July 2015 - CWG-Stewardship

Volume 7: IANA Stewardship Discussions
by Grace Abuhamad July 9, 2015

July 9, 2015

https://www.icann.org/news/blog/an-update-on-iana-stewardship-discussions Volume 7: An Update on IANA Stewardship Discussions <https://www.icann.org/news/blog/an-update-on-iana-stewardship-discussions# > <https://www.icann.org/news/blog/an-update-on-iana-stewardship-discussions#> <https://www.icann.org/news/blog/an-update-on-iana-stewardship-discussions#> <https://www.icann.org/news/blog/an-update-on-iana-stewardship-discussions#> <https://www.icann.org/news/blog/an-update-on-iana-stewardship-discussions#> <https://www.icann.org/news/blog/an-update-on-iana-stewardship-discussions#> ICANN is compiling updates on the community discussions and progress of the IANA Stewardship Transition and Enhancing ICANN Accountability Processes. This information is positioned to help inform interested stakeholders in the recent developments in the processes, upcoming key dates, latest documents and drafts and a snapshot of any news coverage that occurs over the timeframe. CWG-Stewardship The final proposal by the Cross Community Working Group to Develop an IANA Stewardship Transition Proposal on Naming Related Functions (CWG-Stewardship <https://community.icann.org/display/gnsocwgdtstwrdshp/CWG+to+Develop+an+IAN A+Stewardship+Transition+Proposal+on+Naming+Related+Functions> ) was forwarded to the IANA Stewardship Transition Coordination Group (ICG <http://www.ianacg.org/> ) following its approval by the CWG-Stewardship's five chartering organizations. Communication of formal approval by the chartering organizations, including any accompanying remarks, has now been published on the CWG-Stewardship's website: * GAC approval <https://community.icann.org/display/gnsocwgdtstwrdshp/GAC+Approval> * SSAC approval <https://community.icann.org/display/gnsocwgdtstwrdshp/SSAC+Approval> * GNSO approval <https://community.icann.org/display/gnsocwgdtstwrdshp/GNSO+Approval> * ccNSO approval <https://community.icann.org/display/gnsocwgdtstwrdshp/ccNSO+Approval> * ALAC approval <https://community.icann.org/display/gnsocwgdtstwrdshp/ALAC+Approval> Chartering organizations approved the proposal on the understanding that the necessary accountability mechanisms will be included in the final proposal for Work Stream 1 of the Cross-Community Working Group on Enhancing ICANN Accountability (CCWG-Accountability <https://community.icann.org/display/acctcrosscomm/CCWG+on+Enhancing+ICANN+A ccountability> ). While the names proposal has now been forwarded to the ICG, the CWG-Stewardship will not disband yet. Outstanding work still to be conducted includes: * Coordinating the issue of the IANA trademark with the protocol parameters and names communities1 <https://www.icann.org/news/blog/an-update-on-iana-stewardship-discussions#f oot1> . * Finalizing the work on Service Level Expectations (SLEs) * Responding to any queries arising from the ICG's efforts to integrate all three community proposals into a combined IANA stewardship proposal * Monitoring the CCWG-Accountability's final Work Stream 1 proposal to confirm it contains all that is required for the transition of stewardship of the names function to take place * Participating as appropriate in the implementation process of the names component of the proposal The CWG-Stewardship will continue to retain external legal counsel to assist in responding to any questions or input from the other operational communities the ICG on issues, such as the IANAtrademark issue, and in developing an implementation plan for the proposal. CCWG-Accountability During the public comment period <https://www.icann.org/public-comments/ccwg-accountability-draft-proposal-20 15-05-04-en> on the initial draft report <https://www.icann.org/en/system/files/files/cwg-accountability-draft-propos al-with-annexes-04may15-en.pdf> of Work Stream 1 accountability enhancements, there were a number of community concerns about the proposal to move ICANN to a mandatory member or “designator” model. In response to these concerns, onsite at ICANN 53, the CCWG-Accountability Co-chairs encouraged all of its members to pitch any alternative model that might better suit the needs of the different communities that together create the ICANN community. A potential compromise model called the “Empowered SO/AC” model emerged, in which eachSupporting Organization (SO) and Advisory Committee (AC) has the choice of if, and when, to become a member (or designator) of ICANN. Under this model, all SOs and ACs would, by default, have all the benefits of the enhanced ICANN accountability framework, excluding the ability to use the courts as a method of enforcement. However, the power of enforceability could be claimed at any time, should anSO or AC choose to do so, by changing the SO/AC's status to become a formal member (or designator) of ICANN. Initial indications are that both the Designator and Member models could be applied under the Empowered SO/AC model, and the CCWG-Accountability is seeking legal advice on the most appropriate way forward. As the CCWG-Accountability is concentrating its efforts on determining an agreeable model before the target start date for its next public comment period at the end of July, the Co-chairs have announced <https://community.icann.org/display/acctcrosscomm/CCWG+Public+Comment+Revie w+delay> that the summary of comments on the first comment period, originally due 29 June, will now be completed by early August. The CCWG-Accountability has created a third Work Party, WP3 <https://community.icann.org/display/acctcrosscomm/WP3+-+Emerging+Issues> , to examine issues that have been identified following the publication of the initial draft report, including staff and management accountability, SO/AC accountability and enhancement of diversity. The CCWG-Accountability is also developing a process <https://community.icann.org/download/attachments/50823981/Bylaw%20drafting% 20process.pdf?version=1&modificationDate=1435910021000&api=v2> for working with ICANN on drafting Bylaws associated with Work Stream 1 accountability enhancements to ensure the Bylaws can be adopted in a timely manner. ICG The ICG completed its assessment of the names proposal submitted by the CWG-Stewardship on its call #19 on 8 July. Drafts of the assessments are available in the ICG's Dropbox <https://www.dropbox.com/home/CoordinationGroup/evaluation/Assessments/Names > . It has also received a formal objection to the names proposal <http://mm.ianacg.org/pipermail/icg-forum_ianacg.org/2015-June/000001.html> from a member of the community who had chosen not to participate <http://forum.icann.org/lists/icg-forum/msg00011.html> in the CWG-Stewardship's work. The objection is on the basis that the final version of the names proposal was not presented for public comment before its presentation to the CWG-Stewardship chartering organizations for approval. As the ICG has a policy of non-interference with the consensus development processes of the three operational communities, the ICG is discussing passing the message back to the CWG-Stewardship for their comment. The ICG's Communications Sub-Group has developed a communications strategy <https://www.dropbox.com/s/ojeo7le2ey8ag9a/ICG-Comm-strategy-v5.doc?dl=0> to engage the multistakeholder community as broadly as possible when the combined proposal is released for public comment. The communications strategy includes holding webinars to brief the community, producing