Dear Friends and Colleagues: This issue about the employment conditions of the IANA/PTI staff is neither new nor unexpected. I recall pointing out some time ago that the PTI concept would encounter the rights and expectations of the IANA employees. (a) the IANA staff have every right to expect that their employment conditions would be integrally transitioned to PTI. This would include their rights arising, in ICANN, from seniority, promotion prospects, pension rights, health insurance, educational costs, and whatever else is covered in their current contracts with ICANN. (b) in the light of the preference that the IANA staff have apparently already expressed, I doubt that CWG would wish to be associated with creating additional uncertainties and risks arising from destabilising the employment conditions of the critical staff concerned. ( c) should it be the case - as David Maher has suggested - that secondment might undermine the concept of PTI being a separate corporation, then so be it. I believe that I am not alone in thinking that a successful transition does not require a separate corporation. Regards to you all CW PS: (Disclaimer) The above position is derived from first principles and a strongly held interest in the success of the transition. I have had no personal contact about this with any of the current IANA staff, or - indeed - about anything else. On 15 Jun 2016, at 16:44, Jonathan Robinson <jrobinson@afilias.info> wrote:

Sharon,

Grace is correct, we will walk through the proposed CWG responses to your questions of us relating to the bylaws (which we have tabulate for ease of reference). But, we may need your input in the event of specific questions.

In addition, there may be some discussion about the structure of the PTI / ICANN relationship and the requirement (or not) for a contract or contracts.

In addition, there may be a question or two on the Annex C work.

Finally, we have a specific new question around the proposed secondment of ICANN staff to PTI. ICANN is proposing to provide all current and future staff to PTI under secondment. ICANN has recently provided their rationale for such a structure (attached) and the questions that arise are:

1. Does this raise any general concerns? 2. We have had input via one of our members (copied immediately below) in which they raise a specific question has been raised. We will appreciate your input on this.

“In the Sidley draft legal memo regarding PTI and ICANN (April 18, 2015), they say: “This will ensure that the IANA naming functions is both functionally and legally “ring fenced” from the ICANN entity.” The proposed secondment of virtually all PTI personnel from ICANN appears to me to pose a legal risk that PTI would not be considered a separate corporation under California law. I suggest that Sidley be asked to look into this. ”

Thank-you,

Jonathan

From: Grace Abuhamad [mailto:grace.abuhamad@icann.org] Sent: 14 June 2016 19:36 To: Flanagan, Sharon <sflanagan@sidley.com>; Client Committee <cwg-client@icann.org> Subject: Re: [client com] Request for Sharon to attend CWG call on Thursday

Hi Sharon,

I just sent out the agenda email and copied you. My understanding is that the Chairs will lead the discussion on legal issues, but that they would like you to be available should any questions arise. There is a Google document that we are using to draft responses to the PTI Bylaws and AoI footnotes, so you could view that document in advance of the call should you want to get a sense of where the draft stands at this stage. The link to the document is in the agenda.

Hope this helps, 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. STAY UPDATED. FOLLOW. ENGAGE.

From: Sharon Flanagan <sflanagan@sidley.com> Date: Tuesday, June 14, 2016 at 12:32 PM To: Grace Abuhamad <grace.abuhamad@icann.org>, Client Committee <cwg-client@icann.org> Subject: RE: Request for Sharon to attend CWG call on Thursday

I’m available. Can you please provide an agenda and any information about our anticipated role on the call?

Thanks

SHARON R. FLANAGAN

SIDLEY AUSTIN LLP +1 415 772 1271 sflanagan@sidley.com

From: cwg-client-bounces@icann.org [mailto:cwg-client-bounces@icann.org] On Behalf Of Grace Abuhamad Sent: Tuesday, June 14, 2016 9:26 AM To: Client Committee Subject: [client com] Request for Sharon to attend CWG call on Thursday

Hi Sharon,

Are you available to join the CWG-Stewardship call on Thursday (16 June) for the first hour (8-9 am pacific time)? If so, I will forward you the invite and the agenda for the meeting.

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. STAY UPDATED. FOLLOW. ENGAGE.

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