April 2016 - CWG-Stewardship

FW: [client com] Input requested regarding Paragraph 106 of CWG Proposal
by Jonathan Robinson April 20, 2016

April 20, 2016

All, Please note the response from Sharon Flanagan below. Jonathan From: Flanagan, Sharon [mailto:sflanagan@sidley.com] Sent: 20 April 2016 14:43 To: 'jrobinson(a)afilias.info' <jrobinson(a)afilias.info>; 'maarten.simon(a)sidn.nl' <maarten.simon(a)sidn.nl>; 'gregshatanipc(a)gmail.com' <gregshatanipc(a)gmail.com> Cc: 'cwg-client(a)icann.org' <cwg-client(a)icann.org> Subject: Re: [client com] Input requested regarding Paragraph 106 of CWG Proposal We reverted to the language of the CWG proposal which covered all three: mission, role and purpose. Sharon R. Flanagan Sidley Austin LLP SF tel: 415-772-1271 PA tel: 650-565-7008 Email: sflanagan(a)sidley.com <mailto:sflanagan@sidley.com> From: Jonathan Robinson [mailto:jrobinson@afilias.info] Sent: Wednesday, April 20, 2016 04:40 AM To: Flanagan, Sharon; 'Maarten Simon' <maarten.simon(a)sidn.nl <mailto:maarten.simon@sidn.nl> >; 'Greg Shatan' <gregshatanipc(a)gmail.com <mailto:gregshatanipc@gmail.com> > Cc: 'Client Committee' <cwg-client(a)icann.org <mailto:cwg-client@icann.org> > Subject: RE: [client com] Input requested regarding Paragraph 106 of CWG Proposal Hello Sharon, Please could you confirm the resolution of the point: “We’re requesting confirmation that the Mission of ICANN as set forth in the Bylaws is synonymous with the “purpose, mission and role” of ICANN as set forth in ICANN’s Articles and Bylaws for purposes of the CWG proposal. ” Thank-you, Jonathan From: Flanagan, Sharon [mailto:sflanagan@sidley.com] Sent: 18 April 2016 18:26 To: 'Maarten Simon' <maarten.simon(a)sidn.nl <mailto:maarten.simon@sidn.nl> >; Greg Shatan <gregshatanipc(a)gmail.com <mailto:gregshatanipc@gmail.com> > Cc: Client Committee <cwg-client(a)icann.org <mailto:cwg-client@icann.org> > Subject: Re: [client com] Input requested regarding Paragraph 106 of CWG Proposal Thanks for the input. We will propose back that the original wording of the CWG proposal be retained. Best regards, Sharon SHARON R. FLANAGAN SIDLEY AUSTIN LLP +1 415 772 1271 sflanagan(a)sidley.com <mailto:sflanagan@sidley.com> From: Maarten Simon [mailto:maarten.simon@sidn.nl] Sent: Monday, April 18, 2016 12:45 AM To: Greg Shatan; Flanagan, Sharon Cc: Client Committee Subject: Re: [client com] Input requested regarding Paragraph 106 of CWG Proposal I tend to agree with Greg that as the sentence ends with ‘or other matters of concern to the community’ it is not an issue to use the text as is in the proposal including ‘ purpose’ and ‘role’ although these are not (formally) defined. I therefore support his alternative 1. From: <cwg-client-bounces(a)icann.org <mailto:cwg-client-bounces@icann.org> > on behalf of Greg Shatan <gregshatanipc(a)gmail.com <mailto:gregshatanipc@gmail.com> > Date: Saturday 16 April 2016 at 18:33 To: Sharon Flanagan <sflanagan(a)sidley.com <mailto:sflanagan@sidley.com> > Cc: "cwg-client(a)icann.org <mailto:cwg-client@icann.org> " <cwg-client(a)icann.org <mailto:cwg-client@icann.org> > Subject: Re: [client com] Input requested regarding Paragraph 106 of CWG Proposal Since this is an open ended list (ending with "or other matters of concern to the community."), i don't think there's a big issue with including "purpose" and "role". However, I do think these terms are different in nature from the defined Mission, and from each other. Purpose can be traced back to, and is essentially defined in Article 2 of the ICANN Articles of Incorporation; as such, it is similar to Mission in specificity. Role on the other hand is completely ambiguous and undefined. Alternatives may be: 1. Leave as is -- ambiguity and all (but to my mind only "role" is ambiguous). 2. Move role elsewhere in the list, without reference to the Articles and Bylaws -- however, this makes it even more ambiguous (as currently drafted, it's at least clear that the "role" needs to be derived from the Articles and Bylaws in some fashion. 3. Eliminate "role" entirely -- but we then run the risk of losing a point that was being made by the CWG, since Role has a different connotation than Mission or Purpose, and has more to do with how the Mission and Purpose are carried out. Greg On Fri, Apr 15, 2016 at 9:28 PM, Flanagan, Sharon <sflanagan(a)sidley.com <mailto:sflanagan@sidley.com> > wrote: Dear All, There is language in the CWG proposal at paragraph 106 regarding budget approvals that refers to: “The community may reject the ICANN Budget based on perceived inconsistency with the purpose, mission and role set forth in ICANN’s Articles and Bylaws, the global public interest, the needs of ICANN stakeholders, financial stability or other matters of concern to the community.” We’re requesting confirmation that the Mission of ICANN as set forth in the Bylaws is synonymous with the “purpose, mission and role” of ICANN as set forth in ICANN’s Articles and Bylaws for purposes of the CWG proposal. The concern is that “purpose” and “role” are otherwise ambiguous and not defined, whereas the Mission is carefully articulated. Thanks, Sharon SHARON R. FLANAGAN SIDLEY AUSTIN LLP 555 California Street Suite 2000 San Francisco, CA 94104 +1 415 772 1271 <tel:%2B1%20415%20772%201271> sflanagan(a)sidley.com <mailto:sflanagan@sidley.com> <http://www.sidley.com> www.sidley.com <http://www2.sidley.com/files/upload/signatures/SIDLEY_150-AUTOSIG.png> **************************************************************************************************** This e-mail is sent by a law firm and may contain information that is privileged or confidential. If you are not the intended recipient, please delete the e-mail and any attachments and notify us immediately. **************************************************************************************************** _______________________________________________ Cwg-client mailing list Cwg-client(a)icann.org <mailto:Cwg-client@icann.org> https://mm.icann.org/mailman/listinfo/cwg-client <https://urldefense.proofpoint.com/v2/url?u=https-3A__mm.icann.org_mailman_l…>

