Attendees:
Sub-group Members: Alan Greenberg, Carlos Raul, Cherine Chalaby, Cheryl Langdon-Orr, Finn Petersen, Fiona Asonga, Gary Hunt, George Sadowsky, Greg Shatan, Jonathan Zuck, Jordan Carter, Kavouss Arasteh, Keith Drazek, Leon Sanchez, Mary Uduma, Maura Gambassi, Mike Chartier, Par Brumark, Robin Gross, Sebastien Bachollet, Steve Crocker, Steve DelBianco, Tijani Ben Jemaa (23)
Staff: Alain Durand, Alice Jansen, Bernie Turcotte, Berry Cobb, Brenda Brewer, Grace Abuhamad, Valerie Lunden, Yuko Green
Apologies: Avri Doria, Matthew Shears
**Please let Brenda know if your name has been left off the list (attendees or apologies).**
Transcript
Recording
The Adobe Connect recording is available here: https://icann.adobeconnect.com/p9m0oexxdvf/
The audio recording is available here:
Agenda
1. Review of Agenda
2. New Public Comment analyses:
- · a) Fundamental Bylaws and Regular Bylaws (Keith)
- · b) Individual Director Removal (Mike and Robin)
3. Review of previous discussions where required:
- · a) AoC
- · b) Board Removal
4. Upcoming calls confirm order and agendas
5. Any Other Business
Notes
Documents Presented
- PC2 - Section 4 -Fundamental Bylaws.docx | PC2 - Section 4 -Fundamental Bylaws.pdf
- PC2 - 7.2 Standard Bylaws.docx | PC2 - 7.2 Standard Bylaws.pdf
- v2 Power - Recall Entire Board - analysis of PC2.docx | v2 Power - Recall Entire Board - analysis of PC2.pdf
- AoC - analysis of PC2 v3.docx | AoC - analysis of PC2 v3.pdf
Chat Transcript
Brenda Brewer: (10/6/2015 10:43) Welcome all to WP1 Meeting #26 on 6 October 2015 @ 19:00 UTC! Please note that chat sessions are being archived and follow the ICANN Expected Standards of Behavior: http://www.icann.org/en/news/in-focus/accountability/expected-standards
cherine chalaby: (13:57) Hi everyone
Cheryl Langdon-Orr: (13:58) hi all
kavouss arasteh: (13:59) Hi Alice, Brenda and other ICANN sTAFF
kavouss arasteh: (14:00) hI EVERYBODY
Carlos Raul: (14:00) Hello
Cheryl Langdon-Orr: (14:00) hi
kavouss arasteh: (14:00) cOMMO ESTA cARLOS
Carlos Raul: (14:01) Bien mi estimado amigo kavouss
kavouss arasteh: (14:01) eNTONCES bAMOS A ESCOCHAR EL PRESIDENTE
Carlos Raul: (14:02) :-)
Carlos Raul: (14:02) muy bien
Jordan Carter (.nz, rapporteur): (14:02) here we go
kavouss arasteh: (14:03) Jordan
kavouss arasteh: (14:04) could be use the same terminology for " Standard BYLAWS "
kavouss arasteh: (14:04) pls
Brenda Brewer: (14:04) All are on Adobe
Jordan Carter (.nz, rapporteur): (14:06) Kavouss, very good point, apologies for the mistake
kavouss arasteh: (14:07) Tks Chiefh
kavouss arasteh: (14:08) Keith, any refernce to threshold ( high or other levels ) are one alternative. Another alternative is Consensus based on the applicable practice on how to reach that consensus in various SO and AC
Jordan Carter (.nz, rapporteur): (14:10) Kavouss, my humble suggestion is that we deal with that issue when we do the model discussion tomorrow
Jordan Carter (.nz, rapporteur): (14:10) all the powers will need to be adjusted if we move to a consensus model, we don't need to repeat the convo five times
kavouss arasteh: (14:10) Yes chiefh
kavouss arasteh: (14:12) Keith, did you also take into account the assessement of our LEGAL tEAM AND OUTCOMES FROM la
kavouss arasteh: (14:12) LA
Steve DelBianco [GNSO - CSG]: (14:12) Got it, Keith. I will add that to the ST analysis
kavouss arasteh: (14:12) Keith
Steve DelBianco [GNSO - CSG]: (14:12) Do you mean article XVIII -- regarding US location?
