Transcript

Transcript CCWG WP1 Meeting #10 15 April.doc

Transcript CCWG WP1 Meeting #10 15 April.pdf

Recording

The Adobe Connect recording is available here: https://icann.adobeconnect.com/p621wt8r4aa/

The audio recording is available here:  http://audio.icann.org/gnso/gnso-ccwg-aact-15apr15-en.mp3

Agenda:

1.  Review of Agenda

Q&A section - to ask questions of counsel to help inform them, and to get some brief answers where possible - ongoing part of the dialogue to support CCWG's next meeting be as useful as possible

2.  Q&A with Counsel on the "Mechanism" debate

This is to follow up the CCWG meeting on 14 Apr and add any WP1 perspectives for Counsel to consider as they prep for next week's work (20 mins max)

3.  Q&A with Counsel on our Powers

Any remaining questions that didn't get dealt with last meeting (WP1 Mtg #9) in response to the advice from Counsel on our powers  (20 mins max)

4.  Public Comment Document content

5.  Agenda for Next Call

Notes

Accountability WP1 Meeting #10 on 15 April.

Links:  WP1 Drafts - http://tinyurl.com/puvneyq

These high-level notes are designed to help you navigate through content  of the call and do not substitute in any way the transcript.

About the agenda:  legal document with WP2 template and legal advice on

some.  CCWG Tuesday a presentation by the lawyers on powers and

mechanisms.  Some questions not asked, and clear in the call that the CCWG

is far from agreement as to the mechanisms to choose.  So WP1 is not close

to recommending a mechanisms by Friday.  On the co-chair coordination,

need the debate in the CCWG to have the discussion about mechanisms next

week.  WP1 discussed Q&A items, to ask q of the lawyers, and WP1 written

questions will be forwarded.  So when we have the meetings next week, we

are all in a better position to refine down to critical points and the

mechanisms.

Not a decision making call.  To talk about the issues with the lawyers.

To debate with the fill CCWG next week.

40  minutes.

Followed by review of the 3rd draft "CCWG-ACCT Working Party 1: Community

Empowerment Input for First Public Comment Report"

2.  Q&A with Counsel on the "Mechanism" debate

Question: different advantages/disadvantages of the designator model and

the membership model.  Strongest reason to select and drawback to each

model.

Advantage of membership is also the weakness.  Statutory framework of

rights in the corporation code.  Members are given rights under bylaws or

statute that cannot be given to designators.  Some rights are those the

CCWG wants.  They are provided in the statute.

The downside is the extensive framework of statutory rights that should be

built into the bylaws, protections and rights.  There is a lot of

procedure and detail in the bylaws

Advantage of designator is ignoring all of that.  And disadvantage is that

corporate law does not give rights that re available in the statute. To

make those rights available, have to look to contact.

CA corporations code allows any provision in the bylaws that you want for

internal governance, that is not prohibited by law.  If there are

procedures you want to follow (reconsideration etc) can be out in, so long

as not illegal.  And what happens with enforce-ability.  What happens if

someone (the board) decides not to follow within the system, may have a

harder time to respond in the designator system than the member system.

If the SO/AC become members, are the liable.  If GNSO designed a gTLD

designed a policy that everyone thought silly and cause companies to loose

millions $$$ could the GSNO be sued for this?

CA law requires legal persons.  For the designator model. legal advice is

the designators be legal persons, or there'd be no means to legally

enforce bylaws etc. This has worked for ICANN, perhaps we don't care?  But

having legal persons does also bring complications.  So unincorporated

associations are recommended for designators and members.  And in member

model the law says members are persons.  If not legal persons then they

only exist inside ICANN.  So there is no legal recourse.

They have the right to contract and the right to sue, and the burden of

being sued.  But the unincorporated associations have no "blood" no value.

 The unincorporated associations only can be sued, the participants are

not liable.

