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Notes & Action items new gTLD Auction Proceeds DT meeting
by Marika Konings May 26, 2016

May 26, 2016

Dear All, Please find below the notes & action items for today¹s meeting. Best regards, Marika Notes 05/26 Meeting These high-level notes are designed to help DT members navigate through the content of the call and are not meant as a substitute for the transcript and/or recording. The MP3, transcript, and chat are provided separately and are posted on the wiki at: https://community.icann.org/x/1SmAAw. * Target is to have draft charter ready for discussion in Helsinki * Check on publication date for Helsinki 2. Principles derived from review of public comments o Finalise principles and discuss how these are to be incorporated in the draft charter * DT to determine whether there are any other principles that need to be added and discuss how these need to be translated into the charter or whether these should be annexed. * Transparency, openness and accountability are already implied by some of the requirements in the charter * Conflict of interest needs to be addressed in the charter * Lean & effective - need to see how that is addressed in the charter. This relates to the process for disbursement, not necessarily the CCWG process. * Asha and Sylvia working on possible diversity clause - hope to provide that in time for the next working. Diversity relates both to members/observers of the CCWG as well as diversity of applicants for funding. * If all these princples relate to the end product of the CCWG, then these should be incorporated specifically. DT agrees that these are principles that need to apply to the final disbursement process and as such need to be specifically called out. * Erika will talk to Xavier about financial and audit procedures that may apply to the possible disbursement process * ICANN53 Principles: Broad, open and inclusive dialogue any discussions need to be open and transparent, and allow for broad participation, listening to the views of all; Conflicts of Interest there is a need to consider conflicts of interest before work can begin; Lean process any process must be lean and cost-effective so as not to diminish funds; Separation of idea suggestion and idea selection it is important to start by sharing and brainstorming ideas prior to any structured work; Measured pace principles and strategy should be examined first before further considerations. Process should not be rushed; ICANN¹s Mission and Mandate must keep in mind that proceeds are to be used in support of ICANN¹s mission and mandate. * Not clear yet whether ICANN would disbursements on whether another entity would be assigned to do so - as such, may not be necessary to worry to much about disbursement at this stage as it may depend on the mechanism that is agreed to by the CCWG Action item #1: Review notes from ICANN53 to determine whether there were any other principles that should be added. Action item #2: Asha and Sylvia to provide proposed language on diversity in time for the next DT meeting Action item #3: Circulate updated legal & fiduciary memo and review how this is to be incorporated into the charter o Review draft text on diversity¹ for inclusion in the charter (utilising references to existing ICANN documents and bylaws) Deferred to the next meeting 3. Briefing note on fiduciary and legal constraint: o Update from Sam on modifications to briefing note based on DT input * Work on the update has been slightly delayed due to the work on the revised ICANN Bylaws. Should be available ahead of the next meeting. Action item #4: Sam to circulate updated note on legal and fiduciary constraints ahead of the next meeting. o EM to revert on (a) advice from board colleagues or external advisors on what constraints (audit or tax) on the use of proceeds might be or (b) to what extent does ICANN's mission constrain the use of funds * Board was not able to discuss this in Amsterdam due to time contraints * Board will take this up again in Helsinki. Might be problematic as it is a key section of the charter. Any heads up ahead of the meeting in Helsinki would be helpful as this may be an item on which specific input is requested from the community. Legal advice is also key in this regard. * Draft charter should facilitate flagging of items that may need further discussion and/or input, either by the DT or as part of the community discussions in Helsinki. Action item #5: Erika to work with the Board to get input ahead of the ICANN meeting in Helsinki to at least get a sense of direction. 4. Review draft charter which has been developed based on deliberations an input received to date * Problem statement: no comments * Goals & objectives: no comments * Scope: first bullet is very prescriptive, if responsibility delegated wouldn't contract spell out the requirements for compliance and audit? Consider making separate half a separate bullet. May depend on the structure, so principle should be here to guide the process regardless of which structure is chosen in the end. Disbursement by ICANN, whether it is to entity like fund or foundation, or individuals disbursement, ICANN will have certain responsibilities in relation to this disbursement. If it is through a fund or foundation, further consideration would need to be given to how certain requirements are passed through. Need to think of correct wording in the charter as the current wording may imply something that wasn't specifically intended. * Bullet #2 - change to must continue to observe the limitations to preserve tax status, seek input when necessary * Bullet #3 - consider changing should to must. Also make clear that this is not only limited to the US. * Bullet #5 - do we want to set limits on how much overhead can be added? May be possible to set max 5% limit or follow the lean principle and let it up to the CCWG to determine what that means? In the latter case, consider referring to industry best practices. Putting in absolute number is not responsibility of DT but for CCWG. Consider including a note to balance the amount of fees to maintain the recommendations as part of how they evaluate making those, factoring in industry sectors. Due dillgence needed to assess industry best practices. Overhead will be different depending on the due diligence review, monitoring, audits, etc. Depends as well on how disbursement is done. Needs careful consideration. 5. Helsinki meeting planning Cross-Community Session Tuesday 28 June from 15.15 to 16.45 6. Confirm schedule going forward: 2 June 21.00 UTC (or 3rd June), 9 June no meeting, 16 June 13.00 UTC (90 or 120 minutes), 23 June 21.00 UTC (if required) * Consider meeting on 2 June at 13.00 UTC (confirm with Jonathan that this time works for him to Chair the meeting) * Extend meetings to 90 minutes and consider whether an additional meeting is needed in the week of 9 June.

