I don't think there is "IANA naming function department" but there is "IANA functions department" So i propose the following: The IANA naming functions, related administrative staff and resources, processes, data and know-how would be legally transferred into PTI from the exiting "IANA functions department" MM: Not quite right. It is the entire IANA functions department, not just the naming-related parts of it, that would be transferred to PTI. The IANA portion of the ICANN budget related to naming would be subject to....... MM: Again, it makes no sense to keep the other parts of the IANA functions separate from the naming parts. The entire department must be legally separation.

On 19-Apr-15 13:37, Milton L Mueller wrote:

The IANA portion of the ICANN budget *related to naming* would be subject to.......

MM: Again, it makes no sense to keep the other parts of the IANA functions separate from the naming parts. The entire department must be legally separation.

As the other operational communities are clients of ICANN, is ICANN's internal construction an issue for them? Isn't this just an implementation issue? Does the IETF contract/MOU specify how ICANN is organized internally? And as long as ICANN keeps delivering the service they want, they won't need to resort to their remedy of finding another provider and ICANN can be organized as it wants. Personally, I would have preferred a solution where the other operational communities jointly owned/controlled the affiliate, but that idea was not treated favorably by those operational communities, so now we have a possible solution that leaves them with the status quo for their relationships with ICANN. avri --- This email has been checked for viruses by Avast antivirus software. http://www.avast.com

On 19-Apr-15 15:17, Milton L Mueller wrote:

I thought this issue was settled

Has any issue been settled? I am reading the Annex of the current draft and there is so much that is unsettled. avri --- This email has been checked for viruses by Avast antivirus software. http://www.avast.com

Seun, Please try to be accurate. I haven’t made any assertions about what “a whole community wants” I did say I have talked to people in RIRs who might prefer a legally separated IANA. In fact, your comments are supporting my point that RIRs have not made any formal statements either way. And as noted countless times before, because the RIRs have yet to write their contract, it shouldn’t make any difference to them whether their future contract is with IANA services provided by a department of ICANN or by an affiliate. --MM From: Seun Ojedeji [mailto:seun.ojedeji@gmail.com] Sent: Sunday, April 19, 2015 4:24 PM To: Milton L Mueller Cc: avri; cwg-stewardship@icann.org Subject: Re: [CWG-Stewardship] [client com] Draft: Summary of Legal Structure for CWG Proposal sent from Google nexus 4 kindly excuse brevity and typos. On 19 Apr 2015 20:19, "Milton L Mueller" <mueller@syr.edu<mailto:mueller@syr.edu>> wrote: ....And the contract between the RIRs and ICANN or PTI hasn’t been written yet, so it could easily designate PTI as the counterparty. No one from the numbers community has expressed any concern about that, and having been in contact with several people in that community I suspect that, as with protocols, some might prefer that.

SO: I happen to be involved in the numbers community and I am not sure I have seen any formal discussion about what you say above Milton. I think it's important we base our actions on transparently provided facts. Sometime ago the chair of CRISP formerly wrote the CWG asking that they be informed of any part of the names proposal that could affect them. Noting from the CWG has been sent in that regard so I think it's a little out of line to make assumption on what a whole community wants. Regards

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

On Sun, Apr 19, 2015 at 07:17:26PM +0000, Milton L Mueller wrote:

reject having their MoU move to PTI. While Andrew expressed some concerns about that shift

I should be clear, if I haven't been already, that a significant part of my concern is putting such a negotiation on the critical path to transition. I'm not necessarily opposed to such an eventuality, but it seems to me that actually working out the details would take time, and might fail. As a matter of prudence, then, proceeding in a way that does not actually require such a shift is better.

, Sidley made it clear that the MoU between ICANN and IOTC can be assigned to PTI and this posed no problem

My reading of Sidley's response was that this was normally possible. They seemed to be unaware of the actual agreement as it stands, but in the interests of time and because people seemed to be leaning away from an affiliate anyway I thought it was a distraction to continue pressing the issue. Best regards, A -- Andrew Sullivan ajs@anvilwalrusden.com

I agree with Avri. It is certainly not my impression that people are leaning away from an affiliate. I would also say that, if both parties to the MoU agree that ICANN can assign it to an affiliate, there should be no real issues with doing so. Alternately, the parties could agree that ICANN will provide the services via an affiliate, while keeping ICANN as the contractual party. In other words, this is basically a non-issue. Greg On Sun, Apr 19, 2015 at 7:28 PM, Avri Doria <avri@acm.org> wrote:

On 19-Apr-15 19:03, Andrew Sullivan wrote:

and because people seemed to be leaning away from an affiliate anyway

I had not gotten that impression. It is still the compromise point between an Internal and Contract Co ( still waiting in the background in the event there is no compromise, I expect). I thought it was still very much in the mix.

avri

------------------------------ [image: Avast logo] <http://www.avast.com/>

This email has been checked for viruses by Avast antivirus software. www.avast.com

