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 #11 09 June 16 @ 15:00 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 Remarks 2. Implementation Items * PTI Bylaws and Articles of Incorporation: Chairs' response to Sidley's question * Work plan to finalize PTI formation documents and ICANN-PTI contracts 3. AOB * ICANN 56 Helsinki - Implementation Planning Status Update * IOTF Call #13 (Week of 20 June) Scheduling * Decision Log 4. Closing Remarks Notes: Apologies: James Gannon, Russ Hously, Cheryl Langdon-Orr, Avri Doria Action Items: Helsinki Meeting * Identify the time slot for lunch hour for the session via doodle poll (Conflict on Tue & Wed from RySG, IPC, others) * Structure of the session is short update and Q&A * Get confirmation from IOTF who will be the panel ***Chat History*** Yuko Green: Hello everybody, welcome to the IOTF call #11! Alan Greenberg: I can hear. Elise is dialing in on her phone. Grace Abuhamad: There is a problem with my office line. I will be on listen-only until I can resolve the issue. Alan Greenberg: It wasn't muted then, but is now. Alan Greenberg: We were deliberately adding background conversations then. Chuck Gomes: Greetings. Chuck Gomes: I am x1754 Alan Greenberg: NTIA Euphoria Jonathan Robinson: Hell All. Big milestone. AGEED. Jonathan Robinson: Agreed. Jonathan Robinson: Lise will join shortly Jonathan Robinson: Trang. I am happy to speak to the rationale behind any of the responses to the PTI bylaws Jonathan Robinson: Staus update plus Q&A seems to make sense Jonathan Robinson: Audio? Yuko Green 2: @Jonathan: are you not hearing us? Alan Greenberg: Some of us already have lunch-time meetings. Jonathan Robinson: No. My audio wnet silent Lise Fuhr: I can join Jonathan Robinson: I will log in and out Chuck Gomes: I am only one person but I have lunch conflicts on Tuesday & Wednesday that will affect the RySG, IPC and others. Alan Greenberg: PLEASE NOTE MY COMMENT ABOVE. NOT ALL LUNCH SLOTS ARE FREE. Donna Austin: you will have difficulty getting a non-conflicted slot, so you may just have to pick a tme and run with it. Jonathan Robinson: Rejoined now. Apologies. Alan Greenberg: Note that some meetings will deliberately use the 1st 1/2 hour of the lunch Grace Abuhamad: I can make live edits to the Google doc if needed Grace Abuhamad: Here is the link: https://docs.google.com/document/d/1rmsp569qRxkWtNSNrJsZzENxFKLwbXVcTDWSGZJE qcU/edit?usp=sharing Jonathan Robinson: The Directors shall be:5.2.3.1 Accomplished persons of integrity, objectivity, and intelligence, with reputations for sound judgment and open minds, and a demonstrated capacity for thoughtful group decision-making;5.2.3.2 Persons with an understanding of the Corporation's purposes and the potential impact of the Corporation's decisions on the global Internet community, and committed to the success of the Corporation;5.2.3.3 Persons who, collectively, have executive management, operational, technical, financial and corporate governance experience;5.2.3.4 Persons who, in the aggregate, have personal familiarity with the operation of generic top-level domain registries and registrars; with country code top-level domain name registries; with IP address registries; with Internet technical standards and protocols; and with policy-implementation procedures; and5.2.3.5 Persons who are able to work and communicate in written and spoken English. Paul Kane: ok thanks Grace Abuhamad: Yuko will scroll for you. I'm in the document and able to make edits as needed. Team effort :) Chuck Gomes: Note that I entered my personal comments in the Google doc earlier today. I will try to bring my comments up as applicable. Grace Abuhamad: Thanks for doing that @Chuck Chuck Gomes: Diversity is challenging with 5 people. Chuck Gomes: 'Guidlines' is better than 'criteria'. Alan Greenberg: Considerations better than guidelines Chuck Gomes: 'Considerations' is good. Donna Austin: I agree with Chuck Alan Greenberg: We seem to be making slow progress.Are we planning to hold to the 60 minute limit to this call? Some of us have other commitments. Alan Greenberg: Agree with Chuck Chuck Gomes: 'Independent chair is preferred if possible." Donna Austin: Depending on the requirements or selection criteria that you have for the NomCom appointments, they may not necessarily be independent. Trang Nguyen: @Alan, we'll keep the call to 60 minutes to be respectful of everyone's time. Will discuss how to move forward on any items we cannot get to on the call. Chuck Gomes: We could probably save some time on this exercise if everyone would first put their comments into the Google doc if that is possible. Paul Kane: Alan - that was my point.... Paul Kane: well said Paul Kane: Is the NOMCOM the correct selection method? Alan Greenberg: Correct or not I beleive it has been locked in at this point. Paul Kane: Does NomCom make short list and ask SO to their views? Paul Kane: SO/AC etc Alan Greenberg: We said a NomCom-like process, but the logic evolved into not setting up a new parallel process. Grace Abuhamad: Please feel free to make comments in the Google doc and discuss issues there as well Alan Greenberg: Sorry, should have been down. Trang Nguyen: @Paul: We discussed the CWG's requirement, which Jonathan just said, on IOTF call #1 and an agreement was reached that the NomCom will be the appointing body for the non-ICANN directors. Alan Greenberg: Too late now... Alan Greenberg: The people on THIS call were DT leaders and we were NOT selected by an open process! Paul Kane: ok Grace Abuhamad: Jonathan -- There is a point about the President in Section 5.4 that I don't think you discuss Grace Abuhamad: "President may be PTI manager (must be PTI manager?)." Jonathan Robinson: OK. Will come back to 5.4 Paul Kane: If the Indpendents are no longer employed by their employer - what is the get out Paul Kane: 2 years max 2 terms .... Alan Greenberg: Generally, individuals are appointed and their employment changes do not factor into it other than the potential for them resigning. Alan Greenberg: I prefer 2 x 3 yrs. Grace Abuhamad: Paul and Alan -- I made note of your preference in the Google doc Paul Kane: Is there an auto-kick out if they fail to attend X number of meetings within Y months? Alan Greenberg: I'm fine with 5.5.3 Paul Kane: ok - thanks for clarification Chuck Gomes: Re. call 13, I am not traveling until 25 June. Grace Abuhamad: Also - Sam provided additional info : Sam Eisner: During the CWG Call, in the chat, I noted that there might be some value in further researching the potential to just remain silent on this issue. I did some further looking, and would recommend that it is preferable from a governance standpoint to not be silent on this issue. ICANN is already unique among non-profits in that board members can elect compensation, and that is based upon the community recommendation and the intensive work to identify that proper compensation level. When we seek tax exempt status for PTI, we will have to make representations about anticipated compensation arrangements, so we'd have to be clear at that point if they exist or not - and if they exist, attest to the process through which they are identified Grace Abuhamad: She added that to the Google doc yesterday Paul Kane: I agree - and I don't think they shoudl be compensated. This is a community role Alan Greenberg: Bylaws can be changed just like the ICANN ones were. Yuko Green 2: Everybody has scroll ability as the document is large Paul Kane: When are we going to discuss/finalise the SLE? Paul Kane: Not on graph... Paul Kane: Avri asked last call - whether PTI could have its own direct employees? Alan Greenberg: Current proposal is that all employees will be seconded from ICANN. We are expecting a rationale document from ICANN. Chuck Gomes: What does NTIA have to do with the rationale document? 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