Hi Greg, Are you suggesting that chairmanship is restricted to nomcom because they are independent and independent is a requirement for that position, which the other board members(excluding the president) doesn't have? To put this in practice since you say it's general company standard, does this mean an SO/AC ICANN board appointee cannot be the ICANN board chair? So far, beyond Chuck's comment I really don't think my reservations is really addressed which is making me draw unnecessary assumptions. I will like to request that my suggested update be applied otherwise I am willing to hear why it shouldn't. Regards Sent from my LG G4 Kindly excuse brevity and typos On 27 Jun 2016 10:06, "Greg Shatan" <gregshatanipc@gmail.com> wrote:

It's not that they are "superior" but the NomCom nominated people are "independent" directors (in this case, not nominated by ICANN). This is a very standard category of directors, across all types of corporations (at least in the U.S.).

Greg

On Mon, Jun 27, 2016 at 2:41 AM, Matthew Shears <mshears@cdt.org> wrote:

...

I agree with Chuck. Also, this is not about the nomcom nominated persons being superior or whatever but about good corporate governance. And, at the end of the day the ICANN Board appoint the Chair - the nom com nominates.

On 6/27/2016 4:19 AM, Gomes, Chuck wrote:

Seun,

One thing I feel very strong about is that the PTI president should not be the chair of the PTI Board, not because the PTI president is not capable but rather because the PTI president will have a conflict of interest on most of the issues considered by the PTI board. The president will be needed on the PTI Board to provide facts about PTI services but should not be put in the awkward position of being PTI Board chair.

Chuck

*From:* Seun Ojedeji [mailto:seun.ojedeji@gmail.com <seun.ojedeji@gmail.com>] *Sent:* Sunday, June 26, 2016 6:49 PM *To:* Grace Abuhamad *Cc:* Gomes, Chuck; iotf@icann.org; cwg-stewardship@icann.org *Subject:* Re: [IOTF] Updated draft of responses in PTI Bylaws-AoI table

Hello,

Somehow this skipped my raider, while this is already late, i could not come swallow 2 points from the final text.

Section 5.4: I am quite concerned and wonder why we include the following text: "The Chairperson should be a NomCom­ nominated director". The board does the selection of chair person, so there is NO reason why ICANN appointed board member cannot be the chairperson if the board wants it. I don't think i dig turning the nomcom nominees into the defacto source of chairperson-hood. It seem to me that we are seeing them as more superior and trustworthy that the rest which is not necessarily always the case. Ofcourse i am with the rest of the response to that question.

Section 7.1: I am concerned by this conclusion "The Corporation will not need additional officers therefore the board does not need this capability." as i think its an unnecessary lock-in and can have unforeseen implications in future. I will be fine with something that reads like below: "The Corporation should not need additional officers therefore the board may not need this capability. However such may be done with a unanimous votes from board subject to member(s) approval."

Regards

On Thu, Jun 16, 2016 at 9:41 PM, Grace Abuhamad <grace.abuhamad@icann.org> wrote:

Dear all,

Following the CWG-Stewardship call today, here attached are the latest redline and clean versions of the PTI response table to deliver to Sidley. Please review in the next 24h before we consider these final.

Thank you,

Grace

--

*Grace Abuhamad*

Manager, Public Policy

*ICANN | Internet Corporation for Assigned Names and Numbers*

801 17th Street NW, Suite 400 | Washington, DC 20006

Direct: +1 202 249 7545 | Mobile: +1 310 200 7638

*Interested in the IANA Stewardship Transition? *

*LEARN MORE <https://www.icann.org/stewardship-accountability>. STAY UPDATED <https://www.icann.org/stewardship-accountability#status>. FOLLOW <https://twitter.com/icann>. ENGAGE <https://www.icann.org/stewardship-accountability#involved>. *

*From: *< <iotf-bounces@icann.org>iotf-bounces@icann.org> on behalf of Grace Abuhamad < <grace.abuhamad@icann.org>grace.abuhamad@icann.org> *Date: *Wednesday, June 15, 2016 at 6:49 PM *To: *"Gomes, Chuck" < <cgomes@verisign.com>cgomes@verisign.com>, " <iotf@icann.org>iotf@icann.org" <iotf@icann.org> *Cc: *"cwg-stewardship@icann.org" <cwg-stewardship@icann.org> *Subject: *Re: [IOTF] Updated draft of responses in PTI Bylaws-AoI table

Good catch Chuck. Per your comment and Matthew’s agreement, I was supposed to delete the sentence beginning with “Member approval NOT required….”.