graphics and slides to provide high-level overviews of the proposal, and translations of key materials. Timeline for stewardship transition On 6 July, the ICG replied <http://www.ianacg.org/icg-files/correspondence/2015-07-06-Letter-from-ICG-t o-to-NTIA.pdf> to the NTIA's letter of 6 May <http://www.ianacg.org/icg-files/correspondence/Letter-to-ICG-May-6.pdf> , which asked for information about the timeline for completing the transition. The ICG noted there are three remaining phases of the transition process: * Transition proposal finalization – the ICG hopes to have the final proposal delivered to the NTIAvia the ICANN Board around the time of ICANN 54, 18-22 October 2015, or shortly thereafter. TheICG considers this an optimistic timeline. * U.S. Government evaluation – Based on the ICG's understanding of comments made by the NTIAduring ICANN 53, this phase would take 4-5 months, and would be completed around March 2016. * Implementation of prerequisites Based on these three phases, the ICG has suggested to the NTIA that the earliest date at which the transition of stewardship is likely to be completed is July 2016. The Co-chairs of the CCWG-Accountability have also replied to the NTIA <https://community.icann.org/display/acctcrosscomm/CCWG+ACCT+reply+to+letter +received+on+6+May+2015> , noting that the July 2016 completion date for their work is a best-case scenario, and that it may be necessary to extend the implementation of Work Stream 1 accountability mechanisms through to September 2016. <https://www.icann.org/sites/default/files/assets/iana-update-605x443-09jul 15-en.png> Updates on other transition-related activities IANA-related discussions * On 8 July, the Africa Domain Name System Forum 2015 <http://www.aftld.org/events/?_sfwCOM=Event:Show;233050> held a discussion on the IANAStewardship Transition. * On 3 July, the APrIGF 2015 <http://2015.rigf.asia/> held a discussion on the transition <http://apps.rigf.asia/submission/proposaldetail?id=44> as part of its Asia Pacific Leadership Program track. U.S. Government processes related to the IANA stewardship transition * The Domain Openness Through Continued Oversight Matters Act of 2015, also known as the Dotcom Act of 2015, (H.R. 805 <https://www.congress.gov/bill/114th-congress/house-bill/805/all-info> ) was passed by the House of Representatives on 23 June. It has now been sent to the Senate for its consideration. * The Communications and Technology Subcommittee of the Energy and Commerce Committee of the House of Representatives held a hearing, Internet Governance Progress After ICANN 53 <http://energycommerce.house.gov/hearing/internet-governance-progress-after- icann-53?utm_content=buffer1b28a&utm_medium=social&utm_source=twitter.com&ut m_campaign=buffer> , on July 8. Witnesses were ICANN President and CEO, Fadi Chehadé and NTIA's Assistant Secretary for Communications and Information and Administrator, Lawrence E. Strickling. The focus of the hearing was a reporting on the status of the IANA Stewardship Transition and Enhancing ICANNAccountability. Latest documents and drafts 4 Jul 2015ICG – Combined IANA Stewardship proposal <https://www.dropbox.com/s/rbvb8s9o2mrn2qd/combined-proposal-v2-MI.doc?dl=0> , Draft version 2 2 Jul 2015 CCWG-Accountability – Bylaw drafting process <https://community.icann.org/download/attachments/50823981/Bylaw%20drafting% 20process.pdf?version=1&modificationDate=1435910021000&api=v2> 1 Jul 2015 CCWG-Accountability – Discussion Starters on Staff Accountability <https://community.icann.org/download/attachments/50823981/Staff%20accountab ility%20-%20discussion%20starter.pdf?version=2&modificationDate=143631013100 0&api=v2> , SO/ACAccountability <https://community.icann.org/download/attachments/50823981/SOAC%20Accountabi lity%20-%20discussion%20starter.pdf?version=1&modificationDate=1436310225000 &api=v2> , Board Duties <https://community.icann.org/download/attachments/50823981/Board%20duties%20 -%20discussion%20starter.pdf?version=1&modificationDate=1436310237000&api=v2 > , and Diversity <https://community.icann.org/download/attachments/50823981/Diversity%20-%20d iscussion%20starter.pdf?version=1&modificationDate=1436310251000&api=v2> 11 Jun 2015 CWG-Stewardship – Final Proposal <https://community.icann.org/pages/viewpage.action?pageId=53779816> (approved by Chartering Organizations) IANA stewardship in the news 9 Jul 2015 Icann Says End of US Oversight Role 'Strengthens' the Internet, AFP [EN] 30 Jun 2015Managing the Internet takes patience and nuance: Two things short in supply <http://www.itworldcanada.com/blog/managing-the-internet-takes-patience-and- nuance-two-things-short-in-supply/375688> , IT World Canada [EN] 22 Jun 2015USA verlängern Aufsicht über IANA noch einmal <http://www.heise.de/netze/meldung/USA-verlaengern-Aufsicht-ueber-IANA-noch- einmal-2719142.html> , Heise [DE] 19 Jun 2015В МИД РФ выступили за регулирование интернета со стороны ООН и Международного союза электросвязи <http://www.interfax.ru/russia/448359> , Interfax [RU] Upcoming key dates 9 Jul 2015CWG-Stewardship Meeting #61 <https://community.icann.org/pages/viewpage.action?pageId=53782830> , 17:00-19:00 UTC 14 Jul 2015CCWG-Accountability Meeting #40 <https://community.icann.org/pages/viewpage.action?pageId=53782553> , 12:00 - 14:00 UTC 15 Jul 2015ICG Teleconference #20 <https://www.ianacg.org/icg-announces-upcoming-conference-calls-2/> , 19:00-21:00 UTC 17-18 Jul 2015 CCWG-Accountability face-to-face meeting, Paris 29 Jul 2015ICG Teleconference #21 <https://www.ianacg.org/icg-announces-upcoming-conference-calls-2/> , 5:00-7:00 UTC 31 Jul 2015 Public Comment Period for CCWG-Accountability's 2nd draft of ICANN accountability enhancements (Work Stream 1) due to begin Week of 3 Aug 2015 Public Comment Period on Interim Final IANA Stewardship Proposal, consisting of names, numbers and protocol parameter components, begins 3-7 Aug 2015 3 webinars: briefings on ICG combined proposal released for public comment (times to be confirmed) 18-19 Sep 2015ICG face-to-face meeting <https://www.ianacg.org/icg-announces-face-to-face-meeting-for-18-19-septemb er/> , Los Angeles 30 Sep-15 Oct 2015 CCWG-Accountability's 2nd and final proposal (Work Stream 1) presented to ALAC, ASO,ccNSO, GAC and GNSO for their approval 18-22 Oct 2015ICANN 54 including ICG face-to-face meeting and presentation of proposals for IANAstewardship and ICANN accountability enhancements (Work Stream 1) to the ICANNBoard for subsequent transmission to the NTIA Week 1, Nov 2015ICANN Board transmits IANA Stewardship Transition and Enhancing ICANN Accountability (Work Stream 1) Proposals to NTIA You can play a role in IANA's future… Anyone can participate in discussions about the future of IANA's stewardship and ICANN accountability.For information on joining CCWG-Accountability, contact accountability-staff(a)icann.org <mailto:accountability-staff@icann.org> . Compiled on behalf of ICANN by Samantha Dickinson 9 July 2015 1 <https://www.icann.org/news/blog/an-update-on-iana-stewardship-discussions#n ote1> The final proposal by the CWG-Stewardship contains placeholder text about the IANA trademark and domain name registration, and contains no concrete proposal on how these issues should be handled. The group provided clarification <https://community.icann.org/pages/viewpage.action?pageId=53783129> to the ICG on its Final Proposal text on 2 July. PDF <https://www.icann.org/en/system/files/files/iana-stewardship-discussion-09j ul15-en.pdf> 516 KB