(Agreement from legal advisor)

Freedom from lawsuit.  Believe forming as unincorporated associations

should not cause liability, and can protect the participants.  They don't

have assets.  Crazy people might file lawsuits but expect those to be

thrown out pretty quickly.

Legal advisors do not think this is a significant concern.

Q.  Members and designators.  GNSO made up of 4 distinct and different

parts, unlikely to come to agreement on any issue.  GNSO needs 4 distinct

votes, weighted.  Is this legally doable?

In a member structure, members of different classes could be given

different votes, quarters, or 4 votes, etc.  In the designator structure,

each would appoint their own Directors.  Its the internal structures that

would elect the same number directors.  Second pathway, the same

mechanisms as used to select the GNSO director could be how you vote as a

designator or a member.

Q. Designing a mechanism to induce the Board to consider, and what such a

mechanism might look like.  Advice that is received but not acted on. How

to cause board action.

Mechanisms to force a consideration by the board.  in the member or

designator structure could design a structure to whenever the member or

designator petition the board for a hearing they get a hearing.  A

convening power to the community.

q. if we get that mechanism, can the board then be forced to respond in

such a way that can then be subjected to review, for example a triggering

of a review mechanism.

The outcome of the convened meeting has 3 results:  do the thing people

want, not do the thing, not take a decision.  And those could be triggers

for an IRP.    A little easier with membership, but probably work around

with the designators, not aware of the problem.

q.  NomCom. Would need to be a legal entity.  Question, how to remove a

directors appointed by the NomCom, could  this only be done by a NomCom.

Under the designator system only be removed by that entity.  So under the

designator system would need to be created as a legal person, restructured

in some way.  Under the member system, can mix designators, and NomCom

could be organized as a designator in a member organized system.

q.  Designator model, contractual arrangements can make the designator

model respond to the major requirements of the CCWG?

q. if no additional measures ti the  designator model, what can we do an

not do?

Under designator system they cannot be given powers around budget and

strategy, and also certain decisions around a review process.  What is the

minimum: even if you decide to maintain a designator system lead advice if

the the designators are organized as legal persons, to provide protection

against liability, a shield, and in the future if needed, they would have

standing to enforce their rights.

q. putting the membership into place would be more complicated and take longer?

Not considerably more complex.  The way currently organized into groups

that are like members.  The member structure relies on some more subtle

areas of law.  But not a radical change from the designator structure.

Look at discrete member rights and say not so complex, but in CA there are

elaborate members requirements, notice requirements, inspection rights,

etc., that make it more complicated to implement.

(fro chat) I would like to clarify.  I think for member corporation, as

Ingrid said, the complexity is in the rights and statutory framework.  I

Think with designators, the complexity is in designing the contractual

arrangements.  So I would say they are both complex, but perhaps in

different ways.

q. legal sub-team, ask for questions in writing, what happens to those

questions:  what steps?

Questions are reviewed by the legal sub-team, not all are sent.

Questions are sent through, or they are collated and sent to counsel.

label any question for counsel, and break out questions from long threads.

4.  Public Comment Document content

Review the document part by part.

Comment: 6.5.2 Power to reject budget/strategy.  Suggest the title should

include reconsideration, the board should be given that option.  Rejection

comes later.  Correct the inconsistency.

Response:  In each situation described, there is a reconsider requirement

while there is a block of execution going on.

Global public interest.  What re the criteria for that?  What are the

ICANN stakeholders.

page 3, 2nd power.  Change adopted to approved, and these are suggested

global changes for the document.

Ratios:  50%, 60% subsequent rejection:  suggest higher for what a extreme

measures, raise by 10% - 15%.

Question, should these ratios should considered in comparison with the

other powers and the importance of other powers?

Think of the rights of members of an organization usually in terms of

approval of the budget. issues of detail.  Is it a positive right to

approve or a negative right to object?

But this will not be a process of the community coming in to approve, it

will only occur when the community has an issue with the board's actions.

