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LAST CALL: GNSO Bylaws DT report and matrix -- final version for DT approval
by Steve DelBianco Oct. 12, 2016

Oct. 12, 2016

Have heard replies from Wolf-Ulrich, Amr, and Steve Metalitz so far, so let’s allow another hour and a half for others. Unless there are significant objections, we’ll send our reports to Council today at 20 UTC. If DT members have minor edits we can forward those to Council at any time. From: Steve DelBianco <sdelbianco(a)netchoice.org<mailto:sdelbianco@netchoice.org>> Date: Tuesday, October 11, 2016 at 11:52 AM To: "gnso-bylaws-dt(a)icann.org<mailto:gnso-bylaws-dt@icann.org>" <gnso-bylaws-dt(a)icann.org<mailto:gnso-bylaws-dt@icann.org>> Cc: Yesim Nazlar <yesim.nazlar(a)icann.org<mailto:yesim.nazlar@icann.org>>, "gnso-secs(a)icann.org<mailto:gnso-secs@icann.org>" <gnso-secs(a)icann.org<mailto:gnso-secs@icann.org>> Subject: GNSO Bylaws DT report and matrix -- final version for DT approval Thanks to Steve, Darcy, Amr, and Matthew for providing edits to these docs. Here’s what I’ve done with the attached final docs: Accepted all of Darcy’s grammatical corrections in the matrix and report. (thank you!) As Amor noted, we did not describe DT discussion of how to meet undefined Bylaws thresholds for Section 17.3 and Annex A - Sec 3.2(f) regarding recall of a GNSO director. I added to the report (page 2) and In the DT Recommendations column: 4. GNSO Procedures should define how GNSO Council meets two new thresholds described in the new Bylaws in these sections: 17.3 – Amending the CSC charter. Bylaws require approval by a “simple majority of … GNSO Council”, which is not a defined GNSO threshold in Bylaws Section 11.3(i). Annex D, 3.2(f) - Removal of a GNSO Director. Bylaws require approval by “a three-quarters majority”, which is not a defined GNSO threshold in Bylaws Section 11.3(i). Five DT members believe that voting would occur only in the House that nominated the director, while other DT members said the entire GNSO should vote on this decision. While Darcy wanted to move the background paragraph to later in the doc, I am keen to keep it at top so that readers who are not familiar with this DT will understand what our recommendations are all about. That background takes only 2 inches of space, so let’s please keep it at top of page 1. I attempted to reconcile different edit suggestions. Added Amr’s edits on pages 3-4 to explain the majority’s rationale on why Council speaks for GNSO. (Steve Metalitz agreed). With those additions, I did not accept Matthew's desire to delete discussion about Council’s responsibility for non-policy matters. Those paragraphs are not repetitive, and were an essential part of the evolution of our group’s discussion. Thing is, readers are not going to go back to the call transcripts, so this “evolution” section is the place to describe what was considered (and rejected). Accepted Amr’s new text about Nominating committee reps on page 7. Matthew wanted to demote the note about 3 of 9 DT members abstaining, but this is essential to understand that recommendations did not reach a high level of consensus, and to explain why. This qualifier needs to precede the recommendations, in my view. My hope is that DT members have no objection to submitting these docs to Council today — in time for their Council meeting on Thursday. So, please indicate whether you have any objections by UTC today. Thanks again for your serious attention to this project. —Steve

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Another LAST CALL on revised DT report
by Steve DelBianco Oct. 11, 2016

Oct. 11, 2016

In the interest of getting this done, I offer the attached revised report, with these changes: 1. Made the page 1 edit proposed by Wolf-Ulrich in response to Amr, and added level of consensus, as requested by Amr. It now reads: Note: Three DT members (IPC, ISPCP, and BC) do not support Council exercising any of the new powers by voting within the present House-bound structure. The recommendation that Council would speak for GNSO therefore has “Strong support but significant opposition”. Nonetheless, all DT members contributed to consensus recommendations for voting thresholds on the assumption that GNSO Council would approve nominations and actions created under the new ICANN Bylaws. 2. On page 4 we follow Matthew’s request to shorten the “not sustainable” point while retaining Amr's added counter-arguments. It now reads: DT members from the Commercial Stakeholders Group said Council should not decide non-policy matters, since ICANN Bylaws say Council is “responsible for managing the policy development process of the GNSO”. This implies that Council is limited to policy and that GNSO Stakeholder Groups and Constituencies should handle other matters. On the other hand, some DT members noted that there is no provision in the Bylaws for any group, be it Council or the GNSO Stakeholder Groups and Constituencies, to assume these new powers and that there is currently no procedure for GNSO Stakeholder Groups to handle these matters. For those of you counting words and looking for balance, that paragraph is now 49 words for each point of view! So, are we good to go??? Please reply by 12 UTC on Wednesday 12-Oct. —Steve From: <gnso-bylaws-dt-bounces(a)icann.org<mailto:gnso-bylaws-dt-bounces@icann.org>> on behalf of Matthew Shears <mshears(a)cdt.org<mailto:mshears@cdt.org>> Date: Tuesday, October 11, 2016 at 5:36 PM To: Amr Elsadr <aelsadr(a)egyptig.org<mailto:aelsadr@egyptig.org>>, WUKnoben <wolf-ulrich.knoben(a)t-online.de<mailto:wolf-ulrich.knoben@t-online.de>> Cc: "gnso-bylaws-dt(a)icann.org<mailto:gnso-bylaws-dt@icann.org>" <gnso-bylaws-dt(a)icann.org<mailto:gnso-bylaws-dt@icann.org>> Subject: Re: [Gnso-bylaws-dt] Correction Hi Amr - I believe that I suggested more or less the same. The repetition of the same perspective is unfortunate particularly as it is made very explicit up front and in the recommendations section. Matthew On 11/10/2016 21:04, Amr Elsadr wrote: Hi, Speaking for myself, I have noted over previous versions of the report that it seemed biased towards the minority view, which is a bit odd. Perhaps less so now, but it does seem to me to still be the case. For one thing, I suggested taking out redundant text that repeats the same point in multiple parts of the report. This is on page 3: “Some DT members noted that the Bylaws describe the role of GNSO Council to be “responsible for managing the policy development process of the GNSO,” which does not cover the non-policy decisions related to exercise of powers of the Empowered Community." And this is on page 4: "Some DT members noted that it was not sustainable for Council to continue taking positions on non-policy matters, since the ICANN Bylaws designate Council as “responsible for managing the policy development process of the GNSO”. This could imply that Council is limited to policy matters and that GNSO Stakeholder Groups and Constituencies should handle other matters.” I really don’t understand why they both need to be in the report on two separate pages, when they pretty much say the exact same thing. I already asked for the section on page 4 to be removed. Is there a reason that I am missing to explain it wasn’t? Thanks. From: Steve DelBianco <sdelbianco(a)netchoice.org<mailto:sdelbianco@netchoice.org>> Date: Tuesday, October 11, 2016 at 5:21 PM To: Amr Elsadr <aelsadr(a)egyptig.org<mailto:aelsadr@egyptig.org>> Cc: "gnso-bylaws-dt(a)icann.org<mailto:gnso-bylaws-dt@icann.org>" <gnso-bylaws-dt(a)icann.org<mailto:gnso-bylaws-dt@icann.org>> Subject: Re: [Gnso-bylaws-dt] LAST CALL: GNSO Bylaws DT report and matrix -- final version for DT approval Amr — Good point about Consensus level, and I thought a lot about that. GNSO Working Group Guidelines (link<https://gnso.icann.org/en/council/annex-1-gnso-wg-guidelines-01sep16-en.pdf>), at Section 3.6, suggests two possible designations for our recommendations: Consensus - a position where only a small minority disagrees, but most agree.  Strong support but significant opposition - a position where, while most of the group supports a recommendation, there are a significant number of those who do not support it. I’d say we had Strong support but significant opposition on the Who and How questions described in the Evolution section of our report. And for the recommendations on pages 1-2, I’d say we had Consensus — but qualified by the abstention of CSG reps. As to whether we drop any discussion of how the DT came to its recommendation, that’s against the GNSO Working Group Guidelines (link<https://gnso.icann.org/en/council/annex-1-gnso-wg-guidelines-01sep16-en.pdf>). Specifically: 1. In cases of Consensus, Strong support but significant opposition, and No Consensus, an effort should be made to document that variance in viewpoint and to present any Minority View recommendations that may have been made. Documentation of Minority View recommendations normally depends on text offered by the proponent(s). In all cases of Divergence, the WG Chair should encourage the submission of minority viewpoint(s).