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Notes, Recordings, Transcript CWG IANA #61 -- 09 July 2015
by Brenda Brewer July 9, 2015

July 9, 2015

Dear all, The notes, recordings and transcripts for the CWG IANA Meeting # 61 on 9 July 2015 will be available here: https://community.icann.org/pages/viewpage.action?pageId=53782830 Kind regards, Brenda Action Items Action item: Client committee to scope the work concerning IPR based on CWG-Stewardship discussion and will ask for an indication from Sidley on hours/ budget involved to undertake this work. Client committee to instruct Sidley to talk to ICANN legal to obtain further insight and background to the IPR issue (possibly with involvement of other members of the CWG) - also consider involving other communities. Action item: Client committee to ask Sidley to develop matrix to identify bylaw changes, identify which ones they would suggest they would draft on CWG behalf, which ones are drafted by CCWG that need to be signed off by CWG and which ones are being prepared by CCWG that have no direct relationship to CWG's work. Future work on bylaw drafting does need to be co-ordinated with CCWG to not introduce additional complexities. Action item: Circulate charter in view of reviewing possible scope / role of CWG in implementation (charter may not be explicit but certain areas may allow for this kind of activity). Notes Notes 9/7 - CWG-Stewardship meeting #61 1. Opening Remarks * Final proposal has been submitted to ICG, but some items to be covered off during this call * No feedback received yet from the ICG, apart from question in relation to IPR 2. Update from Client Committee * Client committee met briefly prior to this meeting, preceded by an informal meeting of the members of the client committee yesterday * Ongoing concern with regard to prudent use of legal resources and manage cost effectively. Chairs of CWG, CCWG, ICANN legal and finance met to discuss how to effectively manage resources and costs. Proposal to include legal fees in the remit of the client committee, in conjunction with ICANN staff. No questions or objections raised to this approach. * Main points discussed during today's meeting were: 1) IANA Trademark / IPR - request was received from the ICG to provide an update with the chairs did confirming that CWG-Stewardship is silent on what to do with IANA trademark. ICANN Board also provided input to ICG on this topic (see <http://mm.ianacg.org/pipermail/internal-cg_ianacg.org/2015-July/000814.html> http://mm.ianacg.org/pipermail/internal-cg_ianacg.org/2015-July/000814.html) CWG-Stewardship to determine whether or not it should take a position on this issue. Two options - remain silent (maintain status quo, and rely on commitment from from ICANN Board) or ask Sidley for expert input to evaluate what the options are from the CWG-Stewardship's point of view. Other communities have indicated their preference to move it to IETF trust - based on conversations with IANAPLAN and CRISP, those groups have indicated that they are not planning to make any changes to their proposal, unless CWG-Stewardship would come forward with input that would conflict with their proposed approach. Should this be handled by Sidley or ICANN legal team, also taking into account desire to be prudent with regards to costs? Would first need to confirm with other communities if they would be comfortable with the ICANN legal team - if not, it would not make any sense to approach ICANN legal (who might also engage external expertise to address this issue). Other communities have also indicated willingness to share information concerning the legal advice that they have obtained. Likely that ICANN Legal input would be similar to the response provided by the ICANN Board, which is likely not acceptable by the other communities. However, if this input is provided by an independent party, such as Sidley, it might be received differently. Need to distinguish between advice on trademark law and insight into ICANN's position, where the former is what is likely needed as latter is already known. ICG would likely move forward with proposal to move trademark to a trust (IETF) unless the other communities indicate that this would not be acceptable. A non-decision is not desirable - as such CWG should get expert advice to base its position on whether it s in agreement with the current proposal or whether an alternative proposal is preferred. Sidley could be asked to conduct a stress-test approach; what risks exists with each approach from a CWG-Stewardship perspective. Evaluate these in view of ICANN's position and the proposal from the other communities to determine what is optimal and/or acceptable. As a point of information, there are 3 trademarks involved: (i) "Internet Assigned Numbers Authority," (ii) "IANA" and (iii) the IANA Logo, which consists of IANA in stylized letters plus Internet Assigned Numbers Authority. Action item: Client committee to scope the work concerning IPR based on CWG-Stewardship discussion and will ask for an indication from Sidley on hours/ budget involved to undertake this work. Client committee to instruct Sidley to talk to ICANN legal to obtain further insight and background to the IPR issue (possibly with involvement of other members of the CWG) - also consider involving other communities. * 2) How to deal with Bylaws? CCWG will be proposing changes to the bylaws - CWG will need to determine whether these meet our requirements. Furthermore, there are ICANN Bylaw changes required that follow from CWG-Stewardship recommendations (e.g. PTI), does it make sense to instruct Sidley directly to work with the CWG-Stewardship on those ICANN bylaw changes that follow directly from the CWG-Stewardship proposal? Sidley could develop a matrix of new ICANN bylaws / changes to the ICANN bylaws required, identifying which bylaws are needed and who would be responsible for which. If CWG-Stewardship would consider using ICANN legal, it would need to confirm whether that would create cost savings or the work would be outsourced at a similar cost as Sidley. Consider asking Sidley to scope out the work related to bylaws and identify which areas are covered / addressed by CCWG and which ones may need to be addressed by CWG. Eventual bylaw drafting will need to involve ICANN legal/ICANN's external counsel to be able to advice the Board as well as CWG-Stewardship external counsel to provide input on whether proposed changes meet the intent of the CWG-Stewardship proposal. Does ICG require bylaw changes prior to submission to NTIA - not necessarily, but CWG-Stewardship is dependent on the proposal from the CCWG which will include bylaw details. Ensure consistency with approach taken by CCWG with regards to bylaw drafting and not introduce additional complexities. Action item: Client committee to ask Sidley to develop matrix to identify bylaw changes, identify which ones they would suggest they would draft on CWG behalf, which ones are drafted by CCWG that need to be signed off by CWG and which ones are being prepared by CCWG that have no direct relationship to CWG's work. Future work on bylaw drafting does need to be co-ordinated with CCWG to not introduce additional complexities. 3. Future work for CWG-Stewardship * CWG may need to respond to future queries of ICG * Monitor the work of the CCWG, including possible early warning if need be. Lise is planning to attend CCWG F2F meetings in Paris to ensure ongoing co-ordination and co-operation. * SLEs - work is ongoing. Sub-team is meeting later today - this group is tasked to draft specifications which will then be submitted to full SLE-team. A project plan is expected to be developed following agreement on specifications. 4. Role of CWG-Stewardship in Implementation and Charter remit * At some point need to be clear what role, if any, the CWG would play in implementation. See for example GNSO environment in which a chartering organization directs the creation of an implementation review team. Action item: Circulate charter in view of reviewing possible scope / role of CWG in implementation (charter may not be explicit but certain areas may allow for this kind of activity). 5. AOB * Future meeting schedule: schedule placeholder meeting for every two weeks which then may be cancelled with 48 hours notice if it is determined that the meeting is not needed. Continue with rotating schedule on Thursdays (alternating between 11.00 and 17.00 UTC) 6. Closing Remarks

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Agenda for Meeting on 9 July at 17:00 UTC
by Grace Abuhamad July 8, 2015

July 8, 2015

Dear all, We¹ve had a short break, but I¹m returning to the mailing list with my favorite type of email the agenda for tomorrow¹s meeting! Draft Agenda for CWG-Stewardship meeting on 9 July at 17:00 UTC 1. Openings Remarks 2. Update from Client Committee 3. Future work for CWG-Stewardship 4. Role of CWG-Stewardship in Implementation and Charter remit 5. AOB 6. Closing Remarks Talk to you soon, Grace

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Fwd: House Subcommittee Hearing Tomorrow
by Greg Shatan July 7, 2015

July 7, 2015

---------- Forwarded message ---------- From: Greg Shatan <gregshatanipc(a)gmail.com> Date: Tue, Jul 7, 2015 at 1:19 PM Subject: House Subcommittee Hearing Tomorrow To: "accountability-cross-community(a)icann.org" < accountability-cross-community(a)icann.org> Hearing on "Internet Governance Progress After ICANN 53," Subcommittee on Communications and Technology This hearing is taking place at 10 am EDT tomorrow. So far, the only witnesses listed are Larry Strickling and Fadi Chehade. Their written statements can be found here: http://democrats.energycommerce.house.gov/?q=hearing/hearing-on-internet-go… along with statement from Democratic ranking member Pallone. Their statements can also be found here, along with a background memo prepared by the Committee Majority Staff. http://energycommerce.house.gov/hearing/internet-governance-progress-after-…. I expect that webcast info will appear here as well. Greg

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ICG request concerning IANA trademark and iana.org domain name
by Alissa Cooper July 6, 2015

