue advice on anything and this is exactly the > kind of situation that allows us to nimbly address a situation. George > Kirikos mentioned the s contingency in the list but by that time I'm pretty > sure he had established himself as shrill and was in the process of being > report to the ombudsman. We can ask the board to examine options here > because we issued advice in good faith and expectation of ISOC being a good > Steward of .org. selling it off to a VC firm was not something I considered > likely and had I, would not have advocated in the way I did. > > Sent from my Pixel 3XL > > John Laprise, Ph.D. > > On Tue, Nov 19, 2019, 1:22 PM Alan Greenberg < > alan.greenberg@mcgill.ca> wrote: > >> On what issue John? >> >> Alan >> -- >> Sent from my mobile. Please excuse brevity and typos. >> >> On November 19, 2019 1:31:18 PM EST, John Laprise < >> jlaprise@gmail.com> wrote: >>> >>> I agree with Evan. This is an astounding sort sighted deal by ISOC >>> which essentially squandered the trust of it's membership for financial >>> gain. Trust is the most precious commodity of any non profit and hard to >>> regain once lost. >>> >>> Furthermore, ALAC and CPWG should urgently amend our advice on the >>> contractual issue to reflect new situation. I am no longer in support on >>> this issue. >>> >>> Sent from my Pixel 3XL >>> >>> John Laprise, Ph.D. >>> Show quoted text >>> >>> >>> Sent from my Pixel 3XL >>> >>> John Laprise, Ph.D. >>> >>> On Tue, Nov 19, 2019, 3:58 AM Evan Leibovitch <evan@telly.org> >>> wrote: >>> >>>> On Mon, 18 Nov 2019 at 09:16, Hadia Abdelsalam Mokhtar EL miniawi >>>> <Hadia@tra.gov.eg> wrote: >>>> >>>>> I would certainly assume that ISOC got a very decent amount of >>>>> money from Ethos for the deal to go forward. At this point I would assume >>>>> that ISOC has insured its way forward. However, what is still to be seen is >>>>> the effect on the .org prices, hopefully going forward they would have >>>>> special prices for non profits. >>>> >>>> >>>> Two factors come to mind in considering the long term effects of >>>> the sale, over and above the financial-stability component of which we are >>>> all aware. Consider: >>>> >>>> >>>> *The substance:* >>>> >>>> PIR was more than just an ISOC asset. The Internet Society was >>>> custodian of the only global top-level domain that was, by >>>> nature and its very name, acting in the public interest. In a sea of >>>> TLD sharks, dot-org could be seen as a body that brought both >>>> financial stability to ISOC and social responsibility among the registries. >>>> Its size and nonprofit status would keep costs down and >>>> corporate direction serving a social mission. Its competitive >>>> presence could tamp down the excesses of the industry. >>>> >>>> And now that's gone. More important than the divestment of PIR is >>>> its change from nonprofit to Just Another Shareholder-Value-Maximizing part >>>> of the domain ecosystem, its uniqueness vanished in an instant. >>>> In the aim of maximizing its own revenue ISOC has eliminated from >>>> the the Internet the only publicly-accessible nonprofit gTLD. Gone >>>> is this substantial voice of public-interest sanity within the >>>> registry community, replaced by an entity barely more ethically motivated >>>> than Donuts. As a dot-org "owner", this hurts personally. But as >>>> someone trying to advance Internet domains as a component of progress, this >>>> hurts on a global scale. >>>> >>>> Stewardship of a socially-motivated registry was one of ISOC's >>>> core global functions IMO. With that gone, so is part of ISOC's >>>> value. >>>> >>>> >>>> *The process:* >>>> >>>> The path that led to the divestment of PIR, both before and after >>>> the decision had been made, has laid bare a core ISOC culture >>>> that is the opposite of the openness it asks the world to embrace. >>>> At a level of fiscal responsibility, ISOC's action was exactly what one >>>> would expect any for-profit entity to do. Maximize benefit through a >>>> secretive process that catches everyone unaware -- not just of the >>>> transaction but of the urgency to do it, >>>> >>>> Except ISOC is not a for-profit entity. It displays itself to the >>>> world as a community body that encourages involvement at a personal, >>>> regional, institutional or national scale. It has carefully crafted and >>>> evolved a Chapters Advisory Council explicitly designed to provide >>>> management with the view from the grassroots, alongside a parallel Council >>>> for corporate participants. This was combined with global >>>> virtual events such as InterCommunity that were created to give ISOC a >>>> global awareness of what was needed to promote a more-open Internet. And it >>>> has always had an individual-membership program, which isn't really talked >>>> about these days as these "members" have neither any costs nor any benefits. >>>> >>>> None of these mechanisms were employed, none of these entities >>>> consulted, before or after the decision, even under NDA. The community >>>> wasn't even aware that PIR was being shopped around. As a result, there was >>>> no open solicitation, no publicly-competitive process, no opportunity for >>>> any other firm to make a counter-offer that might keep PIR nonprofit. We'll >>>> never know. Or maybe it wasn't shopped around and someone just made ISOC an >>>> offer it couldn't refuse. But ISOC isn't Jack Woltz. The >>>> community had no idea of any sense of urgency to sell PIR, and certainly >>>> was never consulted about the ethics or consequences of turning PIR >>>> for-profit. The common nonprofit practice of having major >>>> decisions ratified by stakeholders at an AGM is also nowhere in sight. >>>> >>>> So now we know the reality of ISOC's corporate culture. Promote >>>> openness and consultation when convenient, but be opaque when it matters. >>>> >>>> >>>> I don't know if ISOC considers me a stakeholder, or for that >>>> matter anyone else on this list, any Chapter or any Organization Member. In >>>> fact right now I have no idea who ISOC considers its stakeholders to be; it >>>> certainly didn't consult any before the fact or ask for any blessings >>>> afterwards. Not even informally. So who shows up at the AGM? Just the >>>> Trustees? >>>> >>>> In any case, the deal is essentially done. ISOC clearly appears >>>> to have assured its financial stability, which is certainly a Good Thing. >>>> But with a crown jewel of the Internet fading away and the shallowness of >>>> its commitment to openness and community exposed in the process, it is >>>> legitimate to ask whether ISOC has sold more than a registry. >>>> >>>> We won't know the answer to that for a while >>>> - Evan >>>> _______________________________________________ >>>> CPWG mailing list >>>> CPWG@icann.org >>>> https://mm.icann.org/mailman/listinfo/cpwg >>>> >>>> _______________________________________________ >>>> By submitting your personal data, you consent to the processing >>>> of your personal data for purposes of subscribing to this mailing list >>>> accordance with the ICANN Privacy Policy ( >>>> https://www.icann.org/privacy/policy) and the website Terms of >>>> Service (https://www.icann.org/privacy/tos). You can visit the >>>> Mailman link above to change your membership status or configuration, >>>> including unsubscribing, setting digest-style delivery or disabling >>>> delivery altogether (e.g., for a vacation), and so on. >>> >>>
-- Evan Leibovitch, Toronto Canada @evanleibovitch or @el56 _______________________________________________ CPWG mailing list CPWG@icann.org https://mm.icann.org/mailman/listinfo/cpwg