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FW: [client com] Input requested regarding Paragraph 106 of CWG Proposal
by Jonathan Robinson April 20, 2016

April 20, 2016

All, Please see below from the Sharon @ Sidley. We have discussed this on the client committee and our view is that the highlighted wording is adequate i.e. use the option 1 provided by Greg. Please let us know if you disagree, mindful that time is tight on all of this. For ease of use, I have copied the client committee dialogue below. Thank-you Lise & Jonathan -- I tend to agree with Greg that as the sentence ends with ‘or other matters of concern to the community’ it is not an issue to use the text as is in the proposal including ‘ purpose’ and ‘role’ although these are not (formally) defined. I therefore support his alternative 1. From: <cwg-client-bounces(a)icann.org <mailto:cwg-client-bounces@icann.org> > on behalf of Greg Shatan <gregshatanipc(a)gmail.com <mailto:gregshatanipc@gmail.com> > Date: Saturday 16 April 2016 at 18:33 To: Sharon Flanagan <sflanagan(a)sidley.com <mailto:sflanagan@sidley.com> > Cc: "cwg-client(a)icann.org <mailto:cwg-client@icann.org> " <cwg-client(a)icann.org <mailto:cwg-client@icann.org> > Subject: Re: [client com] Input requested regarding Paragraph 106 of CWG Proposal Since this is an open ended list (ending with "or other matters of concern to the community."), i don't think there's a big issue with including "purpose" and "role". However, I do think these terms are different in nature from the defined Mission, and from each other. Purpose can be traced back to, and is essentially defined in Article 2 of the ICANN Articles of Incorporation; as such, it is similar to Mission in specificity. Role on the other hand is completely ambiguous and undefined. Alternatives may be: 1. Leave as is -- ambiguity and all (but to my mind only "role" is ambiguous). 2. Move role elsewhere in the list, without reference to the Articles and Bylaws -- however, this makes it even more ambiguous (as currently drafted, it's at least clear that the "role" needs to be derived from the Articles and Bylaws in some fashion. 3. Eliminate "role" entirely -- but we then run the risk of losing a point that was being made by the CWG, since Role has a different connotation than Mission or Purpose, and has more to do with how the Mission and Purpose are carried out. Greg From: Flanagan, Sharon [mailto:sflanagan@sidley.com] Sent: 16 April 2016 02:29 To: Client Committee <cwg-client(a)icann.org> Subject: [client com] Input requested regarding Paragraph 106 of CWG Proposal Dear All, There is language in the CWG proposal at paragraph 106 regarding budget approvals that refers to: “The community may reject the ICANN Budget based on perceived inconsistency with the purpose, mission and role set forth in ICANN’s Articles and Bylaws, the global public interest, the needs of ICANN stakeholders, financial stability or other matters of concern to the community.” We’re requesting confirmation that the Mission of ICANN as set forth in the Bylaws is synonymous with the “purpose, mission and role” of ICANN as set forth in ICANN’s Articles and Bylaws for purposes of the CWG proposal. The concern is that “purpose” and “role” are otherwise ambiguous and not defined, whereas the Mission is carefully articulated. Thanks, Sharon SHARON R. FLANAGAN SIDLEY AUSTIN LLP 555 California Street Suite 2000 San Francisco, CA 94104 +1 415 772 1271 sflanagan(a)sidley.com <mailto:sflanagan@sidley.com> <http://www.sidley.com> www.sidley.com <http://www2.sidley.com/files/upload/signatures/SIDLEY_150-AUTOSIG.png> **************************************************************************************************** This e-mail is sent by a law firm and may contain information that is privileged or confidential. If you are not the intended recipient, please delete the e-mail and any attachments and notify us immediately. ****************************************************************************************************

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Notes, Recordings, Transcript DT-O Meeting on 19 April 2016
by Brenda Brewer April 20, 2016

