Hello, I guess the other main issue which I notice in Chris's point is that unless the majority gauge is observed across the various SO/AC represented in the SCWG, we might find ourselves in a situation where the separation decision would be comfortably made by just the representatives of registries and registrars. Hopefully that is not the intent of the proposal. Regards Sent from my LG G4 Kindly excuse brevity and typos On 5 Apr 2016 8:33 p.m., "Gomes, Chuck" <cgomes@verisign.com> wrote:

I think there are two ways of looking at this:

1. Requiring consensus makes it harder to do separation. As Christopher says, that is a big step so maybe it should be harder. That is in essence why I opposed only requiring a simple majority of those present in a meeting instead of a simple majority of all members whether they are in attendance or not.

2. Requiring consensus also makes it easier for a small group to essentially veto a separation recommendation. If a small group of the members oppose a separation while a strong majority favor it, simply by preventing consensus, separation could be stopped.

I don’t know where I come out on this but I definitely we should weigh both points before deciding.

Chuck

*From:* cwg-stewardship-bounces@icann.org [mailto: cwg-stewardship-bounces@icann.org] *On Behalf Of *Christopher Wilkinson *Sent:* Tuesday, April 05, 2016 2:41 PM *To:* accountability-cross-community@icann.org Accountability *Cc:* cwg-stewardship@icann.org IANA *Subject:* [CWG-Stewardship] Fwd: [CCWG-ACCT] [bylaws-coord] DRAFT NEW ICANN BYLAWS - 2 April 2016 version - SCWG *Importance:* High

Good evening:

With reference to the Sidley draft of April 2, 2016 ("Questions and Clarifications for Bylaws Coordination Group"), I wish to make a specific comment relating to Question 22 referring to Section 19 of the draft Bylaws concerning the SCWG ("Separation Cross Community Working Group".)

Section 19.5 addresses the Composition of the SCWG and the voting rights of its members and liaisons.

Section 19.7 (a) addresses the SCWG decision-making procedure.

During the CWG conference call on April 4, Sidley raised the issue of how to define the majority of the SCWG (Section 19.7(a)) in the absence of a consensus.

The bar of 50+1% was proposed. (Question 22.)

*I submit that this bar is far too low, and that the general principle of consensus must be maintained.*

Section 19.5 of the draft Bylaws provides for SCWG to be composed of 13 voting members, 5 non voting liaisons and unlimited other participants. Among the voting members, GNSO and the ccTLDs would hold 9 votes; more than a majority of 7.

However, eventual separation of the IANA/PTI function from ICANN would have far reaching implications for many stakeholders which go well beyond the specific interests of DNS Registries and Registrars.

It would not be appropriate for the representatives of the Registries and Registrars to be able to determine a separation decision, acting alone, absent consensus in the SCWG. If the proposed composition and voting rights in an SCWG are maintained, it is absolutely essential that the SCWG act by consensus and not by a majority vote.

Regards

Christopher Wilkinson

Begin forwarded message:

*From: *Mathieu Weill <mathieu.weill@afnic.fr>

*Subject: [CCWG-ACCT] Fwd: [bylaws-coord] DRAFT NEW ICANN BYLAWS - 2 April 2016 version*

*Date: *3 Apr 2016 14:16:21 GMT+02:00

*To: *CCWG Accountability <accountability-cross-community@icann.org>

Dear colleagues,

In anticipation of our calls this week, please find below a note from the lawyers group, the draft bylaws as well as an issue list.

It is important to read the lawyers notes as they quite efficiently describe the context and status of the work. Please review them for any process related question.

The purpose of our calls this week will be to address the issue list questions (questions 1-7 & 25-34 are for the CCWG, the others for CWG).

Should any other issue be added to the list based on your respective reviews, please raise your questions on the list for transparency.