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Regarding the question of whether “a transfer” is occurring, as I set out in my email to this list of Monday, November 18, 2019 (appended below for your ease of reference), Section 7.5 deems any change of control of the registry, to be an “assignment”. Ethos is taking control of PIR. That is therefore an assignment. ICANN has the contractual right to reasonably withhold its consent to any assignment. What could be a reasonable basis to withhold consent? Amongst possible other reasons, it could be that; a) there are important policy and practical reasons why the .org registry should continue to be operated by a nonprofit; b) the original basis and presumption for awarding the .org registry was because it was being operated by a nonprofit (see https://twitter.com/bretfausett/status/1195092498395357184; From 2002 “ISOC’s global membership and heritage and PIR’s non-profit status will ensure the registry remains sensitive to non-commercial concerns.”); c) without disclosure and approval of the funders/shareholder of the new owner and them being found to be satisfactory, there is no reasonable basis for entrusting the registry to a new and unknown for-profit company; and d) the renewal of the agreement just a few months ago, wherein price caps were removed, was premised on a public-minded non-profit continuing to control and operate the registry. Zak Muscovitch General Counsel, ICA Muscovitch Law P.C. zak@muscovitch.com<mailto:zak@muscovitch.com> 1-866-654-7129 416-924-5084 http://www.trademarks-canada.com/ https://www.muscovitch.com/ https://dnattorney.com/ From: Zak Muscovitch <zak@muscovitch.com<mailto:zak@muscovitch.com>> Date: Mon, Nov 18, 2019 at 11:07 AM Subject: Re: [CPWG] [registration-issues-wg] [GTLD-WG] Fwd: ISOC sells PIR To: cpwg@icann.org<mailto:cpwg@icann.org> <cpwg@icann.org<mailto:cpwg@icann.org>> Alan, while it is certainly an open question whether ICANN will take any action in response to the announced sale of PIR, it doesn’t appear to be debateable whether or not selling PIR would constitute a “change of control” under the .Org Registry Agreement. Pursuant to Section 2.9(b) of the .org Registry Agreement: “For the purposes of this Agreement…“control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a person or entity, whether through the ownership of securities, as trustee or executor, by serving as an employee or a member of a board of directors or equivalent governing body, by contract, by credit arrangement or otherwise.” ISOC clearly stated in its Press Release that “Ethos Capital will acquire PIR and all of its assets from the Internet Society”, and obviously such a sale wherein Ethos would take over PIR is a change of control, as understood by both Section 2.9(b) and as this term is widely understood in business and in law. For example, this is how the Corporate Finance Institute defines a change of control: “In finance, a Change of Control occurs when there is a material change in the ownership of a company. The exact criteria that determine such a change can vary and are defined by law and through contractual agreements. A change of control clause is often included in creditor pacts<https://corporatefinanceinstitute.com/resources/templates/financial-modeling...> and executive employment agreements to protect investors<https://corporatefinanceinstitute.com/resources/knowledge/accounting/stockho...> and managers from major changes in how the company is run.” (see : https://corporatefinanceinstitute.com/resources/knowledge/deals/change-of-co...) Indeed the change of control provision in the .Org Registry Agreement was ostensibly included precisely to provide ICANN with protection in the event that ISOC purported to sell the .Org registry, i.e. a change of control. Section 7.5, as you pointed out below, specifically prohibits any assignment of the agreement, and deems any direct or indirect “change of control” to be an assignment. The Agreement does however, only enable ICANN to “reasonably” withhold its approval. In the circumstances, it would be eminently reasonable to withhold approval, given the facts that; a) this sale was apparently unknown at the time of the recent renewal of the Registry Agreement which inter alia, removed price caps and imposed URS despite it not being a Consensus Policy; and b) selling the .Org registry to a private capital company would appear to be contrary to the original intention in awarding the .Org registry, home of nonprofits, to ISOC. Zak Muscovitch General Counsel, ICA InternetCommerce.org From: CPWG <cpwg-bounces@icann.org> On Behalf Of Eduardo Diaz Sent: November-20-19 3:22 PM To: John Laprise <jlaprise@gmail.com> Cc: CPWG <cpwg@icann.org>; Alan Greenberg <alan.greenberg@mcgill.ca> Subject: Re: [CPWG] [GTLD-WG] Fwd: Re: [registration-issues-wg] Fwd: ISOC sells PIR I believe that there is no transfer of the .ORG domain to a new entity since it belongs to PIR and PIR is what is being sold, hence nothing you can do in that account. However, the issue may come up if PIR is turned into a for-profit company which may have contract consequences with ICANN since PRI is a registry for all purposes. -ed On Wed, Nov 20, 2019 at 4:05 PM John Laprise <jlaprise@gmail.com<mailto:jlaprise@gmail.com>> wrote: See 7.6.j.iv We may not be able to stop the transfer but may be able to make the case that the transfer is not on the public interest and get the board to amend the contract. Sent from my Pixel 3XL John Laprise, Ph.D. On Wed, Nov 20, 2019, 12:43 PM Kaili Kan <kankaili@gmail.com<mailto:kankaili@gmail.com>> wrote: Very interesting indeed. Exactly what At-Large is for ! However, sorry that have to apologize for this meting, having a bad cold. :( Kaili On Thu, Nov 21, 2019 at 1:13 AM Maureen Hilyard <maureen.hilyard@gmail.com<mailto:maureen.hilyard@gmail.com>> wrote: Sounds like an interesting CPWG meeting coming up :) M On Wed, Nov 20, 2019 at 5:39 AM Bartlett Morgan <me@bartlettmorgan.com<mailto:me@bartlettmorgan.com>> wrote: Imagine ICANN getting the pants sued off of it if it does... - Bart Sent from my mobile On 20 Nov 2019, at 11:28, Evan Leibovitch <evan@telly.org<mailto:evan@telly.org>> wrote: That's what I mean, re-delegating it from PIR to a real nonprofit. I will check, and maybe others can help.... but I believe that there is a clause in the registry agreement that allows ICANN to terminate if there is a major change in the status of the owner (in this case, PIR changing from nonprofit to for-profit). Of course ICANN has rarely if ever acted on this capability, but I believe it exists. ___________________ Evan Leibovitch, Toronto @evanleibovitch/@el56 On Wed., Nov. 20, 2019, 9:26 a.m. Eduardo Diaz, <eduardodiazrivera@gmail.com<mailto:eduardodiazrivera@gmail.com>> wrote: Evan: How .ORG can be re-delegated if it does not belong to ISOC but PIR? -ed On Wed, Nov 20, 2019 at 8:34 AM Evan Leibovitch <evan@telly.org<mailto:evan@telly.org>> wrote: Or there could be totally new advice asking ICANN to re-delegate .ORG back to a nonprofit. It has that authority. https://gizmodo.com/private-equity-ghouls-buy-non-profit-that-handles-org-18... On Tue, 19 Nov 2019 at 17:25, John Laprise <jlaprise@gmail.com<mailto:jlaprise@gmail.com>> wrote: On the advice we issued on the change in contractual terms. It's within ALAC's remit to issue advice on anything and this is exactly the kind of situation that allows us to nimbly address a situation. George Kirikos mentioned the s contingency in the list but by that time I'm pretty sure he had established himself as shrill and was in the