April 2016 - CWG-Stewardship

Brief update from CWG Co-Chairs
by Jonathan Robinson April 29, 2016

April 29, 2016

All, As you will have noted, we elected not to have a meeting this week on Thursday 28 April. There are regular meetings of the Implementation Oversight group taking place and you will have seen the notes circulated by Yuko Green from the meeting of April 27. Please do look over the implementation work as reflected in the reports and discussions of the IOTF group. One developing issue is that we will need to instruct Sidley to review and comment on the formation documents of PTI i.e. Articles, Bylaws and the Conflict of Interest policy. We will use the client committee to do so and communicate with the CWG accordingly. The next meeting of the CWG is scheduled for 2 weeks from 28 April i.e. Thursday i.e. 12 March and at this stage, we expect to hold that meeting in order to bring the CWG up to speed with implementation and to discuss any relevant matters. Thank-you for your ongoing attention to the implementation work. Lise & Jonathan

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IOTF Call #7 - Meeting Notes (27 April 2016 @ 19:00 UTC)
by Yuko Green April 28, 2016

April 28, 2016

Dear members of the CWG Stewardship, Below, please find the meeting notes from the IOTF Call #7. The presentation material, transcript, and AC room and audio recordings are now posted at https://www.icann.org/stewardship-implementation under "Meetings & Work Sessions" section. *** Meeting Notes *** Implementation Oversight Task Force (ITOF) call #7 27 Apr 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 2. Implementation Items * RZERC Charter: Obtain final agreement from IOTF on the draft circulated * IANA Escalation Mechanism: Is there any other comments and feedback from the IOTF on Chuck's clarification? * Document Review Process & Timeline: 1) Continue discussion regarding document review process, and 2) review timeline 3. AOB 4. Closing Remarks Notes: Apology - Donna A, Jonathan R IANA Escalation Mechanism * Response provided by Chuck is based on the discussion with the design team. * Keep this item open until next Wednesday call Action Items: * RZERC charter - Remove the "(possibly as Chair)" from Composition section (ICANN) * RZERC charter - Delete "AS" from the first sentence from "Records of Proceedings" (ICANN) * RZERC charter - Add "minutes shall be posted as soon as possible" at Records & Proceeding section (ICANN) * RZERC charter - Replace "as prudent" with "as appropriate" at the last section of the Meetings (ICANN) * Forward the term sheet of the PTI formation documents to the client committee for Sidley's review (ICANN) * ICANN-PTI Contract - Add Annex M as an additional input source (ICANN) * Pull language off of draft ICANN bylaws re: ICANN-PTI contract and circulate to IOTF mail list (ICANN) * ICANN to discuss internally how the ICANN-PTI contract can be shared before the whole draft is ready (ICANN) ***Chat History*** Yuko Green: Hello everybody, welcome t o IOTF call #7 matthew shears: hi could you remind me when the RZERC doc was circulated - thanks Yuko Green: @Matthew: It was Monday at 7pm PDT through IOTF mailing list from Trang matthew shears: OK thanks Allan MacGillivray: Hi everyone. That's me on 5335. Yuko Green: Who may be phone # 5335? Chuck Gomes: Hi all Yuko Green: Thank you Allan matthew shears: phone is live Allan James Gannon: Hi All Yuko Green: You have scrolling control as RZERC charter is on slide 4 and 5 James Gannon: Yeah I think that was from the proposal but can be done away with now matthew shears: that needs to be made clear then Alissa Cooper: I still think this is over-specifying a bunch of details that should be left to the committee itself, but I am giving up on that line of argument Alissa Cooper: the document needs an edit pass for grammar James Gannon: Works for me matthew shears: in the last sentence under meetings what does the word prudent refer to? matthew shears: shouldn't it read as appropriate? Cheryl Langdon-Orr (CLO): lol James Gannon: If Chcuk is happy I am matthew shears: + 1 to Chuck's clarifications Avri Doria: sound like reasonable repsonses to me. Avri Doria: and as a member of that team they were what i remembered. Cheryl Langdon-Orr (CLO): th Avri Doria: is there an open issue of incompatitiblity between this and the agreed plan? Avri Doria: makes sense to wait for a another week. Avri Doria: to make sure that is is closed. Cheryl Langdon-Orr (CLO): not that I am aware of (yet) Avri but NP with another weeek Avri Doria: next call is a good compromise Chuck Gomes: Does Paul want a full week? Cheryl Langdon-Orr (CLO): next Wed call if we run the Mon one as well Paul Kane: agree matthew shears: where does responsibility for drafting the contract between ICANN and PTI lie? Alissa Cooper: that's on the next slide matthew shears: :) thanks matthew shears: shouldn't the IOTF review the full draft before it goes to the CWG? Grace Abuhamad: The document was forwarded to the Client Committee here: http://mm.icann.org/pipermail/cwg-client/2016-April/000440.html Grace Abuhamad: It's the process Chuck Gomes: It seems to me that the full drafts can be reviewed by the IOTF at the same time that Sidley is reviewing them. matthew shears: ok Chuck Gomes: When are the ICANN Bylaws targeted for approval? Paul Kane: Agree Alissa matthew shears: 27th May? Chuck Gomes: Thanks Matthew. matthew shears: understood - lets do it inparallel with Sidley Cheryl Langdon-Orr (CLO): yup Russ Housley: This structure impacts all of the operational communities, so we would like to know the proposed way forward as soon as possible James Gannon: +1 Russ matthew shears: + 1 Russ James Gannon: Principles in bylaws and details in contract would be what i expected Trang Nguyen: @Russ: Understood, Russ. Chuck Gomes: I have to drop off. Thanks all. matthew shears: I think that it would be useful of key parts of teh contract were shared as they were available rather than waiting on the full draft Lise Fuhr: Bye Chuck James Gannon: I think thats still a little fuzzy Trang at the moment James Gannon: On how much control there is over that contract from the provisions in the ICANN bylaws matthew shears: assuming the ICANN bylaws don't change Alan Greenberg: I suspect it will be easier to change the PTI Bylaws than the PTI-ICANN contract. Cheryl Langdon-Orr (CLO): thx Greg Paul Kane: Alan - agree Paul Kane: But Bylaws have a formal process matthew shears: + 1 Alissa on structure matthew shears: and +1 on review as well Alan Greenberg: Don't recall for sure, but I think PTI Bylaws are purely up to PTI Board. Appealable because ultimately controlled by ICANN, but no community process. Russ Housley: @Alan: One contract with three parts or three options is fine. A contract for the naming functions with options for the other two is quite different Alan Greenberg: @Russ, my reference was just with regard to Pauls statement about things in the PTI Bylaws as opposed to the contract. Paul Kane: Agree Lise matthew shears: we would also read the whole but it might expedite things and assuage some concerns along the way Lise Fuhr: @Trang it is more the structure than the details Allan MacGillivray: Many of the principles in Annex C that are important to the ccTLD community are also in the darft contract terms that were attached to the CWG proposal. They were deemed to be so important that they are mentioned twice so we need them reflected in nthe bylaws and the PTI contract. Lise Fuhr: Thank you Trang Avri Doria: thanks matthew shears: thanks all Lise Fuhr: All James Gannon: thanks trang thanks yuko Allan MacGillivray: Thanks everyone. 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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IANA Stewardship Transition Planning Update (Volume 1)
by Grace Abuhamad April 27, 2016

