March 2015 - CWG-Stewardship

UPDATED SLIDES
by Grace Abuhamad March 27, 2015

March 27, 2015

Dear all, These are the slides as edited in the morning sessions. We will continue to edit now. Best, Grace

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Notes, Recordings, Transcript CWG IANA F2F Day 2 Session 6 | 27 March
by Brenda Brewer March 27, 2015

March 27, 2015

Dear all, The notes, recordings and transcripts for the CWG IANA Face to Face Day 2 Session 6 Meeting on 27 March are available here: <https://community.icann.org/pages/viewpage.action?pageId=52893300> Session 6 Notes Review & test models (part 2) In last session, group discussed models on the "frontburner": * * Contract Co. : How do you decide who the Board would be? * Accountability enhancements to ICANN * Hybrid model (affiliate) -- * Hybrid model with shared services: co-owned by ICANN, IETF, RIRs with shared services agreements We'll now clarify exactly what we mean by the "frontburner" options. For the hybrid, there are still some open questions. Do we in all cases contemplate a separate legal entity or do we consider a divisional form of governance? Are we looking at ... * * External * Internal without subsidiary * Internal with subsidiary Yes, it's internal with subsidiary at time 0, but we could separate in the future if wanted/needed. The internal model is not the status quo. Can you bring in the hybrid/integrated model at the last stage? Principles / Requirements Sidley has compiled the NTIA priniciples and the CWG legal scoping document principles. What are some of the principles to add? * * Capture (but needs to be better defined) * Stability in case of strife (legal attack, etc) --> covered in NTIA principles * Diversity of community (gTLDs and ccTLDs) Complete: Sidley needs to see Principles document List of items to 'stress test' our work against * * Implications (RFP4) * CCWG Stress Tests * SAC 069 * Principles Challenge with table approach is that it doesn't really take us to where we need to go. It seemed to make more sense to do pros/cons There is no model on the table that does not have the ability to separate -- > there is a principle of separability that the CWG is working with WILL DO LIVE EDITS -- NOTES WILL BE PAUSED Action Item: Grace will send edited version of slides at lunch break External > Contract Co. * * Moves stewardship to another organization Internal > Accountability Mechanism with functions separation * * We may not need to create subsidiary right at the point of transition, but may need to work to establish it within first 2 years, for example. This is so that it's done before time of stress Principles will be a test

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Points of agreement and difference
by Jordan Carter March 27, 2015

March 27, 2015

Hi all Some thoughts, that are thinking aloud more than any kind of personal or organisational definitive position... Most of us seem to agree that: - the community should be able to assign the IANA functions to another operator (the "who decides" question) - such a reassignment should only happen after a clear escalation path that provides teeth to solve problems - the need is for a durable and reliable way to achieve this principle There seems to be disagreement about: - the practicality and durability differences between a bylaws-based internal way to allow separation and an external/contract co based way of doing so - the pros and cons of each model in a balanced way between internal and external assuming both are legally durable and workable - e.g. - accountability issues and outcomes - resource requirements to operate - perception issues within ICANN and more broadly - the linkage of this decision to the overall accountability picture for ICANN (no contract with an external party v contract with an external party I still think that the hybrid model in terms of stronger functional or structural separation of the IANA operations from ICANN the corporation (the hybrid models) is a separate category of beast. It is desirable to have IANA more separated in terms of clarity of budget, operational responsibility, personnel, policy v implementation, etc etc - regardless of whether this makes separating it easier. It's about how that debate relates to the likely maintenance and improvement of its performance, where clear accountabilities of that sort should help. I should be clear as I have said before that I regard many of the points of disagreement as practical and evidence based, depending a lot on: a) the specifics of each model in detail b) clearly agreed criteria against which to test the models - stress tests included, as piloted by the CCWG in respect of their work c) the linkage with accountability improvements more broadly Since people are asking me, I should state that my own view is a) at a systemic level, we have a responsibility to consider the benefits of concentrating the responsibility for all this work in one entity versus a more distributed solution (the status quo is more distributed, between NTIA and ICANN) b) in implementing separability, both an internal and an external model could probably work legally, c) the factors by which we should choose between them probably revolve around - the point at a) - is the global situation of DNS stewardship best served by distribution of roles or concentration; - important but secondary matters like accountability, response to stress testing, of the detailed models I've said a number of times that I am not religious about this debate. If we can have a workable internal solution that is consistent with what we need, I don't see why we should not have it. The Sidley comments so far help persuade that in a narrow sense either an external or an internal model could work. If that is the case, then it is the bigger picture (distributed v concentrated stewardship, and detail of implementation and the second order merits etc), that will end up being the deciding factors. What do you reckon? Let's see what we get out of this session.... cheers Jordan -- Jordan Carter Chief Executive *InternetNZ* 04 495 2118 (office) | +64 21 442 649 (mob) jordan(a)internetnz.net.nz Skype: jordancarter *A better world through a better Internet *