April 20, 2016

Dear all, The notes, recordings and transcripts for the DT-O Meeting on 19 April 2016 will be available here: https://community.icann.org/x/fzqAAw A copy of the notes and action item may be found below. Kind regards, Brenda [---] Proposed Agenda with Notes and Action Items Agenda Item 3. Discuss Final Bylaws Language regarding the IANA Budget see document here<https://community.icann.org/download/attachments/58735231/ICANN%20Legal%20P…> * Section 22.4(f): no further updates * Annex F(1)(f): no further updates * Section 22.4(b)(i): no further updates Agenda Item 4. CWG Stewardship Comments on the Draft FY17 Operating Plan & Budget - Draft 1 see document here<https://community.icann.org/download/attachments/58735231/CWG%20Stewardship…> Paul Kane: I know we have had verbal assurances in the past, and the status quo will be maintained, but where can we have the written assurance that there will not be charges by PTI at the point of service delivery 4.1 Add assumption? : No fees charged for IANA services to Registries. -- Xavier recommends it belongs elsewhere than Budget -- Elise: even though ICANN has offered service for good of all the community, wasn't necessarily mandated the services would be free -- Chuck: Too late to add to Bylaws. Recommend Paul to write Budget Public Comments ending 30 April -- Paul: "document that the money for services does not flow from customers directly to PTI for performance of service" 4.2 ACTION ITEM for Chuck Gomes to answer Xavier's comment [XC4] regarding referencing which of the numbered items are unclear 4.3 ACTION ITEM for Chuck Gomes to answer Xavier's comment [XC5] and will respond to DTO list 7-2.1 - no further questions/comments 7-2.17 - Xavier suggests to submit public comment. will come back to when talking about any comments DTO submits 7.12-3.2 - no further questions/comments Appendix B - no further questions/comments Agenda Item 5. Discuss PTI Budget Dependencies - Draft ICANN Bylaws * See message forwarded by Chuck from Sharon Flanagan on 12 April. (discussed on prior call) * We need to provide feedback on this to the full CWG today. Agenda Item 6. Possible DT-O or CWG comments on the Draft FY17 ICANN Operating Plan & Budget a. Discuss the response from Xavier regarding clarification comments in the draft sent by Chuck (sent by Xavier on 12 April) * Two issues identified that may warrent comments, based on feedback from Xavier * All to review estimated costs for PTI * May not need another call - aim to address further issues on the mailing list. Another call has been scheduled for next Thursday, but will be cancelled if not needed. Future calls will be needed - is current day / time good for the group? Yes, works for most so future meetings are likely to be scheduled at same time on either Tuesday or Thursday. However, next date is not known yet. Action item: Staff to cancel Thursday's meeting Action item: Chuck to submit comments to public comment forum as DT-O lead, with endorsement from DT-O (unless objections are received on the mailing list) Future work: * Await initial thoughts from Xavier and Elisa on budget process. * Caretaker budget - Xavier to provide initial thoughts * Further calls to be scheduled when initial input for these topics is available * Next steps Agenda Item 7. AOB none

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FW: [client com] ICANN Bylaws on Budget - DT-O Input Needed
by Jonathan Robinson April 19, 2016

April 19, 2016

All, Please see below for a further bylaws point raised via the client committee. We have discussed it on list in the client committee and Lise & myself have discussed in person. It is our view to accept the edit proposed below i.e. “to ensure performance of those IANA functions and PTI in the future is not interrupted due to lack of funding” And to retain the highlighted language in square brackets i.e. consult with the Supporting Organizations and Advisory Committees[, as well as the Registries Stakeholder Group, the IAB and RIRs,] Please highlight any concerns with this and/or flag if this will be further considered by DT-O. Thank-you, Lise & Jonathan From: Flanagan, Sharon [mailto:sflanagan@sidley.com] Sent: 18 April 2016 01:33 To: Client Committee <cwg-client(a)icann.org> Subject: [client com] ICANN Bylaws on Budget - DT-O Input Needed Dear All, ICANN Legal is proposing the following edits to Sections 22.4 and 22.5 and Annex F. Can DT-O confirm these edits are acceptable or identify any concerns? We thought #1 and #2 looked ok; however, we understand “uninterrupted” was discussed by DT-O. ICANN Legal explained their concern with “uninterrupted” below: “Uninterrupted could be read to signal a technical SLA that the minute to minute (or second to second) performance of IANA functions will always be “uninterrupted”. While that is clearly what our team strives for (and we do not have complaints as far as I’m aware of regarding our performance levels), we should avoid technical SLA language to move to what we understood the intention to be, that there not be gaps in funding that put the fact of performance of the IANA functions at risk. Then whatever technical agreements there are on how that service will be delivered should be housed elsewhere.” One alternative that should meet the concern raised by ICANN Legal, while also covering the concept of no interruptions is below: “to ensure performance of those IANA functions and PTI in the future is not interrupted due to lack of funding” With respect to #3, Sidley proposed language to try and capture the DT-O request. ICANN Legal’s edits are reflected as a redline to our proposed language. Please advise if this captures the concept being requested by DT-O, which is also below. Also, is the bracketed language necessary? Thanks, Sharon PROPOSED EDITS TO 22.4, 22.5 AND ANNEX F 1. ICANN Legal Proposed Edits to Section 22.4(f): “To maintain ongoing operational excellence and financial stability of the IANA functions (so long as they are performed by ICANN or pursuant to contract with ICANN) and PTI, ICANN shall be required to plan for and allocate funds to ICANN’s performance of the IANA functions and to PTI, as applicable, that are sufficient to cover the future expenses and contingencies to ensure uninterruptedcontinuous performance of those IANA functions and PTI in the future.” 2. ICANN Legal Proposed Edits to Annex F(1)(f) “Notwithstanding any other principle listed above, prevents ICANN, in its responsibility to fund the operations of the IANA functions, from initiating activities that areremain subject to community consideration (or for which that community consultation has not concluded) with respect to the applicable IANA Budget, including without limitation, preventing implementation of any contentious expendituresexpenditure or undertaking any contentious actionsaction that werewas the subject of the IANA Budget that was rejected by the EC andthat triggered the need for the Caretaker IANA Budget.” 3. Current Draft Language – Section 22.4(b)(i): Separately and in addition to the general ICANN planning process, ICANN shall require PTI shallto prepare and submit to the PTI Board a proposed annual operating plan and budget for PTI’s performance of the IANA functions for the next fiscal year (“PTI Budget”). ICANN shall require PTI shallto consult with the Supporting Organizations and Advisory Committees[, as well as the Registries Stakeholder Group, the IAB and RIRs,] during the PTI Budget development process, and shall seek public comment on the draft PTI Budget prior to approval of the PTI Budget by PTI. TheICANN shall require PTI to submit the PTI Budget shall be submitted to ICANN as an input prior to and for the purpose of being included in the proposed Operating Plan (as defined in Section 22.5(a)) and ICANN Budget. This draft language attempts to capture this language in the attached DT-O document, modified to align with comparable language relating to the ICANN Budget: “Separately and in addition to the general ICANN planning process, PTI shall prepare and submit to the PTI Board a proposed operating plan and budget for the IANA functions for the upcoming planning cycle. Such proposed operating plan and budget shall provide appropriate information to enable a consultation process allowing for broad community engagement and input, including appropriate steps for addressing such community input. The proposed operating plan and budget for the IANA functions, resulting from such process, shall be submitted to ICANN as input prior to and for the purpose of being included in the proposed ICANN operating plan and budget, itself then subject to a broad consultation process, including appropriate steps for addressing community input.” **************************************************************************************************** This e-mail is sent by a law firm and may contain information that is privileged or confidential. If you are not the intended recipient, please delete the e-mail and any attachments and notify us immediately. ****************************************************************************************************