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Re: [Gnso-bylaws-dt] LAST CALL: GNSO Bylaws DT report and matrix -- final version for DT approval
by farzaneh badii Oct. 11, 2016

Oct. 11, 2016

Thanks Steve for pointing out to the procedure. But even if we have to explain the procedure, we need to do it in a way that is not biased. I am concerned that there is resistance to carry out the edits that Matt did. Those edits can result in a more impartial report. Can we create a balance like that? On 11 Oct 2016 10:15 p.m., "Steve DelBianco" <sdelbianco(a)netchoice.org> wrote: Thanks, Farzi. I just sent a reply to Ed’s email. As to your suggestion to drop any discussion of how the DT came to its recommendation, that’s against the GNSO Working Group Guidelines (link <https://gnso.icann.org/en/council/annex-1-gnso-wg-guidelines-01sep16-en.pdf>). Specifically: 1. In cases of Consensus, Strong support but significant opposition, and No Consensus, an effort should be made to document that variance in viewpoint and to present any Minority View recommendations that may have been made. Documentation of Minority View recommendations normally depends on text offered by the proponent(s). In all cases of Divergence, the WG Chair should encourage the submission of minority viewpoint(s). Per your suggestion, we moved the Evolution discussion to the end of our report. But as long as the above guidelines are controlling our work, we cannot simply drop that material from the report. Best, Steve From: farzaneh badii <farzaneh.badii(a)gmail.com> Date: Tuesday, October 11, 2016 at 3:59 PM To: Edward Morris <egmorris1(a)toast.net> Cc: "gnso-secs(a)icann.org" <gnso-secs(a)icann.org>, Steve DelBianco < sdelbianco(a)netchoice.org>, "gnso-bylaws-dt(a)icann.org" < gnso-bylaws-dt(a)icann.org> Subject: Re: [Gnso-bylaws-dt] LAST CALL: GNSO Bylaws DT report and matrix -- final version for DT approval Thanks Steve. I support sending the recommendations without the travelogue. I am not convinced it's necessary to add it. We just need to say what we decided and what we recommend. On 11 Oct 2016 9:39 p.m., "Edward Morris" <egmorris1(a)toast.net> wrote: > Hi Steve, > > I regret that I do not agree with sending his report to Council this > evening as proposed. Substantive matters relating to the report that > arguably may be supported by a majority of group members are being > discarded without adequate discussion, and a travelogue has been produced > that features arguments proposed by a small minority of members (1/3 at > best) rather than that proposed by the large majority (2/3) of members. As > to the later, please note the following word totals: > > Who section: > > Portions supporting majority positions: 203 words (29%) > Portions supporting minority positions: 493 words (71%) > > How section: > > Portions supporting majority positions: 122 words (34%) > Portions supporting minority positions: 239 words (66%) > > Cumulative: > > Portions supporting majority positions: 732 words (69%) > Portions supporting minority positions: 325 words (31%) > > > The Chair has produced a report that best represents a minority report > that acknowledges the majority position. This is compounded by presenting > in the document a large chart, introduced by the Chair, that was an > inconsequential part of discussions, receiving the support of only 2 > drafting team members. > > I understand that the nature of discussions my not result in equitable > volume in a travelogue. That is why we have transcripts and recordings: so > interested parties can take a look at the nature of discussions. That is > NOT the purpose of a report that is supposed to report the findings of a > working group to a commissioning body. > > David Maher’s position, represented nowhere in this report, during much of > the discussion consisted of few words: “out of scope”. A true and accurate > travelogue would have represented this view in parts of our discussion. > > As to a few specifics: > > 1. Any references to the views of individual constituencies and > stakeholder groups must be removed. > > No member of this drafting team was appointed by a constituency or > stakeholder group. We had a very long and somewhat contentious discussion > on Council about the representation of this drafting team. Each one of us > was appointed by an individual councilor with Council having the > opportunity, which it did not use, to alter the composition of this Team to > reflect the composition of the GNSO. Each member of this drafting team can > act in accordance to his or her own wishes. As DT members were neither > appointed nor nominated by their Constituency or Stakeholder group their > views should be ascribed to them personally rather than to any group they > may wish to be a part of. They simply were not appointed to this group in a > representative capacity. > > 2. This paragraph is simply wrong: > > ‘Note: Three DT members (IPC, ISPCP, and BC) abstained from indicating > approval of Council voting thresholds, as they do not support Council > exercising any of the new powers by voting within the present House-bound > structure. Nonetheless, all DT members contributed to discussion and > recommendations for voting thresholds by which GNSO Council should approve > nominations and actions created under the new ICANN Bylaws.’ > > I refer to the word abstain, which in GNSO Operating Procedures §4.5 > refers to instances where a Councilor does not vote on a particular matter > or Motion before Council. The simple dictionary definition of abstain > (Webster) consists of two definitional possibilities: > > 1. to choose not to do or have something, or > 2.to choose not to vote > > The three DT members referenced did not abstain on matters before this > Drafting Team. They voted on where to locate the powers we were charged to > examine should be exercised and lost. They then participated fully in all > discussions, including voting on all threshold issues. That is not > abstention: that is full participation. That their full participation does > not indicate a reversal of their views on the previous vote which they lost > is quite obvious. One does not flow from the other. Nevertheless, I would > not be opposed to a small statement indicating same. > > > Let’s give Council what it asked for: an implementation plan. Towards that > end: > > 1. I support sending the Council our recommendations stripped of the > discussion. Recorded levels of support of every option, including all > thresholds in which votes were taken, should be indicated. > > 2. Parties should be invited to submit minority or concurring reports, as > indicated, to Council with the dicta currently contained in the proposed > report and anything else they may wish to include for Council’s > consideration. The current report is confusing for he uninitiated and reads > more as a minority report acknowledging the majority position rather than > as an accurate report of our implementation recommendations. That’s just > not acceptable given our charge. > > I should also note that the response deadline for approval of this report > is inadequate. This, in effect, is a consensus call and we simply have not > had enough time to hear from all of our DT members, many of whom are not > located in North America and have not had a chance to view the final > proposed document. > > > Kind Regards, > > Ed Morris > > > > ------------------------------ > *From*: "Steve DelBianco" <sdelbianco(a)netchoice.org> > *Sent*: Tuesday, October 11, 2016 7:43 PM > *To*: "gnso-bylaws-dt(a)icann.org" <gnso-bylaws-dt(a)icann.org> > *Cc*: "gnso-secs(a)icann.org" <gnso-secs(a)icann.org> > *Subject*: [Gnso-bylaws-dt] LAST CALL: GNSO Bylaws DT report and matrix > -- final version for DT approval > > Have heard replies from Wolf-Ulrich, Amr, and Steve Metalitz so far, so > let’s allow another hour and a half for others. > > Unless there are significant objections, we’ll send our reports to Council > today at 20 UTC. > > If DT members have minor edits we can forward those to Council at any > time. > > > From: Steve DelBianco <sdelbianco(a)netchoice.org> > Date: Tuesday, October 11, 2016 at 11:52 AM > To: "gnso-bylaws-dt(a)icann.org" <gnso-bylaws-dt(a)icann.org> > Cc: Yesim Nazlar <yesim.nazlar(a)icann.org>, "gnso-secs(a)icann.org" < > gnso-secs(a)icann.org> > Subject: GNSO Bylaws DT report and matrix -- final version for DT approval > > Thanks to Steve, Darcy, Amr, and Matthew for providing edits to these > docs. > > Here’s what I’ve done with the attached final docs: > > Accepted all of Darcy’s grammatical corrections in the matrix and report. > (thank you!) > > As Amor noted, we did not describe DT discussion of how to meet undefined > Bylaws thresholds for Section 17.3 and Annex A - Sec 3.2(f) regarding > recall of a GNSO director. I added to the report (page 2) and In the DT > Recommendations column: > > > 4. GNSO Procedures should define how GNSO Council meets two new thresholds > described in the new Bylaws in these sections: > > 17.3 – Amending the CSC charter. Bylaws require approval by a “simple > majority of … GNSO Council”, which is not a defined GNSO threshold in > Bylaws Section 11.3(i). > > Annex D, 3.2(f) - Removal of a GNSO Director. Bylaws require approval by > “a three-quarters majority”, which is not a defined GNSO threshold in > Bylaws Section 11.3(i). Five DT members believe that voting would occur > only in the House that nominated the director, while other DT members said > the entire GNSO should vote on this decision. > > > > While Darcy wanted to move the background paragraph to later in the doc, I > am keen to keep it at top so that readers who are not familiar with this DT > will understand what our recommendations are all about. That background > takes only 2 inches of space, so let’s please keep it at top of page 1. > > I attempted to reconcile different edit suggestions. Added Amr’s edits > on pages 3-4 to explain the majority’s rationale on why Council speaks for > GNSO. (Steve Metalitz agreed). With those additions, I did not accept > Matthew's desire to delete discussion about Council’s responsibility for > non-policy matters. Those paragraphs are not repetitive, and were an > essential part of the evolution of our group’s discussion. Thing is, > readers are not going to go back to the call transcripts, so this > “evolution” section is the place to describe what was considered (and > rejected). > > Accepted Amr’s new text about Nominating committee reps on page 7. > > Matthew wanted to demote the note about 3 of 9 DT members abstaining, but > this is essential to understand that recommendations did not reach a high > level of consensus, and to explain why. This qualifier needs to precede the > recommendations, in my view. > > My hope is that DT members have no objection to submitting these docs to > Council today — in time for their Council meeting on Thursday. > > So, please indicate whether you have any objections by UTC today. > > Thanks again for your serious attention to this project. > > —Steve > > > > > _______________________________________________ > Gnso-bylaws-dt mailing list > Gnso-bylaws-dt(a)icann.org > https://mm.icann.org/mailman/listinfo/gnso-bylaws-dt >

