Thank you Sam, much appreciated! Erika On Wed, May 4, 2016 at 8:46 PM, Samantha Eisner <Samantha.Eisner@icann.org> wrote:

Dear DT Members,

In advance of our call tomorrow, attached please find a discussion draft of a memo on the legal and fiduciary considerations surrounding the disbursement of the auction proceeds.

Sam

From: <dt-cwg-auctionproceeds-bounces@icann.org> on behalf of Marika Konings <marika.konings@icann.org> Date: Wednesday, May 4, 2016 at 11:03 AM To: "dt-cwg-auctionproceeds@icann.org" <dt-cwg-auctionproceeds@icann.org> Subject: [Dt-cwg-auctionproceeds] Proposed agenda - new gTLD Auction Proceeds DT

Dear All,

Please find below the proposed agenda for the next new gTLD Auction Proceeds Drafting Team meeting which is scheduled for Thursday 5 May at 13.00 UTC.

Best regards,

Marika

*Proposed Agenda – new gTLD Auction Proceeds Drafting Team meeting – Thursday 5 May at 13.00 UTC*

1. Roll call & Welcome 2. Update from Samantha Eisner on briefing note on fiduciary and legal constraints 3. Finalise 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

_______________________________________________ Dt-cwg-auctionproceeds mailing list Dt-cwg-auctionproceeds@icann.org https://mm.icann.org/mailman/listinfo/dt-cwg-auctionproceeds

To the first point, the guidebook language was drafted years ago. We have a much clearer collective understanding now, particularly through the CCWG-Accountability process, of where ICANN's mission starts and stops and where that mission might or might not intersect with projects of interest to the greater Internet community. As the CCWG on Auction Proceeds moves forward, it will be important that there are not recommendations that follow that would require ICANN to act outside of its mission. On the second point, endowing a foundation creates a layer of removal from the decisions about individual grants, but it does not remove ICANN from obligations in the proper formation of a foundation or an ongoing responsibility in making sure that the foundation meets its goals and requirements. It could be that many of the considerations detailed in the memo would be implicated at the point of forming a foundation, in the identification of the foundation's mission and limitations, and then an auditing requirement over the foundation's continued vetting of grants that it administers, and likely an ongoing involvement in the governance of the foundation. Decisions of foundation v. direct support are clearly far down the path, and I think that it's important that we don't put anything into the charter that would foreclose either avenue. Foundations present different governance concerns than developing a mechanism for direct grants, and could have different overhead costs associated. The size of grants anticipated could also be determinative of those decisions, as foundations are typically for longer term sustainable grant programs. Please note that this response is drafted for broad discussion purposes, and does not represent a formal formal legal issue memo on the development of foundations. Sam From: Alan Greenberg <alan.greenberg@mcgill.ca<mailto:alan.greenberg@mcgill.ca>> Date: Wednesday, May 4, 2016 at 12:36 PM To: Samantha Eisner <samantha.eisner@icann.org<mailto:samantha.eisner@icann.org>>, Marika Konings <marika.konings@icann.org<mailto:marika.konings@icann.org>>, "dt-cwg-auctionproceeds@icann.org<mailto:dt-cwg-auctionproceeds@icann.org>" <dt-cwg-auctionproceeds@icann.org<mailto:dt-cwg-auctionproceeds@icann.org>> Subject: Re: [Dt-cwg-auctionproceeds] Proposed agenda - new gTLD Auction Proceeds DT Thanks Sam, that helps. Two questions: 1. The wording in the AG included: "Funds must be used in a manner that supports directly ICANN's Mission and Core Values ..... to allocate funds to projects that are of interest to the greater Internet community...." These two phrases strike me as being potentially contradictory in that there are many projects of interest to the greater Internet community (and ones of great merit!) which do not diretly map onto ICANN's mission. 2. Much of your document talks about ICANN's responsibility with respect to the decisions made. To what extent, if any, does that change if ICANN does not disburse the funds but instead creates a foundation and endows that foundation with the funds? Alan At 04/05/2016 02:46 PM, Samantha Eisner wrote: Dear DT Members, In advance of our call tomorrow, attached please find a discussion draft of a memo on the legal and fiduciary considerations surrounding the disbursement of the auction proceeds. Sam From: < dt-cwg-auctionproceeds-bounces@icann.org<mailto:dt-cwg-auctionproceeds-bounces@icann.org>> on behalf of Marika Konings <marika.konings@icann.org<mailto:marika.konings@icann.org> > Date: Wednesday, May 4, 2016 at 11:03 AM To: " dt-cwg-auctionproceeds@icann.org<mailto:dt-cwg-auctionproceeds@icann.org>" < dt-cwg-auctionproceeds@icann.org<mailto:dt-cwg-auctionproceeds@icann.org>> Subject: [Dt-cwg-auctionproceeds] Proposed agenda - new gTLD Auction Proceeds DT Dear All, Please find below the proposed agenda for the next new gTLD Auction Proceeds Drafting Team meeting which is scheduled for Thursday 5 May at 13.00 UTC. Best regards, Marika Proposed Agenda - new gTLD Auction Proceeds Drafting Team meeting - Thursday 5 May at 13.00 UTC 1. Roll call & Welcome 2. Update from Samantha Eisner on briefing note on fiduciary and legal constraints 3. Finalise 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 Content-Type: application/msword; name="May 2016 - Note to Auction Proceeds Charter DT re legal and fiduciary" principles.doc" Content-Description: May 2016 - Note to Auction Proceeds Charter DT re legal and fiduciary principles.doc Content-Disposition: attachment; filename="May 2016 - Note to Auction Proceeds Charter DT re legal and" fiduciary principles.doc"; size=49152; creation-date="Wed, 04 May 2016 18:46:20 GMT"; modification-date="Wed, 04 May 2016 18:46:20 GMT" Content-ID: <23FC5CB51D1ED2469EFE9546F6C1454F@pexch112.icann.org<mailto:23FC5CB51D1ED2469EFE9546F6C1454F@pexch112.icann.org>> X-Microsoft-Exchange-Diagnostics: 1;SN1PR0301MB2030;9:MfM3oSaflLOEgwF9E234p2hVoQGuNjjxf3zkVEaJpgPAHgwKzXMghbvyeYajuQOm3TGLLhjz9dGKoJrX9oub7cahthfeVUqSgNOKiH/qa95rz4Dh1OQ3QJM4VT9RL96u5O7pJ+1QgRARdDdVaOIHSpAyd0htlIjHkswiNeRyEH4= Content-Type: text/plain; charset="us-ascii" Content-Transfer-Encoding: 7bit Content-Disposition: inline X-Microsoft-Exchange-Diagnostics: 1;SN1PR0301MB2030;9:MfM3oSaflLOEgwF9E234p2hVoQGuNjjxf3zkVEaJpgPAHgwKzXMghbvyeYajuQOm3TGLLhjz9dGKoJrX9oub7cahthfeVUqSgNOKiH/qa95rz4Dh1OQ3QJM4VT9RL96u5O7pJ+1QgRARdDdVaOIHSpAyd0htlIjHkswiNeRyEH4= _______________________________________________ Dt-cwg-auctionproceeds mailing list Dt-cwg-auctionproceeds@icann.org<mailto:Dt-cwg-auctionproceeds@icann.org> https://mm.icann.org/mailman/listinfo/dt-cwg-auctionproceeds