April 27, 2016

Dear all, Here below is the first implementation update from Trang Nguyen. Original link: https://www.icann.org/news/blog/iana-stewardship-transition-planning-update…. IANA Stewardship Transition Planning Update (Volume 1) This update marks the beginning of an initiative mentioned by Akram Atallah in his 12 April 2016 blog, aimed at keeping interested stakeholders up to date on the latest developments and progress relating to implementation planning for the IANA Stewardship Transition, the proposal for which is currently under review by NTIA. These updates will detail what work has been identified based on the proposals of the IANA Stewardship Transition Coordination Group (ICG) and the Cross Community Working Group on Enhancing ICANN Accountability (CCWG-Accountability), and provide insight into what is happening on a week-to-week basis. Our goal is to provide consistent, structured updates that give any interested party access to latest information, documents and announcements. We will also post direct links to the mailing lists where conversations are taking place on each of the planning elements. ICANN has identified work that must be completed for the transition to occur successfully. The planned work has been mapped across 14 projects and grouped into 3 tracks. You can find more information on the ICANN website here. - Trang Nguyen, Senior Director of Strategic Programs Root Zone Management The Root Zone Management implementation planning track contains projects relating to changes to the Root ZoneManagement System (RZMS) to remove NTIA's authorization role, parallel testing of the production and parallel test RZMS systems; and the development, and execution of an agreement with Verisign as the root zone maintainer. Root Zone Management System (RZMS) Parallel Testing Status update: In accordance with the plan submitted to NTIA, ICANN and Verisign completed system code changes and began a 90-day “parallel testing” period on Wednesday, 6 April 2016. This is a key planning step to ensure the continued security and stability of the Root Zone Management System (RZMS) operation after the successful completion of the IANA Stewardship Transition, currently projected for September 30, 2016. It has been almost 3 weeks since the start of parallel testing and everything is going smoothly. Click here to view Verisign’s daily Parallel Operations Root Zone Management System Comparisons reports of all the root zone files generated. In the event that no unexplained differences in root zone files are identified between the production RZMS and the parallel test RZMS, the testing period will end successfully on 5 July 2016. Documents/announcements posted: % ICANN and Verisign Announce Start of 90-day Root Zone Management System “Parallel Testing” Period 2 Verisign Daily Parallel Operations Root Zone Management System Comparisons Mailing list(s): None. Root Zone Maintainer Agreement (RZMA) Status update: ICANN and Verisign continue to engage in discussion to prepare for a RZMA. The current plan for completion of a draft RZMA is the end of this month. Documents/announcements posted: None. Mailing list(s): None. Stewardship Transition The Stewardship Transition planning track contains projects to prepare relationship documentation with the operational communities, creation of a Post-Transition IANA (PTI) entity, establishment of a Customer Standing Committee (CSC) and a Root Zone Evolution Review Committee (RZERC), operationalizing the IANA customer service escalation mechanisms and Service Level Agreements (SLAs). Service Level Agreement (SLA) for the IANA Numbering Services Status update: On Wednesday, 20 April 2016, the Number Resource Organization (NRO) published an announcementregarding version 5.1 of the SLA document. The SLA will be submitted to the ICANN Board for consideration and adoption when the NRO andICANN establish a mutually agreed upon date. Documents/announcements posted: % Updated 5.1 and Signature Version of the SLA for the IANA Numbering Services 2 Service Level Agreement for IANA Numbering Services (v5.1) Mailing list(s): + https://www.nro.net/pipermail/ianaxfer/ Post-Transition IANA (PTI) Status update: ICANN continues to work on the plan for PTI implementation that the Implementation Oversight Task Force (IOTF) requested, as well as the ICANN-PTI contract. What is the IOTF? The IOTF was formed following ICANN55 in Marrakech. The IOTF offers a channel for ICANN to request insights or clarifications to ensure that ICANN and the community remain aligned on ICANN’s implementation planning efforts of the ICG Proposal. The group was formed to include the co-Chairs and Design Team leads of the Cross Community Working Group to Develop an IANA Stewardship Transition Proposal on Naming Related Functions (CWG-Stewardship), and has since grown to also include representatives from the ICG, Numbering Resources community and Protocol Parameters community. Documents/announcements posted this week: None. Mailing list: + http://mm.icann.org/pipermail/iotf/ Root Zone Evolution Review Committee (RZERC) Status update: ICANN continues to work with the IOTF to finalize the terms of the RZERC Charter. A revised charter was circulated to the IOTF on 25 April 2016. Documents/announcements: 2 Root Zone Evolution Review Committee (RZERC) Charter (v3) Mailing list: + http://mm.icann.org/pipermail/iotf/ IANA Customer Service Escalation Mechanism Status update: ICANN received clarification from the IOTF regarding the IANA Customer Service Complaint Resolution Process for Naming Related Functions and IANA Problem Resolution Process (for IANA naming services only) referenced in Annex I and J of the CWG-Stewardship proposal. As next step, ICANN will update relevant process documentations for these processes. Documents/announcements: None. Mailing list: + http://mm.icann.org/pipermail/iotf/ Accountability Enhancements The Accountability Enhancements track contains plans to implement enhancements to ICANN’s Independent Review and Reconsideration Request processes, to update ICANN’s governance documents, and to operationalize new community powers defined by the Cross Community Working Group on Enhancing ICANNAccountability (CCWG-Accountability). ICANN's Bylaws Status update: ICANN has posted proposed draft new Bylaws for a 30-day public comment from 21 April - 21 May 2016 to allow any interested party to review and provide feedback. 2 Public Comment Page + Submit Comment to Forum + Comments Forum The proposed draft of the new ICANN Bylaws was developed collaboratively by the ICANN legal team and the independent counsel hired to advise the CCWG-Accountability and the CWG-Stewardship. In developing the draft new ICANN Bylaws, the attorneys consulted a Bylaws Coordination Group populated with both community and Board members, as well as with the CWG-Stewardship and the CCWG-Accountability. Adoption of the new Bylaws by the ICANN Board is anticipated for on or around 27 May 2016. Once new ICANN Bylaws have been adopted, ICANN will notify NTIA. Once adopted, the Bylaws are expected to go into effect if NTIA approves of the IANA Stewardship Transition Proposal and the IANA Functions Contract expires. Documents/announcements: 2 Draft New ICANN Bylaws 2 Comparison of Draft New ICANN Bylaws to Current Bylaws Mailing list(s): + http://mm.icann.org/pipermail/bylaws-coord/ + http://mm.icann.org/pipermail/accountability-cross-community/ + http://mm.icann.org/pipermail/cwg-stewardship/ + http://mm.ianacg.org/pipermail/internal-cg_ianacg.org/