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Revised: Proposed Agenda - new gTLD Auction Proceeds Drafting Team meeting
by Alan Greenberg May 25, 2016

May 25, 2016

Revised comment. Please use this version. ============== A few comments on the Charter. Alan At 25/05/2016 12:31 PM, Marika Konings wrote: >Dear All, > >Please find below for your review the proposed >agenda for tomorrows new gTLD Auction Proceeds >meeting. Note that you will find attached a >first draft of the charter based on the >deliberations and input received to date. Do >note that some of the elements that are still >under discussion such as the principles based on >the public comments received as well as further >guidance on legal and fiduciary constraints have >not been included yet, but hopefully you will >find this a useful starting point. > >Best regards, > >Marika > >Action items from previous meeting: > > >(1) EM to revert on (a) advice from board >colleagues or external advisors on what >constraints (audit or tax) on the use of >proceeds might be or (b) to what extent does >ICANN's mission constrain the use of funds? > >(2) Legal document with comments from Sylvia and >Jonathan needs to be resent to SE for incorporation in the next draft. > >(3) DT to agree in principle on the recommended >terms for inclusion in the Charter. > >(4) DT to review and modify language contained >within recommended terms document following >which these are to be included in the draft charter. > > > >(1) Sub-team to consider how to map these points >to be considered into the Draft Charter; > >(2) AH and SC to prepare draft text on >'diversity' for inclusion in Draft Charter >(utilising references to existing ICANN documents and bylaws) > >Action items: Draft Charter factoring in input >and deliberations to date to be prepared by >Staff and circulated ahead of the next meeting > >Action items: JR to share list of proposed meeting dates/times > >Proposed Agenda new gTLD Auction Proceeds >Drafting Team meeting Thursday 25 May at 13.00 UTC > * Roll Call / SOI > * Principles derived from review of public comments > * Finalise principles and discuss how > these are to be incorporated in the draft charter > * Review draft text on diversity for > inclusion in the charter (utilising references > to existing ICANN documents and bylaws) > * Briefing note on fiduciary and legal constraint: > * Update from Sam on modifications to briefing note based on DT input > * EM to revert on (a) advice from board > colleagues or external advisors on what > constraints (audit or tax) on the use of > proceeds might be or (b) to what extent does > ICANN's mission constrain the use of funds > * Review draft charter which has been > developed based on deliberations an input received to date (see attached) > * Helsinki meeting planning > Cross-Community Session Tuesday 28 June from 15.15 to 16.45 > * Confirm schedule going forward: 2 June > 21.00 UTC (or 3rd June), 9 June no meeting, 16 > June 13.00 UTC (90 or 120 minutes), 23 June 21.00 UTC (if required) >Content-Type: >application/vnd.openxmlformats-officedocument.wordprocessingml.document; > name="CCWG Auction Proceeds - Draft Charter - 25 May 2016.docx"; > x-mac-creator=4D535744; x-mac-type=5758424E >Content-Disposition: attachment; > filename="CCWG Auction Proceeds - Draft Charter - 25 May 2016.docx" >X-Microsoft-Exchange-Diagnostics: > >1;SN1PR0301MB2030;9:IH7wey+Ogs/niq3xQR79+13iyc8JwfRvOn/e8Q1QkzrvfM5NZuypWhLhYRbtZjZvLU/oHMCOMwKl8v4vnjkLn1okFtS01Gztnnqpo/3cvSeof388suRGmpSThfezz2Ww0uXgw2tEEtOnx8HpJ+H4JzNTXesk3Uegboy0opFAGKfuc3keGizYmDjTw+k0zltX > >Content-Type: application/pkcs7-signature; name="smime.p7s" >Content-Disposition: attachment; filename="smime.p7s" >X-Microsoft-Exchange-Diagnostics: > >1;SN1PR0301MB2030;9:IH7wey+Ogs/niq3xQR79+13iyc8JwfRvOn/e8Q1QkzrvfM5NZuypWhLhYRbtZjZvLU/oHMCOMwKl8v4vnjkLn1okFtS01Gztnnqpo/3cvSeof388suRGmpSThfezz2Ww0uXgw2tEEtOnx8HpJ+H4JzNTXesk3Uegboy0opFAGKfuc3keGizYmDjTw+k0zltX > >Content-Type: text/plain; charset="us-ascii" >Content-Transfer-Encoding: 7bit >Content-Disposition: inline >X-Microsoft-Exchange-Diagnostics: > >1;SN1PR0301MB2030;9:IH7wey+Ogs/niq3xQR79+13iyc8JwfRvOn/e8Q1QkzrvfM5NZuypWhLhYRbtZjZvLU/oHMCOMwKl8v4vnjkLn1okFtS01Gztnnqpo/3cvSeof388suRGmpSThfezz2Ww0uXgw2tEEtOnx8HpJ+H4JzNTXesk3Uegboy0opFAGKfuc3keGizYmDjTw+k0zltX > >_______________________________________________ >Dt-cwg-auctionproceeds mailing list >Dt-cwg-auctionproceeds(a)icann.org >https://mm.icann.org/mailman/listinfo/dt-cwg-auctionproceeds

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Proposed Agenda - new gTLD Auction Proceeds Drafting Team meeting
by Marika Konings May 25, 2016