Best regards,

Mathieu

---------------

Depuis mon mobile, d�sol� pour le style

D�but du message transf�r� :

*Exp**�**diteur:* John Jeffrey via bylaws-coord <bylaws-coord@icann.org> *Date:* 3 avril 2016 13:16:28 UTC+2 *Destinataire:* bylaws-coord@icann.org *Cc:* "Flanagan, Sharon" <sflanagan@sidley.com>, "Cc: Zagorin, Janet S." < jzagorin@sidley.com>, "Hilton, Tyler" <thilton@sidley.com>, ICANN-Adler < ICANN@adlercolvin.com>, "Hofheimer, Joshua T." <jhofheimer@sidley.com>, "Mohan, Vivek" <vivek.mohan@sidley.com>, "Clark, Michael A." < mclark@sidley.com>, "Boucher, Rick" <rboucher@sidley.com>, Sidley ICANN CCWG <sidleyicannccwg@sidley.com>, "Kerry, Cameron" <ckerry@sidley.com>, "McNicholas, Edward R." <emcnicholas@sidley.com>, Daniel Halloran < daniel.halloran@icann.org>, Amy Stathos <amy.stathos@icann.org>, "Boelter, Jessica C.K." <jboelter@sidley.com>, "Fuller, Miles" < wfuller@sidley.com>, "Tam, Tennie H." <tennie.tam@sidley.com> *Objet:* *[bylaws-coord] DRAFT NEW ICANN BYLAWS - 2 April 2016 version* *R**�**pondre * *�**:* John Jeffrey <john.jeffrey@icann.org>

Dear Bylaws Coordination Group,

Please find attached a document � DRAFT NEW ICANN BYLAWS (vers. 2Apr) (�DRAFT BYLAWS�) for your review and discussion. As you will recall the last full draft was provided to you on 18 March, with the promise to provide another full turn of the DRAFT BYLAWS for your review today on 2 April. The DRAFT BYLAWS attached is the current working draft among the legal drafting group. There is also an Issue List attached, which are a set of additional questions and clarifications requested from the Bylaws Coordination Group.

We ask that you share the attachments with your CCWG, ICG and CWG colleagues who will be reviewing this during this critical work week

*Recent Work* � During the past two weeks the legal drafting group, made up of Sidley�s team, Adler�s team and ICANN's Legal team reviewed and worked through mark ups and redrafts of the various sections of new ICANN Bylaws. Also, we have held four separate meetings with the Bylaws Coordination Group during this two-week period asking questions and incorporating that feedback into the new draft. There is likely to be the need for some additional discussions as we work toward a public comment version of the new ICANN bylaws.

*More Work to Do* � There is still work to do on the DRAFT BYLAWS, in identifying and working through any remaining provisions in the draft that are not clear, finding any remaining open issues, improving the provisions, and polishing the draft before publication for public comment. The legal teams remain engaged in review mode and are available for questions and comments during this period.

*Legal Teams have not yet **�certified**�* � Since a) the Bylaws Coordination Group, CWG and CCWG have not yet reviewed and reacted to these DRAFT BYLAWS, b) there are still remaining open issues, and c) there is still review and polishing to be done by the legal teams � the legal teams have not indicated yet that the current DRAFT BYLAWS fully meets the recommendations within the Proposals.

As we have indicated above there is still work to be done, including receiving the feedback from those reviewing these DRAFT BYLAWS this week before the legal teams will be in a position to certify the posting version for Public Comment

*Next Steps* �

1) *Now until 13 April* � members of CCWG, CWG, Bylaws Coordination Group, Board and ICG to complete review of these DRAFT BYLAWS and provide feedback to legal teams;

2) *Now until 18 April*, (with particular focus during week of 13-18 April) � legal teams to update DRAFT BYLAWS working in coordination with the Bylaws Drafting Group;

3) *20 April* � posting date for public comment period for new proposed bylaws � with legal teams supporting that the new proposed bylaws meets the proposal recommendations.

���

As before, we look forward to working with all of you in the coming days, to get ICANN�s Bylaws in the best form possible to effectuate these important changes.