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Notes, Recordings, Transcript CWG IANA F2F Day 1 Session 5 | 27 March
by Brenda Brewer March 27, 2015

March 27, 2015

Dear all, The notes, recordings and transcripts for the CWG IANA Face to Face Day 2 Session 5 Meeting on 27 March are available here: <https://community.icann.org/pages/viewpage.action?pageId=52893298> Session 5 Action Items Action: clarify exactly what we mean by the 3 "frontburner" options Notes Further questions on legal * Need to do more research on affiliates structure in the case of bankruptcy * Speed and ease may be goals / requirements of the group. * The closer we are to the existing structure might be simplest in terms of implementation * Control is about corporate governance, but corporate governance is never fail-safe * Discussion on pros and cons of each model would be helpful * Articles of incorporation are generally harder to change (changed through what is written in the articles themselves or by statutory requirements). You have the flexibility to move certain things from the bylaws to the articles. It's not better necessarily, but the Board could have more control over the bylaws. * Need to take into account costs and timing of implementation * A 'member' has to be a legal person (a human or an entity that has a legal personhood). If you wanted an entity to be a member, then it needs to be a legally recognized entity. The minimum requirement would be an unincorporated association * Directors have a duty to the entire organization. Review & test models Goal is to reduce the landscape of possibilities (from 7 models to 4 models) Review of models by Sidley * Contract Co. : How do you decide who the Board would be? * External Trust: How do you select the Board of Trustees? How are the beneficiaries of the trust? * Accountability enhancements to ICANN * Internal Trust * Hybrid model with IANA subsidiary: whole-owned by ICANN. ICANN is only member * Hybrid model with shared services: co-owned by ICANN, IETF, RIRs with shared services agreements * Hybrid with stand alone: no ICANN ownership at all Options on the table (red ones are on the backburner): * Contract Co. * External Trust * Governance Solution ("constitutional bylaw") * Internal Trust * Hybrid / Integrated Model -- affiliate * Hybrid / Integrated Model -- shared services * Hybrid / Integrated Model -- standalone Action: clarify exactly what we mean by the 3 "frontburner" options

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Day 2 Slides
by Grace Abuhamad March 27, 2015

March 27, 2015

Dear all, The slides that we¹ll use today are attached. Will upload to the Wiki shortly. Best, Grace From: Grace Abuhamad <grace.abuhamad(a)icann.org> Date: Thursday, March 26, 2015 at 10:02 PM To: "cwg-stewardship(a)icann.org" <cwg-stewardship(a)icann.org> Cc: Brenda Brewer <brenda.brewer(a)icann.org>, Client Committee <cwg-client(a)icann.org> Subject: [client com] Day 2 Agenda Dear all, Please see below the revised agenda for Day 2: *all times in local time (UTC+2) 09:00 09:15 Introduction / overview of agenda 09:15 09:45 Further questions on legal 09:45 13:00 Review & test models 13:00 14:00 Lunch break 14:00 16:15 DT - status & development of design teams 16:15 16:30 Coffee break 16:30 17:00 Timeline 17:00 17:30 Wrap up

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FW: Letter ccNSO Decision-Making Process
by Jonathan Robinson March 26, 2015

March 26, 2015

From: Byron Holland [mailto:byron.holland@cira.ca] Sent: 26 March 2015 17:04 To: rickert(a)anwaelte.de; leonfelipe(a)sanchez.mx; lise.fuhr(a)difo.dk; Mathieu Weill; jrobinson(a)afilias.info Cc: ccnso-council(a)icann.org Subject: Letter ccNSO Decision-Making Process Dear Lise, Jonathan, Leon, Mathieu, and Thomas, Please find attached a letter on behalf of the ccNSO Council. Kind regards, Byron

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Day 2 Agenda
by Grace Abuhamad March 26, 2015

March 26, 2015

Dear all, Please see below the revised agenda for Day 2: *all times in local time (UTC+2) 09:00 09:15 Introduction / overview of agenda 09:15 09:45 Further questions on legal 09:45 13:00 Review & test models 13:00 14:00 Lunch break 14:00 16:15 DT - status & development of design teams 16:15 16:30 Coffee break 16:30 17:00 Timeline 17:00 17:30 Wrap up

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Notes, Recordings, Transcript CWG IANA F2F Day 1 Session 4 | 26 March
by Brenda Brewer March 26, 2015