May 25, 2016

Dear All, Please find below for your review the proposed agenda for tomorrow¹s new gTLD Auction Proceeds meeting. Note that you will find attached a first draft of the charter based on the deliberations and input received to date. Do note that some of the elements that are still under discussion such as the principles based on the public comments received as well as further guidance on legal and fiduciary constraints have not been included yet, but hopefully you will find this a useful starting point. Best regards, Marika Action items from previous meeting: (1) EM to revert on (a) advice from board colleagues or external advisors on what constraints (audit or tax) on the use of proceeds might be or (b) to what extent does ICANN's mission constrain the use of funds? (2) Legal document with comments from Sylvia and Jonathan needs to be resent to SE for incorporation in the next draft. (3) DT to agree in principle on the recommended terms for inclusion in the Charter. (4) DT to review and modify language contained within recommended terms document following which these are to be included in the draft charter. (1) Sub-team to consider how to map these points to be considered into the Draft Charter; (2) AH and SC to prepare draft text on 'diversity' for inclusion in Draft Charter (utilising references to existing ICANN documents and bylaws) Action items: Draft Charter factoring in input and deliberations to date to be prepared by Staff and circulated ahead of the next meeting Action items: JR to share list of proposed meeting dates/times Proposed Agenda new gTLD Auction Proceeds Drafting Team meeting Thursday 25 May at 13.00 UTC 1. Roll Call / SOI 2. Principles derived from review of public comments > * Finalise principles and discuss how these are to be incorporated in the > draft charter > * Review draft text on diversity¹ for inclusion in the charter (utilising > references to existing ICANN documents and bylaws) 3. Briefing note on fiduciary and legal constraint: > * Update from Sam on modifications to briefing note based on DT input > * EM to revert on (a) advice from board colleagues or external advisors on > what constraints (audit or tax) on the use of proceeds might be or (b) to what > extent does ICANN's mission constrain the use of funds 4. Review draft charter which has been developed based on deliberations an input received to date (see attached) 5. Helsinki meeting planning Cross-Community Session Tuesday 28 June from 15.15 to 16.45 6. Confirm schedule going forward: 2 June 21.00 UTC (or 3rd June), 9 June no meeting, 16 June 13.00 UTC (90 or 120 minutes), 23 June 21.00 UTC (if required)

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Auction Proceeds: Sub-team review of general principles
by David Tait May 23, 2016

May 23, 2016

Dear DT members On behalf of Erika Mann and Russ Mundy I am pleased to share a very brief note of the general principles which the sub-team have identified as having arisen from the public comments receive on the New gTLD Auction Proceeds. Additionally, the sub-team has identified some items for further discussion by the full DT and one document for further review. Kind regards, David David A. Tait Policy Specialist (Solicitor qualified in Scotland) Internet Corporation for Assigned Names and Numbers (ICANN) Mobile: + 44-7864-793776 Email: david.tait(a)icann.org www.icann.org

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Re: [Dt-cwg-auctionproceeds] Proposed agenda - new gTLD Auction Proceeds DT meeting
by Lauren Allison May 23, 2016

May 23, 2016

Dear All, On behalf of Sam Eisner, I am sending a copy of the terms recommended for inclusion in the Charter (see attached) distilled by Sam from the more detailed legal and fiduciary memo. This relates to action item (i) below and agenda item 2. Sam is currently in transit with limited connectivity, so may be unable to make the call. Best wishes, Lauren From: <dt-cwg-auctionproceeds-bounces(a)icann.org> on behalf of Marika Konings <marika.konings(a)icann.org> Date: Wednesday, May 11, 2016 at 9:45 AM To: "dt-cwg-auctionproceeds(a)icann.org" <dt-cwg-auctionproceeds(a)icann.org> Subject: [Dt-cwg-auctionproceeds] Proposed agenda - new gTLD Auction Proceeds DT meeting Dear All, Please find below the proposed agenda for the next new gTLD Auction Proceeds Drafting Team meeting which has been scheduled for Thursday 12 May at 21.00 UTC. As a reminder, please take note of the following action items from last week’s meeting: Action Items: (i) SE to map and extract key points from the Legal Note which must go in the Charter; (ii) EM as chair of audit committee to further review points raised in Legal Note and revert on constraints which might exist; (iii) all DT to review latest draft of the charter and provide input; (iv) EM and AH to ask Board to provide input on "support directly" v "consistent with" ICANN's mission as to the possible limitation on use of funds. What discretion is available to the DT?; (v) all DT to complete review of sub-team consideration of public comments; and (vi) EM and RM to distill general principles from public comments Best regards, Marika Proposed Agenda – new gTLD Auction Proceeds Drafting Team meeting – Thursday 12 May at 21.00 UTC Roll Call / SOI Briefing note on fiduciary and legal constraint: Further comments / questions from DT (see latest version attached which includes comments from Jonathan and Sylvia) Update from Sam on which elements need to be reflected in the charter Update from Erika on which further constraints may exist from the perspective of the audit committee Finalize review of public comments and identification of which items should be considered in relation to the development of the charter Discuss comments from DT (if any are received) Erika and Russ to provide update on distillation of general principles from public comments Review and consideration of next steps in relation to charter section questions and example language (see latest version attached which includes comments from Alan and Sylvia) Helsinki meeting planning – (tentatively) Tuesday 28 June from 13.30 to 14.45 as part of the GNSO schedule Confirm next meeting – 26 May at 13.00 UTC

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Auction Proceeds DT Meeting 12/05/16: Notes, Outcomes and Action items
by David Tait May 16, 2016

