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PTI Entity Memos
by Flanagan, Sharon May 7, 2015

May 7, 2015

Dear all, Attached are the two documents we discussed circulating during our call today: 1. The April 28 memo on PTI board responsibilities and costs; and 2. The April 16 chart on differences between a nonprofit corporation and limited liability company. Best regards, Sharon SHARON FLANAGAN Partner Sidley Austin LLP +1.415.772.1271 sflanagan(a)sidley.com<mailto:sflanagan@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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Notes, Recordings, Transcript CWG IANA #45 - 7 May
by Brenda Brewer May 7, 2015

May 7, 2015

Dear all, The notes, recordings and transcripts for the CWG IANA Call #45 - 7 May are available here: https://community.icann.org/pages/viewpage.action?pageId=53772818 Action Items Action item: integrate Sidley delivery of items more specifically in project plan (also in view of possible implementation of certain items) across both efforts Action item: Go back to ICANN Finance and ask for cost implications of model as currently envisioned as far as they can currently address that. Action item: CWG to review all documents provided by Sidley in relation to this discussion. Action item: Client committee to instruct Sidley to develop first draft of term sheet concerning statement of work and contemplate SLEs. Action item: Sidley to recirculate 2 page chart that provides overview of differences (pros/cons) between two models Action item: Client committee to instruct Sidley to share stress tests for PTI entity and Board as it may become constituted Action item: Reach out to ICANN (legal) to obtain input on these questions (#2-3). Action item: develop FAQ to complement information provided in the public comment forum. Notes 1. Opening Remarks 2. CCWG dependencies and the new draft proposal from CCWG * CCWG has published its report for public comment. The report does not contain consensus recommendations at this stage. Report shares current thinking of the CCWG to determine whether the community supports the direction of the CCWG. * In certain cases options have been included, in other solutions / answers have been included where more traction was clear. * Nothing is cast in concrete -CCWG is eagerly waiting for community input. * To facilitate review by the community: Report includes an executive summary to facilitate review, appendices provide further details to support the body of the report, Xplane has provided a visualization of the report, two webinars on 11 May (see <https://community.icann.org/x/rYQ0Aw> https://community.icann.org/x/rYQ0Awfor further details) * 4 Building blocks: Community, Board, Constitution (Bylaws), Independent Review Process. Community empowerment mechanisms identified: recall ICANN Board, removal of individual board members, veto to changes to certain sections of Bylaws, possible to reject strategic plan / budget when Board hasn't sufficiently considered community input, through fundamental bylaws (so it is more difficult to change these). Enhancements proposed to independent review process (see slide 9). * Different models are being discussed to implement these new powers: designator and membership model (see slide 2 of graphic representation). Membership model would allow for operationalize community powers as well as with the ability to enforce. * Each community power slide outlines the specific power in further detail, including the triggering mechanism. * Report also contains specific questions to facilitate feedback. * With regards to CCWG dependencies, see paragraph 42 on page 12 of the CCWG draft proposal. CCWG has attempted to take all concerns of the CWG into account as per requirements provided. * CCWG Timeline - a second public comment period is foreseen for July/August to allow for community input on updates / changes that may have been made as a result of community input on the initial proposal. * Target for Board adoption during the ICANN meeting in Dublin. Board is actively participating in the CCWG through a liaison which should enable the Board to provide input throughout the process and facilitate consideration of the proposal at the end of the day. * No questions have been raised so far concerning the CWG