Dear All, Below and attached are a proposed agenda for this week’s call and the report that I submitted to the WS2 Subgroup leadership this afternoon. Please review the report. If there are any revisions, we can discuss at our next meeting and I will make them in future reports. The report reflects my understanding of where we are based on our last 2 conversations. Based on the feedback in the chat from the last meeting, my recommendation is that we begin to draft the actual guidelines and then compare them to the NTIA criteria and the WS1 report afterward. I would like to use next Wednesday’s call as a session to gather ideas and come out with a rough draft. We can start with bullet points and add explanations as we go. My suggestions would be to have guidelines that cover all Board members and then a subset for SO/AC appointees if we feel that is necessary. Given our “minimalist” approach, I think it would be a good idea for SO/AC’s to have a requirement to transmit their expectations to their appointees otherwise, the Board Member will not have sufficient notice of what the expectations are. We don’t dictate the expectation but require that whatever the expectation is that it be disclosed. Otherwise, the Board Members may assert that they did not have notice of the expectations or, otherwise, have some sort of conflict that having knowledge of the expectation could have resolved. My suggestions are below (and attached) and I welcome input, revisions, etc. As a reminder, under Article 3 of the Bylaws – Removal of Directors 1-8 are subject to a Nominating Committee Director Removal Petition to the EC Administration. One of the requirements is that the petition include “supporting rational in reasonable detail.” See Annex D, Art. 3, Section 3.1, (D).1.(i), (page 178), SO/AC Board Members are subject to a different procedure. The Petition to remove an SO/AC appointee is made directly to the SO/AC. The SO/AC may accept or reject the petition based on its own internal procedures. Proposed guidelines for bringing proposed board removal actions: 1) For All Board seats, petitions for removal: a. may be for any cause b. should: i. be fact based ii. in sufficient detail to verify facts iii. supply supporting evidence if available iv. include references to applicable by-laws and/or procedures if the assertion is that a specific by-law or procedure has been breached v. be respectful and professional in tone 2) In addition, for SO/AC nominees, each SO/AC should: a. establish expectations for Board member effectiveness with regard to representing SO/AC interests b. transmit the expectations to the Board Members within a specified period of time upon taking a seat on the board c. clarify that SO/AC expectations are in addition to any cause that may be brought forth without limiting cause d. develop procedures for consideration of SO/AC Director Removal Petition Notices that include: i. reasonable time frames for investigation ii. written verification of claims iii. consistent voting method for accepting or rejecting a petition I am offline for the next 48 hours and I do look forward to more feedback and productive discussions. Thank you for your good work. Lori Lori S. Schulman Senior Director, Internet Policy International Trademark Association (INTA) +1-202-704-0408, Skype: lsschulman From: Lori Schulman Sent: Sunday, October 02, 2016 2:15 PM To: 'Niels ten Oever' <lists@nielstenoever.net>; Bernard Turcotte <turcotte.bernard@gmail.com>; Thomas Rickert <thomas@rickert.net>; Mathieu Weill <mathieu.weill@afnic.fr>; León Felipe Sánchez Ambía <leonfelipe@sanchez.mx>; ACCT-Staff (acct-staff@icann.org) <acct-staff@icann.org>; Rafik Dammak <rafik.dammak@gmail.com>; fasonga@kixp.or.ke; Nigel Roberts <nigel@channelisles.net>; Greg Shatan <gregshatanipc@gmail.com>; Vinay Kesari <vinay.kesari@gmail.com>; Sébastien Bachollet <sebastien@bachollet.com>; Edward Morris <egmorris1@toast.net>; Cheryl Langdon-Orr <langdonorr@gmail.com>; farzaneh badii <farzaneh.badii@gmail.com>; stevedelbianco <sdelbianco@netchoice.org>; avri doria <avri@apc.org>; Jordan Carter <jordan@internetnz.net.nz>; Wilson, Christopher <cwilson@21cf.com>; Michael Karanicolas <michael@law-democracy.org> Subject: RE: CCWG-Sub-groups Action Items from last plenary Dear All, Due to the religious observance, I will not be attending the meetings on October 2 or October 3. However, I would like to report that our Subgroup has had 2 calls and we have made progress toward establishing a framework for Guidelines of Standards of Conduct Presumed to be in Good Faith with Exercising Removal of ICANN Board Member. We have determined that we will propose a “minimalist” set of guidelines that will put the responsibility of putting specific processes in place by each SO/AC. This is because we do not wish to interfere in the decision making process of any particular SO/AC. The SO/ACs may have different expectations and standards for Board Members who are chosen to represent them. The guidelines will note each SO/AC has (or should have) a decision making process and the process must include a means to document the decision made, including verification and the steps taken to reach the decision. Our thought is not to be too prescriptive but establish principles for fair and