process of being report to the ombudsman. We can ask the board to examine options here because we issued advice in good faith and expectation of ISOC being a good Steward of .org. selling it off to a VC firm was not something I considered likely and had I, would not have advocated in the way I did. Sent from my Pixel 3XL John Laprise, Ph.D. On Tue, Nov 19, 2019, 1:22 PM Alan Greenberg <alan.greenberg@mcgill.ca<mailto:alan.greenberg@mcgill.ca>> wrote: On what issue John? Alan -- Sent from my mobile. Please excuse brevity and typos. On November 19, 2019 1:31:18 PM EST, John Laprise <jlaprise@gmail.com<mailto:jlaprise@gmail.com>> wrote: I agree with Evan. This is an astounding sort sighted deal by ISOC which essentially squandered the trust of it's membership for financial gain. Trust is the most precious commodity of any non profit and hard to regain once lost. Furthermore, ALAC and CPWG should urgently amend our advice on the contractual issue to reflect new situation. I am no longer in support on this issue. Sent from my Pixel 3XL John Laprise, Ph.D. Show quoted text Sent from my Pixel 3XL John Laprise, Ph.D. On Tue, Nov 19, 2019, 3:58 AM Evan Leibovitch <evan@telly.org<mailto:evan@telly.org>> wrote: On Mon, 18 Nov 2019 at 09:16, Hadia Abdelsalam Mokhtar EL miniawi <Hadia@tra.gov.eg<mailto:Hadia@tra.gov.eg>> wrote: I would certainly assume that ISOC got a very decent amount of money from Ethos for the deal to go forward. At this point I would assume that ISOC has insured its way forward. However, what is still to be seen is the effect on the .org prices, hopefully going forward they would have special prices for non profits. Two factors come to mind in considering the long term effects of the sale, over and above the financial-stability component of which we are all aware. Consider: The substance: PIR was more than just an ISOC asset. The Internet Society was custodian of the only global top-level domain that was, by nature and its very name, acting in the public interest. In a sea of TLD sharks, dot-org could be seen as a body that brought both financial stability to ISOC and social responsibility among the registries. Its size and nonprofit status would keep costs down and corporate direction serving a social mission. Its competitive presence could tamp down the excesses of the industry. And now that's gone. More important than the divestment of PIR is its change from nonprofit to Just Another Shareholder-Value-Maximizing part of the domain ecosystem, its uniqueness vanished in an instant. In the aim of maximizing its own revenue ISOC has eliminated from the the Internet the only publicly-accessible nonprofit gTLD. Gone is this substantial voice of public-interest sanity within the registry community, replaced by an entity barely more ethically motivated than Donuts. As a dot-org "owner", this hurts personally. But as someone trying to advance Internet domains as a component of progress, this hurts on a global scale. Stewardship of a socially-motivated registry was one of ISOC's core global functions IMO. With that gone, so is part of ISOC's value. The process: The path that led to the divestment of PIR, both before and after the decision had been made, has laid bare a core ISOC culture that is the opposite of the openness it asks the world to embrace. At a level of fiscal responsibility, ISOC's action was exactly what one would expect any for-profit entity to do. Maximize benefit through a secretive process that catches everyone unaware -- not just of the transaction but of the urgency to do it, Except ISOC is not a for-profit entity. It displays itself to the world as a community body that encourages involvement at a personal, regional, institutional or national scale. It has carefully crafted and evolved a Chapters Advisory Council explicitly designed to provide management with the view from the grassroots, alongside a parallel Council for corporate participants. This was combined with global virtual events such as InterCommunity that were created to give ISOC a global awareness of what was needed to promote a more-open Internet. And it has always had an individual-membership program, which isn't really talked about these days as these "members" have neither any costs nor any benefits. None of these mechanisms were employed, none of these entities consulted, before or after the decision, even under NDA. The community wasn't even aware that PIR was being shopped around. As a result, there was no open solicitation, no publicly-competitive process, no opportunity for any other firm to make a counter-offer that might keep PIR nonprofit. We'll never know. Or maybe it wasn't shopped around and someone just made ISOC an offer it couldn't refuse. But ISOC isn't Jack Woltz. The community had no idea of any sense of urgency to sell PIR, and certainly was never consulted about the ethics or consequences of turning PIR for-profit. The common nonprofit practice of having major decisions ratified by stakeholders at an AGM is also nowhere in sight. So now we know the reality of ISOC's corporate culture. Promote openness and consultation when convenient, but be opaque when it matters. I don't know if ISOC considers me a stakeholder, or for that matter anyone else on this list, any Chapter or any Organization Member. In fact right now I have no idea who ISOC considers its stakeholders to be; it certainly didn't consult any before the fact or ask for any blessings afterwards. Not even informally. So who shows up at the AGM? Just the Trustees? In any case, the deal is essentially done. ISOC clearly appears to have assured its financial stability, which is certainly a Good Thing. But with a crown jewel of the Internet fading away and the shallowness of its commitment to openness and community exposed in the process, it is legitimate to ask whether ISOC has sold more than a registry. We won't know the answer to that for a while [https://ssl.gstatic.com/ui/v1/icons/mail/images/cleardot.gif] - Evan _______________________________________________ CPWG mailing list CPWG@icann.org<mailto:CPWG@icann.org> https://mm.icann.org/mailman/listinfo/cpwg _______________________________________________ By submitting your personal data, you consent to the processing of your personal data for purposes of subscribing to this mailing list accordance with the ICANN Privacy Policy (https://www.icann.org/privacy/policy) and the website Terms of Service (https://www.icann.org/privacy/tos). You can visit the Mailman link above to change your membership status or configuration, including unsubscribing, setting digest-style delivery or disabling delivery altogether (e.g., for a vacation), and so on. -- Evan Leibovitch, Toronto Canada @evanleibovitch or @el56 _______________________________________________ CPWG mailing list CPWG@icann.org<mailto:CPWG@icann.org> https://mm.icann.org/mailman/listinfo/cpwg _______________________________________________ By submitting your personal data, you consent to the processing of your personal data for purposes of subscribing to this mailing list accordance with the ICANN Privacy Policy (https://www.icann.org/privacy/policy) and the website Terms of Service (https://www.icann.org/privacy/tos). You can visit the Mailman link above to change your membership status or configuration, including unsubscribing, setting digest-style delivery or disabling delivery altogether (e.g., for a vacation), and so on. -- NOTICE: This email may contain information which is confidential and/or subject to legal privilege, and is intended for the use of the named addressee only. If you are not the intended