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GNSO Bylaws DT report and matrix -- final version for DT approval
by Steve DelBianco Oct. 11, 2016

Oct. 11, 2016

Thanks to Steve, Darcy, Amr, and Matthew for providing edits to these docs. Here’s what I’ve done with the attached final docs: Accepted all of Darcy’s grammatical corrections in the matrix and report. (thank you!) As Amor noted, we did not describe DT discussion of how to meet undefined Bylaws thresholds for Section 17.3 and Annex A - Sec 3.2(f) regarding recall of a GNSO director. I added to the report (page 2) and In the DT Recommendations column: 4. GNSO Procedures should define how GNSO Council meets two new thresholds described in the new Bylaws in these sections: 17.3 – Amending the CSC charter. Bylaws require approval by a “simple majority of … GNSO Council”, which is not a defined GNSO threshold in Bylaws Section 11.3(i). Annex D, 3.2(f) - Removal of a GNSO Director. Bylaws require approval by “a three-quarters majority”, which is not a defined GNSO threshold in Bylaws Section 11.3(i). Five DT members believe that voting would occur only in the House that nominated the director, while other DT members said the entire GNSO should vote on this decision. While Darcy wanted to move the background paragraph to later in the doc, I am keen to keep it at top so that readers who are not familiar with this DT will understand what our recommendations are all about. That background takes only 2 inches of space, so let’s please keep it at top of page 1. I attempted to reconcile different edit suggestions. Added Amr’s edits on pages 3-4 to explain the majority’s rationale on why Council speaks for GNSO. (Steve Metalitz agreed). With those additions, I did not accept Matthew's desire to delete discussion about Council’s responsibility for non-policy matters. Those paragraphs are not repetitive, and were an essential part of the evolution of our group’s discussion. Thing is, readers are not going to go back to the call transcripts, so this “evolution” section is the place to describe what was considered (and rejected). Accepted Amr’s new text about Nominating committee reps on page 7. Matthew wanted to demote the note about 3 of 9 DT members abstaining, but this is essential to understand that recommendations did not reach a high level of consensus, and to explain why. This qualifier needs to precede the recommendations, in my view. My hope is that DT members have no objection to submitting these docs to Council today — in time for their Council meeting on Thursday. So, please indicate whether you have any objections by UTC today. Thanks again for your serious attention to this project. —Steve

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MP3 and Attendance - GNSO Bylaws Implementation Drafting Team - 10 October 2016
by Yesim Nazlar Oct. 11, 2016