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Call Cancelled -- > No call on Thursday 27 April
by Grace Abuhamad April 27, 2016

April 27, 2016

Dear all, You will receive a cancellation notice for the CWG-Stewardship call tomorrow. In lieu of a call, we will provide a few updates via the mailing list. I will be sending out an implementation update from Trang Nguyen later today. 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.

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Invitation to join CCWG ACCT Meeting - 27 April @ 04:00 UTC
by Grace Abuhamad April 26, 2016

April 26, 2016

Dear all, The CCWG-ACCT is planning to conduct a Q&A about the Bylaws on their call tomorrow at 04:00 UTC. All three legal teams (ICANN, Sidley, and Adler) have made themselves available for this call, so this is a good opportunity to engage with them regarding any questions you may have. In particular, there will be a discussion about grandfathered agreements (Section 1.1) for which the CCWG-ACCT Chairs have asked me to extend the call invitation to interested participants in the CWG-Stewardship. The Adobe Connect room for the call is: https://icann.adobeconnect.com/accountability. If you would like to receive full call details, please contact Brenda Brewer (cc’ed). Thank you, 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: <accountability-cross-community-bounces(a)icann.org> on behalf of Grace Abuhamad <grace.abuhamad(a)icann.org> Date: Tuesday, April 26, 2016 at 12:34 PM To: Grace Abuhamad <mssi-secretariat(a)icann.org>, Accountability Cross Community <accountability-cross-community(a)icann.org> Subject: Re: [CCWG-ACCT] Proposed Agenda CCWG ACCT Meeting - 27 April @ 04:00 UTC Dear all, In advance of the call tomorrow, please be sure to read through the attached document. This document provides an explanation of grandfathered agreements and corresponds to item #5 on the agenda below. This document was sent to the Bylaws Coordination Group and then circulated by Mathieu Weill to the CCWG-ACCT last week (link). Since we have confirmed the necessary attendees for the call, item #5 is confirmed (no longer tentative as it was listed when the agenda was sent out). Thank you, 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: <accountability-cross-community-bounces(a)icann.org> on behalf of Grace Abuhamad <mssi-secretariat(a)icann.org> Date: Monday, April 25, 2016 at 1:52 PM To: Accountability Cross Community <accountability-cross-community(a)icann.org> Subject: [CCWG-ACCT] Proposed Agenda CCWG ACCT Meeting - 27 April @ 04:00 UTC Dear All, In preparation for your call, CCWG Accountability Meeting #92 – Wednesday, 27 April at 04:00 – 06:00 UTC (time converter), see below proposed agenda: Proposed Agenda: 1. Welcome, roll call, SOI 2. Timeline for CCWG Comment on Draft Bylaws - Apr 27th : CCWG ACCT Meeting #92 - May 3rd : CCWG ACCT Meeting #93 - May 10th : Submission 3. Introductory remarks from Holly and Rosemary 4. Q&A 5. [Tentative] ICANN Legal discussion on 1.1 6. AOB Adobe Connect: https://icann.adobeconnect.com/accountability/ Thank you! With kind regards, Brenda Brewer MSSI Projects & Operations Assistant ICANN-Internet Corporation for Assigned Names and Numbers

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Clarification on PTI scope
by Seun Ojedeji April 24, 2016