Carlos Raul: (14:13) 2/3 is not 75%.....
kavouss arasteh: (14:13) thank you very much , congragulation for your very solid and well established presentation
Bernard Turcotte Staff Support: (14:18) working on it
Alice Jansen: (14:18) Brenda is uploading the document - apologies for the wait
kavouss arasteh: (14:19) Keith, do you think that these two power may be impacted by the model yet to be agreed or they are independent of model
Jordan Carter (.nz, rapporteur): (14:23) the model will affect the enforceability; the decision making process (regardless of model) will affect how the power is exercised
George Sadowsky: (14:24) I'll be glad to comment on this when we get to entir Board removal
Jordan Carter (.nz, rapporteur): (14:25) i'd like to suggest we reverse the order - and deal with Board removal following this, anyhow
Jordan Carter (.nz, rapporteur): (14:27) the Board comment is quite clear, I thought: it doesn't support the CMSMmodel, and wishes to see some kind of consensus.
Jordan Carter (.nz, rapporteur): (14:27) (the vote tallying approach does, of course, rely on the existing SO/AC model.)
George Sadowsky: (14:28) My explanation is limited to entire Board removal, but it may bleed over. Also, my thoughts are in support of a personal opinion, not a Board position.
kavouss arasteh: (14:30) Jordan
Jordan Carter (.nz, rapporteur): (14:30) Only by making them legal persons, Steve. Which was the whole point of the model, to avoid that, based on strong community feedback. And there are no extraneous powers for designators, as the advice of our counsel has made clear. But that's the model discussion.
Robin Gross [GNSO - NCSG]: (14:30) what additional structure does designator model create? The only difference from today is board removal. It sounds like tht may be the objection to the designator model. please correct me if it is sometihng else
Greg Shatan: (14:30) We have no power to exercise currently.
kavouss arasteh: (14:30) I wanted to explore the situation but you asked me to postpone it for the call
Jordan Carter (.nz, rapporteur): (14:30) Kavouss: in respect of which? Director removal, or the "model"?
kavouss arasteh: (14:31) Therte is a major defficencies in voting in particular for ACs
Jordan Carter (.nz, rapporteur): (14:31) that's the model chat, K. Next call.
kavouss arasteh: (14:32) Any voting would have defficiencies as I mentioned in my earlier messages
kavouss arasteh: (14:33) The community may be captured by those voting and in particular by the threshold as out of 29 vote 10 is sufficient to override the tothers's views
Steve DelBianco [GNSO - CSG]: (14:33) We said 75%. Is that high enough?
Robin Gross [GNSO - NCSG]: (14:34) I hope Steve intends to answer my question about specific powers and structures is the board against in the designator model.
kavouss arasteh: (14:34) Any refernce to threshold implies voting which is a risky approach as I mentioned above
Jordan Carter (.nz, rapporteur): (14:34) that's the Dublin conversation we are going to have nexxt week Kavouss.
Jordan Carter (.nz, rapporteur): (14:35) Steve is stepping through the logic that the CCWG extensively explored earlier in its work.
kavouss arasteh: (14:35) but you are discussing that issue now
Jordan Carter (.nz, rapporteur): (14:35) Steve was trying to explain what the logic behind the Board's comments are.
Jordan Carter (.nz, rapporteur): (14:35) can we please not have a discussion about the model?
kavouss arasteh: (14:36) I have also the right to explain the rational behind my proposal for consensus building versus voting
Keith Drazek: (14:36) We need to move on shortly. We'll come back to get a reply to Robin's coment, then to Kavouss, then I'm handing it back to Jordan.
Jordan Carter (.nz, rapporteur): (14:36) we are analysing the public comments. Not developing the model on a different topic.
Robin Gross [GNSO - NCSG]: (14:36) Mr. Crocker, could you please also answer my question about the board's specific concerns with designator model? Thanks.
kavouss arasteh: (14:36) But Steve addressing the issue
Jordan Carter (.nz, rapporteur): (14:37) It sounds to me like he's talking about the decision-making for this power.
kavouss arasteh: (14:37) Robin, the Board has replied the question before in writting
kavouss arasteh: (14:37) Why we need additional explanation
Robin Gross [GNSO - NCSG]: (14:37) No kavouss, the board has not supplied specifics on powers and structures.
kavouss arasteh: (14:38) Why we consider comments as resistance
Jordan Carter (.nz, rapporteur): (14:38) It would be helpful if there is not a discussion of the model...
George Sadowsky: (14:38) this is a separate question
George Sadowsky: (14:38) Jordan +1
kavouss arasteh: (14:39) This question has already been answered in written form why we raise it again
Robin Gross [GNSO - NCSG]: (14:39) I object to asking the board to explain is objections to designator model.