July 6, 2015

Dear CWG, The CWG transition proposal suggests that "ICANN will grants [sic] PTI an exclusive, royalty-free, fully-paid, worldwide license to use the IANA trademark and all related trademarks in connection with PTI's activities under the ICANN-PTI Contract." [1] Our understanding is that this text was not a product of full CWG deliberation and consensus and is flagged as subject to further negotiations. During the ICG face-to-face meeting #5 on June 18 this text was identified as causing an incompatibility between the three operational community proposals. Both the IETF and RIR communities have been using and continue to use the term "IANA." For instance, the term has been cited in 3,353 RFCs over several decades. The CWG’s proposal for ICANN to grant an exclusive license may not be compatible with all three communities making continued use of the term. Second, the RIR community has specified in its proposal that the IANA trademark and domain name [2] should be transferred to an entity independent of any IANA Numbering Services Operator. In February 2015, the ICG asked the RIR and IETF communities to report if their proposals can be made compatible in this regard. After discussion these communities reported back that there was no fundamental discrepancy. [3, 4] The IETF Trust also indicated its willingness to hold intellectual property rights relating to the IANA functions and the IETF community expressed its willingness to support such a decision. [3] Finally, the current text discusses only the trademarks and not the iana.org domain name. Thus it is unclear whether the CWG proposal text is meant to extend to the domain name as well. The ICG has identified this topic as something that requires coordination between the communities. The ICG would like to request that in completing its proposal the CWG review the proposals from the protocol parameters and numbers communities, determine if it can adopt an approach taken by those communities, and if not, work together with the protocol parameters and numbers communities to reconcile the incompatibilities that have been identified. The ICG requests that the CWG communicate back to us a proposed resolution to this issue by July 2 at 23:59 UTC. Thank you, Alissa, Patrik and Mohamed on behalf of the ICG [1] CWG Stewardship proposal, Annex S, page 132 [2] Numbers community proposal, page 10: "With regards to the IANA trademark and the IANA.ORG domain, it is the expectation of the Internet Number Community that both are associated with the IANA Numbering Services and not with a particular IANA Numbering Services Operator. Identifying an organization that is not the IANA Numbering Services Operator and which will permanently hold these assets will facilitate a smooth transition should another operator (or operators) be selected in the future. It is the preference of the Internet Number Community that the IANA trademark and the IANA.ORG domain name be transferred to an entity independent of the IANA Numbering Services Operator, in order to ensure that these assets are used in a non-discriminatory manner for the benefit of the entire community. From the Internet Number Community's perspective, the IETF Trust would be an acceptable candidate for this role. The transfer of the IANA trademark and IANA.ORG domain to the IETF Trust will require additional coordination with the other affected communities of the IANA Services, namely, protocol parameters and names. It is the preference of the Internet Number Community that all relevant parties agree to these expectations as part of the transition." [3] http://mm.icann.org/pipermail/internal-cg/2015-February/003103.html [4] http://mm.icann.org/pipermail/internal-cg/2015-February/003105.html

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PTI Board Composition: IANA Managing Director
by Greg Shatan July 1, 2015

July 1, 2015

All: In the course of discussing the composition of the "inside" (controlled) PTI Board, I believe we have stated that three seats would be appointed by ICANN, with two being unspecified ICANN employees and one being the "IANA Managing Director." I've been asked to clarify who this IANA Managing Director is (since this title does not currently exist). Specifically: 1. Will the IANA Managing Director be an employee of ICANN or of PTI? 2. Is this intended to be the person in the role currently held by Elise Gerich (currently a VP of ICANN for IANA and Technical Operations)? 3. If this person is an employee of PTI and not ICANN, does that still qualify for purposes of making it an inside board (keeping in mind that ICANN does not "own" PTI, and that the only reason this person is controlled by ICANN is because ICANN controls PTI (which creates a circularity of reasoning))? 4. Can this person be an employee of ICANN *and* PTI (at least so that question 3 is resolved)? Some next level questions: 5. Why are we calling this person a "Managing Director," which is not commonly used in US non-profit corporations to my experience? (The typical senior board-appointed offices are President, Vice President, Secretary and Treasurer. Managing Director seems to show up primarily in investment banks and other financial services entities. If this person is intended to be at the helm of PTI, we should use the term President.) 6. How will the board handle matters related to this person (compensation, etc.)? If she recuses herself, there will only be 4 directors voting. I look forward to clarification and apologize if this is clear somewhere and I missed it. Greg

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Re: [CWG-Stewardship] [client com] PTI Board Composition: IANA Managing Director
by Alan Greenberg July 1, 2015