reasonable conduct for the community even if different internal standards apply for different interests. Per the guidance from the WS1 discussions, we will not be listing specific causes of action. Each SO/AC could have a different standard for what constitutes a cause of action for board removal but all SO/ACs must follow the same guidelines in order to elevate their concerns to an action for removal in good faith. The proposed action may be subjective but should be able to be explained and accepted by others. The subgroup has determined that this topic should be categorized as “less complex” and should be able to turn a final or near final report by January 2017. Having a preliminary report by October 5 is not realistic as that is 3 days away but we will work with staff to coordinate a reasonable timeline and to have as complete a set of information as is reasonable for the Hyderabad meeting. Our next step is to begin drafting the actual guidelines and then compare them to the NTIA criteria and WS1 proposal and by-laws. I will note that our sub group is small and many members are involved in other subgroups so helping hands may be full. As the rapporteur, I understand that my responsibility is to ensure the proper drafting of the proposal and will assume most of the drafting work. I will seek assistance from staff as I believe that we will need it. I will reach out to Karen Mulberry to establish a realistic time table and how to coordinate with the staff given all of their other responsibilities. With regard to legal assistance, we have not discussed this issue yet. However, I do not anticipate the need for heavy assistance. It would be prudent once the guidelines are complete to have a review by a legal expert with substantial experience in California nonprofit governance to ensure that there are no red flags. Diligence requires process and as long as we have a clear and documented process, we should be able to meet a “good faith” standard. However, given the quirks of CA law, I would not want to assume anything. I would anticipate maybe 8-10 hours of very experienced, independent attorney time and will confirm this with my subgroup. Lori Lori S. Schulman Senior Director, Internet Policy International Trademark Association (INTA) +1-202-704-0408, Skype: lsschulman From: Niels ten Oever [mailto:lists@nielstenoever.net] Sent: Saturday, October 01, 2016 3:44 AM To: Bernard Turcotte <turcotte.bernard@gmail.com<mailto:turcotte.bernard@gmail.com>>; Thomas Rickert <thomas@rickert.net<mailto:thomas@rickert.net>>; Mathieu Weill <mathieu.weill@afnic.fr<mailto:mathieu.weill@afnic.fr>>; León Felipe Sánchez Ambía <leonfelipe@sanchez.mx<mailto:leonfelipe@sanchez.mx>>; ACCT-Staff (acct-staff@icann.org<mailto:acct-staff@icann.org>) <acct-staff@icann.org<mailto:acct-staff@icann.org>>; Rafik Dammak <rafik.dammak@gmail.com<mailto:rafik.dammak@gmail.com>>; fasonga@kixp.or.ke<mailto:fasonga@kixp.or.ke>; Lori Schulman <lschulman@inta.org<mailto:lschulman@inta.org>>; Nigel Roberts <nigel@channelisles.net<mailto:nigel@channelisles.net>>; Greg Shatan <gregshatanipc@gmail.com<mailto:gregshatanipc@gmail.com>>; Vinay Kesari <vinay.kesari@gmail.com<mailto:vinay.kesari@gmail.com>>; Sébastien Bachollet <sebastien@bachollet.com<mailto:sebastien@bachollet.com>>; Edward Morris <egmorris1@toast.net<mailto:egmorris1@toast.net>>; Cheryl Langdon-Orr <langdonorr@gmail.com<mailto:langdonorr@gmail.com>>; farzaneh badii <farzaneh.badii@gmail.com<mailto:farzaneh.badii@gmail.com>>; stevedelbianco <sdelbianco@netchoice.org<mailto:sdelbianco@netchoice.org>>; avri doria <avri@apc.org<mailto:avri@apc.org>>; Jordan Carter <jordan@internetnz.net.nz<mailto:jordan@internetnz.net.nz>>; Wilson, Christopher <cwilson@21cf.com<mailto:cwilson@21cf.com>>; Michael Karanicolas <michael@law-democracy.org<mailto:michael@law-democracy.org>> Subject: Re: CCWG-Sub-groups Action Items from last plenary Hi Bernard, Thanks for the reminder, could you please be so kind to resend the template for the subgroup papers? Thanks in advance, Niels On 09/30/2016 08:46 PM, Bernard Turcotte wrote:
All rapporteurs for CCWG sub-groups,
At our last plenary meeting the following action items were recorded:
CCWG Accountability Plenary WS2 Meeting #5 - 20 September 2016____
ACTION ITEMS:____
1. Sub-group rapporteurs should advise in the next two weeks if they are a complex topic or not for purposes of scheduling as presented today. Rapporteurs to deliver their subgroups paper 3 weeks (October 5^th ) prior to Hyderabad outlining work.____
2. Staff to review resources to see if there is a means to do interviews with leaders to assist in drafting positions. Sub-groups to advise staff if interested in this assistance.____
So this is just a gentle reminder as we will be having a prep meeting at 0500UTC Monday 3 October and a plenary the next day at the same time to be prepared to discuss the above items.
Staff have not received any requests from sub-groups for assistance in drafting papers as proposed by Thomas at our last meeting. If you do request assistance please email us ASAP.
Have a good weekend.
B.
-- Niels ten Oever Head of Digital Article 19 www.article19.org<http://www.article19.org> PGP fingerprint 8D9F C567 BEE4 A431 56C4 678B 08B5 A0F2 636D 68E9 ________________________________