We hope these views of the documents are useful and that you receive them in the spirit that they are offered� to help all of us to be able to collaborate and work through these Bylaws changes in the most effective way possible � to enable the creation of a new and stronger, community empowered ICANN.

John Jeffrey, Holly Gregory, and Rosemary Fei

_____________________

____________________

_______________________________________________ bylaws-coord mailing list bylaws-coord@icann.org https://mm.icann.org/mailman/listinfo/bylaws-coord

_______________________________________________ Accountability-Cross-Community mailing list Accountability-Cross-Community@icann.org https://mm.icann.org/mailman/listinfo/accountability-cross-community

_______________________________________________ CWG-Stewardship mailing list CWG-Stewardship@icann.org https://mm.icann.org/mailman/listinfo/cwg-stewardship

Dear Colleagues We all were very busy and a small number of very specifically oriented influence the entire procedure by putting a sentence or phrase that, in the absent of consensus, the majority is prevails. THIS IS NOT ACCEPTABLE. By so doing the rest of the community would be captured by few influençai constituency. We MUST stick to the consensus and it is up to the chair or convener of the group to seek that consensus. We have discussed this issue at ICG in fall 2014 and produced a document under " Consensus Building Process2 That served as a guide line during the ICG debate Those proposed MAJORITY here proposed Full consensus ELSEWHERE DOUBLE STANDARD depending ON WHICH DIRECTION THEY WISH THAT THE WIND BLOWS. NO AND NO This is unacceptable Regards Kavouss 2016-04-09 17:54 GMT+02:00 Christopher Wilkinson < lists@christopherwilkinson.eu>:

Well, Chuck, where I come out on this:

1. I agree that it should be harder.

2. The proposed voting structure of SCWG is so far biassed towards GNSO and the Registries, that the 'small group' could actually represent all the governments (one vote) and all the users (one vote). If the composition of the SCWG was balanced 50:50 then one might consider a simple majority of all the members, 50%+1. But as it stands in the proposal, well, NO.

Best regards

CW

On 05 Apr 2016, at 21:32, "Gomes, Chuck" <cgomes@verisign.com> wrote:

I think there are two ways of looking at this: 1. Requiring consensus makes it harder to do separation. As Christopher says, that is a big step so maybe it should be harder. That is in essence why I opposed only requiring a simple majority of those present in a meeting instead of a simple majority of all members whether they are in attendance or not. 2. Requiring consensus also makes it easier for a small group to essentially veto a separation recommendation. If a small group of the members oppose a separation while a strong majority favor it, simply by preventing consensus, separation could be stopped.

I don’t know where I come out on this but I definitely we should weigh both points before deciding.

Chuck

*From:* cwg-stewardship-bounces@icann.org [mailto:cwg- stewardship-bounces@icann.org] *On Behalf Of *Christopher Wilkinson *Sent:* Tuesday, April 05, 2016 2:41 PM *To:* accountability-cross-community@icann.org Accountability *Cc:* cwg-stewardship@icann.org IANA *Subject:* [CWG-Stewardship] Fwd: [CCWG-ACCT] [bylaws-coord] DRAFT NEW ICANN BYLAWS - 2 April 2016 version - SCWG *Importance:* High

Good evening:

With reference to the Sidley draft of April 2, 2016 ("Questions and Clarifications for Bylaws Coordination Group"), I wish to make a specific comment relating to Question 22 referring to Section 19 of the draft Bylaws concerning the SCWG ("Separation Cross Community Working Group".)

Section 19.5 addresses the Composition of the SCWG and the voting rights of its members and liaisons.

Section 19.7 (a) addresses the SCWG decision-making procedure.

During the CWG conference call on April 4, Sidley raised the issue of how to define the majority of the SCWG (Section 19.7(a)) in the absence of a consensus. The bar of 50+1% was proposed. (Question 22.)