May 16, 2016

Dear All Please find below the outcomes and action items from yesterday’s meeting: Item 2. Briefing note on fiduciary and legal constraint: Notes: ICANN memo on fiduciary and legal constraints is applicable to both the Charter and the subsequent work by the CWG. Sam and Xavier are updating the memo to address some of the questions and comments raised by the DT. Key terms for inclusion in charter received from SE. Consideration should be given to weaving these principles into the Draft Charter. Audit committee to discuss matter potential limitations on disbursement of funds. Action items: (1) EM to revert on (a) advice from board colleagues or external advisors on what constraints (audit or tax) on the use of proceeds might be or (b) to what extent does ICANN's mission constrain the use of funds? (2) Legal document with comments from Sylvia and Jonathan needs to be resent to SE for incorporation in the next draft. (3) DT to agree in principle on the recommended terms for inclusion in the Charter. (4) DT to review and modify language contained within recommended terms document following which these are to be included in the draft charter. Item 3. Finalize review of public comments and identification of which items should be considered in relation to the development of the charter Notes: Sub-team identified a number of items for the Draft Charter and those for the CCWG to address itself. Some of those in the former were "principles" for the CCWG to use in their work. There were several other areas for discussion by full DT. These are (broadly): Diversity; Mission statement and values; and Principles of disbursement. Possible resolution: When the CWG develops its principles it should be mindful of those identified in the public comment. Action Items: (1) Sub-team to consider how to map these points to be considered into the Draft Charter; (2) AH and SC to prepare draft text on 'diversity' for inclusion in Draft Charter (utilising references to existing ICANN documents and bylaws) Item 4. Review and consideration of next steps in relation to charter section questions and example language (see latest version attached which includes comments from Alan and Sylvia) Notes: Need for working Draft of Charter. Action items: Draft Charter factoring in input and deliberations to date to be prepared by Staff and circulated ahead of the next meeting Item 5. Helsinki meeting planning – (tentatively) Tuesday 28 June from 15.15 to 16.45 Notes: Session upgraded to cross-community session. Consideration will have to be given to how to structure that session. Item 6. Confirm next meeting – 26 May at 13.00 UTC Action items: JR to share list of proposed meeting dates/times David A. Tait Policy Specialist (Solicitor qualified in Scotland) Internet Corporation for Assigned Names and Numbers (ICANN) Mobile: + 44-7864-793776 Email: david.tait(a)icann.org www.icann.org

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mp3 and attendance new gTLD Auction Proceeds Drafting Team 12 May 2016
by Terri Agnew May 13, 2016

May 13, 2016

Dear All, Please find the MP3 recording for the new gTLD Auction Proceeds Drafting Team held on 12 May 2016 at 13:00 UTC: http://audio.icann.org/gnso/gnso-new-gtld-auction-proceeds-12may16-en.mp3<http://mailer.samanage.com/wf/click?upn=NrFWbrBstcrPWP369qgbqlXiSKeL20xnUXz…> On page: http://gnso.icann.org/en/group-activities/calendar#may The recordings and transcriptions of the calls are posted on the GNSO Master Calendar page: http://gnso.icann.org/en/group-activities/calendar Mailing list archives: http://mm.icann.org/pipermail/dt-cwg-auctionproceeds/ Wiki page: https://community.icann.org/x/px6AAw Attendees: ALAC Alan Greenberg ASO Sylvia Cadena ccNSO Will not be participating in the drafting team GAC none GNSO Jonathan Robinson Tony Harris RSSAC none SSAC Russ Mundy Board Board Liaisons Erika Mann Asha Hemrajani Board appointed staff advisors none Apologies: none ICANN staff: Marika Konings Lauren Allison Vinciane Koenigsfeld Julie Hedlund Glen de Saint Gery David Tait Terri Agnew ** Please let me know if your name has been left off the list ** Thank you. Kind regards, Terri Agnew ------------------------------- Adobe Connect chat transcript for Thursday, 12 May 2016 Terri Agnew:Welcome to the New gTLD Auction Proceeds CCWG Charter Drafting Team held on Thursday, 12 May 2016 Sylvia Cadena:Hi everyone Asha Hemrajani:Hello all Asha Hemrajani:Terry I would like to test my microphone Jonathan Robinson:Hello All Asha Hemrajani:I am speaking Sylvia Cadena:a bit of echo on the line Jonathan Robinson:Hi Asha. We hear you clearly on the dial out but there may be echo from your computer mic? Asha Hemrajani:I have muted my computer mic already Jonathan Robinson:THanks Asha. Asha Hemrajani:Sylvia, please see my chat text to you Jonathan Robinson:Someone has an open mic? Lauren Allison:Point of Information: Sam and Xavier will be working to update and finalize this document so that it can be referenced by the CCWG Lauren Allison:501 3c Erika Mann:I'm fine with your recommendation Jonathan Jonathan Robinson:Thanks Erica Sylvia Cadena:Thanks Erika Erika Mann: Understood ,Alan Alan Greenberg:GIven that the money the Gates Foundation has is effectively a private donation, there are no limits on what it can do, other than with respect to protecting its own tax status (if they care about that). Erika Mann:Jonathan +1 Lauren Allison:I believe I have that, and if not, will make sure to update her Lauren Allison:Appreciate if the policy staff can work with me on making sure I have the right draft Sylvia Cadena:Exactly Alan, that is why choosing the actual mechanisms has many different rules. Sylvia Cadena:The reason why most of those people establish foundations is actually to pay less taxes or no taxes at all Sylvia Cadena:Take then off line Erika Mann:Take it off line Sylvia Cadena:can someone share the text by email? apologies if it was shared already Sylvia Cadena:I hav enot checked my email this morning yet Erika Mann:Russ David Tait:@sylvia the document should be on screen now Sylvia Cadena:Yes Sylvia Cadena:Great, agree with the principles identified. They are very good guiding principles for the WG Erika Mann:Indeed, it was mentioned in the comments Erika Mann:Guidelines is a better term indeed Asha Hemrajani:@Alan how about guiding principles Asha Hemrajani:@Alan how about "guiding principles" Erika Mann:Asha - guiding princples we call the whole list you see on the screen Asha Hemrajani:yes isn't that what Alan was referring to Asha Hemrajani:or was Alan only referring to the disbursement guidelines Erika Mann:Asha - Alan was in particular talking about the third bullet point /"princiles for disbursement' and instead of principle Alan recommended to use the term guidelines. I think he's right. Just for this particular topic. Asha Hemrajani:yes that is what I just mentioned Asha Hemrajani:agree that it should be guidelines Sylvia Cadena:Yes, Jonathan, I agree. That is a good approach. Erika Mann:Jonathan +1 Sylvia Cadena:Yes, I made the point that diversity should be included to make sure it is not overlooked. Sylvia Cadena:And yes, I made a point about not spelling out the mission and core values, as they are under revision. If they change Sylvia Cadena:+ 1 Asha. Yes, I agree. Diversity should be included from the charter, so it is carried on by the WG. Diversity understood as geographical, communitities that ICANN serves, as well as benefitiaries. Sylvia Cadena:Yes, I can help with that. Sylvia Cadena:Happy to work with Asha on that. Sylvia Cadena:+1 Asha. Sylvia Cadena:I think we should mention the principles that were clustered on the review of public comments. but leaving the door open for the WG to nclude others if they see fit Erika Mann:Sylvia - indeed, there might be relevant principles not covered yet Asha Hemrajani:@sylvia RussMundy-SSAC:@Sylvia: I agree that it would be fine for the CCWG itself to add more general principles Asha Hemrajani:@sylvia, which public comments are you referring to? Sylvia Cadena:The public comments that were reviewed to share the clusters Sylvia Cadena:Erica was on that subgroup I think Erika Mann:Asha - DT/Charter received public comments. Russ and I reviewed them. And they are captured in the list you just saw as 'guiding principles' Erika Mann:The comments captrued other points as well of course. Sylvia Cadena:I agree Jonathan. Please rush :) Sylvia Cadena:It will be wonderful to get some progress on the actually document Asha Hemrajani:@erika ok, I had lost internet connection so had missed out part of the discussion Erika Mann:Jonathan - you are right RussMundy-SSAC:@Jonathan: I agree let's focus on the charter document itself Sylvia Cadena:Australia Sylvia Cadena:Yes, it is Sylvia Cadena:For me it was 7:00 am today Lauren Allison:this one is the one that starts at 5am for Asha Erika Mann:Timing: no, not really a good timing. Erika Mann:Asha, we can't move the time even later for Asia, otherwise Europe can't go to bed at all. Sylvia Cadena:I appreciate that there is an attempt to alternate and be accommodating. Sylvia Cadena:As long as it is not 3:00 am my time is ok :) Erika Mann:Thank you all! Sylvia Cadena:Sorry, lost the audio Asha Hemrajani:well at least we are alternating, appreciate that! Asha Hemrajani:thanks all Sylvia Cadena:Thank you all