Robin Gross [GNSO - NCSG]: (14:40) I object to NOT letting them answer, rather.
Jordan Carter (.nz, rapporteur): (14:40) it's the tpic of our next call
kavouss arasteh: (14:40) They have already answered the question
Robin Gross [GNSO - NCSG]: (14:40) well it was also discussed on this call. except for the part about requiring an explanation
Keith Drazek: (14:40) Thanks to James G. for his help in drafting.
kavouss arasteh: (14:41) In my view verbal explanation is not as valid as written explanation thus we do not need that at all
Jordan Carter (.nz, rapporteur): (14:43) Do the pre-service letters need to go into the individual director removal paper?
Alan Greenberg: (14:43) ccNSO, GNSO and ALAC have been pretty clear we will participate, regardless of the model. RSSAC and SSAC have been pretty clear that they want to stay advisory and not take actions. Perhaps they might change someday, but they don't seem to think so. GAC is still deliberating and ASO officially has been silent, although rumours abound in both directions.
mike chartier: (14:43) I have it in the current ind. paper
Jordan Carter (.nz, rapporteur): (14:44) mike, great, thanks
Jordan Carter (.nz, rapporteur): (14:44) I wanted us to do the refresh of this and then have Mike work through the paper on Individual removal, and then start the debate
Jordan Carter (.nz, rapporteur): (14:44) is that OK?
kavouss arasteh: (14:44) Alan , 3 out of 7 does not represent even a simple majority
George Sadowsky: (14:45) Jordan - queue please when appropriate
kavouss arasteh: (14:45) How you wish to go ahead with voting which goes further down to another threshold
Jordan Carter (.nz, rapporteur): (14:45) George - is it sensible to work through individual removal first?
kavouss arasteh: (14:46) Are we discussing individual removal or recall of the entire Board
kavouss arasteh: (14:46) Pls concentrate on one at any time and not mixed them up
Jordan Carter (.nz, rapporteur): (14:47) yes Kavouss - my mistake.
kavouss arasteh: (14:48) Jordan,
Greg Shatan: (14:48) Please forget the last five minutes. Thank you.
Robin Gross [GNSO - NCSG]: (14:48) Greg, apparently we can forget the last 10 months.
kavouss arasteh: (14:49) Individual Boardn Member by the designator of those memebrs are unconstitutional as each Board memeber , should act and perform his or her duties in a collegial manner and not on individual way.
Robin Gross [GNSO - NCSG]: (14:50) Kavouss, the California statute was set up to give Designators removal rights. It is NOT unconstitutional. It is the way the statute was intentionally drafted to create an accountability mechanism to hold the board accountable.
Jordan Carter (.nz, rapporteur): (14:50) Kavouss: that obligation is not suspended by a removal power.
Alan Greenberg: (14:50) Mike's voice is fading in and out
kavouss arasteh: (14:51) I hasve mentioned examples of other similar cases thus the removal of the individual Board Mmeber should be done through a collective involvements of all communities or the entire commuiny and not by the degsinator of the Board Member
Jordan Carter (.nz, rapporteur): (14:51) Kavouss: the community doesn
Jordan Carter (.nz, rapporteur): (14:51) t share your perspective, as is clear from the public comments.
Jordan Carter (.nz, rapporteur): (14:53) I will hand the chair to Steve DelBianco to manage tis discussion, with apologies for getting these items wrong and for needing to leave the call early.
Jordan Carter (.nz, rapporteur): (14:53) Thanks Steve for stepping up for this.
Robin Gross [GNSO - NCSG]: (14:53) We should provide "rationale", but defined "cause" is too narrow.
kavouss arasteh: (14:53) Example, if a Director designated by one So acts in collegial manner with other Board Members to safeguard the public interest of the entire community but may not 100% satisfy the expectation of the designator of that Board MEMBER, WHY HE OR SHE SHOULD BE REMOVE unilaterally
Steve Crocker: (14:53) Our standard explanation of the relationship between a board member and the SO that appointed him or her is the board member brings the knowledge of the community that appointed him or her but is not tasked with or expected to act only in the interest of the appointing body.