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

All, Having been through the thread following release of the “Draft: Summary of Legal Structure for CWG Proposal”, we wanted to highlight a few key points reflecting our understanding and agreement or disagreement with comments. First, overall it seems to be a succinct and effective summary of where we have arrived at. This includes capturing the critical CCWG dependencies including the requirement for one or more “fundamental bylaws”. As far as the Affiliate is concerned, it is our understanding that this is the model we have delicately moved towards through a process of provisional elimination during our meetings, including the two intensive work days with dedicated sessions on “structure”. In other words, provided this model does not prove to be fundamentally flawed as we scrutinise and develop it in cooperation with our legal advisors, it is the likely outcome of the work of the CWG. As far as compatibility with the other (numbers and protocols) proposals to the ICG and associated arrangements, we do not presume anything about the other proposals or future arrangements. Save for the fact that we have sought to be aware of them and therefore be sensitive to the need (for the ICG) to ultimately integrate these with the names proposal from this group. We are not currently aware of any overarching incompatibility or issue that will mean the three proposals cannot be integrated and ultimately this will be up to the ICG to work on in conjunction with the proposing communities. That said, we believe that we (co-chairs) have made it clear that we are very receptive to and willing to engage with anyone including the core teams behind the other two proposals to the ICG for information or any other relevant purpose. Thank-you, Jonathan & Lise From: James Gannon [mailto:james@cyberinvasion.net] Sent: 20 April 2015 08:31 To: Greg Shatan; Avri Doria Cc: cwg-stewardship@icann.org Subject: Re: [CWG-Stewardship] [client com] Draft: Summary of Legal Structure for CWG Proposal I agree with Avri and Greg, I haven’t seen any move away from an affiliate, quite the opposite, my personal impression has been that there is increasing support for it as we flesh out some of the details. From: cwg-stewardship-bounces@icann.org [mailto:cwg-stewardship-bounces@icann.org] On Behalf Of Greg Shatan Sent: Monday, April 20, 2015 5:15 AM To: Avri Doria Cc: cwg-stewardship@icann.org Subject: Re: [CWG-Stewardship] [client com] Draft: Summary of Legal Structure for CWG Proposal I agree with Avri. It is certainly not my impression that people are leaning away from an affiliate. I would also say that, if both parties to the MoU agree that ICANN can assign it to an affiliate, there should be no real issues with doing so. Alternately, the parties could agree that ICANN will provide the services via an affiliate, while keeping ICANN as the contractual party. In other words, this is basically a non-issue. Greg On Sun, Apr 19, 2015 at 7:28 PM, Avri Doria <avri@acm.org> wrote: On 19-Apr-15 19:03, Andrew Sullivan wrote: and because people seemed to be leaning away from an affiliate anyway I had not gotten that impression. It is still the compromise point between an Internal and Contract Co ( still waiting in the background in the event there is no compromise, I expect). I thought it was still very much in the mix. avri _____ <http://www.avast.com/> Avast logo This email has been checked for viruses by Avast antivirus software. www.avast.com <http://www.avast.com/> _______________________________________________ CWG-Stewardship mailing list CWG-Stewardship@icann.org https://mm.icann.org/mailman/listinfo/cwg-stewardship

Thanks! Regards sent from Google nexus 4 kindly excuse brevity and typos. On 21 Apr 2015 12:51, "Greg Shatan" <gregshatanipc@gmail.com> wrote:

Seun,

I sent them several hours ago in a Word doc along with the ensuing discussion.

Greg

On Tuesday, April 21, 2015, Seun Ojedeji <seun.ojedeji@gmail.com> wrote:

...

Hello Greg,

Just to remind you that you are yet to forward my comments/questions to client committee. Items 3 to 5 especially requires their response.

Regards

sent from Google nexus 4 kindly excuse brevity and typos. On 18 Apr 2015 19:20, "Seun Ojedeji" <seun.ojedeji@gmail.com> wrote:

...

To Client committee,

Kindly find a few comments/questions below:

1. The existing IANA naming functions department, administrative staff and related resources, processes, data and know-how would be legally transferred into PTI I don't think there is "IANA naming function department" but there is "IANA functions department" So i propose the following:

The IANA naming functions, related administrative staff and resources, processes, data and know-how would be legally transferred into PTI from the exiting "IANA functions department"

2. The IANA portion of the ICANN budget would be subject to

I think it may be useful to be more specific about the IANA budget referred. So the wording below may be useful:

The IANA portion of the ICANN budget *related to naming* would be subject to.......

3 .....conducted by a multi-stakeholder body, independent from ICANN

There is no section of the document that describe what independent in that statement meant. If it mean independent of ICANN board then it should be clearly stated.

4. The strengths of this proposed structure are as follows: Isn't item c on also a weakness in practical sense considering that ICANN is the source of funding of IANA?

5. The weaknesses of the proposed structure are as follows:

I think introduction of new entity/structures creates accountability concerns which i think should be included as a weakness. Also the running cost of those structures should be included as a weakness (overall the end-user bears the cost) Last but not the list, the overall statement seem to miss mention of the formation of the charter/bylaw for the PRF?

Regards

On Sat, Apr 18, 2015 at 6:49 PM, Client Committee List for CWG < cwg-client@icann.org> wrote:

...

Dear All,

Attached is a summary of the current legal structure under consideration by the CWG. This also includes the CCWG dependencies.

Please let us know if you have any comments or would like to discuss.

Best regards,

Sharon

*SHARON* *FLANAGAN* Partner

*Sidley Austin LLP* +1.415.772.1271 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.

****************************************************************************************************

_______________________________________________ Cwg-client mailing list Cwg-client@icann.org https://mm.icann.org/mailman/listinfo/cwg-client

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

*Seun Ojedeji,Federal University Oye-Ekitiweb: http://www.fuoye.edu.ng <http://www.fuoye.edu.ng> Mobile: +2348035233535**alt email: <http://goog_1872880453>seun.ojedeji@fuoye.edu.ng*

The key to understanding is humility - my view !