March 26, 2015

Dear all, The notes, recordings and transcripts for the CWG IANA Face to Face Day 1 Session 4 Meeting on 26 March are available here: Session 4 <https://community.icann.org/display/gnsocwgdtstwrdshp/Session+4%3A++Assessm… sition+structural+considerations> Notes * Final session of the afternoon * Sidley Austin presenting * ICANN is paying the fees for Sidley's services * Holly Gregory and Sharon Flanagan are present in Istanbul but there is a whole team with multiple areas of expertise to complement the group and respond to the CWG's needs * CWG provided two sets of questions and Sidley provided written responses. * Structured the presentation differently (thematic). Not in order of preference * What is the multistakholder body being considered? PLEASE REFER TO SLIDES AND TRANSCRIPT FOR FULL LEGAL DETAILS, QUESTIONS, AND RESPONSES. All Client Committee Documents are posted here: <https://community.icann.org/x/8g8nAw> https://community.icann.org/x/8g8nAw External Solutions (Contract Co. & External Trust) Contract Co. * In short: Is it a feasible structure? Yes * The Board of Contract Co. has ultimate authority so it could be the MRT External Trust * Could a trust function as an external solution? Yes Internal Solutions (Governance solutions & Internal Trust) Governance Solution * lots of mechanisms available to enhance governance Internal Trust * Main difference with 'external trust' is who is the trustee. Here, ICANN would be the trustee. * Need to define beneficiaries of the trust (trustee's duty is to those beneficiaries) * Trust is not recognized in all jurisdictions Communtity Organization Structure (Internet Community Association) * It may not be recognized in all jurisdictions Hybrid / Integrated Model Three variants: 1. Free Standing 2. Unincorporated Association 3. Affiliate of ICANN, IETF, RIRs --> can be complex legally * How is this more prone to capture? because there is a concentration of power All of the structures discussed have directors. Stewardship, Technical, Policy There may be some models that we can start to weed out (need a list of options and main disadvantages possible) Important to think of the motivation and the requirements. Not to "die in a ditch" about a model Options on the table: * Contract Co. * External Trust * Governance Solution ("constitutional bylaw") * Internal Trust * Community Organization Structure (Internet Community Association) * Hybrid / Integrated Model -- Variant 1 (Free Standing) * Hybrid / Integrated Model -- Variant 2 (Unincorporated Association) * Hybrid / Integrated Model -- Variant 3 (Affiliate)

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Last part of chat -- thought it would be helpful to put out in real time.
by Greg Shatan March 26, 2015

