Action Items

Action (Sidley): look into composition for PTI Board to be majority ICANN Board members, and consider whether this is an inside or outside board in the legal structure.

Notes

Overall Timeline / Milestones

· 2 June CWG-Stewardship meeting

· 4 June CWG-Stewardship meeting – review final proposal (sign-off?)

· 8 June - submission to SO/ACs

· 9 June CWG-Stewardship meeting – Next steps, communication, other issues

· W/C 8 June – Communication Work - Webinars on 11 June?

· 21-25 June -- ICANN 53 in Buenos Aires

Current schedule for rest of meetings:

· Meeting #54 (10h00 to 12h00 UTC) – Accountability mechanisms

· Meeting #55 (14h00 to 16h00 UTC) – Remaining open issues including implementation and timescales

Notes:

PTI Board comments start on page 21

Level Set:

Public Comment 1 – December 2014: Satisfaction with IANA; Retain IANA with ICANN; Legal advice on structure
required; Comments on both too much and too little detail
ICANN52 Singapore – February 2015: Entered with 4 structures, left with 7; Lack of operational specifics criticized; No legal
advice in place; Established new working methods
F2F Istanbul – 25-27 March 2015: Entered with 7 structures; Physical presence of and support from Sidley; Spirit of compromise
and recognition of need to make progress
April High Intensity: Integration and finalization priority 1 DTs; Sidley Punch List; Finalize key content of proposal for 2nd public comment

Current status

We did significant work on this after we released the draft for Public Comment. Much of the legal advice came in after we published the draft. Group has more information now.
With Sidley advice, the CWG took a construct forward. The construct considered is a PBC with, as a backup, an LLC configured to mimic a PBC
The function of the PTI Board is to operate the subsidiary to meet, at minimum, the statutorily requirements for the subsidiary. In addition the PTI Board will have to ensure that the PTI as the subsidiary performs to meet the conditions of the contract which will encapsulate all the SLEs and other requirements that PTI is expected to meet.
The provisional construct of the PTI Board would be a range of 3-5 people with, for example, the President of GDD, CTO, IANA Managing Director, and two additional directors. The CWG will consider making recommendations as to the skill set of PTI Board directors.
A suggestion, consistent with the provisional construct, which received some traction is as follows: ICANN Board not CEO selects the PTI board from among ICANN employees (3) with advice and consent of CEO and also ICANN Board members (2)
The CWG will investigate whether ICANN Board members as PTI Board members are considered ‘insiders’ or not from a legal perspective (legal input requested).
The CWG is not in a position to appoint representatives from the other operational communities, but notes that the 3-5 construct that is being proposed would create an opening should other operational communities decide to join. The CWG considers the IANA function to be operational in nature and has been be mindful of that throughout.

Action (Sidley): look into composition for PTI Board to be majority ICANN Board members, and consider whether this is an inside or outside board in the legal structure.

Document resources:

· All Client Committee documents are here: https://community.icann.org/display/gnsocwgdtstwrdshp/Client+Committee

· PTI Board and Costs (7 May): https://community.icann.org/download/attachments/52891634/PTI%20-%20Board%20Duties%20and%20Costs.pdf?version=1&modificationDate=1431531205000&api=v2

· Comparison of PBC vs. LLC (7 May): https://community.icann.org/download/attachments/52891634/Comparison%20of%20PBC%20vs%20LLC.pdf?version=1&modificationDate=1431531191000&api=v2

· Memorandum - Post-Transition IANA Board Stress Tests (13 May): https://community.icann.org/download/attachments/52891634/Memorandum%20-%20Post-Transition%20IANA%20Board%20Stress%20Tests_13May.pdf?version=1&modificationDate=1431893980000&api=v2

· PTI Entity Structure (13 May): https://community.icann.org/download/attachments/52891634/PTI%20Entity%20Structure_13May.pdf?version=1&modificationDate=1431893995000&api=v2