*I submit that this bar is far too low, and that the general principle of consensus must be maintained.*

Section 19.5 of the draft Bylaws provides for SCWG to be composed of 13 voting members, 5 non voting liaisons and unlimited other participants. Among the voting members, GNSO and the ccTLDs would hold 9 votes; more than a majority of 7.

However, eventual separation of the IANA/PTI function from ICANN would have far reaching implications for many stakeholders which go well beyond the specific interests of DNS Registries and Registrars.

It would not be appropriate for the representatives of the Registries and Registrars to be able to determine a separation decision, acting alone, absent consensus in the SCWG. If the proposed composition and voting rights in an SCWG are maintained, it is absolutely essential that the SCWG act by consensus and not by a majority vote.

Regards

Christopher Wilkinson

Begin forwarded message:

*From: *Mathieu Weill <mathieu.weill@afnic.fr> *Subject: [CCWG-ACCT] Fwd: [bylaws-coord] DRAFT NEW ICANN BYLAWS - 2 April 2016 version* *Date: *3 Apr 2016 14:16:21 GMT+02:00 *To: *CCWG Accountability <accountability-cross-community@icann.org>

Dear colleagues,

In anticipation of our calls this week, please find below a note from the lawyers group, the draft bylaws as well as an issue list.

It is important to read the lawyers notes as they quite efficiently describe the context and status of the work. Please review them for any process related question.

The purpose of our calls this week will be to address the issue list questions (questions 1-7 & 25-34 are for the CCWG, the others for CWG).

Should any other issue be added to the list based on your respective reviews, please raise your questions on the list for transparency.

Best regards, Mathieu --------------- Depuis mon mobile, d�sol� pour le style

D�but du message transf�r� :

*Exp**�**diteur:* John Jeffrey via bylaws-coord <bylaws-coord@icann.org> *Date:* 3 avril 2016 13:16:28 UTC+2 *Destinataire:* bylaws-coord@icann.org *Cc:* "Flanagan, Sharon" <sflanagan@sidley.com>, "Cc: Zagorin, Janet S." < jzagorin@sidley.com>, "Hilton, Tyler" <thilton@sidley.com>, ICANN-Adler < ICANN@adlercolvin.com>, "Hofheimer, Joshua T." <jhofheimer@sidley.com>, "Mohan, Vivek" <vivek.mohan@sidley.com>, "Clark, Michael A." < mclark@sidley.com>, "Boucher, Rick" <rboucher@sidley.com>, Sidley ICANN CCWG <sidleyicannccwg@sidley.com>, "Kerry, Cameron" <ckerry@sidley.com>, "McNicholas, Edward R." <emcnicholas@sidley.com>, Daniel Halloran < daniel.halloran@icann.org>, Amy Stathos <amy.stathos@icann.org>, "Boelter, Jessica C.K." <jboelter@sidley.com>, "Fuller, Miles" < wfuller@sidley.com>, "Tam, Tennie H." <tennie.tam@sidley.com> *Objet:* *[bylaws-coord] DRAFT NEW ICANN BYLAWS - 2 April 2016 version* *R**�**pondre **�**:* John Jeffrey <john.jeffrey@icann.org>

Dear Bylaws Coordination Group,

Please find attached a document � DRAFT NEW ICANN BYLAWS (vers. 2Apr) (�DRAFT BYLAWS�) for your review and discussion. As you will recall the last full draft was provided to you on 18 March, with the promise to provide another full turn of the DRAFT BYLAWS for your review today on 2 April. The DRAFT BYLAWS attached is the current working draft among the legal drafting group. There is also an Issue List attached, which are a set of additional questions and clarifications requested from the Bylaws Coordination Group.