Oct. 11, 2016

Dear All, Please find the MP3 recording for the GNSO Bylaws Implementation Drafting Team- call held on Monday 10 October 2016 at 14:00 UTC at: http://audio.icann.org/gnso/gnso-bylaws-implementation-10oct16-en.mp3 The recordings and transcriptions of the calls areposted on the GNSO Master Calendar page: http://gnso.icann.org/calendar/<https://urldefense.proofpoint.com/v2/url?u=http-3A__gnso.icann.org_calendar…> Attendees: Amr Elsadr Darcy Southwell Edward Morris Farzaneh Badii Steve Delbianco Steve Metalitz Matthew Shears Wolf-Ulrich Knoben Apologies: None ICANN Staff: Julie Hedlund Marika Konings Glen de Saint Géry Terri Agnew Yeşim Nazlar ** Please let me know if your name has been left off the list ** Mailing list archive: http://mm.icann.org/pipermail/gnso-bylaws-dt/ DT wikispace: https://community.icann.org/x/yhCsAw<https://urldefense.proofpoint.com/v2/url?u=https-3A__community.icann.org_x_…> Thank you. Kind regards, Yeşim Adobe Chat Transcript for Monday, 10 October 2016 Yesim Nazlar: Welcome to the GNSO Bylaws Implementation Drafting Team Call held on Monday, 10 October 2016 at 14:00 UTC Yesim Nazlar: Wiki Agenda Page: https://community.icann.org/x/0hq4Aw Terri Agnew: Wolf -Ullrich joined on telephone Terri Agnew: and now on Adobe Connect Terri Agnew: Welcome Matthew Shears Wolf-Ulrich Knoben: Hi all Edward Morris: Hi Wolf-Ulrich Marika Konings: but the provision does include "pursuant to each such organizations’ procedures" - simple majority is defined as simple majority of each house, no? matthew shears: do we have to make a recommendaiton? I think we could note the "discrepancy" in the bylaws in the report matthew shears: agree Steve Marika Konings: and I think that is how it was interpreted for the last vote on the CSC membership (simple majority of each house) Julie Hedlund: @Steve: Staff didn't add anything -- just excerpted the language from the Bylaws to show how the language is consistent in the two sections. Marika Konings: I just checked the Bylaws and Operating Procedures and there is no other definition of simple majority than simple majority of each house, so factoring in 'pursuant to each organizations procedures' doesn't that provide sufficient guidance that it relates to simple majority of each house, which as such would not require any further clarification of the Bylaws? Edward Morris: I'm fine with that Steve D. Amr Elsadr: @Marika: Good point. Agree. matthew shears: agree steve metalitz: The Operating Procedures do not repeal laws of mathematics under which a majority of GNSO Council does not equal a majority of council members. Amr Elsadr: Agree Steve. Marika Konings: My point is that it would be currently interpreted as defined as simple majority of each house as that is the only definition in existence Marika Konings: if it would need to mean different than that, it would need to be defined. Apologies if I wasn't clear. Marika Konings: for the last vote on CSC, I do believe it was interpreted as simple majority of each house, but if that was in error, it would be important to point that out. Amr Elsadr: @Steve: I understand what you're saying. Easier for the GNSO to clarify this in the OP rather than ask for the bylaws to be changed. I'm fine calling it the chicken's way out, but it is more practical and allows for flexibility. It shouldn't be confusing either. Steve DelBianco: not an error, Marika. The Council used it's Default Rule to pass a resoultion unrelated to policy. Edward Morris: Agreed Amr Elsadr: No objection. Darcy Southwell: Agreed. Edward Morris: Yes Amr Elsadr: SM is a good threshold for these two decisions, I believe. matthew shears: OK Amr Elsadr: Whoops. SM = Super Majority. :) steve metalitz: agree with supermajority on 25.2 matthew shears: agree also Amr Elsadr: Also agree with super M. on 26a. matthew shears: on 26a Farzaneh Badii: agree with super maj on 26a Amr Elsadr: I beleive that full consensus in the OP = the absence of any objecting or dissenting opinion. Amr Elsadr: But need to check. Marika Konings: From the GNSO OP: Full consensus - when no one in the group speaks against the recommendation in its last readings. This is also sometimes referred to as Unanimous Consensus steve metalitz: Just to complete the record re "simple majority," note the following from comments filed by COA on 9/12/15 on CCWG Accountability 2d Draft Proposal: And even assuming that the GNSO Council is the appropriate body to vote on, e.g.,petitioning to remove a director appointed by the Nominating Committee (p. 59), a function that seems far removed from “management of the policy development process,” each House always votes separately and votes are tallied separately; so it will need to be specified whether a “simple majority” of the Council means a “simple majority” of each of the two Houses. steve metalitz: My point is that this issue was raised to CCWG Accountability. We cannot assume that their use of "simple majority" was a mistake. Darcy Southwell: Agree on 1.3(a). Amr Elsadr: @Darcy: +1 matthew shears: agree also Darcy Southwell: Agree. Amr Elsadr: Simple majority again. Amr Elsadr: I mean for 2.3(h). Darcy Southwell: I think 2.3(h) should be majority of each house. Amr Elsadr: Shouldn't the decision to reject and resolve the issue be the same? Wolf-Ulrich Knoben: I'd stay with majority Amr Elsadr: Agree with Ed, WUK and Darcy. matthew shears: + 1 Amr Elsadr: @Steve: Right. :) Farzaneh Badii: majority of each house on 2.3(h) is fine . Amr Elsadr: I prefer a simple majority, not super. Amr Elsadr: For spilling the Board. Edward Morris: correct Amr Elsadr: Correct Steve. matthew shears: I good with that asl well Marika Konings: he GNSO shall nominate by written ballot or by action at a meeting individuals to fill Seats 13 and 14 on the Board. Each of the two voting Houses of the GNSO, as described in Section 11.3(h), shall make a nomination to fill one of two Board seats, as outlined below; any such nomination must have affirmative votes compromising sixty percent (60%) of all the respective voting House members: Wolf-Ulrich Knoben: So e.g. an ASO rep could not request a removal of a GNSO board member? Amr Elsadr: Yes. We're talking about directors who rep Houses within the GNSO. steve metalitz: The last sentence of 3.2 states: the Applicable Decisional Participant shall inform the EC Administration as to whether the Decisional Participant has support for the SO/AC Director Removal Petition of a three-quarters majority as determined pursuant to the internal procedures of the Applicable Decisional Participant. steve metalitz: How do we define "three-quarters majoirty"? Amr Elsadr: @SteveDB: I don't recollect a 3/4s threshold for anything either. Amr Elsadr: An easy way to set this up would be a new threshold of 3/4s of each House would be required to vote in favor of removing the director. Amr Elsadr: This threshold does not exist, but as we noted in the first couple of weeks of this DT, we can always recommend new thresholds that do not currently exist. Amr Elsadr: Doesn't 3/4 of the House not meet the bylaw threshold? Edward Morris: I don't like it but we have the bylaws limitation Amr Elsadr: Ah. Interesting point Steve. Darcy Southwell: Ed +1 steve metalitz: 3/4 of council but recognize this coudl lead to bad results. Amr Elsadr: I would like to add my agreement to 3/4s of the House. Amr Elsadr: Please add me along with Darcy and Ed to "Single House". matthew shears: please add me also to majority of single house with Amr Ed and Darcy Farzaneh Badii: I agree to 3/4 of the single house too. Please note this in the notes. thanks matthew shears: 3/4 I meant as Farzi matthew shears: please add in notes Wolf-Ulrich Knoben: I've doubts whether a single house vote could be sufficient since board members are representing the community, not a house. matthew shears: fair point Farzaneh Badii: I will be happy if you put the recommendations on the first or second page Steve and then go into details of how we came up with the recommendations. Darcy Southwell: Agree that putitng the recommendsations up front and place the explanations in the following pages steve metalitz: +1 Darcy, which supports Steve D's proposal Edward Morris: Thanks Steve Amr Elsadr: David is not on the call to indicate his position as well. It may be helpful to take the consensus of this on-list. Edward Morris: +1 Amr Edward Morris: Yes Farzaneh Badii: yeah Steve DelBianco: staff -- would you please load the 11.3 section I drafted? Amr Elsadr: Thanks. Amr Elsadr: It's actually shorter than most WG reports. Edward Morris: Agreed. Julie Hedlund: unsynced matthew shears: I have some sympathy with Wolf-Ulrich's view that board members represent the community and that should be taken into account Edward Morris: Thanks to staff. Good approach Steve, thank you. steve metalitz: Thank you Steve! Edward Morris: Thanks Steve Wolf-Ulrich Knoben: Thanks very much Steve! matthew shears: thanks all Amr Elsadr: Thanks Steve and all. Great work on this in a short timeframe. Farzaneh Badii: Thanks Steve for all your work Farzaneh Badii: bye Julie Hedlund: Thanks everyone! Amr Elsadr: Bye.

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Actions/Discussion Notes: Bylaws DT Meeting 10 October
by Julie Hedlund Oct. 10, 2016

