Dear all, The notes, recordings and transcripts for the CWG IANA Call #45 - 7 May are available here: https://community.icann.org/pages/viewpage.action?pageId=53772818 Action Items Action item: integrate Sidley delivery of items more specifically in project plan (also in view of possible implementation of certain items) across both efforts Action item: Go back to ICANN Finance and ask for cost implications of model as currently envisioned as far as they can currently address that. Action item: CWG to review all documents provided by Sidley in relation to this discussion. Action item: Client committee to instruct Sidley to develop first draft of term sheet concerning statement of work and contemplate SLEs. Action item: Sidley to recirculate 2 page chart that provides overview of differences (pros/cons) between two models Action item: Client committee to instruct Sidley to share stress tests for PTI entity and Board as it may become constituted Action item: Reach out to ICANN (legal) to obtain input on these questions (#2-3). Action item: develop FAQ to complement information provided in the public comment forum. Notes 1. Opening Remarks 2. CCWG dependencies and the new draft proposal from CCWG * CCWG has published its report for public comment. The report does not contain consensus recommendations at this stage. Report shares current thinking of the CCWG to determine whether the community supports the direction of the CCWG. * In certain cases options have been included, in other solutions / answers have been included where more traction was clear. * Nothing is cast in concrete -CCWG is eagerly waiting for community input. * To facilitate review by the community: Report includes an executive summary to facilitate review, appendices provide further details to support the body of the report, Xplane has provided a visualization of the report, two webinars on 11 May (see <https://community.icann.org/x/rYQ0Aw> https://community.icann.org/x/rYQ0Awfor further details) * 4 Building blocks: Community, Board, Constitution (Bylaws), Independent Review Process. Community empowerment mechanisms identified: recall ICANN Board, removal of individual board members, veto to changes to certain sections of Bylaws, possible to reject strategic plan / budget when Board hasn't sufficiently considered community input, through fundamental bylaws (so it is more difficult to change these). Enhancements proposed to independent review process (see slide 9). * Different models are being discussed to implement these new powers: designator and membership model (see slide 2 of graphic representation). Membership model would allow for operationalize community powers as well as with the ability to enforce. * Each community power slide outlines the specific power in further detail, including the triggering mechanism. * Report also contains specific questions to facilitate feedback. * With regards to CCWG dependencies, see paragraph 42 on page 12 of the CCWG draft proposal. CCWG has attempted to take all concerns of the CWG into account as per requirements provided. * CCWG Timeline - a second public comment period is foreseen for July/August to allow for community input on updates / changes that may have been made as a result of community input on the initial proposal. * Target for Board adoption during the ICANN meeting in Dublin. Board is actively participating in the CCWG through a liaison which should enable the Board to provide input throughout the process and facilitate consideration of the proposal at the end of the day. * No questions have been raised so far concerning the CWG requirements. b. Review #34-40 on Sidley's Punch List * CWG to continue monitoring CCWG progress * Further work may need to be undertaken in relation to the separation process (is work in progress) * What if the Board in Dublin would reject critical elements of the CCWG proposal which the CWG's work is dependent? Need to mitigate against that possibility. * Does NTIA need to sign-off on CCWG recommendations? Understanding is that it is just the Board that would adopt the recommendations, but NTIA would be made aware of the dependency of the CWG work on the CCWG. NTIA does view the work holistically and is expected to consider CCWG recommendations as it considers the transition proposal. Also note the importance of implementation oversight. Project plan to map out implementation of both efforts may be needed to understand what realistically can be delivered when. Action item: integrate Sidley delivery of items more specifically in project plan (also in view of possible implementation of certain items) across both efforts 3. Review of Sidley's Punch List Open discussion on these items without necessarily forcing any kind of conclusion at this stage while public comment is still open. Action item: Go back to ICANN Finance and ask for cost implications of model as currently envisioned as far as they can currently address that. Action item: CWG to review all documents provided by Sidley in relation to this discussion. a. #17-20 on Contract and SOW * * Legal input may be helpful on these items? * A possible approach could be to develop a term sheet (sets out high level principles) for the agreement between PTI and ICANN? How will the contract articulate certain elements. Action item: Client committee to instruct Sidley to develop first draft of term sheet concerning statement of work and contemplate SLEs. b. #1 on PTI incorporation type * 2 page chart was circulated to compare the two options (non-profit corporation or limited liability company) * Sidley could put together some ideas concerning stress tests / scenario planning for each option that may provide further insights to the CWG and facilitate a decision on form follows function. * LLC provides more flexibility compared to non-profit corporation, would not require ICANN obtaining a new tax exemption (for non-profit it would be required). From bankruptcy perspective, non-profit corporation may be more beneficial. Action item: Sidley to recirculate 2 page chart that provides overview of differences (pros/cons) between two models Action item: Client committee to instruct Sidley to share stress tests for PTI entity and Board as it may become constituted c. #2-3 on transfer of naming functions * * Legal input may be helpful on these items? * ICANN may be in a position to answer these questions Action item: Reach out to ICANN (legal) to obtain input on these questions (#2-3). d. #4-5 PTI Board * * See item b. e. Any updates from DTs? * * DT C will have a call tomorrow * DT M has a call scheduled for next Wednesday. Request to articulate work in the form of a diagram, including timelines. * There has been little work on DT-X Separability Process. Avri has reworked the drive doc to reflect some of the options that were spoken of on the last call and the list. Little other input yet on the drive doc. Would probably be good to put this on the agenda for a future CWG meeting so that the decisions on alternate options can be made, or at least approached. 4. Work Plan for Sections IV, V, VI * Proposal to have staff prepare an initial draft for CWG review * Section IV = transition implications * Section V = NTIA requirements * Section VI = Community outreach * Initial drafts expected to be available by next week 5. AOB * Public comment page has been updated to make the proposal more clearly visible * A number of questions have emerged from webinars - the proposal is to translate these into an FAQ that is expected to aid the public comment period. Sydley memo also explains in further detail some of the rationale behind the creation of a separate legal entity. Action item: develop FAQ to complement information provided in the public comment forum. * Letter from NTIA to ICG - ICG may ask for assistance on further details on timelines. May also require co-ordination with CCWG. 6. Closing Remarks