April 24, 2016

Dear all, >From my understanding of PTI was that it's going to be the new IANA that will serve the 3OCs (even though numbers and protocols contracts with ICANN). If my high-level understanding above is right, then i think there may be something wrong in the fy17 draft budget which has just been brought to my attention. https://www.icann.org/en/system/files/files/proposed-opplan-budget-fy17-05m… Page 25 item 4 says the following: PTI- New legal entity, destined to host activities and costs of the IANA functions in service of the *Names community* Then page 27 seem to imply that PTI will indeed serve the names alone. At the moment, I have not considered the application of this new arrangement and unless I am missing something, I don't think this was what was proposed. Regards Sent from my LG G4 Kindly excuse brevity and typos

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Re: [CWG-Stewardship] FW: [client com] Input requested regarding Paragraph 106 of CWG Proposal
by Seun Ojedeji April 22, 2016

April 22, 2016

Hi Jonathan, Just a very minor clarifying question (which you or legal could answer); did legal revert because they now confirm lack of ambiguity in the text? That said, I have no problem about the text reverted to but their response to my question could make a difference. Regards Sent from my LG G4 Kindly excuse brevity and typos On 20 Apr 2016 09:58, "Jonathan Robinson" <jrobinson(a)afilias.info> wrote: 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 *From*: Jonathan Robinson [mailto:jrobinson@afilias.info <jrobinson(a)afilias.info>] *Sent*: Wednesday, April 20, 2016 04:40 AM *To*: Flanagan, Sharon; 'Maarten Simon' <maarten.simon(a)sidn.nl>; 'Greg Shatan' <gregshatanipc(a)gmail.com> *Cc*: 'Client Committee' <cwg-client(a)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 <sflanagan(a)sidley.com>] *Sent:* 18 April 2016 18:26 *To:* 'Maarten Simon' <maarten.simon(a)sidn.nl>; Greg Shatan < gregshatanipc(a)gmail.com> *Cc:* Client Committee <cwg-client(a)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 *From:* Maarten Simon [mailto:maarten.simon@sidn.nl <maarten.simon(a)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> on behalf of Greg Shatan < gregshatanipc(a)gmail.com> *Date: *Saturday 16 April 2016 at 18:33 *To: *Sharon Flanagan <sflanagan(a)sidley.com> *Cc: *"cwg-client(a)icann.org" <cwg-client(a)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> 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 sflanagan(a)sidley.com www.sidley.com *[image: SIDLEY]* **************************************************************************************************** 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 https://mm.icann.org/mailman/listinfo/cwg-client <https://urldefense.proofpoint.com/v2/url?u=https-3A__mm.icann.org_mailman_l…> _______________________________________________ CWG-Stewardship mailing list CWG-Stewardship(a)icann.org https://mm.icann.org/mailman/listinfo/cwg-stewardship

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Draft ICANN Bylaws Draft of April 20, 2016: CCWG=Accountability and CWG-Stewardship Certifications
by Grace Abuhamad April 22, 2016

April 22, 2016

Forwarding on behalf of the Chairs for Sharon Flanagan. From: <bylaws-coord-bounces(a)icann.org> on behalf of Holly Gregory <holly.gregory(a)sidley.com> Date: Wednesday, April 20, 2016 at 8:29 PM To: "'leonfelipe(a)sanchez.mx'" <leonfelipe(a)sanchez.mx>, Mathieu Weill <mathieu.weill(a)afnic.fr>, Thomas Rickert <thomas(a)rickert.net>, "bylaws-coord(a)icann.org" <bylaws-coord(a)icann.org>, Jonathan Robinson <jrobinson(a)afilias.info>, Lise Fuhr <Fuhr(a)etno.eu>, Client Committee <cwg-client(a)icann.org>, Client Committee <cwg-client(a)icann.org> Cc: Sidley ICANN CCWG <sidleyicannccwg(a)sidley.com>, ICANN-Adler <ICANN(a)adlercolvin.com>, Accountability Cross Community <accountability-cross-community(a)icann.org>, Sharon Flanagan <sflanagan(a)sidley.com>, ccwg-accountability5 <ccwg-accountability5(a)icann.org> Subject: [bylaws-coord] Draft ICANN Bylaws Draft of April 20, 2016: CCWG=Accountability and CWG-Stewardship Certifications CCWG Accountability April 20, 2016 Dear CCWG-Accountability Co-Chairs, Members, Participants and Staff, We have reviewed the Proposed Draft ICANN Bylaws, dated April 20, 2016 (“Proposed Draft Bylaws”), a copy of which is attached. We believe that the Proposed Draft Bylaws are consistent with the Cross Community Working Group on Enhancing ICANN Accountability (“CCWG-Accountability”) Supplemental Final Proposal on Work Stream 1 Recommendations (23 February 2016) relating to the IANA Stewardship Transition. Accordingly, we recommend that the Proposed Draft Bylaws be posted to the community for review. Kind regards, Holly J. Gregory and Rosemary E. Fei Sidley Austin LLP and Adler & Colvin CWG-Stewardship April 20, 2016 Dear CWG Co-Chairs, Members, Participants and Staff, We have reviewed the Proposed Draft ICANN Bylaws, dated April 20, 2016 (“Proposed Draft Bylaws”), a copy of which is attached. We believe that the Proposed Draft Bylaws are consistent with the Cross Community Working Group on Naming Related Functions (“CWG-Stewardship”) Final Proposal (11 June 2015) relating to the IANA Stewardship Transition. Accordingly, we recommend that the Proposed Draft Bylaws be posted to the community for review. Kind regards, Holly J. Gregory and Sharon R. Flanagan Sidley Austin LLP HOLLY J. GREGORY Partner and Co-Chair Corporate Governance & Executive Compensation Practice Group Sidley Austin LLP 787 Seventh Avenue New York, NY 10019 +1 212 839 5853 holly.gregory(a)sidley.com www.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 #6 - Meeting Notes (20 April 2016 @ 19:00 UTC)
by Yuko Green April 21, 2016