Oct. 10, 2016

Dear DT Members, Please see below the discussion notes captured by staff from the meeting on 10 October. 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 recording. The recording and chat are provided separately and are posted on the wiki at: https://community.icann.org/display/GBIDT/DT+Meetings. Best regards, Julie Julie Hedlund, Policy Director GNSO Bylaws Implementation Drafting Team, Wednesday, 10 October 2016 at 1400 UTC Action Items: 1. Steve DelBianco will update the map document and produce a revised version of the report. 2. DT members will indicate support for the report on the list. 3. Send to the GNSO Council on 11 October. Discussion Notes: 17.3 Customer Standing Committee Charter Steve D.: Requires a threshold: simple majority of GNSO Council. Never seen that before. Amend that to a majority of each House? Steve M.: Can we amend the Bylaws? Steve D.: No. But we can make a recommendation. These are subject to GNSO Council and go out for public comment. Steve M.: Opposed to recommending changes to the ICANN Bylaws unless we also change the authority in the Bylaws of the GNSO to act under the powers of the new EC. I think this is the first time that we would include a recommended change to the Bylaws. Amr: I am not sure that we need to recommend the change to the Bylaws in this instance. But if we recommending that this be done by a simple majority of each House this could be stipulated in the GNSO Operating Procedures. I don't think it would conflict. Steve D. The words "majority of Council" are fundamentally different from "majority of each House". Amr: I know they are not the same thing, but one interpretation could be a majority of each House. Steve D.: But a majority of Council does not cover majority of each House. Amr: If we include a guideline in the Operating Procedures as majority of each House it would add a qualifier, but doesn't conflict with the Bylaws. Steve D.: There is a section of the Bylaws that talks about how the GNSO votes that will have to be changed since we are suggesting changes to thresholds. Amr: If we make the change now the Bylaw wouldn't allow flexibility of interpretation in future. Steve D.: Note in our report that this is a unique threshold. 18.7 Chair of the IANA Functions Review Team: Council selects the GNSO Co-Chair from among the GNSO members of the SGs and Cs. Steve M.: 19.6 Co-chair appointed by the GNSO from the members. Agree that we should be consistent. Steve D.: Any objection to a majority of each House on 18.7 and 19.6. Marika Konings: I just checked the Bylaws and Operating Procedures and there is no other definition of simple majority than simple majority of each house, so factoring in 'pursuant to each organizations procedures' doesn't that provide sufficient guidance that it relates to simple majority of each house, which as such would not require any further clarification of the Bylaws? Steve D.: I believe Marika is agreeing with Amr, that we would note that this was unique and not defined and say that the GNSO Procedures could define how a majority of the GNSO is achieved. Marika: "Pursuant to each organization's procedures" was interpreted as a simple majority of each House, and that was how it was applied for selecting the GNSO Liaison to the CSC. If we think it needs to be different then it would need to be clarified. Steve M.: I would like the record to reflect that 13 out of 20 is not a simple majority. The notes should reflect that 13 out of 20 is a simple majority. Steve D.: I disagree Steve. What this group is saying is that we will leave the Bylaws to say "simple majority of GNSO" and this is not defined today. In our subsequent work we can define this in the GNSO Operating Procedures. Wolf-Ulrich: The Bylaws went out for public comment and I don't remember that there was specific discussion of majority of House or majority of Council. I would leave it as it is for the time being and if it is necessary then the Council could explain that it is a majority of each House. Steve D.: I think we just missed this one. It is not defined anywhere else. Up to the GNSO Procedures to define it. This is just a change to the Charter of the CSC. Page 16, 22.8 Independent Investigation. GNSO Rep on the EC will have to signal a decision. Acts in accord with instructions from the Council via majority of each House. 25.2 Changes to the articles of incorporation. Requires approval of the EC. What does the EC rep say for the GNSO -- majority or supermajority. Darcy and Wolf-Ulrich said subpermajority. Ed Morris agreed. All agreed. 26(a) -- Darcy, Wolf-Ulrich, and Ed Morris -- supermajority. Steve M. agrees. Amr -- agree. Ed Morris: My preference would be unanimity -- full consensus. Steve D.: Full consensus is not defined as unanimity. Wouldn't want to require unanimity for anything. Do we want supermajority versus unanimity? Ed: It is the elimination of the organization. I am willing to go with supermajority. steve metalitz: Just to complete the record re "simple majority," note the following from comments filed by COA on 9/12/15 on CCWG Accountability 2d Draft Proposal: And even assuming that the GNSO Council is the appropriate body to vote on, e.g.,petitioning to remove a director appointed by the Nominating Committee (p. 59), a function that seems far removed from “management of the policy development process,” each House always votes separately and votes are tallied separately; so it will need to be specified whether a “simple majority” of the Council means a “simple majority” of each of the two Houses. Steve D.: We will go with supermajority. Annex D: 1.2 -- nothing about the GNSO making a decision. 1.3 GNSO Rep decides whether to move to a community forum. By majority of each House. Steve M.: My constituency the IPC supports GNSO supermajority for any resolution instructing the EC rep on any matter. 1.3(f) Delivering views on approval action -- GNSO EC Rep, whether to hold a community forum and when, majority of each House. Believe this groups supports that. 1.3(i) Additional community forums -- GNSO Rep -- majority of each House. 1.4 Decision of whether to approve fundamental Bylaws amendments and asset sales -- majority of each House or supermajority -- final decision. Majority of each House or supermajority. Darcy: Suggest supermajority. Steve M.: Agree with supermajority. Article 2 Procedure for Exercise of EC's Rights to Reject Specified Actions 2.2 Petition Process for Specified Actions -- majority of each House. -- (b), (c), Etc. 2.3(h) -- Rejection actions -- withdrawal of a petition -- how to instruct our Rep. Wolf-Ulrich: Why make a distinction to upgrade to supermajority? All other actions are majority of each House. Steve D.: Because of the progression. Ed Morris: Want to echo what Wolf-Ulrich said. Steve D.: Any objection to using majority of each House? Going with that. 2.3(i) community forum - - any objections to majority of each House? No. 2.4(a) Decision whether to reject and rejection action. Steve M.: Isn't this a mirror of approval? Steve D.: Rejection of an ICANN Bylaw or asset -- majority of each House is consensus. Article 3.1 (a) -- Removing Directors and Recalling the Whole Board -- majority of each House or supermajority. Wolf-Ulrich: For NomCom could accept what Ed was saying, that the level shouldn't be that high. Steve D.: 3 decisions -- NomCom Director, SO/AC Director, all Directors. These are escalating. Darcy: I would suggest NomCom and SO/AC could be majority of each House. Steve D.: Any objection to supermajority for all Board? Amr: I would prefer majority of each House for spilling the Board. The GNSO has to act in concert with other SOs and ACs. Wouldn't want to make the threshold too high. Steve D.: All but Amr agreed on supermajority for spilling the Board. For the others, majority of each House -- 3.1(a), 3.2(a) -- AC/SO Director? Steve M.: Two points: IPC position that instructing decisional participants should require supermajority. Second, two Directors chosen by GNSO that works out to each House. Marika Konings: The GNSO shall nominate by written ballot or by action at a meeting individuals to fill Seats 13 and 14 on the Board. Each of the two voting Houses of the GNSO, as described in Section 11.3(h), shall make a nomination to fill one of two Board seats, as outlined below; any such nomination must have affirmative votes compromising sixty percent (60%) of all the respective voting House members: Steve Metalitz: 3.2 (f) The last sentence of 3.2 states: The Applicable Decisional Participant shall inform the EC Administration as to whether the Decisional Participant has support for the SO/AC Director Removal Petition of a three-quarters majority as determined pursuant to the internal procedures of the Applicable Decisional Participant. Wolf-Ulrich: Given the respective House more weight in removing its Board member. Steve D.: Note that the 3/4 threshold is not defined and does not clarify that it is by House. Does GNSO decide by 3/4, or the House? Wolf-Ulrich: I would say House, Council would be too high. Give the House that selected the Director more weight. Steve D.: I think we can define what 3/4 means. Amr: Agree. Want to add that because the Directors are appointed by the respective Houses, the threshold should require 60% of each House as that is the same as for appointing directors. Not recommending lowering the 3/4 threshold -- when we define it within 3/4 then at least 60% of each. Steve D.: Note that this is undefined and suggest that the Operational Procedures could define it. Darcy: I too would like to give more weight to the House that elected that Director. Steve D.: We could suggest that the 3/4 applies to the House that elected the Director. What about the other House? Ed: The only way we could do that is 3/4 of the appointing House. No voice for the non-appointing House. Single House -- Ed, Darcy, Amr, Farzaneh, Matthew Each House -- none 3/4 of Council -- Steve M. 5 agree on ¾ single House. Point out that it is not defined, but no recommendation on how the Council decides. 4.1 -- Majority of each House 4.2 -- Majority of each House 4.3 -- Reconsideration request -- majority of each House Report: Move the conclusion/recommendations to the beginning of the report and follow it with the discussion. Ed: Recommendations should be upfront. Matthew: Agree. Could be more succinct in the travelogue. Amr: Note that David is not on the call, do consensus on the list. Straw polls in the meetings -- NomCom, some views may have changed. Article 11 changes: Add two new sections. Steve M.: It will be a drafting decision. This communicates what we've decided. Steve D.: Incorporate the changes in the report -- ask for support on the list to send to the Council tomorrow.