July 1, 2015

That would depend on how the Bylaws of PTI are written, as to whether the PTI Board had discretion or if the sole Member had to agree. It all amounts to the same thing as ICANN is ultimately in control. But WHY are we having this discussion? is someone REALLY planning to withdraw the submission to the ICG, re-open the proposal, revise it, and then resubmit to chartering bodies for approval???????????? Alan At 01/07/2015 03:15 PM, Seun Ojedeji wrote: >Just for clarity Alan, who will make the decision to alter the >composition? which would also mean altering the bylaw. PTI board? Or >ICANN board? > >For the later I would have no issue, I would however be concerned if >it's the former. > >Regards > >sent from Google nexus 4 >kindly excuse brevity and typos. >On 1 Jul 2015 20:09, "Alan Greenberg" ><<mailto:alan.greenberg@mcgill.ca>alan.greenberg(a)mcgill.ca> wrote: >AMEN! > >Pur specification gave a range of sizes and used words like "could". >We did not specify that the Bylaws should prohibit ever altering the >composition of the Board should it be advisable. So it will have all >the flexibility it needs to adjust if the initial implementation >proves unworkable. >Alan > >At 01/07/2015 12:38 PM, Martin Boyle wrote: > >>Let's not reopen the Board size, Greg! >> >>For issues directly involving the CEO as a person (and currently >>the senior person in the IANA team is an ICANN employee), might >>this be something left to ICANN and the PTI Board in negotiation >>with the post holder? >> >> >> >> >>From: Greg Shatan [ mailto:gregshatanipc@gmail.com] >>Sent: 01 July 2015 15:55 >>To: Gomes, Chuck >>Cc: Martin Boyle; <mailto:avri@acm.org>avri(a)acm.org; >><mailto:cwg-stewardship@icann.org>cwg-stewardship(a)icann.org >>Subject: Re: [CWG-Stewardship] [client com] PTI Board Composition: >>IANA Managing Director >> >>There are probably some ways to "fix" this issue, although they may >>raise their own issues: >> >>1. Increase the board to 7, with 4 (or 5) ICANN appointees (PTI >>President + 3-4 ICANN employees) and 3 (or 2) independent >>directors. This provides a clear majority even if the PTI >>President recuses him/herself from a particular vote. This could >>re-open a number of discussion points (mission creep based on size, >>composition, etc.). >> >>2. Establish a Compensation Committee to deal with the President's >>compensation, consisting of the other 2 "ICANN directors" and 1 >>independent director. >> >>3. Establish a proxy or alternate system where another ICANN (but >>not PTI) employee steps in to vote where the PTI President must step away. >> >>These are just off the top of my head, so take them for what they're worth. >> >>Greg >> >>On Wed, Jul 1, 2015 at 9:10 AM, Gomes, Chuck >><<mailto:cgomes@verisign.com>cgomes(a)verisign.com> wrote: >>Thanks Martin. I understand that this is common practice. The >>reason this was more of a concern for me was that we are talking >>about a very small board; one director out of five who may >>frequently have conflicts is very different in my mind than one out >>of seven or nine or more directors. That said, I recognize that >>most in the CWG still support this approach and can live with that. >>Chuck >>-----Original Message----- >>From: Martin Boyle [ mailto:Martin.Boyle@nominet.org.uk] >>Sent: Wednesday, July 01, 2015 4:24 AM >>To: Gomes, Chuck; <mailto:avri@acm.org>avri(a)acm.org; >><mailto:cwg-stewardship@icann.org>cwg-stewardship(a)icann.org >>Subject: RE: [CWG-Stewardship] [client com] PTI Board Composition: >>IANA Managing Director >>Sorry Chuck, I missed this direct question and I can't even blame travelling. >> >>Yes, I'm sure that there are other areas where the senior post >>(let's call it a CEO for the moment) in PTI would need to recuse >>from voting, not least on issues associated with their own >>position. I'm sure we can find a list of areas where this would be >>good practice, but my point is that it is quite usual for a CEO to >>be a member of the Board of their company, subsidiary or otherwise, >>certainly in the UK. They should *not* be Chair (considered bad practice). >>In particular, for a Board whose sole responsibility has to be on >>ensuring that the PTI is meeting its obligations, it would seem to >>me to be completely unreasonable not to have the senior person in >>the company executive on the Board. >>Again apologies for (albeit accidentally) ignoring you. >>Martin >> >> >>-----Original Message----- >>From: Gomes, Chuck [ mailto:cgomes@verisign.com] >>Sent: 15 June 2015 21:44 >>To: Martin Boyle; <mailto:avri@acm.org>avri(a)acm.org; >><mailto:cwg-stewardship@icann.org>cwg-stewardship(a)icann.org >>Subject: RE: [CWG-Stewardship] [client com] PTI Board Composition: >>IANA Managing Director >>Martin, >>Don't you think there would be other conflicts of interest besides >>remuneration where the PTI person would have to recuse >>herself/himself from voting, leaving only 4 members to vote? >>Chuck >>-----Original Message----- >>From: >><mailto:cwg-stewardship-bounces@icann.org>cwg-stewardship-bounces(a)icann.org >>[ mailto:cwg-stewardship-bounces@icann.org] On Behalf Of Martin Boyle >>Sent: Monday, June 15, 2015 4:41 PM >>To: <mailto:avri@acm.org>avri(a)acm.org; >><mailto:cwg-stewardship@icann.org>cwg-stewardship(a)icann.org >>Subject: Re: [CWG-Stewardship] [client com] PTI Board Composition: >>IANA