Jordan Carter (.nz, rapporteur): (14:54) they can't be removed unilaterally. And nobody is asking them to turn themselves into that parochial repressentative.
kavouss arasteh: (14:54) Moreover, the removal should alwas be accompanied by a causel
Jordan Carter (.nz, rapporteur): (14:55) if there was a low threshold that might be a risk, but nobody has suggested that. And finally, the need to include a "justification or reason" -- and the need to have a discussion in the Community Forum - both help make sure there is no authoritarian interference in the role of the Board member and their collective responsibility.
kavouss arasteh: (14:55) We can not push for a removal pursuant to the wish 8 without a valid cause ) of a particular designator
Jordan Carter (.nz, rapporteur): (14:55) see you all later :-)
kavouss arasteh: (14:56) Discussion in forum, does not address the constitutional obstacle that I have mentioned
kavouss arasteh: (14:56) It also directly relate with the model
Greg Shatan: (14:57) Actually, under the current system, the appointing body does NOT have the power to remove the Board member(s) it appointed. The only power they have is to not re-elect them.
Greg Shatan: (14:57) If they did have that power, they would be "designators."
kavouss arasteh: (15:00) Imagine that GNSO decides to remove one or both Director that it has designarted, Imagine also that GAC, SSAC AND RSSAC do not participate in the removal as they are not designator of that director but that Board has properly performed his or her dutuies in regard with public policy issuesd and stability, security and reslency of the Internet
Robin Gross [GNSO - NCSG]: (15:01) Kavouss, the statute was intentionally set up that way so the community could hold them accountable.
kavouss arasteh: (15:01) then that Director will be reoomved on the ground that he or she might have not met the expectation of GNSO bi
kavouss arasteh: (15:02) but fully acted in safegurading the intrests of oteeh communitiesr
Robin Gross [GNSO - NCSG]: (15:02) that is a red herring, Kavouss. This is how it works in companies all over california.
kavouss arasteh: (15:02) Is that constitutional ,
Robin Gross [GNSO - NCSG]: (15:03) directors are not removed for "not following the orders" of the SO. That is a red herring. take it up with the Califrnia legislature if ICANN's board comes down on the other side of that.
kavouss arasteh: (15:04) I am disconnected
kavouss arasteh: (15:04) Pls redial me again
Robin Gross [GNSO - NCSG]: (15:04) Is there any argument other than "collective interests" for not allowing board removal?
Carlos Raul: (15:05) Excellent Cherine
Carlos Raul: (15:05) thank you
Brenda Brewer: (15:05) Operator is calling you Kavouss. Thank you!
kavouss arasteh: (15:05) Brenda
kavouss arasteh: (15:06) I AM DISCONNECTED
kavouss arasteh: (15:07) Chair
kavouss arasteh: (15:07) Pls consider that I am in queue since long time
Steve DelBianco [GNSO - CSG]: (15:07) TIME CHECK, everyone: we want to leave last 40 minutes for consideration of 2nd draft of Board Removal and AoC comments.
Robin Gross [GNSO - NCSG]: (15:08) The consensus was clearly against requiring the entire community remove a director. Check the public comments tool.
Steve DelBianco [GNSO - CSG]: (15:08) So this discussion needs to wind-up in 10 minutes
kavouss arasteh: (15:08) What consensus
kavouss arasteh: (15:08) Who was participating in that consensus
kavouss arasteh: (15:09) The individual removal is unconstitutional
Alan Greenberg: (15:09) Ifeel like I have listened to this same set of arguments before. Perhaps it is because I have.
Robin Gross [GNSO - NCSG]: (15:09) and it has been decided over and over. and yet, here we are again...
kavouss arasteh: (15:09) It was not decided
kavouss arasteh: (15:09) We are reviewing the matter
kavouss arasteh: (15:10) If we can not reconsider why we have this call
kavouss arasteh: (15:10) Accept every thing in the second proposaé
Robin Gross [GNSO - NCSG]: (15:11) which constitution is being violated, Kavouss?
Greg Shatan: (15:11) I suggest others should also deal with understanding the comments rather than discussing the power itself.
Tijani BEN JEMAA: (15:11) you r right Greg
Tijani BEN JEMAA: (15:12) but others did, so I stepped in
Jonathan Zuck (IPC): (15:12) of course, we always have the ability to vote in a new board member when their term is up. This isn't a life long term like a supreme court judge. This is only timing so it's not such a big deal
Tijani BEN JEMAA: (15:12) you know that I'm not too noisy
Greg Shatan: (15:12) I decided not to compete in the race to the bottom.
Greg Shatan: (15:13) But I can't blame you, Tijani, for walking through the door that others have opened.
cherine chalaby: (15:14) If they do what you are saying Ala, they would be in breach of the BYlaws
cherine chalaby: (15:15) Alan not Ala,
Robin Gross [GNSO - NCSG]: (15:15) I only see comments against board removal reflected in the notes. Will commenters on both sides be included in this meeting's notes?