April 21, 2016

Dear members of the CWG Stewardship, Below, please find the meeting notes from the IOTF Call #6. The presentation material, transcript, and audio recordings are now posted at https://www.icann.org/stewardship-implementation under "Meetings & Work Sessions" section. Unfortunately due to technical issue, the AdobeConnect room recording was not completed though the recording was started at the beginning of the call. We are working with IT to identify the issue to avoid this from happening on the future calls. My apology for this inconvenience. ***Meeting Notes*** Implementation Oversight Task Force (ITOF) call #6 20 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 2. Implementation Items PTI Formation Document Review process IANA Escalation Mechanisms 3. AOB Paul Kane's question RZMA question 4. Closing Remarks Notes: PTI Formation documents are: - Bylaws - Articles of Incorporation - Conflict of Interest Policy Action Items: - Share Document Review Process & Timeline slide with Client Committee to discuss their involvement and Sidley's. (ICANN) - Share PTI formation documents term sheets with Client Committee (and potentially with Sidley). (ICANN) - IANA CS Complaint Resolution Process - is the CEO step no longer part of the process? Chuck will look into the question raised and get back to this group via the email list. (Chuck Gomes) - IANA Problem Resolution Process - Annex J - Flowchart 1 and 3 have the same title but one swimlane different. Chuck will look into it and get back to this group via the email list. (Chuck Gomes) - Section 7 & 8 of annex C: could be included in the ICANN Bylaws, PTI bylaws or in the ICANN-PTI contract. ICANN to flag this item with lawyers to make sure it gets included. (ICANN) - Share the rough timeline of implementation item documents during the next call (ICANN) - Review the ICANN Bylaws for the mentioning of the ICANN-PTI contract (ICANN) ***Chat History*** James Gannon: Will we have audio in the AC room for the call? James Gannon: Yup can hear Lise Fuhr: Good evening Chuck Gomes: I am 3200. Allan MacGillivray: Tht's me at 5335 Paul Kane: To be clear there will there be PTI Bylaws as it is a seperate affilaite company Paul Kane: ? Alissa Cooper: What section of the bylaws will the PTI Purpose be drawn from? Jonathan Robinson: Apologeis for late arrival Jonathan Robinson: Had a minor IT glitch Nathalie Vergnolle: Yes, there will be separate PTI bylaws Paul Kane: Thanks Nathalie Yuko Green: @Alissa, that would be are covered in Section 16.2 and Annex D (Articles 1 &2). Lise Fuhr: Thank you Trang Yuko Green: @Alissa, the language was circulated via IOTF mail on 15 April Alissa Cooper: ok, thanks, will find it matthew shears: + 1 Paul on PTI bylaws Paul Kane: Agree Trang Paul Kane: This group is here to help you get it right then it needs ratification by the groups CWG/SO etc matthew shears: agree bylaws and AoI should go to Sidley matthew shears: + 1 Chuck Paul Kane: Chuck agree Greg Shatan: With my clilent committee hat on, I'm happy to step in to the review at that point, suggeted by Chuck. Cheryl Langdon-Orr (CLO): agree totally Jonathan Jonathan Robinson: Reminder of the role of client committee. Not a committee to take decisions but to facilitate effective interaction with the lawyers to ensure that we use them efficiently / cost-effectively. Lise Fuhr: @Jonathan agree Avri Doria: wasn't this the CSC group. matthew shears: seems unusual that it would go to GDD James Gannon: Agree Matt Donna Austin, Neustar: @Avri, wasn't what the CSC group? matthew shears: PTYI BOard is not on the escalation path in the slide Cheryl Langdon-Orr (CLO): hmmm matthew shears: PTI Board would come after the IANA functions manager as the IANA functions manager is on the PTI Board if I recall correctly Cheryl Langdon-Orr (CLO): that resonates Matthrw Donna Austin, Neustar: This is for individual complaints Jonathan Robinson: What does the reference CWG 1367 mean? Paul Kane: How long wil this take? If there is a problem there needs to be a quick fix ..... Avri Doria: i guess i am missing the problem here. this seems to accurately reflect stage 1. Avri Doria: i do not think it was an omission James Gannon: Its actually para 367 in our proosal Johnathan James Gannon: *proposal Avri Doria: 1367 Cheryl Langdon-Orr (CLO): the proposed Yuko Green: 1367 refers to the paragraph number from ICG proposal Jonathan Robinson: Thanks Yuko. I was looking for the reference in the original CWG proposal matthew shears: If this is for individuals the proposed escalation path on the screen makes sense matthew shears: (not the current one) Paul Kane: Today there is GDD - but tomorrow there will be PTI Board Yuko Green: @jonathan, that would be paragraph 367 from CWG proposal Jonathan Robinson: Thank-you Yukp Cheryl Langdon-Orr (CLO): yes Avri thus the *proposed* Alan Greenberg: I have no problem with the ICANN CEO being removed. Was just curious that it was there today. Paul Kane: Agree Avri .... no longer there Donna Austin, Neustar: @Alan - I think it is at the complainant's discretion to take their complaint to the ICANN President & CEO, something anyone can do, not just as it relates to IANA Cheryl Langdon-Orr (CLO): THX Chuck matthew shears: + 1 Avri and + 1 Paul on speed and efficiency Cheryl Langdon-Orr (CLO): agree Donna Paul Kane: Donna - redelegation will (likely) be settled in Court - but technical operations need to involve The Managemnt of PTI- ie the Board Avri Doria: agree with Donna and that is a reasonable option James Gannon: Yes for emercengy technical issues there is the 24x7 escalation process Avri Doria: i think the right hand table corresponds to what we included in the plan. James Gannon: +1 Avri Cheryl Langdon-Orr (CLO): YUP Donna Austin, Neustar: I think the short answer to Trang's quesiton is there was no oversight. Cheryl Langdon-Orr (CLO): I will say again *the proposal* Allan MacGillivray: +1 Jonathan on agreeing to the current CWG proposal (right hand chart) and moving on. The IANA Functions Manager can always discuss this with the CEO. So, let's move on. Avri Doria: while the PRI may be a service provider to GDD, i did not think the IFPM would be a report of the GDD president except in so far as the GDD prez is on PTI board. Avri Doria: ... PTI ... Avri Doria: they wanted to be sure there was no oversight. good due dillgence. Donna Austin, Neustar: @Alan, it was an example Donna Austin, Neustar: a bad one, but just an example. Paul Kane: ccTLD are not ICANN - they are local and IANA confirm local and report to ICANN Alan Greenberg: @Donna, yes, but one that I tdon't think is possible, so was curious if I was missing something. Alan Greenberg: @Paul, yes, but ultimately IANA only takes action after action of the ICANN Board - today. Alan Greenberg: ICANN Boardpresumably verifying that local issues meet RFC Donna Austin, Neustar: @Alan, I was looking for examples at short notice and used a bad one. Paul Kane: ICANN verify that the ransfer is correct (ie Registrants have been safely transferred) - ie stability of the ccTLD users Paul Kane: Secure and stability of the DNS ..... Cheryl Langdon-Orr (CLO): Alan reefer back nee to the FOI for Delegations lokking to both RFC 1591 and the GAC Priciples relsting to Delegations Alan Greenberg: @Donna :-) Paul Kane: Bylaws... makes most sense... Thanks James Gannon: Para 264 for refernce Paul Kane: Thanks Trang Donna Austin, Neustar: I have to drop from the call. thanks all Alissa Cooper: I have a different question to ask under AOB, if we have time Lise Fuhr: I have to leave at the top of the hour Paul Kane: Note taker - It is ICANN Bylaws and also PTI bylaws matthew shears: + 1 Alissa - both sets of bylaws are key Yuko Green: @Paul, thank you Paul Kane: THanks .... Yuko ( remove Either) Paul Kane: Thasnk Yuko Green: Thank you Paul James Gannon: I dont think that the CCWG would provide much control over ICANNs ability to create and modify contracts Alissa Cooper: it is currently referenced in 1.1(d), but not for the effect that Chuck was describing James Gannon: Unless the wording was places directly into the bylaws and not just a reference James Gannon: +1 Paul James Gannon: Yes that it being done in other areas Paul Kane: Thanks all James Gannon: thanks all Jonathan Robinson: Thank-you Trang Cheryl Langdon-Orr (CLO): Thnks everyone...Bye Greg Shatan: Bye all! 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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Draft New ICANN Bylaws Posted for Public Comment
by Grace Abuhamad April 21, 2016

