Dear all, The notes, recordings and transcripts for the CWG IANA Call #47 - 14 May are available here: https://community.icann.org/pages/viewpage.action?pageId=53773685 Kind regards, Brenda Action Items Action item (staff): Update public comment review tool, including comments received to date as well as draft responses to be shared with the CWG by next meeting Action item (all): Continue to review FAQ and consider publishing as part of final proposal (supporting documents) Action item (staff): Post FAQ on wiki page so it allows for comments / editing Action item (all): Review latest version of the document (see https://docs.google.com/document/d/1WvBqtgXJ7rNrbN-5Tjf5-gi80aZ2oRYDtF_JLrET...) and provide input Action item: need clear definition of terminology, for example 'separation' Action item: Continue conversations via mailing list - note updates made by DT C. Action item: documents to be shared on the list for further review and discussion during next week's meeting. Action item: Add DT F to the agenda for Tuesday Notes 1. Opening Remarks * Continued co-ordination with CRISP team - call between chairs earlier this week. 2. Public comment Action item (staff): Update public comment review tool, including comments received to date as well as draft responses to be shared with the CWG by next meeting FAQ - update * Proposal to hold off publishing FAQ as it needs further polishing and consider publishing after public comment forum closes, if still deemed helpful. It could accompany the final proposal for example. Action item (all): Continue to review FAQ and consider publishing as part of final proposal (supporting documents) Action item (staff): Post FAQ on wiki page so it allows for comments / editing * Any other points? 3. Update from Sidley * See Post-Transition IANA Board Stress Tests memo circulated by Sidley - insider board (made up of a majority of directors that are employed by ICANN) vs. outsider board (majority of directors not employed by ICANN). Outsider board could create more issues than it would solve for, based on Sidley's analysis. PTI board would have fudiciary duties to PTI so would be required to act in the best interest of PTI. Insider board could also have directors not employed by ICANN - influence could be introduced that way should it be deemed appropriate in the future? Direction could also be given to ICANN as to how board should be filled with regards to ICANN appointed memos. Are there any objections to focusing on internal board and develop further clarifying questions that may need to be addressed? PTI would be governed by contract - shouldn't be able to go against those agreements. * * See PTI Entity Structure memo (LLC or nonprofit public benefit corporation). LLC would allow for more flexibility, mainly governed by a contract. Tax favors LLC, bankruptcy favors non-profit status. Non-profit status could have advantage of directing PTI Insider Board concerning its fiduciary obligations to PTI. Consider obtaining ICANN input on tax exempt status and how PTI finances would look. Some questions may need to be asked, but there appear to be advantages of the non-profit public benefit corporation status over an LLC, taking into account the direction towards an insider board. If it is a non-profit PTI is not a subsidiary but an affiliate (not owned by ICANN). LLC would make it more internal as a subsidiary. Suggestion to move forward with insider board as a non-profit public benefit corporation. 4. Key design team issues * DT SR - one of the issues that is pending is, if the separation process that is triggered, is it the IFR that carries it out or is it another entity (e.g. CWG) that carries it out. Other issue is the trigger(s) for separation review. IFR could trigger it, but what happens if it is not approved by the Board, would it go through accountability mechanisms. Could it be triggered by supermajority vote of ccNSO/GNSO, or majority vote of RySG and ccNSO? Separation is divestiture (termination of contract / RFP), sale of assests or if ICANN decides for someone else to perform the technical functions. Is that covered in the document? Yes, is considered in the range of possible outcomes of separation review. If team is good, but ICANN oversight not functional, PTI should be divested. If IANA function isn't working, but ICANN oversight is, then ICANN terminates contract and initiates an RFP. Consider scenario mapping. Action item (all): Review latest version of the document (see https://docs.google.com/document/d/1WvBqtgXJ7rNrbN-5Tjf5-gi80aZ2oRYDtF_JLrET...) and provide input Action item: need clear definition of terminology, for example 'separation' * Other? 5. Punch List Review Action item: Continue conversations via mailing list - note updates made by DT C. 6. Forward planning - timeline * Overview and next steps * Critical milestones & targets * Towards conclusion of design team work Action item: documents to be shared on the list for further review and discussion during next week's meeting. 7. AOB Action item: Add DT F to the agenda for Tuesday 8. Closing Remarks