Thanks Marika,

I have reviewed in some detail and provided a series of edits / comments in the attached red-line version.

Jonathan

From: Marika Konings [mailto:marika.konings@icann.org]
Sent: 30 May 2016 14:02
To: dt-cwg-auctionproceeds@icann.org
Subject: [Dt-cwg-auctionproceeds] For your review - updated charter

Dear All,

Please find attached for your review an updated version of the draft charter taking into accounts the comments and edits discussed during Tuesday’s meeting (see below). Note that I have removed the comments from Alan that (hopefully) have been addressed by the edits made. You are encouraged to add any further comments and/or edits you may have to this version. 

The next meeting has been scheduled for Thursday 2 June at 13.00 UTC.

Best regards,

Marika

Marika Konings

Senior Policy Director & Team Leader for the GNSO, Internet Corporation for Assigned Names and Numbers (ICANN) 

Email: marika.konings@icann.org

Follow the GNSO via Twitter @ICANN_GNSO

Find out more about the GNSO by taking our interactive courses and visiting the GNSO Newcomer pages.

From: <dt-cwg-auctionproceeds-bounces@icann.org> on behalf of Marika Konings <marika.konings@icann.org>
Date: Thursday 26 May 2016 at 08:22
To: "dt-cwg-auctionproceeds@icann.org" <dt-cwg-auctionproceeds@icann.org>
Subject: [Dt-cwg-auctionproceeds] Notes & Action items new gTLD Auction Proceeds DT meeting

Dear All,

Please find below the notes & action items for today’s 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; ICANN’s Mission and Mandate – must keep in mind that proceeds are to be used in support of ICANN’s 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 ‘diversity’ 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.