April 21, 2016

Original link: https://www.icann.org/news/announcement-2016-04-21-en Draft New ICANN Bylaws Posted for 30-day Public Comment Now that the IANA Stewardship Transition Coordination Group (ICG) and Cross Community Working Group on Enhancing ICANN Accountability (CCWG-Accountability) proposals have been transmitted to NTIA, one of the key implementation planning items is to amend the ICANN Bylaws to reflect the recommendations in those Proposals. The proposed draft of the New ICANN Bylaws was developed collaboratively by the ICANN legal team and the independent counsel hired to advise the CCWG-Accountability and the Cross Community Working Group to Develop an IANA Stewardship Transition Proposal on Naming Related Functions (CWG-Stewardship). In developing the Draft New ICANN Bylaws, the attorneys consulted a Bylaws Coordination Group populated with both community and Board members, as well as with the CWG-Stewardship and the CCWG-Accountability. Both the independent counsel to the community groups and ICANN's General Counsel have confirmed that the Draft New ICANN Bylaws are consistent with the community proposals relating to the IANA Stewardship Transition. These proposed draft Bylaws, are out for a 30-day public comment from 21 April – 21 May to allow any interested party to review and provide feedback. This timeline allows for comments to be analyzed and incorporated in time for a tentative 27 May adoption of the Bylaws by the ICANN Board. NTIA has stated that it needs to see that changes to the Bylaws have been adopted sufficient to implement the Transition Proposals before NTIA can complete its review of the Transition Proposals. This public comment period is designed to meet that deadline. Link: https://www.icann.org/public-comments/draft-new-bylaws-2016-04-21-en

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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 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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Final responses provided to Bylaws Coordination Group
by Grace Abuhamad April 14, 2016

April 14, 2016

Dear all, The attached document was provided by the Chairs to the Bylaws Coordination Group as the responses from the CWG-Stewardship. The Chairs reviewed the document with me this morning and instructed me on next steps. DT-O met yesterday from 20:00 to 22:00 UTC. On the call they discussed a few bylaws issues related to the budget and provided their feedback to the Chairs via the attached letter. The information and recommendations from DT-O were incorporated in the document shared with Bylaws Coordination Group. There is one exception to this as follows: DT-O discussed an edit to the Caretaker Budget Principle 1.f. An action item was assigned to Xavier Calvez to provide revised text for this principle. At the time the Chairs reviewed the document, this text had not yet been provided by Xavier. Chuck, as the DT-O lead, has made an attempt to edit the language in 1.f. (as seen in the attached letter), but the Chairs preferred to leave a placeholder in the response until confirmation from Xavier. We will update the Bylaws Coordination Group once that update is available. 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-client-bounces(a)icann.org> on behalf of Grace Abuhamad <grace.abuhamad(a)icann.org> Date: Thursday, April 14, 2016 at 11:16 AM To: Mathieu Weill via bylaws-coord <bylaws-coord(a)icann.org> Cc: Client Committee <cwg-client(a)icann.org> Subject: [client com] Responses to the Bylaws Coordination Group Dear all, On behalf of the CWG-Stewardship Chairs, I am sharing the attached document which includes the CWG-Stewardship’s responses to the questions posed by the Bylaws Coordination Group on 2 April 2016. In addition to the responses, the document includes comments / requests for clarification from the CWG-Stewardship or its individual members. In most cases, the CWG-Stewardship’s comments / requests for clarification have already been provided to, or discussed with, Sharon Flanagan (Sidley) who is the lead external counsel working with the CWG-Stewardship. Since the CWG-Stewardship’s last meeting on 11 April, Sharon has provided a revised draft of the CWG-Stewardship related Bylaws, two requests for further clarification, and responses to an individual’s set of comments. The CWG-Stewardship acknowledges receipt of these materials, and appreciates the quick turnaround and responsiveness that Sharon and the legal teams have been able to provide. To be clear, in the event that there is a conflict between any of the materials provided this week and this final response document (attached), this final document supersedes those materials. Thank you, 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.