recipient, you must not use, disclose or copy any part of this email. If you have received this email by mistake, please notify the sender and delete this message immediately. _______________________________________________ CPWG mailing list CPWG@icann.org<mailto:CPWG@icann.org> https://mm.icann.org/mailman/listinfo/cpwg _______________________________________________ By submitting your personal data, you consent to the processing of your personal data for purposes of subscribing to this mailing list accordance with the ICANN Privacy Policy (https://www.icann.org/privacy/policy) and the website Terms of Service (https://www.icann.org/privacy/tos). You can visit the Mailman link above to change your membership status or configuration, including unsubscribing, setting digest-style delivery or disabling delivery altogether (e.g., for a vacation), and so on. _______________________________________________ CPWG mailing list CPWG@icann.org<mailto:CPWG@icann.org> https://mm.icann.org/mailman/listinfo/cpwg _______________________________________________ By submitting your personal data, you consent to the processing of your personal data for purposes of subscribing to this mailing list accordance with the ICANN Privacy Policy (https://www.icann.org/privacy/policy) and the website Terms of Service (https://www.icann.org/privacy/tos). You can visit the Mailman link above to change your membership status or configuration, including unsubscribing, setting digest-style delivery or disabling delivery altogether (e.g., for a vacation), and so on. _______________________________________________ CPWG mailing list CPWG@icann.org<mailto:CPWG@icann.org> https://mm.icann.org/mailman/listinfo/cpwg _______________________________________________ By submitting your personal data, you consent to the processing of your personal data for purposes of subscribing to this mailing list accordance with the ICANN Privacy Policy (https://www.icann.org/privacy/policy) and the website Terms of Service (https://www.icann.org/privacy/tos). You can visit the Mailman link above to change your membership status or configuration, including unsubscribing, setting digest-style delivery or disabling delivery altogether (e.g., for a vacation), and so on. _______________________________________________ CPWG mailing list CPWG@icann.org<mailto:CPWG@icann.org> https://mm.icann.org/mailman/listinfo/cpwg _______________________________________________ By submitting your personal data, you consent to the processing of your personal data for purposes of subscribing to this mailing list accordance with the ICANN Privacy Policy (https://www.icann.org/privacy/policy) and the website Terms of Service (https://www.icann.org/privacy/tos). You can visit the Mailman link above to change your membership status or configuration, including unsubscribing, setting digest-style delivery or disabling delivery altogether (e.g., for a vacation), and so on. _______________________________________________ CPWG mailing list CPWG@icann.org<mailto:CPWG@icann.org> https://mm.icann.org/mailman/listinfo/cpwg _______________________________________________ By submitting your personal data, you consent to the processing of your personal data for purposes of subscribing to this mailing list accordance with the ICANN Privacy Policy (https://www.icann.org/privacy/policy) and the website Terms of Service (https://www.icann.org/privacy/tos). 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Ah! "assignment" -- that's the word I was looking for, rather than "transfer." The next question that arises is, does ICANN have a process (preferably one which kicks in automatically) for reviewing a contract whenever a reassignment occurs? I would think it should start with the question: Is this a party with which we would have contracted is we were starting fresh? Including an opportunity for comment on the proposed new registry. Bill Jouris On Wednesday, November 20, 2019, 12:37:49 PM PST, Zak Muscovitch <zak@muscovitch.com> wrote: #yiv6092302348 #yiv6092302348 -- _filtered #yiv6092302348 {panose-1:2 4 5 3 5 4 6 3 2 4;} _filtered #yiv6092302348 {font-family:Calibri;panose-1:2 15 5 2 2 2 4 3 2 4;} _filtered #yiv6092302348 {font-family:Verdana;panose-1:2 11 6 4 3 5 4 4 2 4;} _filtered #yiv6092302348 {font-family:Cambria;panose-1:2 4 5 3 5 4 6 3 2 4;} _filtered #yiv6092302348 {font-family:Tahoma;panose-1:2 11 6 4 3 5 4 4 2 4;}#yiv6092302348 #yiv6092302348 p.yiv6092302348MsoNormal, #yiv6092302348 li.yiv6092302348MsoNormal, #yiv6092302348 div.yiv6092302348MsoNormal {margin:0cm;margin-bottom:.0001pt;font-size:11.0pt;font-family:sans-serif;}#yiv6092302348 a:link, #yiv6092302348 span.yiv6092302348MsoHyperlink {color:blue;text-decoration:underline;}#yiv6092302348 a:visited, #yiv6092302348 span.yiv6092302348MsoHyperlinkFollowed {color:purple;text-decoration:underline;}#yiv6092302348 p.yiv6092302348msonormal0, #yiv6092302348 li.yiv6092302348msonormal0, #yiv6092302348 div.yiv6092302348msonormal0 {margin-right:0cm;margin-left:0cm;font-size:11.0pt;font-family:sans-serif;}#yiv6092302348 span.yiv6092302348gmaildefault {}#yiv6092302348 span.yiv6092302348EmailStyle19 {font-family:sans-serif;color:windowtext;}#yiv6092302348 .yiv6092302348MsoChpDefault {font-family:sans-serif;} _filtered #yiv6092302348 {margin:72.0pt 72.0pt 72.0pt 72.0pt;}#yiv6092302348 div.yiv6092302348WordSection1 {}#yiv6092302348 Regarding the question of whether “a transfer” is occurring, as I set out in my email to this list of Monday, November 18, 2019 (appended below for your ease of reference), Section 7.5 deems any change of control of the registry, to be an “assignment”. Ethos is taking control of PIR. That is therefore an assignment. ICANN has the contractual right to reasonably withhold its consent to any assignment. What could be a reasonable basis to withhold consent? Amongst possible other reasons, it could be that; a) there are important policy and practical reasons why the .org registry should continue to be operated by a nonprofit; b) the original basis and presumption for awarding the .org registry was because it was being operated by a nonprofit (seehttps://twitter.com/bretfausett/status/1195092498395357184; From 2002 “ISOC’s global membership and heritage and PIR’s non-profit status will ensure the registry remains sensitive to non-commercial concerns.”); c) without disclosure and approval of the funders/shareholder of the new owner and them being found to be satisfactory, there is no reasonable basis for entrusting the registry to a new and unknown for-profit company; and d) the renewal of the agreement just a few months ago, wherein price caps were removed, was premised on a public-minded non-profit continuing to control and operate the registry. Zak Muscovitch General Counsel, ICA Muscovitch Law P.C. zak@muscovitch.com 1-866-654-7129 416-924-5084 http://www.trademarks-canada.com/ https://www.muscovitch.com/ https://dnattorney.com/ From: Zak Muscovitch <zak@muscovitch.com> Date: Mon, Nov 18, 2019 at 11:07 AM Subject: Re: [CPWG] [registration-issues-wg] [GTLD-WG] Fwd: ISOC sells PIR To: cpwg@icann.org <cpwg@icann.org> Alan, while it is certainly an open question whether ICANN will take any action in response to the announced sale of PIR, it doesn’t appear to be debateable whether or not selling PIR would constitute a “change of control” under the .Org Registry Agreement. Pursuant to Section 2.9(b) of the .org Registry Agreement: “For the purposes of this Agreement…“control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a person or entity, whether through the ownership of securities, as