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Proposed agenda - new gTLD Auction Proceeds DT meeting
by Marika Konings May 11, 2016

May 11, 2016

Dear All, Please find below the proposed agenda for the next new gTLD Auction Proceeds Drafting Team meeting which has been scheduled for Thursday 12 May at 21.00 UTC. As a reminder, please take note of the following action items from last week¹s meeting: Action Items: (i) SE to map and extract key points from the Legal Note which must go in the Charter; (ii) EM as chair of audit committee to further review points raised in Legal Note and revert on constraints which might exist; (iii) all DT to review latest draft of the charter and provide input; (iv) EM and AH to ask Board to provide input on "support directly" v "consistent with" ICANN's mission as to the possible limitation on use of funds. What discretion is available to the DT?; (v) all DT to complete review of sub-team consideration of public comments; and (vi) EM and RM to distill general principles from public comments Best regards, Marika Proposed Agenda new gTLD Auction Proceeds Drafting Team meeting Thursday 12 May at 21.00 UTC 1. Roll Call / SOI 2. Briefing note on fiduciary and legal constraint: > * Further comments / questions from DT (see latest version attached which > includes comments from Jonathan and Sylvia) > * Update from Sam on which elements need to be reflected in the charter > * Update from Erika on which further constraints may exist from the > perspective of the audit committee 3. Finalize review of public comments and identification of which items should be considered in relation to the development of the charter > * Discuss comments from DT (if any are received) > * Erika and Russ to provide update on distillation of general principles from > public comments 4. Review and consideration of next steps in relation to charter section questions and example language (see latest version attached which includes comments from Alan and Sylvia) 5. Helsinki meeting planning (tentatively) Tuesday 28 June from 13.30 to 14.45 as part of the GNSO schedule 6. Confirm next meeting 26 May at 13.00 UTC

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Auction Proceeds DT Meeting 05/05/16: Notes, Outcomes and Action items
by David Tait May 5, 2016