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Notes, Recordings, Transcript DT-O Meeting on 13 April 2016
by Brenda Brewer April 13, 2016

April 13, 2016

Dear all, The notes, recordings and transcripts for the DT-O Meeting on 13 April 2016 will be available here: https://community.icann.org/x/YTqAAw A copy of the notes and action item may be found below. Kind regards, Brenda [---] Action Items * Action (all): Group to review notes and Xavier's proposed language for submission to the Bylaws Coordination Group by 23:59 UTC today. * Action (Xavier): Xavier will send a redrafted version to the mailing list. * Action (all): respond to doodle poll with availability for next meeting(s). Notes 1. Roll Call All in Adobe Connect room. 2. Confirm agenda Items #3 and #4 are important and need to be closed today. Xavier will join 30 min into the call. 3. Discuss Section 22.4 (b) - (g) in the proposed revised Bylaws * Refer to email message sent by Chuck on Monday, 11 April * Note that we need to provide feedback on this section to the full CWG today. * There will be separate budgets for ICANN and for IANA. * Suggestion to fix the term "ICANN's IANA department" to confirm the intention that the ICANN and IANA budgets will separate. The term was inserted into the CWG-Stewardship proposal to ensure coverage across the board (without full information about how the budgeting processes would work), but the implementation planning has now clarified how the budgeting process will evolve. * DT-O agrees that IANA needs to have finished its budget planning in advance of the ICANN budget comment period. The "9 months" terminology is in the CWG proposal, but DT-O agrees that 9 months is too much. To modify the Bylaw text, the intention is that the IANA budget would be submitted for PTI Board approval prior to the submission of the ICANN Budget for ICANN Board approval but no later than [75 days (time is not fixed, it just need to be more than 45 days)] prior to the commencement of each fiscal year. * Xavier has some language for a re-written Bylaw that he will send to the group. DT-O is satisfied with Xavier's text and would prefer to use that text for the Bylaws. * Flag for the Bylaws Drafting team: the use of the term "PTI" may change in future, so this needs to be considered for the drafting ofthe Bylaws. * Proposed text from Xavier (Elise is ok with the text as well): Separately and 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. Action (all): Group to review notes and Xavier's proposed language for submission to the Bylaws Coordination Group by 23:59 UTC today. 4. Discuss Annex F, IANA Caretaker Budget Principles, on pages 211-213 (overall pages 214-217) of the redline version of the Bylaws * Refer to email message sent by Chuck on Tuesday, 12 April * Note Chuck's personal comments sent to the full CWG regarding paragraph 1.f of Annex F. * We are trying to prevent ICANN from implementating actions that are controversial. Action (Xavier): Xavier will send a redrafted version to the mailing list. 5. Discuss PTI Budget Dependencies -Draft ICANN Bylaws * See message forwarded by Chuck from Sharon Flanagan on 12 April. * We need to provide feedback on this to the full CWG today. * #6 and #7 are resolved by agenda items #3 and #4 for DT-O call and Xavier's language. * For item #3: this requirement for the level of detail is a carry-over from prior work on the ICANN budget. This does not need to be specified in the Bylaws. See Xavier's proposed language. * Item #4 is also covered by the text in Xavier's language. 6. Possible DT-O or CWG comments on the Draft FY17 ICANN Operating Plan & Budget * Discuss the response from Xavier regarding clarification comments in the draft sent by Chuck (sent by Xavier on 12 April) * Next steps 7. AOB 8. Next meeting(s) Action (all): respond to doodle poll with availability for next meeting(s).

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Additional Bylaws Issues
by Gomes, Chuck April 13, 2016

April 13, 2016

Attached and pasted below are some additional issues that I want to communicate regarding the ICANN Bylaws. Sorry for sending these so late but I just finished my review of the redline Bylaws document. Please let me know if you have any questions or if you need additional information from me. I will plan on communicating any relevant input from DT-O from the meeting planned for tomorrow as soon as possible after that meeting. Chuck ICANN Bylaws input from Chuck Gomes 12 April 2016 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: o 'EC' - I think the first time it is used is on page 6 of the redline version (page 9 overall). o 'Decisional Participant' - I think the first time it is used is on page 33 of the redline version (page 36 overall). o 'IFRT' - I think the first time it is used is on page 90 of the redline version (page 93 overall). · 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. · 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. 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. · 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? · 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. 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. o Was this just an inadvertent oversight? o It seems to me that the IFRT should have three (3) representatives from the RySG. · 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: § 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? · 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." 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." 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.