trustee or executor, by serving as an employee or a member of a board of directors or equivalent governing body, by contract, by credit arrangement or otherwise.” ISOC clearly stated in its Press Release that “Ethos Capital will acquire PIR and all of its assets from the Internet Society”, and obviously such a sale wherein Ethos would take over PIR is a change of control, as understood by both Section 2.9(b) and as this term is widely understood in business and in law. For example, this is how the Corporate Finance Institute defines a change of control: “In finance, a Change of Control occurs when there is a material change in the ownership of a company. The exact criteria that determine such a change can vary and are defined by law and through contractual agreements. A change of control clause is often included in creditor pacts and executive employment agreements to protect investors and managers from major changes in how the company is run.” (see : https://corporatefinanceinstitute.com/resources/knowledge/deals/change-of-co...) Indeed the change of control provision in the .Org Registry Agreement was ostensibly included precisely to provide ICANN with protection in the event that ISOC purported to sell the .Org registry, i.e. a change of control. Section 7.5, as you pointed out below, specifically prohibits any assignment of the agreement, and deems any direct or indirect “change of control” to be an assignment. The Agreement does however, only enable ICANN to “reasonably” withhold its approval. In the circumstances, it would be eminently reasonable to withhold approval, given the facts that; a) this sale was apparently unknown at the time of the recent renewal of the Registry Agreement which inter alia, removed price caps and imposed URS despite it not being a Consensus Policy; and b) selling the .Org registry to a private capital company would appear to be contrary to the original intention in awarding the .Org registry, home of nonprofits, to ISOC. Zak Muscovitch General Counsel, ICA InternetCommerce.org From: CPWG <cpwg-bounces@icann.org>On Behalf Of Eduardo Diaz Sent: November-20-19 3:22 PM To: John Laprise <jlaprise@gmail.com> Cc: CPWG <cpwg@icann.org>; Alan Greenberg <alan.greenberg@mcgill.ca> Subject: Re: [CPWG] [GTLD-WG] Fwd: Re: [registration-issues-wg] Fwd: ISOC sells PIR I believe that there is no transfer of the .ORG domain to a new entity since it belongs to PIR and PIR is what is being sold, hence nothing you can do in that account. However, the issue may come up if PIR is turned into a for-profit company which may have contract consequences with ICANN since PRI is a registry for all purposes. -ed On Wed, Nov 20, 2019 at 4:05 PM John Laprise <jlaprise@gmail.com> wrote: See 7.6.j.iv We may not be able to stop the transfer but may be able to make the case that the transfer is not on the public interest and get the board to amend the contract. Sent from my Pixel 3XL John Laprise, Ph.D. On Wed, Nov 20, 2019, 12:43 PM Kaili Kan <kankaili@gmail.com> wrote: Very interesting indeed. Exactly what At-Large is for ! However, sorry that have to apologize for this meting, having a bad cold. :( Kaili On Thu, Nov 21, 2019 at 1:13 AM Maureen Hilyard <maureen.hilyard@gmail.com> wrote: Sounds like an interesting CPWG meeting coming up :) M On Wed, Nov 20, 2019 at 5:39 AM Bartlett Morgan <me@bartlettmorgan.com> wrote: Imagine ICANN getting the pants sued off of it if it does... - Bart Sent from my mobile On 20 Nov 2019, at 11:28, Evan Leibovitch <evan@telly.org> wrote: That's what I mean, re-delegating it from PIR to a real nonprofit. I will check, and maybe others can help.... but I believe that there is a clause in the registry agreement that allows ICANN to terminate if there is a major change in the status of the owner (in this case, PIR changing from nonprofit to for-profit). Of course ICANN has rarely if ever acted on this capability, but I believe it exists. ___________________ Evan Leibovitch, Toronto @evanleibovitch/@el56 On Wed., Nov. 20, 2019, 9:26 a.m. Eduardo Diaz, <eduardodiazrivera@gmail.com> wrote: Evan: How .ORG can be re-delegated if it does not belong to ISOC but PIR? -ed On Wed, Nov 20, 2019 at 8:34 AM Evan Leibovitch <evan@telly.org> wrote: Or there could be totally new advice asking ICANN to re-delegate .ORG back to a nonprofit. It has that authority. https://gizmodo.com/private-equity-ghouls-buy-non-profit-that-handles-org-18... On Tue, 19 Nov 2019 at 17:25, John Laprise <jlaprise@gmail.com> wrote: On the advice we issued on the change in contractual terms. It's within ALAC's remit to issue advice on anything and this is exactly the kind of situation that allows us to nimbly address a situation. George Kirikos mentioned the s contingency in the list but by that time I'm pretty sure he had established himself as shrill and was in the process of being report to the ombudsman. We can ask the board to examine options here because we issued advice in good faith and expectation of ISOC being a good Steward of .org. selling it off to a VC firm was not something I considered likely and had I, would not have advocated in the way I did. Sent from my Pixel 3XL John Laprise, Ph.D. On Tue, Nov 19, 2019, 1:22 PM Alan Greenberg <alan.greenberg@mcgill.ca> wrote: On what issue John? Alan -- Sent from my mobile. Please excuse brevity and typos. On November 19, 2019 1:31:18 PM EST, John Laprise <jlaprise@gmail.com> wrote: I agree with Evan. This is an astounding sort sighted deal by ISOC which essentially squandered the trust of it's membership for financial gain. Trust is the most precious commodity of any non profit and hard to regain once lost. Furthermore, ALAC and CPWG should urgently amend our advice on the contractual issue to reflect new situation. I am no longer in support on this issue. Sent from my Pixel 3XL John Laprise, Ph.D. Show quoted text Sent from my Pixel 3XL John Laprise, Ph.D. On Tue, Nov 19, 2019, 3:58 AM Evan Leibovitch <evan@telly.org> wrote: On Mon, 18 Nov 2019 at 09:16, Hadia Abdelsalam Mokhtar EL miniawi <Hadia@tra.gov.eg> wrote: I would certainly assume that ISOC got a very decent amount of money from Ethos for the deal to go forward. At this point I would assume that ISOC has insured its way forward. However, what is still to be seen is the effect on the .org prices, hopefully going forward they would have special prices for non profits. Two factors come to mind in considering the long term effects of the sale, over and above the financial-stability component of which we are all aware. Consider: The substance: PIR was more than just an ISOC asset. The Internet Society was custodian of the only global top-level domain that was, by nature and its very name, acting in the public interest. In a sea of TLD sharks, dot-org could be seen as a body that brought both financial stability to ISOC and social responsibility among the registries. Its size andnonprofit status would keep costs down and corporate direction serving a social mission. Its competitive presence could tamp down the excesses of the industry. And now that's gone. More important than the divestment of PIR is its change from nonprofit to Just Another Shareholder-Value-Maximizing part of the domain ecosystem, its uniqueness vanished in an instant. In the aim of maximizing its own revenue ISOC haseliminated from the the Internet the only publicly-accessible nonprofit gTLD. Gone is this substantial voice of public-interest sanity within the registry community, replaced by an entity barely more ethically motivated than Donuts. As a dot-org"owner", this hurts personally. But as someone trying to