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FW: [client com] Vacancies on CSC, IFRT and SCWG
by Jonathan Robinson April 18, 2016

April 18, 2016

All, Please see below for a third query raised by Sidley (all three current issues are listed below) relating to a proposed edit as well as a rationale for the edit by ICANN legal. Following discussion on the client committee email list and between the co-chairs, we are minded to accept the deletion based on the rationale provided by ICANN. Thank-you, Lise & Jonathan From: Flanagan, Sharon [mailto:sflanagan@sidley.com] Sent: 18 April 2016 03:26 To: Client Committee <cwg-client(a)icann.org> Subject: [client com] Vacancies on CSC, IFRT and SCWG Dear All, ICANN Legal suggested deletion of the new language below regarding the filling of vacancies. Vacancies are not described in the CWG proposal, so this deletion is not inconsistent with the proposal. Please confirm the deletion is acceptable. It also applies to IFRTs and SCWGs. “A vacancy on the CSC shall be deemed to exist in the event of the death, resignation or removal of any CSC member or liaison. Vacancies shall be filled by the organization that appointed such CSC member or liaison. The appointing organization shall provide written notice to the Secretary of its appointment to fill a vacancy, with a notification copy to the Chair of the CSC. The organization responsible for filling such vacancy shall use its reasonable efforts to fill such vacancy within one month after the occurrence of such vacancy with an individual with a similar skill set and diversity, to the extent practicable.” ICANN Note: There are not diversity or skill requirements for CSC members (the experience requirement of 17.2(a) applies to all selections). Additionally, requiring the new individual to have similar skill set and diversity as the prior person could lead to unnecessary restrictions on filling vacancies (i.e., if a Japanese engineer is being replaced, does the vacancy have to be filled by another Japanese engineer?). Given time constraints, we are sending these issues as they are identified. At this point we have: - mission/purpose/role issue - budget line edits - vacancies Thanks SHARON R. FLANAGAN SIDLEY AUSTIN LLP 555 California Street Suite 2000 San Francisco, CA 94104 +1 415 772 1271 <mailto:sflanagan@sidley.com> sflanagan(a)sidley.com <http://www.sidley.com> www.sidley.com <http://www2.sidley.com/files/upload/signatures/SIDLEY_150-AUTOSIG.png> **************************************************************************************************** This e-mail is sent by a law firm and may contain information that is privileged or confidential. If you are not the intended recipient, please delete the e-mail and any attachments and notify us immediately. ****************************************************************************************************

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24h left! Public Comment on Principles for CCWGs
by Grace Abuhamad April 15, 2016