Alan Greenberg: (15:16) @Cherine, as they would be if they took actions for fear of being removed.
Steve DelBianco [GNSO - CSG]: (15:17) @Robin -- see Areas of Consensus on page 3 for the level of support
kavouss arasteh: (15:17) Removal of individual Board by one designator will invoke r
mike chartier: (15:17) Robin,I will capture both sides
Steve DelBianco [GNSO - CSG]: (15:17) Let's please focus on FULL board removal now. If you have lingering issues for Mike on single board removal -- please send email to Mike an cc WP1
kavouss arasteh: (15:18) retaliation by other SO or AC to also remove other Board which result in destability in the entire functioning of the Board
Alan Greenberg: (15:18) If those directors without backbones would take different positions for fear of being removed, then they would do it for fear of not being re-elected. But for the latter, such action could be focussed on the period near their renewal if they think their community only has a short memory.
Robin Gross [GNSO - NCSG]: (15:19) good point, Alan.
kavouss arasteh: (15:19) Still I have not heard a valid argument why the removal of anxy individual Board by the commuity?
kavouss arasteh: (15:20) causes any problem whatsoever
George Sadowsky: (15:20) Jordan, my comments are higher level also, but do respond to the public comment analysis of yesterday. I think that they can wait until Greg is done, but I don't want to be a victim of running out of time.
George Sadowsky: (15:20) oops, perhaps it's Greg to whom this should be addressed
kavouss arasteh: (15:21) ICANN is a Multistakeholder organisation thus there is his or their directors, the directors working for the entire community
kavouss arasteh: (15:23) Sorry for using upper case , Staff may kindly correct that when producing the transcription
kavouss arasteh: (15:24) I am niot comfortable with "- Remove SO/ACs should be able to remove their directors*.
kavouss arasteh: (15:24) This is not a consensus
kavouss arasteh: (15:25) Dear Colleagues
kavouss arasteh: (15:27) I have not heard a valid argument against the removal of the individual Board by the community and unless such valid arguments is provided I continue to object to the idea of unilateral action by a So or AC to remove the Director that they have designated
Steve DelBianco [GNSO - CSG]: (15:28) Kavouss -- we are discussing FULL Board removal now. So please paste your thoughts on INDIV board removal into an email to Greg, with copy to WP1
kavouss arasteh: (15:29) Tks Steve
kavouss arasteh: (15:29) I ask Greg to kindly take into accountthese comments using the Chat
mike chartier: (15:30) I have your comments Kavouss
kavouss arasteh: (15:30) Tks Mike
Steve DelBianco [GNSO - CSG]: (15:30) @Kavouss -- staff will forward the chat to all of us in WP1. But to ensure your point is considered, you should sent a note directly to Greg too
Alan Greenberg: (15:32) Related to removal of individual board members, if we think that a director will take different actions for fear of being removed, there is a solution. Something we can buy for each incoming director. http://dilbert.com/strip/1994-07-24
Steve DelBianco [GNSO - CSG]: (15:34) Wrpa up soon, Greg.
Steve DelBianco [GNSO - CSG]: (15:34) I meant, wrap it up in 3 minutes, please
Alan Greenberg: (15:36) I beleive there was a comment on indiv removal that you could not go beleow some threshold of directors.
Steve DelBianco [GNSO - CSG]: (15:37) Mike -- please be sure you mention this issue of Serial removal in your paper on Indiv Board Removal
Robin Gross [GNSO - NCSG]: (15:37) That cooperation might be happening today....if we had that power.
Jonathan Zuck (IPC): (15:53) sounds right to me
Greg Shatan: (15:59) We'll need to compare the AoC language, the 2nd Draft Language and the Board Language on WHOIS reviews and confirm IPC is okay with the new proposed text.
Keith Drazek: (15:59) The Registries Stakeholder Group has raised some concerns about that language. Thanks Steve for acknowledging it. The RySG supports inclusion of the original AoC language, but not the interpretation w/r/t implmentation obligations.
Jonathan Zuck (IPC): (16:00) gotta roll to the DMPM call
Greg Shatan: (16:01) Way to go Robin!
Robin Gross [GNSO - NCSG]: (16:01) please send comments on the draft for ICAN's Next Super Model
Keith Drazek: (16:01) Great, thanks very much Steve. Will do.
mike chartier: (16:01) Thanks Steve you're a great facillitator
Cheryl Langdon-Orr: (16:01) Thx bye for now
Bernard Turcotte Staff Support: (16:01) bye all
Steve Crocker: (16:01) Thanks, everyone
Greg Shatan: (16:01) Bye all!