requirements. b. Review #34-40 on Sidley's Punch List * CWG to continue monitoring CCWG progress * Further work may need to be undertaken in relation to the separation process (is work in progress) * What if the Board in Dublin would reject critical elements of the CCWG proposal which the CWG's work is dependent? Need to mitigate against that possibility. * Does NTIA need to sign-off on CCWG recommendations? Understanding is that it is just the Board that would adopt the recommendations, but NTIA would be made aware of the dependency of the CWG work on the CCWG. NTIA does view the work holistically and is expected to consider CCWG recommendations as it considers the transition proposal. Also note the importance of implementation oversight. Project plan to map out implementation of both efforts may be needed to understand what realistically can be delivered when. Action item: integrate Sidley delivery of items more specifically in project plan (also in view of possible implementation of certain items) across both efforts 3. Review of Sidley's Punch List Open discussion on these items without necessarily forcing any kind of conclusion at this stage while public comment is still open. Action item: Go back to ICANN Finance and ask for cost implications of model as currently envisioned as far as they can currently address that. Action item: CWG to review all documents provided by Sidley in relation to this discussion. a. #17-20 on Contract and SOW * * Legal input may be helpful on these items? * A possible approach could be to develop a term sheet (sets out high level principles) for the agreement between PTI and ICANN? How will the contract articulate certain elements. Action item: Client committee to instruct Sidley to develop first draft of term sheet concerning statement of work and contemplate SLEs. b. #1 on PTI incorporation type * 2 page chart was circulated to compare the two options (non-profit corporation or limited liability company) * Sidley could put together some ideas concerning stress tests / scenario planning for each option that may provide further insights to the CWG and facilitate a decision on form follows function. * LLC provides more flexibility compared to non-profit corporation, would not require ICANN obtaining a new tax exemption (for non-profit it would be required). From bankruptcy perspective, non-profit corporation may be more beneficial. Action item: Sidley to recirculate 2 page chart that provides overview of differences (pros/cons) between two models Action item: Client committee to instruct Sidley to share stress tests for PTI entity and Board as it may become constituted c. #2-3 on transfer of naming functions * * Legal input may be helpful on these items? * ICANN may be in a position to answer these questions Action item: Reach out to ICANN (legal) to obtain input on these questions (#2-3). d. #4-5 PTI Board * * See item b. e. Any updates from DTs? * * DT C will have a call tomorrow * DT M has a call scheduled for next Wednesday. Request to articulate work in the form of a diagram, including timelines. * There has been little work on DT-X Separability Process. Avri has reworked the drive doc to reflect some of the options that were spoken of on the last call and the list. Little other input yet on the drive doc. Would probably be good to put this on the agenda for a future CWG meeting so that the decisions on alternate options can be made, or at least approached. 4. Work Plan for Sections IV, V, VI * Proposal to have staff prepare an initial draft for CWG review * Section IV = transition implications * Section V = NTIA requirements * Section VI = Community outreach * Initial drafts expected to be available by next week 5. AOB * Public comment page has been updated to make the proposal more clearly visible * A number of questions have emerged from webinars - the proposal is to translate these into an FAQ that is expected to aid the public comment period. Sydley memo also explains in further detail some of the rationale behind the creation of a separate legal entity. Action item: develop FAQ to complement information provided in the public comment forum. * Letter from NTIA to ICG - ICG may ask for assistance on further details on timelines. May also require co-ordination with CCWG. 6. Closing Remarks

