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.