We ask that you share the attachments with your CCWG, ICG and CWG colleagues who will be reviewing this during this critical work week

*Recent Work* � During the past two weeks the legal drafting group, made up of Sidley�s team, Adler�s team and ICANN's Legal team reviewed and worked through mark ups and redrafts of the various sections of new ICANN Bylaws. Also, we have held four separate meetings with the Bylaws Coordination Group during this two-week period asking questions and incorporating that feedback into the new draft. There is likely to be the need for some additional discussions as we work toward a public comment version of the new ICANN bylaws.

*More Work to Do* � There is still work to do on the DRAFT BYLAWS, in identifying and working through any remaining provisions in the draft that are not clear, finding any remaining open issues, improving the provisions, and polishing the draft before publication for public comment. The legal teams remain engaged in review mode and are available for questions and comments during this period.

*Legal Teams have not yet **�certified**�* � Since a) the Bylaws Coordination Group, CWG and CCWG have not yet reviewed and reacted to these DRAFT BYLAWS, b) there are still remaining open issues, and c) there is still review and polishing to be done by the legal teams � the legal teams have not indicated yet that the current DRAFT BYLAWS fully meets the recommendations within the Proposals.

As we have indicated above there is still work to be done, including receiving the feedback from those reviewing these DRAFT BYLAWS this week before the legal teams will be in a position to certify the posting version for Public Comment

*Next Steps* �

1) *Now until 13 April* � members of CCWG, CWG, Bylaws Coordination Group, Board and ICG to complete review of these DRAFT BYLAWS and provide feedback to legal teams;

2) *Now until 18 April*, (with particular focus during week of 13-18 April) � legal teams to update DRAFT BYLAWS working in coordination with the Bylaws Drafting Group;

3) *20 April* � posting date for public comment period for new proposed bylaws � with legal teams supporting that the new proposed bylaws meets the proposal recommendations.

���

As before, we look forward to working with all of you in the coming days, to get ICANN�s Bylaws in the best form possible to effectuate these important changes.

We hope these views of the documents are useful and that you receive them in the spirit that they are offered� to help all of us to be able to collaborate and work through these Bylaws changes in the most effective way possible � to enable the creation of a new and stronger, community empowered ICANN.

John Jeffrey, Holly Gregory, and Rosemary Fei

_____________________ ____________________

_______________________________________________ bylaws-coord mailing list bylaws-coord@icann.org https://mm.icann.org/mailman/listinfo/bylaws-coord

_______________________________________________ Accountability-Cross-Community mailing list Accountability-Cross-Community@icann.org https://mm.icann.org/mailman/listinfo/accountability-cross-community

_______________________________________________ Accountability-Cross-Community mailing list Accountability-Cross-Community@icann.org https://mm.icann.org/mailman/listinfo/accountability-cross-community

Dear All, As I intervened at call ,I am not in favour of MAJORITY for the reasons mentioned by others ,in particular, Greg. We should not allow the entire community be captured by one or two constituency or sub constituency Regards Kavouss 2016-04-10 0:41 GMT+02:00 Greg Shatan <gregshatanipc@gmail.com>:

I agree with the concerns raised here regarding the use of a majority level of decision-making in the SCWG. The registries (with 6 seats) nearly hold a majority, and as Seun notes, the registries/registrars do hold a majority. This by itself is probably enough to disqualify a majority as an appropriate measure.

Consensus would be far more appropriate (I don't think this needs to be "full consensus," however). After all, nearly every decision-making process in ICANN-land is some form of consensus. (While the GNSO Council is an exception, many Council decisions involve things such as PDP reports that are themselves the product of consensus. The Board is another significant exception, but the Board often operates by de facto consensus.)

Greg

On Sat, Apr 9, 2016 at 12:44 PM, Kavouss Arasteh < kavouss.arasteh@gmail.com> wrote:

...