All, I have reviewed the memo and provided some highlights (primarily where the comment links directly to the charter), some comments and some questions on the attached copy. Overall, it seems to provide very helpful input and guidance. However, much of the content is directly relevant to the work of the CWG to follow not the current DT. That is not a criticism, in fact the document explicitly recognises this. But, we as a DT need to be mindful as to: 1. Where this contribution is directly relevant to the DT 2. Where this contribution is indirectly relevant to the DT And therefore not to let this document draw us into attempting to do the work of the CWG at this (premature) stage. I look forward to discussing further on our call. Jonathan From: Samantha Eisner [mailto:Samantha.Eisner@icann.org] Sent: 04 May 2016 21:02 To: Alan Greenberg <alan.greenberg@mcgill.ca>; Marika Konings <marika.konings@icann.org>; dt-cwg-auctionproceeds@icann.org Subject: Re: [Dt-cwg-auctionproceeds] Proposed agenda - new gTLD Auction Proceeds DT To the first point, the guidebook language was drafted years ago. We have a much clearer collective understanding now, particularly through the CCWG-Accountability process, of where ICANN's mission starts and stops and where that mission might or might not intersect with projects of interest to the greater Internet community. As the CCWG on Auction Proceeds moves forward, it will be important that there are not recommendations that follow that would require ICANN to act outside of its mission. On the second point, endowing a foundation creates a layer of removal from the decisions about individual grants, but it does not remove ICANN from obligations in the proper formation of a foundation or an ongoing responsibility in making sure that the foundation meets its goals and requirements. It could be that many of the considerations detailed in the memo would be implicated at the point of forming a foundation, in the identification of the foundation's mission and limitations, and then an auditing requirement over the foundation's continued vetting of grants that it administers, and likely an ongoing involvement in the governance of the foundation. Decisions of foundation v. direct support are clearly far down the path, and I think that it's important that we don't put anything into the charter that would foreclose either avenue. Foundations present different governance concerns than developing a mechanism for direct grants, and could have different overhead costs associated. The size of grants anticipated could also be determinative of those decisions, as foundations are typically for longer term sustainable grant programs. Please note that this response is drafted for broad discussion purposes, and does not represent a formal formal legal issue memo on the development of foundations. Sam From: Alan Greenberg <alan.greenberg@mcgill.ca <mailto:alan.greenberg@mcgill.ca> > Date: Wednesday, May 4, 2016 at 12:36 PM To: Samantha Eisner <samantha.eisner@icann.org <mailto:samantha.eisner@icann.org> >, Marika Konings <marika.konings@icann.org <mailto:marika.konings@icann.org> >, "dt-cwg-auctionproceeds@icann.org <mailto:dt-cwg-auctionproceeds@icann.org> " <dt-cwg-auctionproceeds@icann.org <mailto:dt-cwg-auctionproceeds@icann.org> > Subject: Re: [Dt-cwg-auctionproceeds] Proposed agenda - new gTLD Auction Proceeds DT Thanks Sam, that helps. Two questions: 1. The wording in the AG included: "Funds must be used in a manner that supports directly ICANN's Mission and Core Values ..... to allocate funds to projects that are of interest to the greater Internet community...." These two phrases strike me as being potentially contradictory in that there are many projects of interest to the greater Internet community (and ones of great merit!) which do not diretly map onto ICANN's mission. 2. Much of your document talks about ICANN's responsibility with respect to the decisions made. To what extent, if any, does that change if ICANN does not disburse the funds but instead creates a foundation and endows that foundation with the funds? Alan At 04/05/2016 02:46 PM, Samantha Eisner wrote: Dear DT Members, In advance of our call tomorrow, attached please find a discussion draft of a memo on the legal and fiduciary considerations surrounding the disbursement of the auction proceeds. Sam From: < dt-cwg-auctionproceeds-bounces@icann.org <mailto:dt-cwg-auctionproceeds-bounces@icann.org> > on behalf of Marika Konings <marika.konings@icann.org <mailto:marika.konings@icann.org> > Date: Wednesday, May 4, 2016 at 11:03 AM To: " dt-cwg-auctionproceeds@icann.org <mailto:dt-cwg-auctionproceeds@icann.org> " < dt-cwg-auctionproceeds@icann.org <mailto:dt-cwg-auctionproceeds@icann.org> > Subject: [Dt-cwg-auctionproceeds] Proposed agenda - new gTLD Auction Proceeds DT Dear All, Please find below the proposed agenda for the next new gTLD Auction Proceeds Drafting Team meeting which is scheduled for Thursday 5 May at 13.00 UTC. Best regards, Marika Proposed Agenda - new gTLD Auction Proceeds Drafting Team meeting - Thursday 5 May at 13.00 UTC 1. Roll call & Welcome 2. Update from Samantha Eisner on briefing note on fiduciary and legal constraints 3. Finalise 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 Content-Type: application/msword; name="May 2016 - Note to Auction Proceeds Charter DT re legal and fiduciary" principles.doc" Content-Description: May 2016 - Note to Auction Proceeds Charter DT re legal and fiduciary principles.doc Content-Disposition: attachment; filename="May 2016 - Note to Auction Proceeds Charter DT re legal and" fiduciary principles.doc"; size=49152; creation-date="Wed, 04 May 2016 18:46:20 GMT"; modification-date="Wed, 04 May 2016 18:46:20 GMT" Content-ID: <23FC5CB51D1ED2469EFE9546F6C1454F@pexch112.icann.org <mailto:23FC5CB51D1ED2469EFE9546F6C1454F@pexch112.icann.org> > X-Microsoft-Exchange-Diagnostics: 1;SN1PR0301MB2030;9:MfM3oSaflLOEgwF9E234p2hVoQGuNjjxf3zkVEaJpgPAHgwKzXMghbvy eYajuQOm3TGLLhjz9dGKoJrX9oub7cahthfeVUqSgNOKiH/qa95rz4Dh1OQ3QJM4VT9RL96u5O7p J+1QgRARdDdVaOIHSpAyd0htlIjHkswiNeRyEH4= Content-Type: text/plain; charset="us-ascii" Content-Transfer-Encoding: 7bit Content-Disposition: inline X-Microsoft-Exchange-Diagnostics: 1;SN1PR0301MB2030;9:MfM3oSaflLOEgwF9E234p2hVoQGuNjjxf3zkVEaJpgPAHgwKzXMghbvy eYajuQOm3TGLLhjz9dGKoJrX9oub7cahthfeVUqSgNOKiH/qa95rz4Dh1OQ3QJM4VT9RL96u5O7p J+1QgRARdDdVaOIHSpAyd0htlIjHkswiNeRyEH4= _______________________________________________ Dt-cwg-auctionproceeds mailing list Dt-cwg-auctionproceeds@icann.org <mailto:Dt-cwg-auctionproceeds@icann.org> https://mm.icann.org/mailman/listinfo/dt-cwg-auctionproceeds