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Bylaws DT Meeting, 10-October
by Steve DelBianco Oct. 10, 2016

Oct. 10, 2016

Couple of docs here to review before our call on Monday 10-Oct at 13 UTC. First attachment is updated draft of our report (doc and pdf). 1. deleted the last page since we already reflect that discussion on page 3. 2. changed the recommendations page to include a reference to the matrix. (we also expect that Amr may circulate some edits over the weekend) Second is updated matrix showing specific recommendations (doc and pdf). 1. Split the table row for 4.3 Reconsideration Requests, to show that the GNSO could decide to be a claimant on its own. 2. Added Darcy’s suggestions for 25.2 and 26(a) 3. Added answer to Darcy question about which EC decisions are covered in Annex D Section 1 4. Added Wolf-Ulrich’s suggestion for GNSO Supermajority for Sections 25.2(b), 26(a), and Annex D: 3.1(a), 3.2(a), 3.3(a) 5. Added call notes for Sec 6.2 regarding GNSO rep on the EC 6. Added call notes for Sec 7.12 — designating Interim Directors to fill vacancies created by EC recall(s) 7. note that new bylaw 17.3(d) (regarding CSC Charter) requires a threshold we have not seen before: a simple majority of GNSO Council. ( Do we want to amend that to a majority of each house? 8. Added call notes and staff reply for Sec 18.7 (chair of IFR Team) and Sec 19.6 (chair of SCWG). Bylaws say that GNSO names a co-chair from among the 6 GNSO reps. That suggests having Council approve the GNSO co-chair by majority of each house. On Monday we’ll begin where we left-off, Sec 22.8 on page 16. There are just 23 bylaws sections on the remaining pages, so we’ll easily get through that on our 90-minute call. From: <gnso-bylaws-dt-bounces(a)icann.org<mailto:gnso-bylaws-dt-bounces@icann.org>> on behalf of Julie Hedlund <julie.hedlund(a)icann.org<mailto:julie.hedlund@icann.org>> Date: Wednesday, October 5, 2016 at 12:03 PM To: "gnso-bylaws-dt(a)icann.org<mailto:gnso-bylaws-dt@icann.org>" <gnso-bylaws-dt(a)icann.org<mailto:gnso-bylaws-dt@icann.org>> Subject: [Gnso-bylaws-dt] Actions/Discussion Notes: Bylaws DT Meeting 05 October Dear DT Members, Please see below the discussion notes captured by staff from the meeting on 05 October. 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 recording. The recording and chat are provided separately and are posted on the wiki at: https://community.icann.org/display/GBIDT/DT+Meetings. The mapping document from Steve DelBianco is attached. Best regards, Julie Julie Hedlund, Policy Director GNSO Bylaws Implementation Drafting Team, Wednesday, 05 October 2016 at 1300 UTC Action Items: 1. Staff will clarify whether 19.6 Election of Co-Chairs and Liaisons references the same process as for co-chairs as IFRT in 18.7. 2. Steve D will circulate another version of the report with minor changes. Dropping last page. No objection from Steve M. 3. DT members will continue to review the mapping document beginning with Section 22.8. Review the mapping document and note any DT recommendation where DT members would like to argue for a decision threshold that differs from what is indicated in the document. Article 4 -- 4.2 & 4.3: · Steve M: Surprised in blue. 4.3 B talks about a supporting organization being a claiment -- GNSO on its own initiating reconsideration -- should be green. · Steve D. 4.3 b -- If GNSO made a decision to be a claimant it would be a majority of each House. What else? · Steve M.: Probably higher than that. These should be separate. GNSO as part of EC and other GNSO acting on its own. · Steve D.: 4.2 and 4.3 b -- GNOS rep on EC approve a Reconsideration request -- majority of each House? Or different level? If GNSO itself decides to be a claimant for a reconsideration request -- what level of support? · Ed Morris: Majority of each House. · Steve D.: Steve M., supermajority? · Steve M.: Some type of supermajority. Poll: How many for higher than majority of each House? 1 - Steve M.; 6 – majority of each House. 4.3b Poll: 1 – Steve M. higher; 6 -- majority of each House. 4.3(j) -- IRP standing panel -- majority of each House Poll: Steve M.: 1-higher; 6 - majority of each House. 4.6: Specific Reviews -- Chairs of ACs/SOs select a group of 21 review team members -- each GNSO constituency and SG can nominate and decision to approve 21 members would be presented to Council to approve. Agreed: 4.6a majority of each House consensus. 4.7 Community mediation Agreed: Majority of each House. No objections. Article 6, section 6.1 -- GNSO representative on the EC. GNSO Council has appointed an interim post -- Council Chair Poll: Majority or supermajority: 1 member -- Steve M; 6 – majority. Discussion Notes: · Marika: Current way Bylaws are written the assumption is the Chair would take that role unless another was selected. How would you deal with multiple candidates/nominees? · Amr: The Bylaws have referred to the GNSO Council Chair as the GNSO Chair. · Marika: It requires a notification to the ICANN Secretary. Can that happen if there has been no selection? Or does the DT need to make a clarification -- authorized to make that notification unless the GNSO decides to select another person. · Steve D.: Not sure we will get to that on this call. First question is when we are nominating -- majority or supermajority. Poll: Supermajority or greater than simple majority? · Ed Morris: Simple majority. · Amr: Good with simple majority. · Darcy: Agree. · Farzaneh: Agree. · Steve M.: Might not get even simple majority for a nominee. Not sure that we need to get into every contingency. 6.1 Composition and Organization of the EC – Agreed: majority of DT agreed that Council speaks for GNSO and simple majority of each House. 6.2 EC Powers – Agreed: Council speaks for GNSO. 6.3 EC Administration -- DT recommends that GNSO representative on EC acts through the majority of each House Article 7: Board of Directors, Section 7.2 -- majority of each House -- in appointing replacement directors. · Steve M.: 7.12 -- Entire Board is recalled. Don't see how that could be simple majority. Support a higher threshold. · Ed Morris: We will be under time pressure to appoint an interim member -- would agree with supermajority if not interim director. Agreed: Simple majority for interim directors and follow already defined procedures for directors. Article 11, Section 11.3: What action needs to happen here? Discussion Notes: · Julie H: Need to amend the GNSO Operating Procedures voting threshold. · Marika: Question is whether you want to call out these voting thresholds separately that relate to the EC. · Steve D.: Could clarify that Council references the GNSO in the Bylaws. · Steve M.: GNSO cannot amend the Bylaws by itself, nor the Council. · Steve D.: Staff would come back with amendments to procedures or Bylaws based on the DT recommendations on who and how. DT will want to comment. If in the Bylaws then the EC has a role in approving. Better if Bylaws said that Council speaks for GNSO. · Amr: If it the consensus of the GNSO to move in that direction. Language in the current Bylaws supports the Council carrying out the duties of the GNSO. · Steve M.: The point about the Bylaws change is that the GNSO can't change the Bylaws by itself. Don't agree with Amr that there if there is no direct prohibition then the Council can do it. · Ed Morris: It is a valid point, but not sure that this DT is the one to reconcile this, but maybe when we get to the Council -- may need to ask Legal if we need to amend the Bylaws. Leave it for Council to decide. Agreed: DT realizes that some recommendations will be reflected in amendments to the procedures and some in the Bylaws changes. These would then go up for public comment. 16.2PTI Governance: Approved by the EC -- GNSO's rep. Majority of each House. Poll: Supermajority or majority? · Ed Morris: This is a fundamental power. Would prefer a supermajority. · Steve D.: Anyone else want to raise the threshold? · Steve M. Supermajority. · Farzi: Supermajority. · Amr: Supermajority. · Darcy: Supermajority. · Wolf-Ulrich: Supermajority. Agreed: Supermajority. 16.3 IANA Naming Functions Contract: EC approves changes to contractual terms. Agreed: Majority of each House. 17.1 CSC -- escalate a failure -- EC authorizing instructions. Agreed: Majority of each House. Discussion Notes: · Steve M.: ccNSO and GNSO may address matters escalated by the CSC, pursuant to their operating rules and procedures. · Steve D.: You are right, not GNSO rep. GNSO Council speaks for GNSO. Majority of each House would decide. Higher threshold? None. 17.2 CSC Composition, appointment, term, and removal -- GNSO Liaison. Agreed: Council to approve by majority of each House. Current James Gannon. 17.3(b) GNSO Council would respond by a majority of each House. Agreed: majority of each House. 17.3(c) · Steve M says GNSO can request -- who is empowered to request the formation? · Steve D.: No role on the registries stakeholder group, but there is a role is for recommendation. 18 IANA Naming Function Reviews (IFRs). Bylaws say supermajority. DT doesn't have to make a recommendation for 18.2. Same for 18.6. 18.7 Composition of IFR Review Teams - no role for Council each Constituency and Stakeholder Group would designate its own member. Discussion Notes: · Amr -- Q: GNSO SGs need to collectively agree on a uniform process for the nomination and appointment process for IFRT co-chair. A role for Council? · Steve D. GNSO will have several representatives -- recommend that the representatives from the GNSO will appoint their co-chair. · Steve M.: Agree. · Amr: Ask for clarification -- GNSO SGs also appointed members to CWG-Accountability -- but GNSO appointed. · Steve D.: Bylaws say co-chairs selected from among the GNSO representatives. Don't see a need for Council to get involved. Recommend that each GNSO SG designates its member and GNSO Review Team members will select their co-chair. 18.12 Special IFR – No action by the DT: required review Bylaws say supermajority approval for comment period request. Article 19.4 – No action by the DT: Bylaws references supermajority. Article 19.6 Election of co-chairs and liaisons Discussion Notes: · Steve D.: Suggest simple majority. · Steve M.: Why not the same as co-chair of IFRT in 18.7. Action Item: Staff to clarify whether this section references the same process as for co-chairs as IFRT in 18.7. Article 22 – Agreed (see DT Draft Report) · Steve D. Pick up on the next call. Reminder to complete the doodle poll. · Steve M.: Already covered 22.7. · Steve D. You are right. Pick up at 22.8 on the next call. From: <gnso-bylaws-dt-bounces(a)icann.org<mailto:gnso-bylaws-dt-bounces@icann.org>> on behalf of Julie Hedlund <julie.hedlund(a)icann.org<mailto:julie.hedlund@icann.org>> Date: Wednesday, October 5, 2016 at 12:17 PM To: "gnso-bylaws-dt(a)icann.org<mailto:gnso-bylaws-dt@icann.org>" <gnso-bylaws-dt(a)icann.org<mailto:gnso-bylaws-dt@icann.org>> Subject: [Gnso-bylaws-dt] Action Item re: 19.6 Election of Co-Chairs and Liaisons Dear DT Members, Per this action item from today’s call: “Staff will clarify whether 19.6 Election of Co-Chairs and Liaisons references the same process as for co-chairs as IFRT in 18.7” Please see the attached excerpt from the Bylaws of the full text of Section 19.5 SCWG Composition and Section 19.6 Elections of Co-Chairs and Liaisons. Note that 19.5 states: [Begin Excerpt] (a) Each SCWG shall consist of the following members and liaisons to be appointed in accordance with the rules and procedures of the appointing organization: (i) Two representatives appointed by the ccNSO from its ccTLD registry operator representatives; (ii) One non-ccNSO ccTLD representative who is associated with a ccTLD registry operator that is not a representative of the ccNSO, appointed by the ccNSO; it is strongly recommended that the ccNSO consult with the regional ccTLD organizations (i.e., AfTLD, APTLD, LACTLD and CENTR) in making its appointment; (iii) Three representatives appointed by the Registries Stakeholder Group; (iv) One representative appointed by the Registrars Stakeholder Group; (v) One representative appointed by the Commercial Stakeholder Group; (vi) One representative appointed by the Non-Commercial Stakeholder Group; [End Excerpt] Furthermore, 19.6 states, “(a) The SCWG shall be led by two co-chairs: one appointed by the GNSO from one of the members appointed pursuant to clauses (iii)-(vi) of Section 19.5(a) and one appointed by the ccNSO from one of the members appointed pursuant to clauses (i)-(ii) of Section 19.5(a).” The language in 18.7 appears to be the same, as in the following excerpt: [Begin Excerpt] Each IFRT shall consist of the following members and liaisons to be appointed in accordance with the rules and procedures of the appointing organization: (a) Two representatives appointed by the ccNSO from its ccTLD registry operator representatives; (b) One non-ccNSO ccTLD representative who is associated with a ccTLD registry operator that is not a representative of the ccNSO, appointed by the ccNSO; it is strongly recommended that the ccNSO consult with the regional ccTLD organizations (i.e., AfTLD, APTLD, LACTLD, and CENTR) in making its appointment; (c) Two representatives appointed by the Registries Stakeholder Group; (d) One representative appointed by the Registrars Stakeholder Group; (e) One representative appointed by the Commercial Stakeholder Group; (f) One representative appointed by the Non-Commercial Stakeholder Group; [End Excerpt] Best regards, Julie Julie Hedlund, Policy Director