May 5, 2016

Dear All Please find below the outcomes and action items from today’s meeting: Item 2. Update from Sam Eisner (ICANN Legal) re: Briefing note on fiduciary and legal constraints Legal Note lays out both legal and financial/fiduciary constraints which are often closely related. Intention to provide a tool useful to both DT and future CCWG. Even within 501(c)(3) entities ICANN is somewhat unusual. Initial disbursements must be consistent with ICANN's mission, thereafter the recipient must also utilize those funds for the purposes for which they were allocated. The mechanism for ensuring this compliance will require further elaboration, however, these principles will have to considered at every stage of the work. This should not bind the DT or WG to a particular model of allocating/managing the funds. In chartering WG the DT could require that any solutions which the WG determines appropriate should to the best extent possible be globally neutral and avoid favoring any region or country from which an applicant may originate. At what stage does consideration of which particular categories of applicants (i.e. other 501(3)(c) or individuals) will be able to receive funds have to take place? Processes put in place by DT/WG should not exclude particular actors. What would differentiation of the awarding of these funds from the ordinary awarding of contracts by ICANN to contractors within the ecosystem? This can be very different from normal contracting/operations as there is no expectation of return but rather to achieve objectives "consistent with" ICANN's mission. The meaning of "consistent with" may require to be further elaborated. Important for DT to highlight the broad principles to be complied with but these should be primarily resolved by the contract awarding the funds. Three work products for DT/WG to potentially produce: (a) Draft charter (b) Principles for use of funds and (c) Final proposal on utilization of funds. Consideration could be given to requiring that the WG should put in a conflict of interest policy which is on a par with the most stringent within ICANN i.e. at board level. Will the WG (a) design a process for distributing funds, or (b) also narrow the scope of fund allocation, or (c) actually make determinations about funding decisions? This will impact upon the degree of statement of interest/conflict of interest policy which should apply. DT needs to be 100% clear on whether or not CWG is confined to process / structure NOT disbursement. Requirements for transparency/representation may be compromised in the context of a WG which allocated funds by stringent conflict of interest policies. This perhaps promotes a position in which the WG does not undertake this work. Action Items: (i) SE to map and extract key points from the Legal Note which must go in the Charter; (ii) EM as chair of audit committee to further review points raised in Legal Note and revert on constraints which might exist; (iii) all DT to review latest draft of the charter and provide input; (iv) EM and AH to ask Board to provide input on "support directly" v "consistent with" ICANN's mission as to the possible limitation on use of funds. What discretion is available to the DT?; (v) all DT to complete review of sub-team consideration of public comments; and (vi) EM and RM to distill general principles from public comments Future Discussion points: how specific will the Charter be on the role of the WG in dispersing funds and what are the accompanying requirements DT provisional determination: WG will not undertake the disbursement of funds directly and instead frame principles, processes and high level allocation of funds The following items were not dealt with due to insufficient time: 3. Finalize review of public comments and identification of which items should be considered in relation to the development of the charter (see latest version attached) 4. Review and consideration of next steps in relation to charter section questions and example language (see latest version attached) 5. Helsinki meeting planning 6. Confirm next meeting – 12 May at 21.00 UTC David A. Tait Policy Specialist (Solicitor qualified in Scotland) Internet Corporation for Assigned Names and Numbers (ICANN) Mobile: + 44-7864-793776 Email: david.tait(a)icann.org www.icann.org

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mp3 and attendance new gTLD Auction Proceeds Drafting Team 05 May 2016
by Terri Agnew May 5, 2016