advance Internet domains as a component of progress, this hurts on a global scale. Stewardship of a socially-motivated registry was one of ISOC'score global functions IMO. With that gone,so is part of ISOC's value. The process: The path that led to thedivestment of PIR, both before and after the decision had been made, has laid bare a core ISOC culture that is the opposite of the openness it asks the world to embrace. At a level of fiscal responsibility, ISOC's action was exactly what one would expect any for-profit entity to do. Maximize benefit through a secretive process that catches everyone unaware -- not just of the transaction but of the urgency to do it, Except ISOC is not a for-profit entity. It displays itself to the world as a community body that encourages involvement at a personal, regional, institutional or national scale. It has carefully crafted and evolved a Chapters Advisory Council explicitly designed to provide management with the view from the grassroots, alongside a parallel Council for corporate participants. This was combined with global virtual events such as InterCommunity that were created to give ISOC a global awareness of what was needed to promote a more-open Internet. And it has always had an individual-membership program, which isn't really talked about these days as these "members" have neither any costs nor any benefits. None of these mechanisms were employed, none of these entities consulted, before or after the decision, even under NDA. The community wasn't even aware that PIR was being shopped around. As a result, there was no open solicitation, no publicly-competitive process, no opportunity for any other firm to make a counter-offer that might keep PIR nonprofit. We'll never know. Or maybe it wasn't shopped around and someone just made ISOC an offer it couldn't refuse. But ISOC isn't Jack Woltz. The community had no idea of any sense of urgency to sell PIR, and certainly was never consulted about the ethics or consequences of turning PIR for-profit. The common nonprofit practice of having major decisions ratified by stakeholders at an AGM is also nowhere in sight. So now we know the reality of ISOC's corporate culture. Promote openness and consultation when convenient, but be opaque when it matters. I don't know if ISOC considers me a stakeholder, or for that matter anyone else on this list, any Chapter or any Organization Member. In fact right now I have no idea who ISOC considers its stakeholders to be; it certainly didn't consult any before the fact or ask for any blessings afterwards. Not even informally. So who shows up at the AGM? Just the Trustees? In any case, the deal is essentially done. ISOC clearly appears to have assured its financial stability, which is certainly a Good Thing. But with a crown jewel of the Internet fading away and the shallowness of its commitment to openness and community exposed in the process, it is legitimate to ask whether ISOC has sold more than a registry. We won't know the answer to that for a while - Evan _______________________________________________ CPWG mailing list CPWG@icann.org https://mm.icann.org/mailman/listinfo/cpwg _______________________________________________ By submitting your personal data, you consent to the processing of your personal data for purposes of subscribing to this mailing list accordance with the ICANN Privacy Policy (https://www.icann.org/privacy/policy) and the website Terms of Service (https://www.icann.org/privacy/tos). You can visit the Mailman link above to change your membership status or configuration, including unsubscribing, setting digest-style delivery or disabling delivery altogether (e.g., for a vacation), and so on. -- Evan Leibovitch, Toronto Canada @evanleibovitch or @el56 _______________________________________________ CPWG mailing list CPWG@icann.org https://mm.icann.org/mailman/listinfo/cpwg _______________________________________________ By submitting your personal data, you consent to the processing of your personal data for purposes of subscribing to this mailing list accordance with the ICANN Privacy Policy (https://www.icann.org/privacy/policy) and the website Terms of Service (https://www.icann.org/privacy/tos). 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Good question! What’s ICANN’s process for dealing with assignments? This is what the Registry Agreement says about that, as per the below subsections of 7.5, appended below for your ease of reference: 1. ICANN must be given 30 days’ notice of any assignment or agreement to assign (remember, a change of control is deemed an assignment). 1. ICANN is then entitled to request additional information from the registry operator, including inter alia with respect to financial resources, and operational and technical capabilities; 1. The registry operator agrees that any assignment or change of control will be subject to background checks on any proposed new controlling entity; AND, if ICANN fails to provide or withhold its consent within 30 days of notice of the assignment (or 30 days from receipt of the requested information regarding the transaction), then ICANN shall be DEEMED to have consented to the transaction. So the key seems to be for ICANN to proactively ask questions and make its determination. If it doesn’t, its silence will be deemed to be acceptance. Zak Muscovitch General Counsel, ICA Subsections appended below, as aforementioned: (a) Registry Operator must provide no less than thirty (30) calendar days advance notice to ICANN of any assignment or Material Subcontracting Arrangement, and any agreement to assign or subcontract any portion of the operations of the TLD (whether or not a Material Subcontracting Arrangement) must mandate compliance with all covenants, obligations and agreements by Registry Operator hereunder, and Registry Operator shall continue to be bound by such covenants, obligations and agreements. Registry Operator must also provide no less than thirty (30) calendar days advance notice to ICANN prior to the consummation of any transaction anticipated to result in a direct or indirect change of control of Registry Operator. (b) Within thirty (30) calendar days of either such notification pursuant to Section 7.5(a), ICANN may request additional information from Registry Operator establishing (i) compliance with this Agreement and (ii) that the party acquiring such control or entering into such assignment or Material Subcontracting Arrangement (in any case, the “Contracting Party”) and the ultimate parent entity of the Contracting Party meets the ICANN-adopted specification or policy on registry operator criteria then in effect (including with respect to financial resources and operational and technical capabilities), in which case Registry Operator must supply the requested information within fifteen (15) calendar days. (c) Registry Operator agrees that ICANN’s consent to any assignment, change of control or Material Subcontracting Arrangement will also be subject to background checks on any proposed Contracting Party (and such Contracting Party’s Affiliates). (d) If ICANN fails to expressly provide or withhold its consent to any assignment, direct or indirect change of control of Registry Operator or any Material Subcontracting Arrangement within thirty (30) calendar days of ICANN’s receipt of notice of such transaction (or, if ICANN has requested additional information from Registry Operator as set forth above, thirty (30) calendar days of the receipt of all requested written information regarding such transaction) from Registry Operator, ICANN shall be deemed