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DT
by Edward Morris Oct. 10, 2016

Oct. 10, 2016

Thanks for all of your hard work on this Steve. It is very much appreciated. As to threshold proposals: 1. I agree with Darcy and Wolf-Ulrich that ICANN “asset sales”, ICANN bylaws §26(a), should require at least a supermajority threshold. This is an extraordinary measure that would indicate substantially a wind up of ICANN the corporation. I’d actually prefer this only be done with full consensus of the community, meaning a threshold of unanimity, if others would concur. If not, I’d be happy to go along with supermajority. 2. I agree with Darcy and Wolf-Ulrich that supermajority would be appropriate for Bylaws §26(a) – Fundamental bylaws, with reasoning similar to that used earlier for the PTI Articles (§16.2). 3. I am in favor of a majority of each house threshold for §3.1(a), §3.2(a), and §3.3(a). These sections all concern removal of Board members. I understand why at first glance it may be appealing to push these thresholds upwards to a supermajority. After all, removing a Board member certainly is serious business. However, I would suggest that we need to place these potential acts into full context. With the rejection of the membership model, a model that had the support of the community although not of the Board, our enforcement mechanisms in the accountability proposal are indirect and rest ultimately in our ability to recall Board members (“dumping the Board’ in CCWG parlance). It is the hope of many of us active in the CCWG that the perceived threat of being recalled will be enough incentive for Board members to act in a way responsive to community concerns, and that this power will never be utilized. My fear is that a GNSO supermajority threshold sets the bar for Board removal too high. Let us not forget that recall requires the affirmative vote of at least 2 other Decisional Participants with the objection of no more than 1. That is a community threshold already higher than many of us wanted. If we then add a GNSO supermajority threshold the result would be that one GNSO SG could stop the removal of a director even if a removal had the support of every other GNSO SG, the voting NCA’s and every other Decisional Participant. I believe that is too high of a threshold, believe the Board would consider it as such, and that recall – our ultimate enforcement mechanism – would be seen by the Board as something largely impossible for the community to achieve and thus would not act as a deterrent to bad acts. The community threshold contained in the Bylaws, in my view, is already so high that it’s deterrent effect is questionable. Making the practical threshold even higher by placing the GNSO threshold at a supermajority level would be a further step away again from creating an accountability mechanism that will actually work in keeping the Board responsive to the community. As to the report: Council has requested an implementation plan, to be adopted by consensus. To date, the report is more of a travelogue. Following the introduction, I’d suggest we create a section stating the 1) specific recommendations and 2) the level of support each recommendation received, categorized into who and how sections. To the extent we want to explain how we got to the recommendation I’d suggest the travelogue be placed in the appendix or, at the very least, at the back of the report with it’s content being a true and faithful report of our deliberations. As Councilors we’ve had a lot thrown on our plate lately. Its not likely that every Councilor will be able to read every word of our report. We need to give Council what it asked for up front so we can ensure that all Councilors understand what exactly we are recommending with an indication of the appropriate level of support. Best, Ed Morris

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Actions/Discussion Notes: Bylaws DT Meeting 05 October
by Julie Hedlund Oct. 8, 2016

