I think the revised text is consistent with the Bylaws and California law (as mentioned in the comment). I think this change prevents future confusion (e.g., allowing an action without a meeting by all sitting Directors, even if they do not constitute a quorum) by making it explicit *in this section* that a quorum is required. For the sake of brevity, one could stop the sentence after "5.11.1" but then you lose the clarifying statement about who must be in a quorum. The more you take out here, the more you depend on the reader to cross-check and cross-references for themselves. The revised text presents the complete requirement in one place, which I believe is an improvement. One could also format this somewhat differently to make it easier to read/scan (breaking it into more sentences or putting the (a) and(b) clauses on separate lines). But I don't think the level of difficulty is so high here that we need to make this change. That said, one could make the following minor revision (putting the "for avoidance of doubt" statement into a new sentence): “Any action required or permitted to be taken by the Board may be taken without a meeting, if *(a)* all *Directors* members of the Board, individually or collectively, consent in writing to the action *and (b) the number of Directors then in office constitutes a quorum as set forth in Section 5.11.1. For the avoidance of doubt, a quorum requires a majority of Directors then in office including at least one ICANN Director and at least one Nominating Committee Director*. Such written consent shall have the same force and effect as a unanimous vote of the Board taken at a meeting. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. Greg On Fri, Aug 5, 2016 at 10:12 AM, Gomes, Chuck <cgomes@verisign.com> wrote:

With due respect to Kavouss’s concern, I am okay with the revised text. I think it provides some flexibility that could be useful in certain circumstances.

Chuck

*From:* cwg-stewardship-bounces@icann.org [mailto:cwg-stewardship- bounces@icann.org] *On Behalf Of *Kavouss Arasteh *Sent:* Thursday, August 04, 2016 2:38 PM *To:* Jonathan Robinson *Cc:* cwg-stewardship@icann.org *Subject:* Re: [CWG-Stewardship] FW: [client com] CWG Comment Letter_PTI Bylaws

Dear Co-Chairs

Tks

I have some concerns about the modification as appeared in below

This is very heavy modification and difficult

“Any action required or permitted to be taken by the Board may be taken without a meeting, if *(a)* all *Directors* members of the Board, individually or collectively, consent in writing to the action *and (b) the number of Directors then in office constitutes a quorum as set forth in Section 5.11.1, which, for the avoidance of doubt, requires a majority of Directors then in office including at least one ICANN Director and at least one Nominating Committee Director*. Such written consent shall have the same force and effect as a unanimous vote of the Board taken at a meeting. Such written consent or consents shall be filed with the minutes of the proceedings of the Board.”

We need to either simplify that or take the initial text

Regards

Kavouss

2016-08-04 19:57 GMT+02:00 Jonathan Robinson <jrobinson@afilias.info>:

All,

Please see below and attached in preparation for today’s meeting.

Jonathan

*From:* Flanagan, Sharon [mailto:sflanagan@sidley.com] *Sent:* 04 August 2016 18:54 *To:* Client Committee <cwg-client@icann.org> *Subject:* [client com] CWG Comment Letter_PTI Bylaws

Dear All,

Attached is a revised draft of the CWG comment letter on the PTI bylaws which is due on August 11. We believe the only open points are #8 and 9 re budget and strategic plan.

Best regards,

Sharon

*SHARON R. FLANAGAN*

*SIDLEY AUSTIN LLP* 555 California Street Suite 2000 San Francisco, CA 94104 +1 415 772 1271 sflanagan@sidley.com www.sidley.com

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