May 5, 2016

Dear All, Please find the MP3 recording for the new gTLD Auction Proceeds Drafting Team held on 05 May 2016 at 13:00 UTC: http://audio.icann.org/gnso/gnso-new-gtld-auction-proceeds-05may16-en.mp3<http://mailer.samanage.com/wf/click?upn=NrFWbrBstcrPWP369qgbqlXiSKeL20xnUXz…> On page: http://gnso.icann.org/en/group-activities/calendar#may The recordings and transcriptions of the calls are posted on the GNSO Master Calendar page: http://gnso.icann.org/en/group-activities/calendar Mailing list archives: http://mm.icann.org/pipermail/dt-cwg-auctionproceeds/ Wiki page: https://community.icann.org/x/px6AAw Attendees: ALAC Alan Greenberg ASO Sylvia Cadena ccNSO Will not be participating in the drafting team GAC Olga Cavalli GNSO Jonathan Robinson RSSAC SSAC Russ Mundy Lyman Chapin Board Board Liaisons Erika Mann Asha Hemrajani Board appointed staff advisors Samantha Eisner Apologies: none ICANN staff: Marika Konings Lauren Allison Vinciane Koenigsfeld Julie Hedlund Glen de Saint Gery David Tait Terri Agnew ** Please let me know if your name has been left off the list ** Thank you. Kind regards, Terri Agnew ------------------------------- Adobe Connect chat transcript for Thursday, 05 May 2016 Terri Agnew:Welcome to the New gTLD Auction Proceeds CCWG Charter Drafting Team held on Thursday, 05 May 2016 Olga Cavalli - GAC:Hi Terri can you enable my audio on adobe? Terri Agnew:Hi Olga, yes, mics will be active. This call will begin in 30 minutes. Olga Cavalli - GAC:sure thanks Terri Agnew:Mics are now active Erika Mann:I'm in but I think someone put me again on forced mute Terri Agnew:Hi Erika, you will need to active your mic. Directions are on screen now Erika Mann:Terri, the problem is always the same, 'someone' puts me when I enter on mute. I can see the curser moving. I mentioned this before. On my end, I'm fine, not muted. Terri Agnew:Would you like the op to dial out to you on the telephone? Erika Mann:I re-changed settings on my end as well, let's try if it works Sylvia Cadena 2:A lot of echo coming from Jonathan's line Asha Hemrajani:Good evening RussMundy-SSAC:I'm dialed in to the audio bridge but am not hearing anything Asha Hemrajani:lot of echo when Terri speaks on the audio bridge RussMundy-SSAC:dialed back in am now on Sylvia Cadena 2:A lot of echo Sylvia Cadena 2:Thank you Terri. Thanks Jonathan, no comments to the agenda from my side. Sylvia Cadena 2:Agree, Erika Mann:Sam - there were two comments from Alan as well Jonathan Robinson:That's helpful Sam. It speaks to the ongoing chain of accountability of a donation Olga Cavalli:sorry I had to change my coputer Asha Hemrajani:Yes I think Sam has already addressed Alan's two comments via email already, but worthwhile to discuss those again after we go through Jonathan's comments. Erika Mann:I raise my hand Sylvia Cadena 2:I also have raised my hand Erika Mann:Lauren/Terry - you have to unmute me! Terri Agnew:@Erika, I will unmute you Terri Agnew:@Erika, I have muted you again Erika Mann:Thanks Terri Erika Mann:Jonathan, I like to come back Sylvia Cadena 2:I realy agree with that. Very important to address it as you so clearly point it out. Asha Hemrajani:Agree Jonathan, that is something we should pick up on again Sylvia Cadena 2:Agree with Alan. Olga Cavalli:+ 1 to Alan Erika Mann:I think we need a reference in the Charter that the allocation of the funds must be appropriate to the mission/core values and must the respect the tax-excempt status ... Asha Hemrajani:Sylvia, I cannot make out what you are saying - your voice is very muffled Alan Greenberg:If I understood Russ's comment correctly, I have the same concern. If we must narrowly adhere to ICANN 's mission, I am not sure how we differentiate from our regular work and what this money will be used for. Alan Greenberg:That is why I asked about the AG reference to "doing good things with regard to the Internet" where I thought we had our largest leveage. Alan Greenberg:leverage RussMundy-SSAC:yes, Alan, that is my concern RussMundy-SSAC:although it may not be feasible, the informal guidance I have from ssac members is that doing things for the "good of the Internet" is a highly desirable result Erika Mann:Jonathan, I have a direct point to make Lyman Chapin (SSAC):@Russ +1 RussMundy-SSAC:but may not fully fit ICANN mission Jonathan Robinson:@Russ. "Consitent with" may be the helpful phrase here RussMundy-SSAC:Thanks Jonathan & Sam, this is very helpful Alan Greenberg:@Jonathan. YES, that would be very good. COnsistant with is FAR better than furthering the mission. Alan Greenberg:My poster child for something that we should be able to do is fund Internet Exchange Points. There is great value to the internet in developing regions, and is certainly not counter to our mission, but it is IN our mission. Olga Cavalli:good point Alan Asha Hemrajani:I am having difficulty understanding Sylvia, could someone summarize what she is saying? Alan Greenberg:Saying that the requirement to explain how a project meets out mission is a responsibility of the applicant to document in application. Alan Greenberg:Not to be specified in detail by us or ccwg Erika Mann:Agree Alan Asha Hemrajani:Thanks Alan for transcribing Sylvia's point - yes agree with that. Sylvia Cadena 2:Thanks Alan :) Sylvia Cadena 2:My only comment there, will be to expand that to involvement on political activities and lobbying not only on the US space, but also globally. Asha Hemrajani:No worries Sam! totally understand! Erika Mann:Sylvia is right Asha Hemrajani:Yes agree Sylvia Sylvia Cadena 2:Yes, fully agree with spending more time and do a deep review to provide clear guidelines for the conflict of interests. Agree with Asha. The more that can be done on that front the better Alan Greenberg:Are we talking about the individuals on the CCWG, or those making the funding decisions? Samantha Eisner:Apologies again for the background noise here. 1300 UTC calls are normally quiet times in my house! Erika Mann:Asha, state their conflict of interest but not their interest ... tiny difference but relevant Asha Hemrajani:@Alan, I would think both Erika Mann:Alan - only those involved in the dstribution of the fund Sylvia Cadena 2:I think on both Alan. Sylvia Cadena 2:Agree with Asha. Declare your interest, not only the conflict of interest Sylvia Cadena 2:I believe that will be to decide on the process. Sylvia Cadena 2:100% agree with Alan. Erika Mann:Agree with Alan Sylvia Cadena 2:The CCWG should not be the ones to make decisions. RussMundy-SSAC:I fully agree with what Alan is saying Sylvia Cadena 2:Thanks Alan. Agree. Olga Cavalli:+1 to Alan Sylvia Cadena 2:I understand, but