Dear members of the IOTF, Please see below the meeting notes and chat history from today's IOTF call. The presentation material, audio and AC room recordings are now posted at https://www.icann.org/stewardship-implementation under "Meetings & Work Sessions" section. The transcript will be made available within the next few days. *** Meeting Notes *** Implementation Oversight Task Force (ITOF) call #12 15 June 2016 @ 20:00 UTC Please note that this meeting is being recorded. To mute or Unmute, select *6 (Star-Six) If you would like to review the last call(s), the recordings and presentation materials are posted publicly here: https://www.icann.org/stewardship-implementation Agenda: 1. Opening Remark 2. Implementation Items TI Bylaws and Articles of Incorporation: Chairs' response to Sidley's question PTI Staffing 3. AOB Helsinki implementation update session Work plan to finalize PTI formation documents and ICANN-PTI contracts Decision Log 4. Closing Remarks Decisions: PTI Bylaws & AoI table 5.2.3 closed 5.3.3 closed 5.11.3 closed 6.1 closed ***Chat History*** Yuko Green: Hello everybody, welcome to the IOTF call #12! Yuko Green: We will get started shortly. Yuko Green: The table is available at https://docs.google.com/document/d/1rmsp569qRxkWtNSNrJsZzENxFKLwbXVcTDWSGZJE qcU/edit?usp=sharing Yuko Green: All - the comments could not fit into PDF, thus I encourage you to open up the Google Doc from above provided link. Grace Abuhamad: If there is no decision/agreement, could I move this suggestion to a comment rather than part of the draft response at this stage? matthew shears: if the PTI manager is the President I think it is desirable to have an independent chair Oscar Robles: I support that, unless there is strong support to keep it matthew shears: but soft option is fine - its a balancing act Cheryl Langdon-Orr (CLO): Yes we need not wordsmith here rather just ensure correect intent Greg Shatan: I am 211xxx6873 (dialed in while rebooting computer). I've been on for a few minutes. Grace Abuhamad: The text is as follows currently: Grace Abuhamad: Chairperson is required.Chairperson must be elected by the board.Chairperson must not be the PTI manager.Chairperson must be one of the NomCom / independent directors. There is a preference that the Chairperson be a NomCom-appointed director if possible. President may be PTI manager (must be PTI manager?). There is a preference is that neither the PTI president and chairperson be PTI staff (whether seconded from ICANN or not). Grace Abuhamad: oops - bad copy paste. One moment please Greg Shatan: ICANN only nominates 3. NomCom nominates the other two. Grace Abuhamad: Here is the correct existing text: Grace Abuhamad: Chairperson is required.Chairperson must be elected by the board.Chairperson must not be the PTI manager.There is a preference that the Chairperson be a NomCom-appointed director if possible. President may be PTI manager. There is a preference is that neither the PTI president and chairperson be PTI staff (whether seconded from ICANN or not). Trang Nguyen: Paragraph 1112: " The PTI Boardcould be comprised of three directors who are employed by ICANN or PTI (for example, theICANN Executive responsible for PTI, the ICANN CTO and the IANA Managing Director),and two additional independent directors. " Yuko Green: CWG Proposal states: "The PTI Boardcould be comprised of three directors who are employed by ICANN or PTI (for example, theICANN Executive responsible for PTI, the ICANN CTO and the IANA Managing Director),and two additional independent directors. The two additional directors must be nominatedusing an appropriately rigorous nomination mechanism (e.g. through the use of the ICANNNominating Committee)." Greg Shatan: That last preference contradicts the President being the PTI manager. Greg Shatan: ICANN appoints all 5 nominees. Cheryl Langdon-Orr (CLO): Correct Greg matthew shears: agree - the issue is more one of balance between nom com appointed and PTI staff Cheryl Langdon-Orr (CLO): yup Cheryl Langdon-Orr (CLO): Yes not Both Grace Abuhamad: Is the sentence correct now? "There is a preference is that both the PTI president and chairperson be PTI staff (whether seconded from ICANN or not)." Lise Fuhr: @Grace missing a not Cheryl Langdon-Orr (CLO): nope Grace Grace Abuhamad: "here is a preference that both the PTI president and chairperson not be PTI staff (whether seconded from ICANN or not)." Cheryl Langdon-Orr (CLO): YES matthew shears: yes Donna Austin 2: President = PTI Manager; Chaiirperson is elected by the Board, but must not be the President = PTI Manager. Cheryl Langdon-Orr (CLO): Yes Chuck it is IMO Grace Abuhamad: I can type whichever you would like! It's not my text :) elise: I understand it the way Donna has said it. Cheryl Langdon-Orr (CLO): Phew AAkram thanks I was looking for a 'headslap'ICON for a moment then Donna Austin 2: Would you have a circumstance where you would have a President and a PTI Manager? Donna Austin 2: that should be, where you would have a President and the PTI Manager on the Board of the PTI? Donna Austin 2: @Jonathan, and mine too. Cheryl Langdon-Orr (CLO): yup Greg Shatan: Chuck you are correct matthew shears: if PTI manager = President then yes, Chair should be indepedent Lise Fuhr: @Chuck yes Donna Austin 2: @Chuck, agree the Chair would be independent as the preferred option. Greg Shatan: This was all supposed to be so lightweight <sigh> Cheryl Langdon-Orr (CLO): LOL matthew shears: yes, correct! Trang Nguyen: I think the 2 options are either the Chair is a NomCom nominated director, or the Chair is not the PTI President. Cheryl Langdon-Orr (CLO): I agree that was the assumption @Jonthan Chuck Gomes: Thanks Matthew. Lise Fuhr: Yes elise: Akram said - regardless of whether the presidnet is on the board or not - the chairmanship should not be held by the president elise: dictated by akram to elise Donna Austin 2: If the President is not the PTI Manager, who will be the President? One of the three appointments made by ICANN? Chuck Gomes: Once again we are not going to be able to finish the Bylaws. I think it is very important that we spend some time on the rationale document in this meeting. Greg Shatan: What is the job description of the President if they are not the PTI Manager? matthew shears: perhaps we should just say that the chair should be appointed by the nomcom matthew shears: that would leave the option of President being PTI manager and being on the Board Chuck Gomes: The best person for chair might not be a nom-com appointee. matthew shears: agree chuck - but this is PTI and there does need to be some degree of independence am ong the key roles Alissa Cooper: Not sure if it helps anyway, but you're talking about a board for an affiliate that is going to have a dozen employees who will be carrying out clerical functions. Might not be necessary to over-optimize given the likely responsibilities of this board. Back to lurking ... Cheryl Langdon-Orr (CLO): zudio? Cheryl Langdon-Orr (CLO): Llow for review is OK Cheryl Langdon-Orr (CLO): Allow Grace Abuhamad: I will provide a redline version and clean version to the full IOTF and CWG groups in advance of CWG call Cheryl Langdon-Orr (CLO): Thx Grace Donna Austin 2: Thanks Chuck and I can confirm that this is the position of the RySG. Chuck Gomes: Let's figure out what we need to do to make secondment work and do it. Donna Austin 2: Sorry all, I have to drop for another call. Cheryl Langdon-Orr (CLO): bye Donna Lise Fuhr: Bye Donna Cheryl Langdon-Orr (CLO): If and when is OK I heard New Staff Lise Fuhr: @Jonathan - correct Lise Fuhr: Sorry for confusion Lise Fuhr: Not hire new staff - but when hiring new staff then to PTI matthew shears: apologies have to drop off Avri Doria: my issue is with conflict of interest in the senior most person. Chuck Gomes: @ Lise: Would that hamper recruiting for new staff? Oscar Robles: yes, please Avri Doria: Chuck, i doubt it. if is a good place to work, people looking for a job will want to work there. Avri Doria: ( said as someone who is always looking for work ) Avri Doria: i think the class issue can be dealt with Avri Doria: i.e. treat all employees equally. Cheryl Langdon-Orr (CLO): Yes Avri it shuld be abe to be Jonathan Robinson: Thanks Akram. Good to have you on the call. Lise Fuhr: Thank you bye all Cheryl Langdon-Orr (CLO): Bye everyone talk again *soon*... Jonathan Robinson: Sorry for my part in the overrun Avri Doria: good travels all who are travelling Regards, Yuko Green Strategic Programs Manager Global Domains Division Internet Corporation for Assigned Names and Numbers (ICANN) Direct Line: +1 310 578 8693 Mobile: +1 310 745 1517 E-mail: <mailto:yuko.green@icann.org> yuko.green@icann.org <http://www.icann.org/> www.icann.org