I’ll make the edit in the Google doc and await any further comments before circulating a new version in time for the CWG call.

Thank you,

Grace

--

*Grace Abuhamad*

Manager, Public Policy

*ICANN | Internet Corporation for Assigned Names and Numbers*

801 17th Street NW, Suite 400 | Washington, DC 20006

Direct: +1 202 249 7545 | Mobile: +1 310 200 7638

*Interested in the IANA Stewardship Transition? *

*LEARN MORE <https://www.icann.org/stewardship-accountability>. STAY UPDATED <https://www.icann.org/stewardship-accountability#status>. FOLLOW <https://twitter.com/icann>. ENGAGE <https://www.icann.org/stewardship-accountability#involved>. *

*From: *"Gomes, Chuck" <cgomes@verisign.com> *Date: *Wednesday, June 15, 2016 at 6:35 PM *To: *Grace Abuhamad < <grace.abuhamad@icann.org>grace.abuhamad@icann.org>, "iotf@icann.org" < <iotf@icann.org>iotf@icann.org> *Cc: *"cwg-stewardship@icann.org" <cwg-stewardship@icann.org> *Subject: *RE: Updated draft of responses in PTI Bylaws-AoI table

The edits look good to me. Was the second option in Section 7.6.1 supposed to be deleted?

“Board may approve delegation of responsibilities or powers of President.

Member approval NOT required for the prescription of additional duties by the board to the President.[1] <#m_-3607724523632041133_m_3186136462349631466_m_6812292797163057305__msocom_1> [2] <#m_-3607724523632041133_m_3186136462349631466_m_6812292797163057305__msocom_2>

Member approval required for the prescription of additional powers by the board to the President.”

Chuck

*From:* iotf-bounces@icann.org [mailto:iotf-bounces@icann.org] *On Behalf Of *Grace Abuhamad *Sent:* Wednesday, June 15, 2016 5:16 PM *To:* <iotf@icann.org>iotf@icann.org *Cc:* <cwg-stewardship@icann.org>cwg-stewardship@icann.org *Subject:* [IOTF] Updated draft of responses in PTI Bylaws-AoI table

Dear all,

Per the discussion on today’s IOTF call, here attached is a redline version of the edits discussed on the call and a clean version to present to the CWG-Stewardship on Thursday. Thank you for your patience in the live editing process!

--Grace

--

*Grace Abuhamad*

Manager, Public Policy

*ICANN | Internet Corporation for Assigned Names and Numbers*

801 17th Street NW, Suite 400 | Washington, DC 20006

Direct: +1 202 249 7545 <%2B1%20202%20249%207545> | Mobile: +1 310 200 7638 <%2B1%20310%20200%207638>

*Interested in the IANA Stewardship Transition? *

*LEARN MORE <https://www.icann.org/stewardship-accountability>. STAY UPDATED <https://www.icann.org/stewardship-accountability#status>. FOLLOW <https://twitter.com/icann>. ENGAGE <https://www.icann.org/stewardship-accountability#involved>. *

*From: *Grace Abuhamad <grace.abuhamad@icann.org> *Date: *Monday, June 13, 2016 at 4:47 PM *To: *< <iotf@icann.org>iotf@icann.org> *Cc: *"cwg-stewardship@icann.org" <cwg-stewardship@icann.org> *Subject: *Reminder: Please review the responses in PTI Bylaws table

Dear all,

In absence of the IOTF call today, I would just like to remind you to take some time to review the Google doc table of CWG responses on the PTI Bylaws. There are some notes and live edits made during the last IOTF call, and some comments from Chuck and Avri. The link to the document is: https://docs.google.com/document/d/1rmsp569qRxkWtNSNrJsZzENxFKLwbXVcTDWSGZJE... .

I think (but will let the Chairs confirm) that the plan is still to have CWG-Stewardship sign-off in time (or during) the CWG-Stewardship meeting on Thursday 16 June. Following group sign-off, the Client Committee would then be able to share the responses with Sidley for incorporation into the PTI Bylaws.