to have consented to such transaction. Muscovitch Law P.C. zak@muscovitch.com<mailto:zak@muscovitch.com> 1-866-654-7129 416-924-5084 http://www.trademarks-canada.com/ https://www.muscovitch.com/ https://dnattorney.com/ From: Bill Jouris <b_jouris@yahoo.com> Sent: November-20-19 3:48 PM To: Zak Muscovitch <zak@muscovitch.com> Cc: CPWG <cpwg@icann.org> Subject: Re: [CPWG] [GTLD-WG] Fwd: Re: [registration-issues-wg] Fwd: ISOC sells PIR Ah! "assignment" -- that's the word I was looking for, rather than "transfer." The next question that arises is, does ICANN have a process (preferably one which kicks in automatically) for reviewing a contract whenever a reassignment occurs? I would think it should start with the question: Is this a party with which we would have contracted is we were starting fresh? Including an opportunity for comment on the proposed new registry. Bill Jouris On Wednesday, November 20, 2019, 12:37:49 PM PST, Zak Muscovitch <zak@muscovitch.com> wrote: Regarding the question of whether “a transfer” is occurring, as I set out in my email to this list of Monday, November 18, 2019 (appended below for your ease of reference), Section 7.5 deems any change of control of the registry, to be an “assignment”. Ethos is taking control of PIR. That is therefore an assignment. ICANN has the contractual right to reasonably withhold its consent to any assignment. What could be a reasonable basis to withhold consent? Amongst possible other reasons, it could be that; a) there are important policy and practical reasons why the .org registry should continue to be operated by a nonprofit; b) the original basis and presumption for awarding the .org registry was because it was being operated by a nonprofit (see https://twitter.com/bretfausett/status/1195092498395357184; From 2002 “ISOC’s global membership and heritage and PIR’s non-profit status will ensure the registry remains sensitive to non-commercial concerns.”); c) without disclosure and approval of the funders/shareholder of the new owner and them being found to be satisfactory, there is no reasonable basis for entrusting the registry to a new and unknown for-profit company; and d) the renewal of the agreement just a few months ago, wherein price caps were removed, was premised on a public-minded non-profit continuing to control and operate the registry. Zak Muscovitch General Counsel, ICA Muscovitch Law P.C. zak@muscovitch.com<mailto:zak@muscovitch.com> 1-866-654-7129 416-924-5084 http://www.trademarks-canada.com/ https://www.muscovitch.com/ https://dnattorney.com/ From: Zak Muscovitch <zak@muscovitch.com<mailto:zak@muscovitch.com>> Date: Mon, Nov 18, 2019 at 11:07 AM Subject: Re: [CPWG] [registration-issues-wg] [GTLD-WG] Fwd: ISOC sells PIR To: cpwg@icann.org<mailto:cpwg@icann.org> <cpwg@icann.org<mailto:cpwg@icann.org>> Alan, while it is certainly an open question whether ICANN will take any action in response to the announced sale of PIR, it doesn’t appear to be debateable whether or not selling PIR would constitute a “change of control” under the .Org Registry Agreement. Pursuant to Section 2.9(b) of the .org Registry Agreement: “For the purposes of this Agreement…“control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a person or entity, whether through the ownership of securities, as trustee or executor, by serving as an employee or a member of a board of directors or equivalent governing body, by contract, by credit arrangement or otherwise.” ISOC clearly stated in its Press Release that “Ethos Capital will acquire PIR and all of its assets from the Internet Society”, and obviously such a sale wherein Ethos would take over PIR is a change of control, as understood by both Section 2.9(b) and as this term is widely understood in business and in law. For example, this is how the Corporate Finance Institute defines a change of control: “In finance, a Change of Control occurs when there is a material change in the ownership of a company. The exact criteria that determine such a change can vary and are defined by law and through contractual agreements. A change of control clause is often included in creditor pacts<https://corporatefinanceinstitute.com/resources/templates/financial-modeling...> and executive employment agreements to protect investors<https://corporatefinanceinstitute.com/resources/knowledge/accounting/stockho...> and managers from major changes in how the company is run.” (see : https://corporatefinanceinstitute.com/resources/knowledge/deals/change-of-co...) Indeed the change of control provision in the .Org Registry Agreement was ostensibly included precisely to provide ICANN with protection in the event that ISOC purported to sell the .Org registry, i.e. a change of control. Section 7.5, as you pointed out below, specifically prohibits any assignment of the agreement, and deems any direct or indirect “change of control” to be an assignment. The Agreement does however, only enable ICANN to “reasonably” withhold its approval. In the circumstances, it would be eminently reasonable to withhold approval, given the facts that; a) this sale was apparently unknown at the time of the recent renewal of the Registry Agreement which inter alia, removed price caps and imposed URS despite it not being a Consensus Policy; and b) selling the .Org registry to a private capital company would appear to be contrary to the original intention in awarding the .Org registry, home of nonprofits, to ISOC. Zak Muscovitch General Counsel, ICA InternetCommerce.org From: CPWG <cpwg-bounces@icann.org> On Behalf Of Eduardo Diaz Sent: November-20-19 3:22 PM To: John Laprise <jlaprise@gmail.com> Cc: CPWG <cpwg@icann.org>; Alan Greenberg <alan.greenberg@mcgill.ca> Subject: Re: [CPWG] [GTLD-WG] Fwd: Re: [registration-issues-wg] Fwd: ISOC sells PIR I believe that there is no transfer of the .ORG domain to a new entity since it belongs to PIR and PIR is what is being sold, hence nothing you can do in that account. However, the issue may come up if PIR is turned into a for-profit company which may have contract consequences with ICANN since PRI is a registry for all purposes. -ed On Wed, Nov 20, 2019 at 4:05 PM John Laprise <jlaprise@gmail.com<mailto:jlaprise@gmail.com>> wrote: See 7.6.j.iv We may not be able to stop the transfer but may be able to make the case that the transfer is not on the public interest and get the board to amend the contract. Sent from my Pixel 3XL John Laprise, Ph.D. On Wed, Nov 20, 2019, 12:43 PM Kaili Kan <kankaili@gmail.com<mailto:kankaili@gmail.com>> wrote: Very interesting indeed. Exactly what At-Large is for ! However, sorry that have to apologize for this meting, having a bad cold. :( Kaili On Thu, Nov 21, 2019 at 1:13 AM Maureen Hilyard <maureen.hilyard@gmail.com<mailto:maureen.hilyard@gmail.com>> wrote: Sounds like an interesting CPWG meeting coming up :) M On Wed, Nov 20, 2019 at 5:39 AM Bartlett Morgan <me@bartlettmorgan.com<mailto:me@bartlettmorgan.com>> wrote: Imagine ICANN getting the pants sued off of it if it does... - Bart Sent from my mobile On 20 Nov 2019, at 11:28, Evan Leibovitch <evan@telly.org<mailto:evan@telly.org>> wrote: That's what I mean, re-delegating it from PIR to a real nonprofit. I will check, and maybe others can help.... but I believe that there is a clause in the registry agreement that allows ICANN to terminate if there is a major change in the status of the owner (in this case, PIR changing from nonprofit to for-profit). Of course ICANN has rarely if ever acted on this capability, but I believe it exists. ___________________ Evan Leibovitch, Toronto @evanleibovitch/@el56 On Wed., Nov. 