Dear Colleagues We all were very busy and a small number of very specifically oriented influence the entire procedure by putting a sentence or phrase that, in the absent of consensus, the majority is prevails. THIS IS NOT ACCEPTABLE. By so doing the rest of the community would be captured by few influençai constituency. We MUST stick to the consensus and it is up to the chair or convener of the group to seek that consensus. We have discussed this issue at ICG in fall 2014 and produced a document under " Consensus Building Process2 That served as a guide line during the ICG debate Those proposed MAJORITY here proposed Full consensus ELSEWHERE DOUBLE STANDARD depending ON WHICH DIRECTION THEY WISH THAT THE WIND BLOWS. NO AND NO This is unacceptable Regards Kavouss

2016-04-09 17:54 GMT+02:00 Christopher Wilkinson < lists@christopherwilkinson.eu>:

...

Well, Chuck, where I come out on this:

1. I agree that it should be harder.

2. The proposed voting structure of SCWG is so far biassed towards GNSO and the Registries, that the 'small group' could actually represent all the governments (one vote) and all the users (one vote). If the composition of the SCWG was balanced 50:50 then one might consider a simple majority of all the members, 50%+1. But as it stands in the proposal, well, NO.

Best regards

CW

On 05 Apr 2016, at 21:32, "Gomes, Chuck" <cgomes@verisign.com> wrote:

I think there are two ways of looking at this: 1. Requiring consensus makes it harder to do separation. As Christopher says, that is a big step so maybe it should be harder. That is in essence why I opposed only requiring a simple majority of those present in a meeting instead of a simple majority of all members whether they are in attendance or not. 2. Requiring consensus also makes it easier for a small group to essentially veto a separation recommendation. If a small group of the members oppose a separation while a strong majority favor it, simply by preventing consensus, separation could be stopped.

I don’t know where I come out on this but I definitely we should weigh both points before deciding.

Chuck

*From:* cwg-stewardship-bounces@icann.org [mailto:cwg- stewardship-bounces@icann.org] *On Behalf Of *Christopher Wilkinson *Sent:* Tuesday, April 05, 2016 2:41 PM *To:* accountability-cross-community@icann.org Accountability *Cc:* cwg-stewardship@icann.org IANA *Subject:* [CWG-Stewardship] Fwd: [CCWG-ACCT] [bylaws-coord] DRAFT NEW ICANN BYLAWS - 2 April 2016 version - SCWG *Importance:* High

Good evening:

With reference to the Sidley draft of April 2, 2016 ("Questions and Clarifications for Bylaws Coordination Group"), I wish to make a specific comment relating to Question 22 referring to Section 19 of the draft Bylaws concerning the SCWG ("Separation Cross Community Working Group".)

Section 19.5 addresses the Composition of the SCWG and the voting rights of its members and liaisons.

Section 19.7 (a) addresses the SCWG decision-making procedure.

During the CWG conference call on April 4, Sidley raised the issue of how to define the majority of the SCWG (Section 19.7(a)) in the absence of a consensus. The bar of 50+1% was proposed. (Question 22.)

*I submit that this bar is far too low, and that the general principle of consensus must be maintained.*

Section 19.5 of the draft Bylaws provides for SCWG to be composed of 13 voting members, 5 non voting liaisons and unlimited other participants. Among the voting members, GNSO and the ccTLDs would hold 9 votes; more than a majority of 7.

However, eventual separation of the IANA/PTI function from ICANN would have far reaching implications for many stakeholders which go well beyond the specific interests of DNS Registries and Registrars.

It would not be appropriate for the representatives of the Registries and Registrars to be able to determine a separation decision, acting alone, absent consensus in the SCWG. If the proposed composition and voting rights in an SCWG are maintained, it is absolutely essential that the SCWG act by consensus and not by a majority vote.

Regards

Christopher Wilkinson

Begin forwarded message:

*From: *Mathieu Weill <mathieu.weill@afnic.fr> *Subject: [CCWG-ACCT] Fwd: [bylaws-coord] DRAFT NEW ICANN BYLAWS - 2 April 2016 version* *Date: *3 Apr 2016 14:16:21 GMT+02:00 *To: *CCWG Accountability <accountability-cross-community@icann.org>

Dear colleagues,

In anticipation of our calls this week, please find below a note from the lawyers group, the draft bylaws as well as an issue list.