Oct. 8, 2016

Dear DT Members, Please see below the discussion notes captured by staff from the meeting on 05 October. 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 recording. The recording and chat are provided separately and are posted on the wiki at: https://community.icann.org/display/GBIDT/DT+Meetings. The mapping document from Steve DelBianco is attached. Best regards, Julie Julie Hedlund, Policy Director GNSO Bylaws Implementation Drafting Team, Wednesday, 05 October 2016 at 1300 UTC Action Items: 1. Staff will clarify whether 19.6 Election of Co-Chairs and Liaisons references the same process as for co-chairs as IFRT in 18.7. 2. Steve D will circulate another version of the report with minor changes. Dropping last page. No objection from Steve M. 3. DT members will continue to review the mapping document beginning with Section 22.8. Review the mapping document and note any DT recommendation where DT members would like to argue for a decision threshold that differs from what is indicated in the document. Article 4 -- 4.2 & 4.3: · Steve M: Surprised in blue. 4.3 B talks about a supporting organization being a claiment -- GNSO on its own initiating reconsideration -- should be green. · Steve D. 4.3 b -- If GNSO made a decision to be a claimant it would be a majority of each House. What else? · Steve M.: Probably higher than that. These should be separate. GNSO as part of EC and other GNSO acting on its own. · Steve D.: 4.2 and 4.3 b -- GNOS rep on EC approve a Reconsideration request -- majority of each House? Or different level? If GNSO itself decides to be a claimant for a reconsideration request -- what level of support? · Ed Morris: Majority of each House. · Steve D.: Steve M., supermajority? · Steve M.: Some type of supermajority. Poll: How many for higher than majority of each House? 1 - Steve M.; 6 – majority of each House. 4.3b Poll: 1 – Steve M. higher; 6 -- majority of each House. 4.3(j) -- IRP standing panel -- majority of each House Poll: Steve M.: 1-higher; 6 - majority of each House. 4.6: Specific Reviews -- Chairs of ACs/SOs select a group of 21 review team members -- each GNSO constituency and SG can nominate and decision to approve 21 members would be presented to Council to approve. Agreed: 4.6a majority of each House consensus. 4.7 Community mediation Agreed: Majority of each House. No objections. Article 6, section 6.1 -- GNSO representative on the EC. GNSO Council has appointed an interim post -- Council Chair Poll: Majority or supermajority: 1 member -- Steve M; 6 – majority. Discussion Notes: · Marika: Current way Bylaws are written the assumption is the Chair would take that role unless another was selected. How would you deal with multiple candidates/nominees? · Amr: The Bylaws have referred to the GNSO Council Chair as the GNSO Chair. · Marika: It requires a notification to the ICANN Secretary. Can that happen if there has been no selection? Or does the DT need to make a clarification -- authorized to make that notification unless the GNSO decides to select another person. · Steve D.: Not sure we will get to that on this call. First question is when we are nominating -- majority or supermajority. Poll: Supermajority or greater than simple majority? · Ed Morris: Simple majority. · Amr: Good with simple majority. · Darcy: Agree. · Farzaneh: Agree. · Steve M.: Might not get even simple majority for a nominee. Not sure that we need to get into every contingency. 6.1 Composition and Organization of the EC – Agreed: majority of DT agreed that Council speaks for GNSO and simple majority of each House. 6.2 EC Powers – Agreed: Council speaks for GNSO. 6.3 EC Administration -- DT recommends that GNSO representative on EC acts through the majority of each House Article 7: Board of Directors, Section 7.2 -- majority of each House -- in appointing replacement directors. · Steve M.: 7.12 -- Entire Board is recalled. Don't see how that could be simple majority. Support a higher threshold. · Ed Morris: We will be under time pressure to appoint an interim member -- would agree with supermajority if not interim director. Agreed: Simple majority for interim directors and follow already defined procedures for directors. Article 11, Section 11.3: What action needs to happen here? Discussion Notes: · Julie H: Need to amend the GNSO Operating Procedures voting threshold. · Marika: Question is whether you want to call out these voting thresholds separately that relate to the EC. · Steve D.: Could clarify that Council references the GNSO in the Bylaws. · Steve M.: GNSO cannot amend the Bylaws by itself, nor the Council. · Steve D.: Staff would come back with amendments to procedures or Bylaws based on the DT recommendations on who and how. DT will want to comment. If in the Bylaws then the EC has a role in approving. Better if Bylaws said that Council speaks for GNSO. · Amr: If it the consensus of the GNSO to move in that direction. Language in the current Bylaws supports the Council carrying out the duties of the GNSO. · Steve M.: The point about the Bylaws change is that the GNSO can't change the Bylaws by itself. Don't agree with Amr that there if there is no direct prohibition then the Council can do it. · Ed Morris: It is a valid point, but not sure that this DT is the one to reconcile this, but maybe when we get to the Council -- may need to ask Legal if we need to amend the Bylaws. Leave it for Council to decide. Agreed: DT realizes that some recommendations will be reflected in amendments to the procedures and some in the Bylaws changes. These would then go up for public comment. 16.2PTI Governance: Approved by the EC -- GNSO's rep. Majority of each House. Poll: Supermajority or majority? · Ed Morris: This is a fundamental power. Would prefer a supermajority. · Steve D.: Anyone else want to raise the threshold? · Steve M. Supermajority. · Farzi: Supermajority. · Amr: Supermajority. · Darcy: Supermajority. · Wolf-Ulrich: Supermajority. Agreed: Supermajority. 16.3 IANA Naming Functions Contract: EC approves changes to contractual terms. Agreed: Majority of each House. 17.1 CSC -- escalate a failure -- EC authorizing instructions. Agreed: Majority of each House. Discussion Notes: · Steve M.: ccNSO and GNSO may address matters escalated by the CSC, pursuant to their operating rules and procedures. · Steve D.: You are right, not GNSO rep. GNSO Council speaks for GNSO. Majority of each House would decide. Higher threshold? None. 17.2 CSC Composition, appointment, term, and removal -- GNSO Liaison. Agreed: Council to approve by majority of each House. Current James Gannon. 17.3(b) GNSO Council would respond by a majority of each House. Agreed: majority of each House. 17.3(c) · Steve M says GNSO can request -- who is empowered to request the formation? · Steve D.: No role on the registries stakeholder group, but there is a role is for recommendation. 18 IANA Naming Function Reviews (IFRs). Bylaws say supermajority. DT doesn't have to make a recommendation for 18.2. Same for 18.6. 18.7 Composition of IFR Review Teams - no role for Council each Constituency and Stakeholder Group would designate its own member. Discussion Notes: · Amr -- Q: GNSO SGs need to collectively agree on a uniform process for the nomination and appointment process for IFRT co-chair. A role for Council? · Steve D. GNSO will have several representatives -- recommend that the representatives from the GNSO will appoint their co-chair. · Steve M.: Agree. · Amr: Ask for clarification -- GNSO SGs also appointed members to CWG-Accountability -- but GNSO appointed. · Steve D.: Bylaws say co-chairs selected from among the GNSO representatives. Don't see a need for Council to get involved. Recommend that each GNSO SG designates its member and GNSO Review Team members will select their co-chair. 18.12 Special IFR – No action by the DT: required review Bylaws say supermajority approval for comment period request. Article 19.4 – No action by the DT: Bylaws references supermajority. Article 19.6 Election of co-chairs and liaisons Discussion Notes: · Steve D.: Suggest simple majority. · Steve M.: Why not the same as co-chair of IFRT in 18.7. Action Item: Staff to clarify whether this section references the same process as for co-chairs as IFRT in 18.7. Article 22 – Agreed (see DT Draft Report) · Steve D. Pick up on the next call. Reminder to complete the doodle poll. · Steve M.: Already covered 22.7. · Steve D. You are right. Pick up at 22.8 on the next call.

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Comments/Questions re ICANN Bylaws & GNSO Procedures Mapping
by Darcy Southwell Oct. 7, 2016

Oct. 7, 2016

Seems like we’ll be pressed for time on Monday so I thought I’d share these three items in advance of our meeting. In re-reading the rest of the ICANN Bylaws & GNSO Procedures Mapping, I suggest that 25.2(b) and 26(a) would be more appropriately supported by a Supermajority vote. A Supermajority is more consistent with the Bylaws’ requirement of approval of 3/4 of the Board as well as the DT’s recommendation regarding issues like 16.2 PTI Governance. Re Annex D, 1.3(b), it looks like the EC has the right to request a publicly-available conference call. Based on the included questions, I’m guessing we don’t have more clarity here, but it seems as though we need to have some threshold identified as to how the GNSO (as a decision participant in the EC) contributes to that decision. Given that this is just the right to request to hold this call, I suggest a simple majority of each house approve the GNSO’s position in such a case. Re Annex D, 1.4, seems like we need a voting threshold for deciding whether the GNSO will vote for or against or abstain. Can someone provide some guidance as to what types of decisions may be coming up? I realize we’re just speculating. Thanks, Darcy __________ Darcy Southwell | Compliance Officer M: +1 503-453-7305 │ Skype: darcy.enyeart

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