Managing Director >>I'd see the term Managing Director in this case as the CEO role in >>the PTI. Ex Officio because it is the most senior person in the >>company and unlike other Board members, it is the post, not the >>person. And as CEO/MD, sure, the person should certainly have a >>vote except in things to do with their remuneration and bonus. >>Martin >> >>-----Original Message----- >>From: >><mailto:cwg-stewardship-bounces@icann.org>cwg-stewardship-bounces(a)icann.org >>[ mailto:cwg-stewardship-bounces@icann.org] On Behalf Of Avri Doria >>Sent: 15 June 2015 21:19 >>To: <mailto:cwg-stewardship@icann.org>cwg-stewardship(a)icann.org >>Subject: Re: [CWG-Stewardship] [client com] PTI Board Composition: >>IANA Managing Director >>Hi, >>A clarification, saying ex official means saying it is because of >>another role held. >>Do you also mean that this should be a non voting seat? >>I think you do, but want to make sure. >>I would note that ICANN has a voting CEO on its Board. >>Does ISOC? How about the RIRs? >>Just curious. >> >>avri >>On 15-Jun-15 16:07, James Gannon wrote: >> > >> > Greg, >> > >> > >> > >> > With regards to questions 3, 4 and 6: >> > >> > As a matter of good governance practice I would have serious concerns >> > about an employee of PTI sitting on the board of PTI with the >> > exception of the CEO ex officio. >> > >> > I would appreciate input from others but certainly in Ireland and >> > France where I've sat on boards it's would not be considered an >> > acceptable practice. And I agree I haven't seen this issue discussed >> > and any advice on best practice given to date. >> > >> > >> > >> > -James >> > >> > >> > >> > *From:*<mailto:cwg-client-bounces@icann.org> cwg-client-bounces(a)icann.org >> > [ mailto:cwg-client-bounces@icann.org] *On Behalf Of *Greg Shatan >> > *Sent:* Monday, June 15, 2015 8:15 PM >> > *To:* <mailto:cwg-stewardship@icann.org>cwg-stewardship(a)icann.org; Client >> > *Subject:* [client com] PTI Board Composition: IANA Managing Director >> > >> > >> > >> > All: >> > >> > >> > >> > In the course of discussing the composition of the "inside" >> > (controlled) PTI Board, I believe we have stated that three seats >> > would be appointed by ICANN, with two being unspecified ICANN >> > employees and one being the "IANA Managing Director." I've been asked >> > to clarify who this IANA Managing Director is (since this title does >> > not currently exist). Specifically: >> > >> > >> > >> > 1. Will the IANA Managing Director be an employee of ICANN or of PTI? >> > >> > 2. Is this intended to be the person in the role currently held by >> > Elise Gerich (currently a VP of ICANN for IANA and Technical >> > Operations)? >> > >> > 3. If this person is an employee of PTI and not ICANN, does that >> > still qualify for purposes of making it an inside board (keeping in >> > mind that ICANN does not "own" PTI, and that the only reason this >> > person is controlled by ICANN is because ICANN controls PTI (which >> > creates a circularity of reasoning))? >> > >> > 4. Can this person be an employee of ICANN _and_ PTI (at least so >> > that question 3 is resolved)? >> > >> > >> > >> > Some next level questions: >> > >> > >> > >> > 5. Why are we calling this person a "Managing Director," which is not >> > commonly used in US non-profit corporations to my experience? (The >> > typical senior board-appointed offices are President, Vice President, >> > Secretary and Treasurer. Managing Director seems to show up primarily >> > in investment banks and other financial services entities. If this >> > person is intended to be at the helm of PTI, we should use the term >> > President.) >> > >> > >> > >> > 6. How will the board handle matters related to this person >> > (compensation, etc.)? If she recuses herself, there will only be 4 >> > directors voting. >> > >> > >> > >> > I look forward to clarification and apologize if this is clear >> > somewhere and I missed it. >> > >> > >> > >> > Greg >> > >> > >> > >> > >> > >> > _______________________________________________ >> > CWG-Stewardship mailing list >> > <mailto:CWG-Stewardship@icann.org>CWG-Stewardship(a)icann.org >> > https://mm.icann.org/mailman/listinfo/cwg-stewardship >> >>--- >>This email has been checked for viruses by Avast antivirus software. >><https://www.avast.com/antivirus>https://www.avast.com/antivirus >>_______________________________________________ >>CWG-Stewardship mailing list >><mailto:CWG-Stewardship@icann.org>CWG-Stewardship(a)icann.org >>https://mm.icann.org/mailman/listinfo/cwg-stewardship >>_______________________________________________ >>CWG-Stewardship mailing list >><mailto:CWG-Stewardship@icann.org>CWG-Stewardship(a)icann.org >>https://mm.icann.org/mailman/listinfo/cwg-stewardship >>_______________________________________________ >>CWG-Stewardship mailing list >><mailto:CWG-Stewardship@icann.org>CWG-Stewardship(a)icann.org >>https://mm.icann.org/mailman/listinfo/cwg-stewardship >> >>_______________________________________________ >>CWG-Stewardship mailing list >><mailto:CWG-Stewardship@icann.org>CWG-Stewardship(a)icann.org >>https://mm.icann.org/mailman/listinfo/cwg-stewardship >_______________________________________________ >CWG-Stewardship mailing list ><mailto:CWG-Stewardship@icann.org>CWG-Stewardship(a)icann.org >https://mm.icann.org/mailman/listinfo/cwg-stewardship