April 15, 2016

Dear all, The Public Comment period for the CCWG-Principles draft closes on 16 April 2016 at 23:59 UTC. You now have a bit more than 24 hours to submit comments: https://www.icann.org/public-comments/ccwg-framework-principles-draft-2016-…. There are some comments already in the forum that are worth reading: https://forum.icann.org/lists/comments-ccwg-framework-principles-22feb16/. Thank you again to our CCWG-ACCT and CWG-IANA participants who took the time to submit comments, including: France, Carlos Raul, James, Jorge, Seun, and Mathieu. I am hoping to see more comments from names familiar in the CWG-IANA and CCWG-ACCT :) -- Grace Abuhamad Manager, Public Policy ICANN | Internet Corporation for Assigned Names and Numbers 801 17th Street NW, Suite 400 | Washington, DC 20006 Direct: +1 202 249 7545 | Mobile: +1 310 200 7638 Interested in the IANA Stewardship Transition? LEARN MORE. STAY UPDATED. FOLLOW. ENGAGE. From: Grace Abuhamad <grace.abuhamad(a)icann.org> Date: Monday, March 28, 2016 at 2:51 PM To: "cwg-stewardship(a)icann.org" <cwg-stewardship(a)icann.org>, Accountability Cross Community <accountability-cross-community(a)icann.org> Cc: Mary Wong <mary.wong(a)icann.org> Subject: Extended Public Comment on Principles for CCWGs Dear all, The Public Comment period for the CCWG-Principles draft has been extended to 16 April 2016. You now have 19 days to submit comments: https://www.icann.org/public-comments/ccwg-framework-principles-draft-2016-…. Thank you to James, Jorge, and Seun who have followed Mathieu’s lead and submitted comments. In the next 19 days, I am hoping to see more comments from CWG-IANA and CCWG-ACCT volunteers :) Best, Grace -- Grace Abuhamad Manager, Public Policy ICANN | Internet Corporation for Assigned Names and Numbers 801 17th Street NW, Suite 400 | Washington, DC 20006 Direct: +1 202 249 7545 | Mobile: +1 310 200 7638 Interested in the IANA Stewardship Transition? LEARN MORE. STAY UPDATED. FOLLOW. ENGAGE. From: Grace Abuhamad <grace.abuhamad(a)icann.org> Date: Monday, March 21, 2016 at 12:09 PM To: "cwg-stewardship(a)icann.org" <cwg-stewardship(a)icann.org>, Accountability Cross Community <accountability-cross-community(a)icann.org> Cc: Mary Wong <mary.wong(a)icann.org> Subject: Reminder: 12 days left to comment on Principles for CCWGs Dear all, Just a quick note to remind you that there are 12 days left to submit comments on the draft framework principles for cross community working groups: https://www.icann.org/public-comments/ccwg-framework-principles-draft-2016-…. As of right now, only one comment has been submitted (by our faithful CCWG-Accountability co-Chair Mathieu Weill, no less!). If you need a review of what this is all about, my original impassioned note is below :) Best, Grace -- Grace Abuhamad Manager, Public Policy ICANN | Internet Corporation for Assigned Names and Numbers 801 17th Street NW, Suite 400 | Washington, DC 20006 Direct: +1 202 249 7545 | Mobile: +1 310 200 7638 Interested in the IANA Stewardship Transition? LEARN MORE. STAY UPDATED. FOLLOW. ENGAGE. From: <cwg-stewardship-bounces(a)icann.org> on behalf of Grace Abuhamad <grace.abuhamad(a)icann.org> Date: Wednesday, February 24, 2016 at 6:14 PM To: "cwg-stewardship(a)icann.org" <cwg-stewardship(a)icann.org>, Accountability Cross Community <accountability-cross-community(a)icann.org> Cc: Mary Wong <mary.wong(a)icann.org> Subject: [CWG-Stewardship] Principles for CCWGs -- Public Comment Dear CWG-Stewardship and CCWG-Accountability members, participants, and observers, I’m writing to request your expert feedback for the public comment on the draft framework principles for cross community working groups: https://www.icann.org/public-comments/ccwg-framework-principles-draft-2016-…. I’ve attached the draft to the email for your convenience. Why you? You are the experts. You are the past, the present, and the future of cross community working groups at ICANN. You have survived one (or both) of the big IANA Stewardship Transition working groups over the past two years, and you probably (I hope!) have a lot to reflect upon and share. What’s the point? There are no agreed community-wide guidelines on the use of CCWGs, but they are such an awesome form of multistakeholder policymaking that the ICANN community is increasingly reliant on CCWGs for their policy efforts. The CCWG-Principles has taken on the task of developing a uniform framework of principles intended to guide the formation, initiation, operations and closure of future CCWGs. How much time do I have? The public comment period opened on Monday this week. You have 39 days left, until 23 April at 23:59 UTC. You could jot down some thoughts during your long plane rides to/from Marrakech, or even as you observe the action during the sessions! The email to which your comments may be sent is: <comments-ccwg-framework-principles-22feb16(a)icann.org>. If you have any questions, please contact Mary Wong (cc’ed here). I am passionate about this work because we’ve innovated and learned so much from the IANA Stewardship Transition working groups, and I have had the privilege and opportunity to work with both groups from their formation. I am keen to see where the outcome of this public comment period takes us next, and I very much hope that you will take pride in designing that path forward. —Grace

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FW: [client com] Chuck Gomes Comments
by Jonathan Robinson April 15, 2016