due to the amount of the money at play, it is very important to be very stringent and point any potential risks Erika Mann:The Echo is on my end Sylvia Cadena 2:Yes, that is my opinion Erika. We should include on the charter that the CCWG should focus on the process. Sylvia Cadena 2:Agree with Asha. Asha Hemrajani:+1 Alan Jonathan Robinson:@Alan. Agreed, this is an overarching document. that will flow through all phases of the project. Sylvia Cadena 2:Agree. Asha Hemrajani:yes agreed! We have yet to make this fundamental decision Asha Hemrajani:ok Alan, need your transcribing again Asha Hemrajani:Sylvia sounds super muffled to me for some reason :-( Sylvia Cadena 2:Sorry, will type it here Asha Hemrajani:Thanks Sylvia Sylvia Cadena 2:CCWG to focus on process, outcome to be the recommendation about what mechanism to choose to actaully allocate the funds. Each mechanism has different rules (example foundation vs endowment) so that will be very messy for the CCWG as they will be playing by all sorts of rules Asha Hemrajani:yes indeed Jonathan, this is an overarching point Sylvia Cadena 2:Thanks for extending it, really appreciate to be able to go through in enough detail to make progress Sylvia Cadena 2:100% agree with that. Rules should be drafted to allow for different types of organization to benefit /access funds Jonathan Robinson:Thinking of procees / structure / mechanics as outputs from the CWG? Asha Hemrajani:@Jonathan, I am not so sure we should rule out some level of disbursement at this stage...it could be very high level of disbursement? eg splitting the funds into eg 3 big buckets? Sylvia Cadena 2:I don't think we should discuss disbursements Sylvia Cadena 2:That should be for the CCWG to determine in my opinion. Sylvia Cadena 2:No need to apologize for that :) Sylvia Cadena 2:I already explained on my comment before, that it is the responsibility of the applicant to explain how their proposal fits or not with ICANN's mission. I think that by changing the order, you also change priorities. I do not agree Sylvia Cadena 2:It is important to have the ICANN's mission first, so that it is clear that gives scope for the funding to be allocated. Samantha Eisner:ICANN would also have an obligation to review if the mission is furthered, as actions outside of ICANN's mission could subjet ICANN to an IRP Erika Mann:Jonathan I like to say something Samantha Eisner:The applicant's explanation of how the mission is met would be a very important item in consideration, and I do agree that it should be a responsibility of the applicant to explain how the proposal fits the mission Asha Hemrajani:@sylvia re discussing disbursements, I did not mean the DT should discuss disbursements RussMundy-SSAC:I support Asha's suggestion Samantha Eisner:I'd be happy to help support efforts at extraction Asha Hemrajani:I meant that we cannot at this stage rule out that the CCWG does not do disbursements Sylvia Cadena 2:Me too, happy to help with those efforts, if there is some support from someone else Asha Hemrajani:+1 Erika Sylvia Cadena 2:I say we should rule out that they approve disbursements Lyman Chapin (SSAC):@Asha I would be very worried about convening a CCWG that would directly make disbursements, rather than design the process(es) by which disbursements will be made. Erika Mann:Jonathan- yes, even better Asha Hemrajani:Yes Jonathan, makes sense RussMundy-SSAC:+1 Lyman Sylvia Cadena 2:Will do that Jonathan. On the google doc? as comments on the word file? Erika Mann:Jonathan, one more point, we need to agree on guiding principles Russ and I identified from the comments we reviewed Asha Hemrajani:@lyman, I agree that the CCWG has to design the processes & structure. I was referring to a high level of disbursements eg could there be a situation where the CCWG decides to split the funds into foundation #1, foundation #2 and foundation #3 (example only). This is what I would call a high level of disbursement Sylvia Cadena 2:I have my hand raised Erika Mann:Agree with Alan Sylvia Cadena 2:Those will be recommendations, not disbursements. It will depend on what mechanisms are decided Asha Hemrajani:Alan is spot on - we need to get the fundamental decisions out of the way first Sylvia Cadena 2:Consistent or in line should be there. Not directly as stand there. Erika Mann:We will do this Erika Mann:Sylvia!!! Alan Greenberg:If we are tied to directly support, that is a game changer in my mind Asha Hemrajani:i got disconnected Lyman Chapin (SSAC):@Asha What concerns me is the way in which the selection of members for the CCWG might be affected by the opportunity for the CCWG itself to direct the allocation of funds - even at a high level. Asha Hemrajani:could I have a call out Asha Hemrajani:please to +6566852483 RussMundy-SSAC:Perhaps it might be better to use the term "dispursement" for funding going to an "end party" and "allocation" for funds going into some "process", e.g., a foundation Erika Mann:Asha - I took note about the comments Jonathan made when you were disconnected Asha Hemrajani:Thanks Erika Erika Mann:+ Russ Asha Hemrajani:good point Russ Sylvia Cadena 2:ok Lyman Chapin (SSAC):@Russ That might work Asha Hemrajani:ok back in again Jonathan Robinson:@Russ. Thank-you. Helpful distinction to make between allocation / apportionment adn disbursement Asha Hemrajani:I see your point Lyman Asha Hemrajani:yes apportionment is a good way to describe it Jonathan Asha Hemrajani:the guiding principles will have to come out from Sam's split into the categories RussMundy-SSAC:Yes, I'm fine with this Erika Mann:Russ, are you fine with this? Asha Hemrajani:split of her document I mean Sylvia Cadena 2:Agree with Jonathan, and apologies for being silence on email, but commit to sent comments by email on the document that Jonathan's shared Erika Mann:Jonathan can you repeat your quesiton Sylvia Cadena 2:Not me. Not to allocate. Sylvia Cadena 2:It was an old hand, sorry. Olga Cavalli:not me Sylvia Cadena 2:No, the CWG should not be responsible for allocating funds Erika Mann:Not me Sylvia Cadena 2:That is not an allocation. That will be apportionment Asha Hemrajani:No, I had not thought the CCWG would do the detailed level of disbursements, but I did envision that the CCWG could do some high level allocations Erika Mann:Jonathan +1 RussMundy-SSAC:Jonathan +1 Sylvia Cadena 2:+1 Asha Hemrajani:very useful discussion indeed Samantha Eisner:+1 Sylvia Cadena 2:Very useful, thank you all Olga Cavalli:bye thanks! RussMundy-SSAC:very good call Sylvia Cadena 2:Bye thanks RussMundy-SSAC:bye Asha Hemrajani:Bye Erika Mann:Thanks!

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