March 26, 2015

Seun: I am glad with how this session is taking shape...lots of myths has been unmasked. Thanks Jordan Carter: Sure have, Seun. Jordan Carter: The great merit of independent counsel is that they'll say what they think without any baggage Brenden Kuerbis: Yeah! Jordan Carter: They are also better at simplifying and avoiding FUD better than people with an interest in the outcome Seun: It is my hope that we will determine scope of work here, by focusing on internal solution Seun: have to go for today...we followed up with the transcript Seun: thanks to the co-chairs and entire cwg Lise Fuhr: Bye Seun have a nice evening James Gannon [GNSO-NCSG]: bye seun Avri Doria: what they have done, in a way, is give us a kits of various piece parts we can combine in the solution that suits the consensus best. We now know we can do it, just have to find the right slection to hit as many of our perceived needs as possible. Jonathan Robinson: Thanks Seun Matthew Shears: what's important is finding the solution that works best for this and the broader community and DNS stabiltiy etc. Matthew Shears: + 1 Avri -------------- (03/26/2015 11:41) -------------- Jordan Carter: I don't know why we would need to indemnify members as members Jordan Carter: indemnity applies to governors - the directors Robin Gross: In an ICANN bankruptcy, could members be liable? Jordan Carter: Avri: the trick is going to be ordering our needs, and understanding the tradeoffs in doing so. Thats' what my first question tried to suss out. Maybe badly. Jordan Carter: Don't incorporated bodies have limited liability in the United States? Jordan Carter: they certainly do in NZ -------------- (03/26/2015 11:51) -------------- Jordan Carter: Chris has just said something very interesting - that the stewardship should sit with ICANN, and this is more important than who operates the IANA functions. Matthew Shears: I don't think accountability to the community would be lost through the hybrid model Matthew Shears: if that were to occur -------------- (03/26/2015 11:56) -------------- Jordan Carter: This conversation is getting very complicated. Brenden Kuerbis: I think you vest the ability to seat the affiliate IANA board with the "community". And you give the ICANN (and possibly the RIRs, IETF) contract with affiliate IANA? -------------- (03/26/2015 11:58) -------------- Matthew Shears: yes - if IANA team A were not performing you could replace some of the personnel in it or replace it in whole Avri Doria: well we have already narrowed by talking both Internal and External Trusts off the table. Avri Doria: i do not think functional is enough without drawing the lines and creating a legal entity. we allegedly have functiona separation now and that is a fantasy. Matthew Shears: + 1 Avri -------------- (03/26/2015 12:03) -------------- jorge cancio GAC: the question is who can trigger the catapult in an internal option? Jordan Carter: One could add a layer to my thing - RZO -------------- (03/26/2015 12:04) -------------- Jordan Carter: (root zone operation) Jordan Carter: because actually at the moment, ICANN *does* "contract out" the operation of the root zone Jordan Carter: it instructs the operator, and we agreed today that the check / authorisation function in between those two layers can go Jordan Carter: I hope everyone understands from today's chat that THERE ARE NO SIMPLE MODELS. :-| Avri Doria: there are no real spearations betwee ICANN and IANA now. sam human resources, same budget, same offices, ... James Gannon [GNSO-NCSG]: +1 Jordan Jordan Carter: Avri: my point was that IANA doesn't operate the root Avri Doria: iana isn't even as separate as GDD Jordan Carter: It's funny. In Singapore 2014, we (.nz) proposed a strong separation of IANA would be a good thing -- we got rubbished. Jordan Carter: C'est la vie I spose :) Avri Doria: we supported you. Matthew Shears: yep Jordan Carter: It still helps in lots of ways, whether structural or functional Jordan Carter: but it doesn't deal with "who the steward is" - and tbh that question seems like the hardest part Jordan Carter: (functional is ''better'' in not creating yet another entity...) Chris Disspain: Jordan, if the community has good accountbaility mechanisms in ICANN can we not agree that the community ti the steward THROUGH ICANN? Jordan Carter: oh yes, that's the ICANN 3.0 that would be the precondition of ICANN as steward :-) Chris Disspain: Well arent we effectively making ICANN 3 in ccwg? Jordan Carter: Absolutely Chris Disspain: Jordan, who is the steward of .nz? Jordan Carter: InternetNZ is - under New Zealand law Chris Disspain: and the tech operator? Jordan Carter: NZRS, a wholly owned subsidiary company. Chris Disspain: exactly Jordan Carter: InternetNZ is a membership based organisatin - the members are sovereign, and are part of the local Internet community - so we have the 3.0 thing in place already Chris Disspain: agree Jordan Carter: the Internet community organises through our structure and changes the domain if required. Chris Disspain: yup Jordan Carter: If that set of relationships was the same in ICANN, there wouldn't be a provlem here to fix... :-) Chris Disspain: so if we can put in plae the new shiny accountability mechanisms then we're OK aren't we? Jordan Carter: Chris, in Clinton's immortal words, it all depends on the meaning of "the". Brenden Kuerbis: but deisgning accoutnability for policy making , and designing accoutnability for just IANA functions two totally different exercises Avri Doria: i think that is we put our minds to finding the compromise point tomorrow, we could make great progress. Cheryl Langdon-Orr: been a very productive day though. but agree with @chris Jordan Carter: A compromise point or a narrowing to fewer options Avri Doria: Jordan, as an alternative to finding a draft solution, that would be second best. Matthew Shears: we don't have 3.0 and won't have it until the shiny new accountbaility are proven Chris Konstantinos Komaitis: yes it would be good if tomorrow we can start categorizing the various proposals under their legal standing: easy, complex, more complex, very complex, etc. -------------- (03/26/2015 12:16) -------------- Konstantinos Komaitis: or something along those lines

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Re: [CWG-Stewardship] German Position on IANA Stewardship Transition
by Lise Fuhr March 26, 2015

March 26, 2015

-----Oprindelig meddelelse----- Fra: Hubert.Schoettner(a)bmwi.bund.de [mailto:Hubert.Schoettner@bmwi.bund.de] Sendt: 26. marts 2015 16:57 Til: lise.fuhr(a)difo.dk; jrobinson(a)afilias.info Emne: German Position on IANA Stewardship Transition Dear Jonathan, dear Lise, please find attached a position paper for the discussion on the IANA-Stewardship-Transition. The position was developed in a multistakeholder process in Germany and is backed by the German government, eco-Association of the German Internet Industry, Denic e.G., ISOC.DE, DotBerlin and KRBE GmbH. Best regards, Hubert Schöttner -------------------------- Hubert Schöttner Federal Ministry for Economic Affairs And Energy International Digital and Postal Policy, Internet Governance Villemombler Str. 76 D - 53123 Bonn, Germany

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