It is important to read the lawyers notes as they quite efficiently describe the context and status of the work. Please review them for any process related question.

The purpose of our calls this week will be to address the issue list questions (questions 1-7 & 25-34 are for the CCWG, the others for CWG).

Should any other issue be added to the list based on your respective reviews, please raise your questions on the list for transparency.

Best regards, Mathieu --------------- Depuis mon mobile, d�sol� pour le style

D�but du message transf�r� :

*Exp**�**diteur:* John Jeffrey via bylaws-coord <bylaws-coord@icann.org> *Date:* 3 avril 2016 13:16:28 UTC+2 *Destinataire:* bylaws-coord@icann.org *Cc:* "Flanagan, Sharon" <sflanagan@sidley.com>, "Cc: Zagorin, Janet S." <jzagorin@sidley.com>, "Hilton, Tyler" <thilton@sidley.com>, ICANN-Adler <ICANN@adlercolvin.com>, "Hofheimer, Joshua T." < jhofheimer@sidley.com>, "Mohan, Vivek" <vivek.mohan@sidley.com>, "Clark, Michael A." <mclark@sidley.com>, "Boucher, Rick" < rboucher@sidley.com>, Sidley ICANN CCWG <sidleyicannccwg@sidley.com>, "Kerry, Cameron" <ckerry@sidley.com>, "McNicholas, Edward R." < emcnicholas@sidley.com>, Daniel Halloran <daniel.halloran@icann.org>, Amy Stathos <amy.stathos@icann.org>, "Boelter, Jessica C.K." < jboelter@sidley.com>, "Fuller, Miles" <wfuller@sidley.com>, "Tam, Tennie H." <tennie.tam@sidley.com> *Objet:* *[bylaws-coord] DRAFT NEW ICANN BYLAWS - 2 April 2016 version* *R**�**pondre **�**:* John Jeffrey <john.jeffrey@icann.org>

Dear Bylaws Coordination Group,

Please find attached a document � DRAFT NEW ICANN BYLAWS (vers. 2Apr) (�DRAFT BYLAWS�) for your review and discussion. As you will recall the last full draft was provided to you on 18 March, with the promise to provide another full turn of the DRAFT BYLAWS for your review today on 2 April. The DRAFT BYLAWS attached is the current working draft among the legal drafting group. There is also an Issue List attached, which are a set of additional questions and clarifications requested from the Bylaws Coordination Group.

We ask that you share the attachments with your CCWG, ICG and CWG colleagues who will be reviewing this during this critical work week

*Recent Work* � During the past two weeks the legal drafting group, made up of Sidley�s team, Adler�s team and ICANN's Legal team reviewed and worked through mark ups and redrafts of the various sections of new ICANN Bylaws. Also, we have held four separate meetings with the Bylaws Coordination Group during this two-week period asking questions and incorporating that feedback into the new draft. There is likely to be the need for some additional discussions as we work toward a public comment version of the new ICANN bylaws.

*More Work to Do* � There is still work to do on the DRAFT BYLAWS, in identifying and working through any remaining provisions in the draft that are not clear, finding any remaining open issues, improving the provisions, and polishing the draft before publication for public comment. The legal teams remain engaged in review mode and are available for questions and comments during this period.

*Legal Teams have not yet **�certified**�* � Since a) the Bylaws Coordination Group, CWG and CCWG have not yet reviewed and reacted to these DRAFT BYLAWS, b) there are still remaining open issues, and c) there is still review and polishing to be done by the legal teams � the legal teams have not indicated yet that the current DRAFT BYLAWS fully meets the recommendations within the Proposals.