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Action Item response: Background note on Separability Process
by Avri Doria May 7, 2015

May 7, 2015

Hi, *Action item*: Avri to identify open items with regards to separation mechanism A snapshot is include of the first draft of note that can be found at: <https://docs.google.com/document/d/1JphPfdKG-kjMIY2Gc0MbsE9q6Semq3ghMYLF1FC…> This document is open to comments and suggested edits, as has become my habit in this project. I have, incidentally, suggested renaming this as the Separability Process to avoid confusion with the main separation discussion based around affiliates and the like. avri --- This email has been checked for viruses by Avast antivirus software. http://www.avast.com

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Update on Action: Notes, Recordings, Transcript CWG IANA #44 - 5 May
by Grace Abuhamad May 7, 2015

May 7, 2015

Hi all, Milton had requested that we make the proposal more visible at the top of the page. Per my action item, I have added a grey box at the top of the page to meet that requirement. Here¹s the link to the page: https://www.icann.org/public-comments/cwg-stewardship-draft-proposal-2015-04 -22-en The Chairs have indicated that there may be further edits to the page that could make it more accessible. I will work on enhancing the accessibility of the page within the formatting requirements. Best, Grace From: Brenda Brewer <brenda.brewer(a)icann.org> Date: Wednesday, May 6, 2015 at 8:25 AM To: "cwg-stewardship(a)icann.org" <cwg-stewardship(a)icann.org> Subject: [CWG-Stewardship] Notes, Recordings, Transcript CWG IANA #44 - 5 May Dear all, The notes, recordings and transcripts for the CWG IANA Call #44 5 May are available here: https://community.icann.org/pages/viewpage.action?pageId=53772821 Action Items Action (Sidley): revise the punch list and republish (removing AoC review question; and renaming 'separation review' to 'separation processs'; add DT-F's authorization of RZM changes) Action (Grace): make clear the link to proposal on the public comment page Notes Useful Links for CWG-Stewardship · View submissions received (3 so far): http://forum.icann.org/lists/comments-cwg-stewardship-draft-proposal-22apr15 / <http://forum.icann.org/lists/comments-cwg-stewardship-draft-proposal-22apr1 5/> · Public comment webpage: https://www.icann.org/public-comments/cwg-stewardship-draft-proposal-2015-04 -22-en <https://www.icann.org/public-comments/cwg-stewardship-draft-proposal-2015-0 4-22-en> · Webinar announcement: https://community.icann.org/x/V4E0Aw <https://community.icann.org/x/V4E0Aw> Notes for meeting #44: 1. Opening remarks · This is a management call to agree on outstanding issues and who is dealing with them, etc. The goal is to get everyone on the same page. · We need to continue working during the public comment, but incorporate the submissions at the same time. · Have been asked to do additional webinars and there will be two more tomorrow. Please make sure to recirculate the announcement so that we can get as much attendance as possible. 2. CCWG dependencies and the new CCWG draft proposal · CCWG-Accountability published their draft yesterday: https://www.icann.org/public-comments/ccwg-accountability-draft-proposal-201 5-05-04-en <https://www.icann.org/public-comments/ccwg-accountability-draft-proposal-20 15-05-04-en> . · Chairs coordinated with the CCWG-Acct chairs and Sidley to make sure that the CWG-Stewardship dependencies were properly addressed. · CCWG-Acct will be on Thursday call and we can ask them questions directly then (meeting #45). 3. Sidley¹s Punch List (including DT-A and DT-F status) · Punch List highlights priority items for discussion (as part of refining the CWG proposal) · Some areas of work can be best dealt with by existing DTs, but chairs were relunctant to create new DTs and/or spread the work out to all DTs considering the timeline. · Three big issues: determining PTI legal status; determining size and composition of PTI Board; and determining scope of PTI Board role. · Discussion on integrating IFR into the AoC review structure --> the IFR is not an AoC review per se, but it's a review of the same standing as the AoC reviews (it's a comparison). · DT-C will address questions assigned to it. · DT-M will also address their questions · DT-A will continue its work and address its questions as part of its work · Note that "Separation Review" will be renamed "Separation Process". Possible creation of a Design Team to work on separation process as an exception. Avri will lead the group, with some help from DT-N, but no need to create new mailing list for the work. · DT-F will reconvene to address authorization of RZM changes Action (Sidley): revise the punch list and republish (removing AoC review question; and renaming 'separation review' to 'separation processs'; add DT-F's authorization of RZM changes) 4. Section IV Staff to draft sections IV, V, VI, taking input and guidance from CWG on mailing list and during CWG meetings. 5. Public comments · 3 comments received so far. · PTI as a separate entity is getting most feedback. Some think it's not helpful and some think it's not separate enough. · Staff will propose a public comment template/ work approach for meeting on Tuesday next week. Action (Grace): make clear the link to proposal on the public comment page 6. AOB No issues raised.

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CCWG-Accountability Documents and Public Comment
by Grace Abuhamad May 7, 2015

May 7, 2015

Dear all, Here are links to the CCWG-Accountability documents that are being discussed on today¹s call: 1. CCWG-Accountability Draft Report (without annexes):https://www.icann.org/en/system/files/files/cwg-accountability-draf t-proposal-without-annexes-04may15-en.pdf [PDF, 1.72 MB] 2. CCWG-Accountability Draft Report (with annexes):https://www.icann.org/en/system/files/files/cwg-accountability-draf t-proposal-with-annexes-04may15-en.pdf [PDF, 2.05 MB] In addition, along with the CCWG-Accountability Draft Report, the group has developed a set of visuals and graphics to accompany its work, available here:https://www.icann.org/en/system/files/files/cwg-accountability-draft-pr oposal-graphic-04may15-en.pdf [PDF, 10.8 MB]. Webinars are on Monday: https://www.icann.org/news/announcement-2-2015-05-04-en Best, Grace

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CWG - Revised "Punch List"/Open Items
by Flanagan, Sharon May 7, 2015

May 7, 2015

Dear All, Attached is an updated "punch list" (list of open items) for consideration. A version marked against the May 1 draft is also attached. Best regards, Sharon SHARON FLANAGAN Partner Sidley Austin LLP 555 California Street Suite 2000 San Francisco, CA 94104 +1.415.772.1271 sflanagan(a)sidley.com<mailto:sflanagan@sidley.com> www.sidley.com SIDLEY AUSTIN LLP **************************************************************************************************** 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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Re: [CWG-Stewardship] Updated Webinar Slides
by Grace Abuhamad May 6, 2015