April 15, 2016

All, FYI. Jonathan From: Flanagan, Sharon [mailto:sflanagan@sidley.com] Sent: 14 April 2016 16:05 To: Client Committee <cwg-client(a)icann.org> Subject: [client com] Chuck Gomes Comments Dear All, Chuck’s comments were forwarded to us and our notes and responses are below. Best regards, Sharon > In my personal review of the Bylaws I noted the following issues that I don’t think were covered in the CWG Bylaws Review meeting today: > > · There are several acronyms or terms that are used before they are defined: > SO: Observed that as well, but considering that their explanations are quite long and detail I wonder to what extent they could reorganise things. [Sidley comment: We are adding “as defined in Section ___” where defined terms are used before they have been defined.] > > · Unless I missed it somewhere, as far as I can tell the ‘Decisional Participants’ are not named anywhere in the Bylaws even though they are referenced dozens of times. > SO: That seem to be attributed(defined) in Section 6.1a [Sidley comment: “Decisional Participants” is defined in Article 6, Section 6.1(a).] > · Section 8.2 on page 54 of the redlined version (page 56 overall) says that one member of the NomCom will be selected by the NCUC. > SO: While I think this is particularly within the scope of the CCWG, I don't think nomcom composition was even discussed in that group and I am quite surprised that there has been edits that exceeds just renumbering on that section. > o I have no problem with that but I do wonder if it should say NCSG instead of NCUC. > > o I am pretty sure that the original version of this language was before there was a NCSG and before the NPOC existed. > SO: While my concern above still stand, the version I am looking at that compares the current bylaw with proposed version seem to indicate that it's been NCUC all along. [Sidley comment: Edits have not been made to the provision requiring one delegate of the NomCom to be “from consumer and civil society groups, selected by the Non-Commercial Users Constituency” other than to renumber that subsection (Section 8.2(g)(vi)); NomCom composition was not discussed in the CCWG Proposal.] > · Section 16.2(a) on page 86 of the redline version (page 89 overall) says: “ICANN, in its capacity as the sole Member of PTI, shall elect the directors of PTI in accordance with the articles of incorporation and bylaws of PTI and . . .” > > o It is my understanding that ICANN shall elect three of the five directors, not all five. > > o Shouldn’t this be corrected? > SO: Oops that's a good catch and somehow I thought I saw where the composition was indicated early now I can't seem to find it. Thanks for noting that [Sidley comment: ICANN will elect all directors of PTI in its capacity as the sole member of PTI; ICANN will be instructed in the PTI governing documents on how to vote with respect to PTI director elections (i.e., the allocation of directors on the PTI Board between independent directors and employees of ICANN or employees of PTI); any amendment of the provisions in the PTI governing documents relating to PTI Board composition could be rejected by the EC pursuant to Section 16.2(c)(vii)).] > · Section 18.7(c) on page 97 of the redline version (page 100 overall) says that the IFRT will contain two (2) representatives from the RySG. [Sidley comment: Section 18.7(c) requiring each IFRT to include two representatives appointed by the Registries Stakeholder Group is consistent with the CWG Proposal, Paragraph 283.] > > o Note that it also says that there will be three ccTLD members (two from the ccNSO and one not from the ccNSO). > > o Note also that Section 19.5(iii) says that the SCWG will have three (3) RySG representatives, the same number as for ccTLDs, two from the ccNSO and one not from the ccNSO. [Sidley comment: Section 19.5(a)(iii) requiring each SCWG to include three representatives appointed by the Registries Stakeholder Group is consistent with the CWG Proposal, Paragraph 393.] > > o Was this just an inadvertent oversight? > > o It seems to me that the IFRT should have three (3) representatives from the RySG. > SO: For IFRT, one could say that the Rysg having 2 is because Registrar stakeholder group has one which makes 3 in total and perhaps that of the SCWG needs to be updated to 2 RySG. On a sightly related note, the more I look at the compositions on the review teams the more I wonder how this skipped us during the proposal development. There are 8/9 votes (counting the NCSG and CSG) already from the SO related groups and just 4 from the AC. It's a huge imbalance that makes me still wonder what went wrong during the discussion that made us not to pay attention to that. This is the more reason why I will always be against anything with majority in it as a way of making decisions within the groups! Regards > · Section 22.4(b), IANA Budget, says: “At least 45 days prior to the commencement of each fiscal year, ICANN shall prepare and submit to the Board a proposed annual budget of ICANN for direct costs for ICANN’s IANA department, all costs for PTI, direct costs for shared resources between ICANN and PTI and support functions provided by ICANN to PTI and ICANN’s IANA department for the next fiscal year (the “IANA Budget”), which shall be posted on the Website.” > > o The recommendation of DT-O regarding the IANA Budget was that it be approved prior to approval of the ICANN Budget. > > o DT-O’s recommendation was made prior to any knowledge that a change to the Bylaws would be proposed to require submission of an ICANN Budget to the Board 45 days prior to the start of the applicable fiscal year. > > o I support the requirement for submission of an ICANN Budget to the Board 45 days prior to the start of the applicable fiscal year but believe that there are advantages to the IANA Budget being approved earlier than the ICANN Budget; having the IANA Budget approved prior to consideration of the final ICANN Budget will: [Sidley comment: This proposed change to be discussed with ICANN once CWG signs off on the relevant provisions.] > > § Remove any dependency of IANA services funding from approval or veto of the ICANN Budget > > § Allow more time for resolution of a veto of the IANA Budget > > § Provide increased confidence that IANA services will continue without interruption. > > o My personal recommendation would be that the IANA budget be submitted for Board approval with sufficient time to be approved prior to submission of the ICANN Budget for Board approval. > > o Note that DT-O plans to discuss this issue in its meeting on 13 April 2016. > > · Paragraph (e) in Section 3.2 (SO/AC Director removal process) on page 187 of the redline version (overall page 190) requires “a three-quarters majority of an applicable Decisional Participant as determined pursuant to the internal procedures of the Applicable Decisional Participant for the SO/AC Director Removal Petition. > > o If the GNSO is the applicable Decisional Participant, the GNSO does not presently define what a ‘three-quarters majority’ is. > > o Presumably, following current threshold definitions for the GNSO Council, a three-quarters majority would be defined as a three-quarters majority of each house. > > o Is the addition of this definition considered to be an implementation action item for the GNSO? > [Sidley comment: Our understanding is that this will form part of implementation for the GSNO, along with other procedures to be adopted by the Decisional Participants.] > · Paragraph 1.f in Annex E, The ICANN Caretaker Budget, on page 208 of the redline version (overall page 211) says: “Notwithstanding any other principle listed above, prevents ICANN from initiating activities that are subject to community consideration (or for which that community consideration has not concluded), including without limitation, preventing implementation of the expenditures or undertaking the actions that were the subject of the ICANN Budget that was rejected by the EC and that triggered the need for the Caretaker ICANN Budget.” [Sidley comment: We defer to CWG on this since the caretaker budgets are not specified in detail in the proposals.] > > o This clause seems appropriate in a case where the EC rejects the budget because it does not support funding certain actions or thinks that too many funds are allocated to those actions. > > o But what about a situation in which the EC rejects the budget because it believes that insufficient funds are budgeted for certain actions? In a case like that, it might not be necessary to prevent funding of the actions while the dispute is resolved; in other words, it might be fine if the actions proceeded at the reduced funding level until a decision is made on increased funding, especially if taking the actions at the reduced funding level would not negatively impact the actions if increased funding was provided later. > > o I wonder whether this clause should be reworded to accommodate such situations; if so, then a change may also need to be made in section 2.b.v, Examples of expenditures that would be excluded from a Caretaker Budget: “the proposed expenditure that was the basis for the rejection by the EC that triggered the need for the Caretaker ICANN Budget.” > > · Paragraph 1.f in Annex F, IANA Caretaker Budget Principles, on page 211 of the redline version (overall page 214) says: “Notwithstanding any other principle listed above, prevents ICANN, in its responsibility to fund the operations of the IANA functions, from initiating activities that are subject to community consideration (or for which that community consultation has not concluded), including without limitation, preventing implementation of the expenditures or undertaking the actions that were the subject of the IANA Budget that was rejected by the EC and triggered the need for the Caretaker IANA Budget.” [Sidley comment: We defer to CWG on this since the caretaker budgets are not specified in detail in the proposals.] > > o This clause seems appropriate in a case where the EC rejects the budget because it does not support funding certain actions or thinks that too many funds are allocated to those actions. > > o But what about a situation in which the EC rejects the budget because it believes that insufficient funds are budgeted for certain actions? In a case like that, it might not be necessary to prevent funding of the actions while the dispute is resolved; in other words, it might be fine if the actions proceeded at the reduced funding level until a decision is made on increased funding, especially if taking the actions at the reduced funding level would not negatively impact the actions if increased funding was provided later. > > o I wonder whether this clause should be reworded to accommodate such situations; if so, then a change may also need to be made in section 2.b.v, Examples of expenditures that would be excluded from a Caretaker Budget: “the proposed expenditure that was the basis for the rejection by the EC that triggered the need for the Caretaker ICANN Budget.” (Note that a minor edit is needed: it should say Caretaker IANA Budget, not Caretaker ICANN Budget.) > > o Note that DT-O plans to discuss this issue in its meeting on 13 April 2016. > > · Note that a glossary of acronyms and key terms would be a very useful aid for community members. [Sidley comment: This has been recommended to ICANN but there are concerns that there is insufficient time to develop such a list and gather feedback.] > SHARON R. FLANAGAN SIDLEY AUSTIN LLP 555 California Street Suite 2000 San Francisco, CA 94104 +1 415 772 1271 sflanagan(a)sidley.com <mailto:sflanagan@sidley.com> <http://www.sidley.com> www.sidley.com <http://www2.sidley.com/files/upload/signatures/SIDLEY_150-AUTOSIG.png> **************************************************************************************************** This e-mail is sent by a law firm and may contain information that is privileged or confidential. If you are not the intended recipient, please delete the e-mail and any attachments and notify us immediately. ****************************************************************************************************