As we have indicated above there is still work to be done, including receiving the feedback from those reviewing these DRAFT BYLAWS this week before the legal teams will be in a position to certify the posting version for Public Comment

*Next Steps* �

1) *Now until 13 April* � members of CCWG, CWG, Bylaws Coordination Group, Board and ICG to complete review of these DRAFT BYLAWS and provide feedback to legal teams;

2) *Now until 18 April*, (with particular focus during week of 13-18 April) � legal teams to update DRAFT BYLAWS working in coordination with the Bylaws Drafting Group;

3) *20 April* � posting date for public comment period for new proposed bylaws � with legal teams supporting that the new proposed bylaws meets the proposal recommendations.

���

As before, we look forward to working with all of you in the coming days, to get ICANN�s Bylaws in the best form possible to effectuate these important changes.

We hope these views of the documents are useful and that you receive them in the spirit that they are offered� to help all of us to be able to collaborate and work through these Bylaws changes in the most effective way possible � to enable the creation of a new and stronger, community empowered ICANN.

John Jeffrey, Holly Gregory, and Rosemary Fei

_____________________ ____________________

_______________________________________________ bylaws-coord mailing list bylaws-coord@icann.org https://mm.icann.org/mailman/listinfo/bylaws-coord

_______________________________________________ Accountability-Cross-Community mailing list Accountability-Cross-Community@icann.org https://mm.icann.org/mailman/listinfo/accountability-cross-community

_______________________________________________ Accountability-Cross-Community mailing list Accountability-Cross-Community@icann.org https://mm.icann.org/mailman/listinfo/accountability-cross-community

_______________________________________________ Accountability-Cross-Community mailing list Accountability-Cross-Community@icann.org https://mm.icann.org/mailman/listinfo/accountability-cross-community

Dear colleagues, Particularly given the nature of this discussion, I want to point out that I'm just a participant and have no vote here :) On Sat, Apr 09, 2016 at 06:41:30PM -0400, Greg Shatan wrote:

I agree with the concerns raised here regarding the use of a majority level of decision-making in the SCWG. The registries (with 6 seats) nearly hold a majority, and as Seun notes, the registries/registrars do hold a majority. This by itself is probably enough to disqualify a majority as an appropriate measure.

Consensus would be far more appropriate (I don't think this needs to be "full consensus," however).

I'm hanging this on Greg's message because I think he makes an important point, but one where I'd put some different emphasis. Let us recall that the bylaws-writing process is supposed to implement the community proposals, and not change them. So, what does the community proposal say about this? There are two relevant bits that come from the CWG's proposal Annex L. The first is this sentence: "The SCWG will follow the overall guidelines and procedures for ICANN Cross Community Working Groups." The second is the repeated emphasis in Annex L on supermajorities of the GNSO and ccNSO. As far as I understand it, the normal rules for an ICANN CCWG are that consensus is preferable, but that otherwise voting members can make a decision by majority. If we are going to deviate from that, then, we need to have some interpretation that is still consistent with the proposal, because the proposal is what the community has already agreed to. There is no hint in the proposal that a supermajority of anyone except the ccNSO and GNSO is required, so it is not in keeping with the proposal to impose additional requirements now. It seems to me, however, that the tradition of "majority fallback" in CCWGs could be of use here. Implementation could be a fallback majority not just of the membership, but also reqiure the majority to come from a majority of the appointing organizations. There are ten organizations that appoint voting members and 13 voting members; so under the current arrangement, when voting were required it would need at least 7 votes appointed by at least 6 different bodies. I suspect this is a deviation from the proposal in Annex L, but it seems to me to be in the spirit of Annex L and would doubtless be an acceptable way to charter at least some CCWGs. The counter argument might be that this threshold is now too high. But the calculation that has made people worried is that, assuming registries and registrars decide to form a bloc, they could act alone. On the same bloc theory, registries and registrars already comprise appointments from 4 organizations. So only two more votes would be needed (making the effective majority for separation 9 when all registries and registrars vote the same way). Best regards, A -- Andrew Sullivan ajs@anvilwalrusden.com