20, 2019, 9:26 a.m. Eduardo Diaz, <eduardodiazrivera@gmail.com<mailto:eduardodiazrivera@gmail.com>> wrote: Evan: How .ORG can be re-delegated if it does not belong to ISOC but PIR? -ed On Wed, Nov 20, 2019 at 8:34 AM Evan Leibovitch <evan@telly.org<mailto:evan@telly.org>> wrote: Or there could be totally new advice asking ICANN to re-delegate .ORG back to a nonprofit. It has that authority. https://gizmodo.com/private-equity-ghouls-buy-non-profit-that-handles-org-18... On Tue, 19 Nov 2019 at 17:25, John Laprise <jlaprise@gmail.com<mailto:jlaprise@gmail.com>> wrote: On the advice we issued on the change in contractual terms. It's within ALAC's remit to issue advice on anything and this is exactly the kind of situation that allows us to nimbly address a situation. George Kirikos mentioned the s contingency in the list but by that time I'm pretty sure he had established himself as shrill and was in the process of being report to the ombudsman. We can ask the board to examine options here because we issued advice in good faith and expectation of ISOC being a good Steward of .org. selling it off to a VC firm was not something I considered likely and had I, would not have advocated in the way I did. Sent from my Pixel 3XL John Laprise, Ph.D. On Tue, Nov 19, 2019, 1:22 PM Alan Greenberg <alan.greenberg@mcgill.ca<mailto:alan.greenberg@mcgill.ca>> wrote: On what issue John? Alan -- Sent from my mobile. Please excuse brevity and typos. On November 19, 2019 1:31:18 PM EST, John Laprise <jlaprise@gmail.com<mailto:jlaprise@gmail.com>> wrote: I agree with Evan. This is an astounding sort sighted deal by ISOC which essentially squandered the trust of it's membership for financial gain. Trust is the most precious commodity of any non profit and hard to regain once lost. Furthermore, ALAC and CPWG should urgently amend our advice on the contractual issue to reflect new situation. I am no longer in support on this issue. Sent from my Pixel 3XL John Laprise, Ph.D. Show quoted text Sent from my Pixel 3XL John Laprise, Ph.D. On Tue, Nov 19, 2019, 3:58 AM Evan Leibovitch <evan@telly.org<mailto:evan@telly.org>> wrote: On Mon, 18 Nov 2019 at 09:16, Hadia Abdelsalam Mokhtar EL miniawi <Hadia@tra.gov.eg<mailto:Hadia@tra.gov.eg>> wrote: I would certainly assume that ISOC got a very decent amount of money from Ethos for the deal to go forward. At this point I would assume that ISOC has insured its way forward. However, what is still to be seen is the effect on the .org prices, hopefully going forward they would have special prices for non profits. Two factors come to mind in considering the long term effects of the sale, over and above the financial-stability component of which we are all aware. Consider: The substance: PIR was more than just an ISOC asset. The Internet Society was custodian of the only global top-level domain that was, by nature and its very name, acting in the public interest. In a sea of TLD sharks, dot-org could be seen as a body that brought both financial stability to ISOC and social responsibility among the registries. Its size and nonprofit status would keep costs down and corporate direction serving a social mission. Its competitive presence could tamp down the excesses of the industry. And now that's gone. More important than the divestment of PIR is its change from nonprofit to Just Another Shareholder-Value-Maximizing part of the domain ecosystem, its uniqueness vanished in an instant. In the aim of maximizing its own revenue ISOC has eliminated from the the Internet the only publicly-accessible nonprofit gTLD. Gone is this substantial voice of public-interest sanity within the registry community, replaced by an entity barely more ethically motivated than Donuts. As a dot-org "owner", this hurts personally. But as someone trying to advance Internet domains as a component of progress, this hurts on a global scale. Stewardship of a socially-motivated registry was one of ISOC's core global functions IMO. With that gone, so is part of ISOC's value. The process: The path that led to the divestment of PIR, both before and after the decision had been made, has laid bare a core ISOC culture that is the opposite of the openness it asks the world to embrace. At a level of fiscal responsibility, ISOC's action was exactly what one would expect any for-profit entity to do. Maximize benefit through a secretive process that catches everyone unaware -- not just of the transaction but of the urgency to do it, Except ISOC is not a for-profit entity. It displays itself to the world as a community body that encourages involvement at a personal, regional, institutional or national scale. It has carefully crafted and evolved a Chapters Advisory Council explicitly designed to provide management with the view from the grassroots, alongside a parallel Council for corporate participants. This was combined with global virtual events such as InterCommunity that were created to give ISOC a global awareness of what was needed to promote a more-open Internet. And it has always had an individual-membership program, which isn't really talked about these days as these "members" have neither any costs nor any benefits. None of these mechanisms were employed, none of these entities consulted, before or after the decision, even under NDA. The community wasn't even aware that PIR was being shopped around. As a result, there was no open solicitation, no publicly-competitive process, no opportunity for any other firm to make a counter-offer that might keep PIR nonprofit. We'll never know. Or maybe it wasn't shopped around and someone just made ISOC an offer it couldn't refuse. But ISOC isn't Jack Woltz. The community had no idea of any sense of urgency to sell PIR, and certainly was never consulted about the ethics or consequences of turning PIR for-profit. The common nonprofit practice of having major decisions ratified by stakeholders at an AGM is also nowhere in sight. So now we know the reality of ISOC's corporate culture. Promote openness and consultation when convenient, but be opaque when it matters. I don't know if ISOC considers me a stakeholder, or for that matter anyone else on this list, any Chapter or any Organization Member. In fact right now I have no idea who ISOC considers its stakeholders to be; it certainly didn't consult any before the fact or ask for any blessings afterwards. Not even informally. So who shows up at the AGM? Just the Trustees? In any case, the deal is essentially done. ISOC clearly appears to have assured its financial stability, which is certainly a Good Thing. But with a crown jewel of the Internet fading away and the shallowness of its commitment to openness and community exposed in the process, it is legitimate to ask whether ISOC has sold more than a registry. We won't know the answer to that for a while [Image removed by sender.] - Evan _______________________________________________ CPWG mailing list CPWG@icann.org<mailto:CPWG@icann.org> https://mm.icann.org/mailman/listinfo/cpwg _______________________________________________ By submitting your personal data, you consent to the processing of your personal data for purposes of subscribing to this mailing list accordance with the ICANN Privacy Policy (https://www.icann.org/privacy/policy) and the website Terms of Service (https://www.icann.org/privacy/tos). 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participants (11)
-
Alan Greenberg -
Bartlett Morgan -
Bill Jouris -
Eduardo Diaz -
Evan Leibovitch -
Hadia Abdelsalam Mokhtar EL miniawi -
John Laprise -
Kaili Kan -
Marita Moll -
Maureen Hilyard -
Zak Muscovitch