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FW: [client com] IANA Budget and ICANN Bylaws
by Jonathan Robinson April 15, 2016

April 15, 2016

All, FYI, Jonathan From: Flanagan, Sharon [mailto:sflanagan@sidley.com] Sent: 14 April 2016 22:09 To: 'grace.abuhamad(a)icann.org' <grace.abuhamad(a)icann.org>; 'cwg-client(a)icann.org' <cwg-client(a)icann.org>; 'cgomes(a)verisign.com' <cgomes(a)verisign.com>; Gregory, Holly <holly.gregory(a)sidley.com>; Grapsas, Rebecca <rebecca.grapsas(a)sidley.com> Subject: Re: [client com] IANA Budget and ICANN Bylaws Thanks. This answers all the open questions. The beginning of the new wording for 22.4(b) regarding obligations of the PTI Board may fit better in the PTI articles, but we can work through that. We will re-mark Section 22.4 and mark Annex F to address these additional comments. Best regards, Sharon Sharon R. Flanagan Sidley Austin LLP SF tel: 415-772-1271 PA tel: 650-565-7008 Email: sflanagan(a)sidley.com <mailto:sflanagan@sidley.com> From: Grace Abuhamad [mailto:grace.abuhamad@icann.org] Sent: Thursday, April 14, 2016 11:12 AM To: Flanagan, Sharon; Client Committee <cwg-client(a)icann.org <mailto:cwg-client@icann.org> >; Gomes, Chuck <cgomes(a)verisign.com <mailto:cgomes@verisign.com> > Subject: Re: [client com] IANA Budget and ICANN Bylaws Hi Sharon, In sharing the final responses with you this morning, our understanding was that your questions on budget items were covered in the responses document, but to be sure, I have been asked to forward a letter that DT-O put together following their call yesterday. Best, Grace -- Grace Abuhamad Manager, Public Policy ICANN | Internet Corporation for Assigned Names and Numbers 801 17th Street NW, Suite 400 | Washington, DC 20006 Direct: +1 202 249 7545 | Mobile: +1 310 200 7638 Interested in the IANA Stewardship Transition? LEARN MORE <https://www.icann.org/stewardship-accountability> . STAY UPDATED <https://www.icann.org/stewardship-accountability#status> . FOLLOW <https://twitter.com/icann> . ENGAGE <https://www.icann.org/stewardship-accountability#involved> . From: <cwg-client-bounces(a)icann.org <mailto:cwg-client-bounces@icann.org> > on behalf of Sharon Flanagan <sflanagan(a)sidley.com <mailto:sflanagan@sidley.com> > Date: Tuesday, April 12, 2016 at 5:27 PM To: Client Committee <cwg-client(a)icann.org <mailto:cwg-client@icann.org> >, "Gomes, Chuck" <cgomes(a)verisign.com <mailto:cgomes@verisign.com> > Subject: [client com] IANA Budget and ICANN Bylaws Dear All, Attached is a chart that compares the CWG requirements on budget and the current draft ICANN bylaws. Can the budget design team review and provide input so we can submit any required bylaws changes to ICANN? We also understand that Design Team O will review the draft caretaker budgets that are annexes to the current draft Bylaws. Thanks, Sharon SHARON R. FLANAGAN SIDLEY AUSTIN LLP 555 California Street Suite 2000 San Francisco, CA 94104 +1 415 772 1271 <mailto:sflanagan@sidley.com> sflanagan(a)sidley.com <http://www.sidley.com> www.sidley.com <http://www2.sidley.com/files/upload/signatures/SIDLEY_150-AUTOSIG.png> **************************************************************************************************** This e-mail is sent by a law firm and may contain information that is privileged or confidential. If you are not the intended recipient, please delete the e-mail and any attachments and notify us immediately. ****************************************************************************************************