May 6, 2015

All Jonathan pointed out an error on Slide 2 that is now fixed. Apologies for the recirculation. All of the changes that have been made (there are 3 total) are very minor, so this should not affect the circulation of the slides. I just want to make sure you stay updated. From: Grace Abuhamad <grace.abuhamad(a)icann.org> Date: Tuesday, May 5, 2015 at 4:55 PM To: "cwg-stewardship(a)icann.org" <cwg-stewardship(a)icann.org> Cc: Brenda Brewer <brenda.brewer(a)icann.org> Subject: [CWG-Stewardship] Updated Webinar Slides Dear all, The webinar slides have been updated. The updates include: an updated number of participants and an corrected length of public comment period (28 not 30 days). The changes are minor, but please use these slides in your outreach moving forward. Best, Grace

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[CCWG-ACCT] Fwd: Letter to the CCWG from NTIA on the IANA Stewardship Transition
by Greg Shatan May 6, 2015

May 6, 2015

All, Here is the similar letter from the NTIA to the CCWG-Accountability. Greg ---------- Forwarded message ---------- From: *Mathieu Weill* <mathieu.weill(a)afnic.fr <javascript:_e(%7B%7D,'cvml','mathieu.weill(a)afnic.fr');>> Date: Wednesday, May 6, 2015 Subject: [CCWG-ACCT] Fwd: Letter to the CCWG from NTIA on the IANA Stewardship Transition To: Accountability Cross Community <accountability-cross-community(a)icann.org <javascript:_e(%7B%7D,'cvml','accountability-cross-community(a)icann.org');>> Dear colleagues, Please find enclosed a correspondence from assistant Secretary Strickling requesting our input. Best, Mathieu Weill --------------- Depuis mon mobile, désolé pour le style Début du message transféré : *Expéditeur:* Fiona Alexander <FAlexander(a)ntia.doc.gov> *Date:* 6 mai 2015 20:11:15 UTC+2 *Destinataire:* "Rickert(a)anwaelte.de" <Rickert(a)anwaelte.de>, " leonfelipe(a)sanchez.mx" <leonfelipe(a)sanchez.mx>, "Mathieu.weill(a)afnic.fr" < Mathieu.weill(a)afnic.fr> *Cc:* Larry Strickling <LStrickling(a)ntia.doc.gov>, "fadi.chehade(a)icann.org" <fadi.chehade(a)icann.org> *Objet:* *Letter to the CCWG from NTIA on the IANA Stewardship Transition* Enclosed please find a letter from Assistant Secretary Strickling to the CCWG on the IANA stewardship transition. A similar letter has been sent to the ICG. Fiona ------------------------------------------------------------------------------------------- Fiona M. Alexander Associate Administrator for International Affairs National Telecommunications and Information Administration (NTIA) (202) 482-1866 www.ntia.doc.gov

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FW: Letter to the ICG from NTIA on the IANA Stewardship Transition
by Jonathan Robinson May 6, 2015

May 6, 2015

All, Please see attached for a letter from the NTIA, sent today to the ICG and copied to Lise & myself. Jonathan & Lise From: Ashley Heineman [mailto:AHeineman@ntia.doc.gov] Sent: 06 May 2015 19:17 To: 'jrobinson(a)afilias.info'; 'lise.fuhr(a)difo.dk' Cc: Fiona Alexander Subject: Letter to the ICG from NTIA on the IANA Stewardship Transition Dear Lise and Jonathan, Please find attached a letter from Assistant Secretary Strickling to the ICG on the IANA stewardship transition. A similar letter was sent to the CCWG on Accountability. Ashley Heineman 202 482 0298

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Agenda for Meeting #45 (Thursday at 11:00 UTC)
by Grace Abuhamad May 6, 2015

May 6, 2015

Dear all, Here is the agenda for Meeting #45 (Thursday at 11:00 UTC): *The punch list is attached here. The relevant CCWG-Accountability documents are linked below* 1. Opening remarks 2. CCWG dependencies and the new draft proposal from CCWG a. New Draft Proposal (proposal with annexes <https://www.icann.org/en/system/files/files/cwg-accountability-draft-propos al-with-annexes-04may15-en.pdf> | visualizations <https://www.icann.org/en/system/files/files/cwg-accountability-draft-propos al-graphic-04may15-en.pdf> ) b. Review #36-42 on Sidley's Punch List 3. Review of Sidley¹s Punch List a. #20-22 on Contract and SOW b. #1 on PTI incorporation type c. #2-3 on transfer of naming functions d. #4-5 PTI Board e. Any updates from DTs? 4. Work Plan for Sections IV, V, VI 5. AOB 6. Closing Remarks Best, Grace

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