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Re: [CWG-Stewardship] [client com] PTI Board Composition: IANA Managing Director
by Alan Greenberg July 1, 2015

July 1, 2015

AMEN! Pur specification gave a range of sizes and used words like "could". We did not specify that the Bylaws should prohibit ever altering the composition of the Board should it be advisable. So it will have all the flexibility it needs to adjust if the initial implementation proves unworkable. Alan At 01/07/2015 12:38 PM, Martin Boyle wrote: >Let's not reopen the Board size, Greg! > >For issues directly involving the CEO as a person (and currently the >senior person in the IANA team is an ICANN employee), might this be >something left to ICANN and the PTI Board in negotiation with the >post holder? > > > > >From: Greg Shatan [mailto:gregshatanipc@gmail.com] >Sent: 01 July 2015 15:55 >To: Gomes, Chuck >Cc: Martin Boyle; avri(a)acm.org; cwg-stewardship(a)icann.org >Subject: Re: [CWG-Stewardship] [client com] PTI Board Composition: >IANA Managing Director > >There are probably some ways to "fix" this issue, although they may >raise their own issues: > >1. Increase the board to 7, with 4 (or 5) ICANN appointees (PTI >President + 3-4 ICANN employees) and 3 (or 2) independent >directors. This provides a clear majority even if the PTI President >recuses him/herself from a particular vote. This could re-open a >number of discussion points (mission creep based on size, composition, etc.). > >2. Establish a Compensation Committee to deal with the President's >compensation, consisting of the other 2 "ICANN directors" and 1 >independent director. > >3. Establish a proxy or alternate system where another ICANN (but >not PTI) employee steps in to vote where the PTI President must step away. > >These are just off the top of my head, so take them for what they're worth. > >Greg > >On Wed, Jul 1, 2015 at 9:10 AM, Gomes, Chuck ><<mailto:cgomes@verisign.com>cgomes(a)verisign.com> wrote: >Thanks Martin. I understand that this is common practice. The >reason this was more of a concern for me was that we are talking >about a very small board; one director out of five who may >frequently have conflicts is very different in my mind than one out >of seven or nine or more directors. That said, I recognize that >most in the CWG still support this approach and can live with that. > >Chuck > >-----Original Message----- >From: Martin Boyle [mailto:Martin.Boyle@nominet.org.uk] >Sent: Wednesday, July 01, 2015 4:24 AM >To: Gomes, Chuck; <mailto:avri@acm.org>avri(a)acm.org; ><mailto:cwg-stewardship@icann.org>cwg-stewardship(a)icann.org >Subject: RE: [CWG-Stewardship] [client com] PTI Board Composition: >IANA Managing Director > >Sorry Chuck, I missed this direct question and I can't even blame travelling. > >Yes, I'm sure that there are other areas where the senior post >(let's call it a CEO for the moment) in PTI would need to recuse >from voting, not least on issues associated with their own >position. I'm sure we can find a list of areas where this would be >good practice, but my point is that it is quite usual for a CEO to >be a member of the Board of their company, subsidiary or otherwise, >certainly in the UK. They should *not* be Chair (considered bad practice). > >In particular, for a Board whose sole responsibility has to be on >ensuring that the PTI is meeting its obligations, it would seem to >me to be completely unreasonable not to have the senior person in >the company executive on the Board. > >Again apologies for (albeit accidentally) ignoring you. > >Martin > > > >-----Original Message----- >From: Gomes, Chuck [mailto:cgomes@verisign.com] >Sent: 15 June 2015 21:44 >To: Martin Boyle; <mailto:avri@acm.org>avri(a)acm.org; ><mailto:cwg-stewardship@icann.org>cwg-stewardship(a)icann.org >Subject: RE: [CWG-Stewardship] [client com] PTI Board Composition: >IANA Managing Director > >Martin, > >Don't you think there would be other conflicts of interest besides >remuneration where the PTI person would have to recuse >herself/himself from voting, leaving only 4 members to vote? > >Chuck > >-----Original Message----- >From: ><mailto:cwg-stewardship-bounces@icann.org>cwg-stewardship-bounces(a)icann.org >[mailto:cwg-stewardship-bounces@icann.org] On Behalf Of Martin Boyle >Sent: Monday, June 15, 2015 4:41 PM >To: <mailto:avri@acm.org>avri(a)acm.org; ><mailto:cwg-stewardship@icann.org>cwg-stewardship(a)icann.org >Subject: Re: [CWG-Stewardship] [client com] PTI Board Composition: >IANA Managing Director > >I'd see the term Managing Director in this case as the CEO role in >the PTI. Ex Officio because it is the most senior person in the >company and unlike other Board members, it is the post, not the >person. And as CEO/MD, sure, the person should certainly