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FW: [client com] FW: Revisions to CWG-related Bylaw Provisions
by Jonathan Robinson April 14, 2016

April 14, 2016

FYI From: Flanagan, Sharon [mailto:sflanagan@sidley.com] Sent: 13 April 2016 18:01 To: Client Committee <cwg-client(a)icann.org> Subject: [client com] FW: Revisions to CWG-related Bylaw Provisions Dear All, Attached are revisions to the bylaws that we have sent to ICANN for incorporation into the current draft. These include the feedback we have received thus far from CWG, as well as certain other clean up edits. Best regards, Sharon SHARON R. FLANAGAN SIDLEY AUSTIN LLP +1 415 772 1271 sflanagan(a)sidley.com <mailto:sflanagan@sidley.com> From: Flanagan, Sharon Sent: Wednesday, April 13, 2016 10:00 AM To: Samantha.Eisner(a)icann.org <mailto:Samantha.Eisner@icann.org> ; John Jeffrey; Grace Abuhamad; Bernard Turcotte Cc: Sidley ICANN CCWG; ICANN(a)adlercolvin.com <mailto:ICANN@adlercolvin.com> ; Gregory, Holly Subject: Revisions to CWG-related Bylaw Provisions All, Attached are edits to the CWG-related bylaw provisions: Articles 16-19, which edits are attached, and Section 22.4(f), which edits are below. CWG is still discussing certain open points. Section 22.4(f): Best regards, Sharon SHARON R. FLANAGAN SIDLEY AUSTIN LLP +1 415 772 1271 <mailto:sflanagan@sidley.com> sflanagan(a)sidley.com **************************************************************************************************** This e-mail is sent by a law firm and may contain information that is privileged or confidential. If you are not the intended recipient, please delete the e-mail and any attachments and notify us immediately. ****************************************************************************************************

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IOTF Call #5 - Meeting Notes (13 April 2016 @ 19:00 UTC)
by Yuko Green April 14, 2016

April 14, 2016

Dear members of the CWG Stewardship, Below, please find the meeting notes from the IOTF Call #5. The presentation material, audio and AC room recordings are now posted at https://www.icann.org/stewardship-implementation under "Meetings & Work Sessions" section. The transcript will be made available soon. ********Meeting Notes******** Implementation Oversight Task Force (ITOF) call #5 13 April 2016 @ 19:00 UTC Please note that this meeting is being recorded. To mute or Unmute, select *6 (Star-Six) If you would like to review the last call(s), the recordings and presentation materials are posted publicly here: https://www.icann.org/stewardship-implementation Agenda: 1. Opening Remarks (Lise/Jonathan) 2. Implementation Items (Trang) a) RZERC charter (Revised based on Call #3) b) PTI governance documents (Revised based on Call #3) c) IANA Escalation Mechanisms d) PTI staffing 3. AOB (Lise/Jonathan) a) RZMA update 4. Closing Remarks (Lise/Jonathan) Action Items: - Update the RZERC charter based on today's conversation to ensure it reflects the language of the proposal and re-circulate for IOTF's review (ICANN) - Circulate the PTI Purpose from the latest draft ICANN Bylaws to IOTF for review (ICANN) - Share the proposal of how PTI staffing should be structured (ICANN) - Share the RZMA update in IOTF mail list (ICANN) - Capture Paul's request and share with IOTF and add to the next call agenda (ICANN) "How does ICANN intend to respect the differences between the authority parts for ccTLDs and gTLDs, and what junction will it be captured?" Yuko Green Strategic Programs Manager Global Domains Division Internet Corporation for Assigned Names and Numbers (ICANN) Direct Line: +1 310 578 8693 Mobile: +1 310 745 1517 E-mail: <mailto:yuko.green@icann.org> yuko.green(a)icann.org <http://www.icann.org/> www.icann.org

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