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Re: [CWG-Stewardship] Notes, Recordings, Transcript CWG IANA Bylaws Review Meeting | 11 April 2016
by Seun Ojedeji April 13, 2016

April 13, 2016

Thanks for your response, kindly find just a minor clarification on a point below, perhaps it helps clarify my question: On 13 Apr 2016 6:36 a.m., "Jonathan Robinson" <jrobinson(a)afilias.info> wrote: > >> As per the proposal, Registries substantially determine the composition of the CSC. IMO, the purpose of Liaison is to provide others in the GNSO with opportunity to monitor and interact with CSC. SO: This is well understood, even though I had issues with it I swallowed it up a long time again ;-) > Liaison therefore to come from GNSO but not from Registries (i.e. NCPH or RrSG) >> SO: This is where I have minor issue on the use of the word "or". Quoting from the bylaw draft section 17.2c "Each of the following organizations may also appoint one liaison to the CSC in accordance with the rules and procedures of the appointing organization:.......either the NRO or ASO (as determined by the ASO),..." The statement above makes it clear that 1 representative is expected and can be selected from either NRO or ASO (bear in mind that NRO != ASO) and it further states who has the appointment authority. The same "or" was used in the case of RySg and NCPH but I don't think the intent is to achieve the same purpose of the ASO in that I think 1 from either sides is allowed hence the "or" should rather be "and". That said, if "or" is indeed the intent then the authority source for the 1 nominee needs to be specified. Regards >> Secondly, what's the use of a liaison since the DUO are components of the GNSO. I have not gone to the proposal to check if this is inline but it seem like an overkill to me. >> >> > · Question 10: no change. >> > >> > · Question 11: the "it may be appropriate" section can be placed in the Charter. It is not for inclusion in Bylaws. >> > >> > · Question 12: no change. >> > >> > · Question 13: We can keep the clarification and refer to the original text as inclusive of the broader community of 'consumers'. >> > >> SO: sounds more broadly inclusive and clear than the alternative. >> >> Agreed >> >> Or an >> > alternative: direct customers of the naming services" (text used for CSC). That text is as follows: "Any necessary additions to the >> > IANA SOW to account for the needs of the consumers of the IANA naming functions [and/or] the ICANN community at large". >> > >> > Question 22: no support for defining a simple majority. There is support for use of consensus. The CWG-Stewardship >> > proposal states that the SCWG would follow the stndards established by the CCWG-Principles. >> > >> >> SO: Is this referring to the current CCWG framework open for PC or principles that will be set in the charter of each CCWG? If the former then fine(although I would note that having such mindset early would have been a good thing), however if it's the later I guess the high-level principles of the SCWG is indeed what we are discussing and I don't think it's something to be determined later. >> >> CWG proposal (para. 391, p. 91) says: >> >> “The SCWG will follow the overall guidelines and procedures for ICANN Cross Community Working Groups.” >> >> I read this to be such guidelines (for CWGs) that are in place or developed from time to time. Therefore I read this to be the (outcome) of the former i.e. the CCWG-Principles has draft guidelines currently out for public comment. >> >> Regards >> >> > · Question 24: no change >> > >> > · Other comments: Sharon has one question regaring 18.4a. Will reach out to Avri and Matt to clarify. >> > >> > · Paul Kane noted concerns with consistency in Bylaws language and focus on gTLDs. >> > >> > Action (Sharon): Reach out to Avri and Matt with Client Committee in copy about language in 18.4a. >> > >> > 2. AOB >> > >> > Next meeting (Thursday 14 April at 16:00 UTC). Group may not need a meeting on Thursday. The implementation update and other items >> > may be able to be provided via email. >> > >> > Action (Chairs): Due to time constraints on this call, Chairs will discuss and revert back to group with next steps. >> > >> > >> > >> > >> > _______________________________________________ >> > CWG-Stewardship mailing list >> > CWG-Stewardship(a)icann.org >> > https://mm.icann.org/mailman/listinfo/cwg-stewardship >> >

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FW: [client com] IFRT Reports and Permitted Redactions
by Jonathan Robinson April 13, 2016

April 13, 2016

All, Please can you (especially Avri & Matthew) pay attention to the request below from Sharon. Thank-you. Jonathan From: Flanagan, Sharon [mailto:sflanagan@sidley.com] Sent: 12 April 2016 02:28 To: Client Committee <cwg-client(a)icann.org> Subject: [client com] IFRT Reports and Permitted Redactions Dear All, The current draft ICANN bylaws (Section 18.4(a)) includes below relating to the reports that PTI will deliver to the IFRT: Reports provided by PTI pursuant to the IANA Naming Function Contract and/or IANA Naming Function SOW during the IFR period being reviewed, any portion of which may be redacted (i) that reflects privileged advice from legal counsel; (ii) includes PTI or ICANN trade secrets; (iii) where disclosure to the IFRT would otherwise constitute a breach by PTI or ICANN of a binding contractual obligation or legal requirement to which PTI or ICANN is subject; or (iv) if disclosed would present a material risk of negative impact on the security, stability or resiliency of the DNS; The comment noted in the CWG response circulated on 9 April 2016 was as follows: Has the same redaction problem we find in other reviews. This should be treated in the same way as confidential information is treated in ATRT, i.e. signature of NDA (ref Confidential Disclosure to Review Teams 4.6.a.vi). May need to refer to EC right of inspection as appeal mechanism if NDA is not a possible solution. For reference Section 4.6(a)(vi) provides as follows: (i) Confidential Disclosure to Review Teams: (A) To facilitate transparency and openness regarding ICANN’s deliberations and operations, the Review Teams, or a subset thereof, shall have access to ICANN internal information and documents pursuant to the Confidential Disclosure Framework set forth in the Operating Standards. The Confidential Disclosure Framework must be aligned with the following guidelines: (1) ICANN must provide a justification for any refusal to reveal requested information. ICANN’s refusal can be appealed to the Ombudsman and/or the ICANN Board for a ruling on the disclosure request. (2) ICANN may designate certain documents and information as “for review team members only” or for a subset of the review team members based on conflict of interest. ICANN’s designation of documents may also be appealed to the Ombudsman and/or the ICANN Board. ICANN may require review team members to sign a non-disclosure agreement before accessing documents. Can CWG please clarify what process is being requested for redactions on reports provided to PTI? Is the suggestion that 4.6(a)(vi) above replace what is currently in 18.4(a))? If so, we understand that the Confidential Disclosure Framework may not be final yet. Has CWG seen drafts and is it comfortable with this process? Please let us know so that we can mark-up the ICANN draft bylaws accordingly. This is a point on which the CWG proposal is silent so there isn’t guidance contained within the proposal. Best regards, 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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