Thank you,

Grace

--

*Grace Abuhamad*

Manager, Public Policy

*ICANN | Internet Corporation for Assigned Names and Numbers*

801 17th Street NW, Suite 400 | Washington, DC 20006

Direct: +1 202 249 7545 | Mobile: +1 310 200 7638

*Interested in the IANA Stewardship Transition? *

*LEARN MORE <https://www.icann.org/stewardship-accountability>. STAY UPDATED <https://www.icann.org/stewardship-accountability#status>. FOLLOW <https://twitter.com/icann>. ENGAGE <https://www.icann.org/stewardship-accountability#involved>. *

*From: *Grace Abuhamad <grace.abuhamad@icann.org> *Date: *Wednesday, June 8, 2016 at 6:00 PM *To: *< <iotf@icann.org>iotf@icann.org> *Cc: *" <cwg-stewardship@icann.org>cwg-stewardship@icann.org" < cwg-stewardship@icann.org> *Subject: *Process for IANA Bylaws - CWG Questions & Issues from Sidley

Dear all,

Per the email below, steps 1 & 2 have been completed: the CWG-Stewardship Chairs have provided initial responses, and the staff have matched these responses to the transcript of the CWG-Stewardship meeting from last week. The initial responses are available in a Google doc for the IOTF’s comments at: https://docs.google.com/document/d/1rmsp569qRxkWtNSNrJsZzENxFKLwbXVcTDWSGZJE....

Please note that the CWG-Stewardship list is copied for information. Anyone on either of these lists should feel free to review and comment on the initial responses, but the responsibility lies primarily with the IOTF at this stage.

I will let the Chairs clarify the timeline for review, but my understanding is that we would like to have CWG-Stewardship sign-off in time (or during) the CWG-Stewardship meeting on Thursday 16 June. Following group sign-off, the Client Committee would then be able to share the responses with Sidley for incorporation into the PTI Bylaws.

Thank you,

Grace

--

*Grace Abuhamad*

Manager, Public Policy

*ICANN | Internet Corporation for Assigned Names and Numbers*

801 17th Street NW, Suite 400 | Washington, DC 20006

Direct: +1 202 249 7545 | Mobile: +1 310 200 7638

*Interested in the IANA Stewardship Transition? *

*LEARN MORE* <https://www.icann.org/stewardship-accountability>*. **STAY UPDATED* <https://www.icann.org/stewardship-accountability#status>*. * *FOLLOW* <https://twitter.com/icann>*. **ENGAGE* <https://www.icann.org/stewardship-accountability#involved>*. *

*From: *< <cwg-stewardship-bounces@icann.org> cwg-stewardship-bounces@icann.org> on behalf of Jonathan Robinson < jrobinson@afilias.info> *Organization: *Afilias *Reply-To: *Jonathan Robinson < <jrobinson@afilias.info> jrobinson@afilias.info> *Date: *Monday, June 6, 2016 at 4:04 AM *To: *" <cwg-stewardship@icann.org>cwg-stewardship@icann.org" < cwg-stewardship@icann.org> *Subject: *[CWG-Stewardship] Process for IANA Bylaws - CWG Questions & Issues from Sidley

All,

The substance and process for dealing with CWG Bylaws was discussed this on last week’s CWG call and then followed up by Lise & myself.

Based on the discussions within the CWG, we propose the following course of action in order to get through the work as efficiently as possible.

1. Chairs will make a first attempt at answering / providing relevant input on the Sidley questions

2. Staff will review chairs’ input for consistency with the CWG meeting discussions

3. Answers / input to be shared with IOTF group for further review / development

4. Answers / input to be shared with CWG for further review / development

5. Answers / input to be shared via Client Committee with Sidley for incorporation into IANA Bylaws

Thank-you

Lise & Jonathan ------------------------------

I lean toward this approach. It seems to me that the PTI Board should have this authority on its own; also, it would cause delays if they had to wait to get ICANN approval, causing unnecessary delays.

for so long as such powers were strictly limited according to the PTI mission/role etc.

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--

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

*Seun Ojedeji, Federal University Oye-Ekiti web: * * <http://www.fuoye.edu.ng>http://www.fuoye.edu.ng <http://www.fuoye.edu.ng> **Mobile: +2348035233535 <%2B2348035233535>* *alt email: <http://goog_1872880453>seun.ojedeji@fuoye.edu.ng <seun.ojedeji@fuoye.edu.ng>*

Bringing another down does not take you up - think about your action!

_______________________________________________ IOTF mailing listIOTF@icann.orghttps://mm.icann.org/mailman/listinfo/iotf

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Matthew Shears | Director, Global Internet Policy & Human Rights Project Center for Democracy & Technology | cdt.org E: mshears@cdt.org | T: +44.771.247.2987

_______________________________________________ IOTF mailing list IOTF@icann.org https://mm.icann.org/mailman/listinfo/iotf

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