Action Items -- none

Notes

Focused first two meetings today on the functional/operational aspects, with review of DT work

Today is focus on structural points (with assistance from Sidley team)

DT-A just got off call. Areas of disconnect between IANA and DT-A are being clarified. Work needs to be completed in time for Thursday call this week.

Structural Discussion

· Went into IST with seven models (1st memo prepared by Sidley)

· Narrowed models down to 2 variants (2nd memo addressing those two variants and sent on 4 April)

· CWG questions were transferred to Sidley, and Sidley responded with a draft set of answers on 9 April.

· Sidley has seen and reviewed the CWG questions, and translated into a "punch list": a set of questions that need to be answered.

Primary focus of the call is discussion with Sidley. The CWG is the client.

Legal Separation Variant

· Create a legal entity that is wholly owned by ICANN (called 'PTI').

· ICANN would be the sole member

· There would be a contract between PTI and ICANN

· What would happen to existing agreements with other communities?

· Who approves the budget?

· Need a PTI board: what does the Board look like?

· PRF: is this a standing team? Or put in place at the time of the review? If there are emergency reviews, then there is a benefit to having a standing group that can come together at any time.

· What is the dependency/requirement of the stakeholder community/ Member group?

· Legal entity could be sued

· What is the relationship of the CSC and PRF? Is the CSC a part of the PRF?

· Stewardship comes from the community

· PTI Board could be ICANN controlled. It's an option for PTI to be fully dependent of the ICANN/IANA contract

CWG needs to create specifications or requirements for CCWG

Functional Separation Variant

· No separate IANA legal entity

· You can have the hallmarks of a separate entity but it's a division, no separate.

· Challenges to the need to separate in the future

· No need to recreate governance structures

Punch List:

Advantages in LLC include freedom to do more by contract, tax issues are minimal.

Advantages of non-profit has the designator concept

What would trigger a separation ?

Who could trigger a separation ?