have a >vote except in things to do with their remuneration and bonus. > >Martin > > >-----Original Message----- >From: ><mailto:cwg-stewardship-bounces@icann.org>cwg-stewardship-bounces(a)icann.org >[mailto:cwg-stewardship-bounces@icann.org] On Behalf Of Avri Doria >Sent: 15 June 2015 21:19 >To: <mailto:cwg-stewardship@icann.org>cwg-stewardship(a)icann.org >Subject: Re: [CWG-Stewardship] [client com] PTI Board Composition: >IANA Managing Director > >Hi, > >A clarification, saying ex official means saying it is because of >another role held. > >Do you also mean that this should be a non voting seat? >I think you do, but want to make sure. > >I would note that ICANN has a voting CEO on its Board. >Does ISOC? How about the RIRs? >Just curious. > >avri > >On 15-Jun-15 16:07, James Gannon wrote: > > > > Greg, > > > > > > > > With regards to questions 3, 4 and 6: > > > > As a matter of good governance practice I would have serious concerns > > about an employee of PTI sitting on the board of PTI with the > > exception of the CEO ex officio. > > > > I would appreciate input from others but certainly in Ireland and > > France where I've sat on boards it's would not be considered an > > acceptable practice. And I agree I haven't seen this issue discussed > > and any advice on best practice given to date. > > > > > > > > -James > > > > > > > > *From:*<mailto:cwg-client-bounces@icann.org>cwg-client-bounces(a)icann.org > > [mailto:cwg-client-bounces@icann.org] *On Behalf Of *Greg Shatan > > *Sent:* Monday, June 15, 2015 8:15 PM > > *To:* <mailto:cwg-stewardship@icann.org>cwg-stewardship(a)icann.org; Client > > *Subject:* [client com] PTI Board Composition: IANA Managing Director > > > > > > > > All: > > > > > > > > In the course of discussing the composition of the "inside" > > (controlled) PTI Board, I believe we have stated that three seats > > would be appointed by ICANN, with two being unspecified ICANN > > employees and one being the "IANA Managing Director." I've been asked > > to clarify who this IANA Managing Director is (since this title does > > not currently exist). Specifically: > > > > > > > > 1. Will the IANA Managing Director be an employee of ICANN or of PTI? > > > > 2. Is this intended to be the person in the role currently held by > > Elise Gerich (currently a VP of ICANN for IANA and Technical > > Operations)? > > > > 3. If this person is an employee of PTI and not ICANN, does that > > still qualify for purposes of making it an inside board (keeping in > > mind that ICANN does not "own" PTI, and that the only reason this > > person is controlled by ICANN is because ICANN controls PTI (which > > creates a circularity of reasoning))? > > > > 4. Can this person be an employee of ICANN _and_ PTI (at least so > > that question 3 is resolved)? > > > > > > > > Some next level questions: > > > > > > > > 5. Why are we calling this person a "Managing Director," which is not > > commonly used in US non-profit corporations to my experience? (The > > typical senior board-appointed offices are President, Vice President, > > Secretary and Treasurer. Managing Director seems to show up primarily > > in investment banks and other financial services entities. If this > > person is intended to be at the helm of PTI, we should use the term > > President.) > > > > > > > > 6. How will the board handle matters related to this person > > (compensation, etc.)? If she recuses herself, there will only be 4 > > directors voting. > > > > > > > > I look forward to clarification and apologize if this is clear > > somewhere and I missed it. > > > > > > > > Greg > > > > > > > > > > > > _______________________________________________ > > CWG-Stewardship mailing list > > <mailto:CWG-Stewardship@icann.org>CWG-Stewardship(a)icann.org > > https://mm.icann.org/mailman/listinfo/cwg-stewardship > > >--- >This email has been checked for viruses by Avast antivirus software. ><https://www.avast.com/antivirus>https://www.avast.com/antivirus > >_______________________________________________ >CWG-Stewardship mailing list ><mailto:CWG-Stewardship@icann.org>CWG-Stewardship(a)icann.org >https://mm.icann.org/mailman/listinfo/cwg-stewardship >_______________________________________________ >CWG-Stewardship mailing list ><mailto:CWG-Stewardship@icann.org>CWG-Stewardship(a)icann.org >https://mm.icann.org/mailman/listinfo/cwg-stewardship >_______________________________________________ >CWG-Stewardship mailing list ><mailto:CWG-Stewardship@icann.org>CWG-Stewardship(a)icann.org >https://mm.icann.org/mailman/listinfo/cwg-stewardship > >_______________________________________________ >CWG-Stewardship mailing list >CWG-Stewardship(a)icann.org >https://mm.icann.org/mailman/listinfo/cwg-stewardship

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