6.5.3 increased threshold for the right to object.  Title should also

match content (as with 6.5.2.)

Fundamental and non-fundamental bylaws. Which are the fundamental bylaws.

Timeline of 2 weeks to short, and threshold is too low.

Timeline for bylaws change already require a public comment, the

additional time is not so long as it will have been extensively publicly discussed.

How to distinguish between fundamental bylaws?  We propose what they are,

and these come from WP2.  Mink around core mission and values.  And will

be visible what the are.  WP2 will identify them and describe why they

merit protections.

Fundamental bylaws tend to go to the core of corporation, and those being

suggested seem to do that.  And they would be clearly set out that they

had different mechanisms for change etc.

Who can change or propose changes to fundamental bylaws.  ATRT and other

review teams have suggested bylaws changes. Believe SO/AC can recommend to

the Board to make bylaws changes, but it is a Board mechanism.  And the

Board on its own initiative can move to amend bylaws.  Does this with the

2/3 majority.  Anticipate changes to fundamental bylaws would be higher.

6.5.5. recalling individual directors

Removal of the NomCom appointed directors.  Is the IETF model one to

consider?   Threshold: 40%, concern too low.  Recall methods within stakeholder groups.

escalation mechanism:  not suggesting the NomCom is the body to remove a

director, but suggesting that there should be a way to remove them through

a community mechanism. Consideration that it is not appropriate for the

NomCom to be the remover.  As yet we don't know the mechanism.

Threshold: for now, that it should be the majority of the community, but to be discussed on the full CCWG

IETF model:

Petition to assemble a recall NomCom. Same rules of the regular NomCom,

but is single issue.   Decide on the 75% basis to remove or not.

Offer to draft the analogous procedures.

Action: Avri Doria  to write a short explanation.

5.  Agenda for Next Call

Paper is the sole subject of the next call.

Jordan will add comments to Ver 3 of the document.

Next call will pick up at the end of 6.5.5.

19:00 UTC Thursday April 16.

Action Items

Action: Avri Doria  to write a short explanation

Documents Presented

Chat Transcript

Brenda Brewer: (4/15/2015 15:36) Welcome to the Accountability WP1 Meeting #10 on 15 April.  Chat sessions are being archived and follow the ICANN Expected Standards of Behavior: http://www.icann.org/en/news/in-focus/accountability/expected-standards

  arasteh: (15:50) Jordan

  arasteh: (15:50) I do not understand the agenda

  arasteh: (15:50) Which document we will review?

  arasteh: (15:50) What do you mean by question and answer?

  arasteh: (15:51) KAVOUSS

  Brenda Brewer: (15:51) I just forwardedto your email the agenda sent from Jordan.

  arasteh: (15:52) In my view ,the only item on the Agenda is the document of 18 / 17 pages starting with community empowwerment

  arasteh: (15:52) Pls confir,

  Brenda Brewer: (15:54) Kavouss, I will kindly allow Jordan to explain his agenda.  See email for additional details.

  Jordan Carter (.nz, CCWG): (15:58) Kavouss,, you don't set the agenda. The agenda is circulated. I will explain it at the top of the call

  arasteh: (15:59) Dear Jordan

  arasteh: (15:59) But I should agree with the agenda

  Jordan Carter (.nz, CCWG): (15:59) I will explain what Q&A means

  Cheryl Langdon-Orr: (15:59) clicking ( not typuing) in my audio  line which is the bridge

  arasteh: (15:59) If it is not clear , I have the right for ask clarification.

  Jordan Carter (.nz, CCWG): (15:59) I treid to do that in the email, obviously didn't succeed :)

  Jordan Carter (.nz, CCWG): (15:59) Yes, you do

  Jordan Carter (.nz, CCWG): (15:59) and I will clarify

  Jordan Carter (.nz, CCWG): (16:00) Hold fire, keep calm, I think we will be fine

  arasteh: (16:00) Do you agree with that right or you disagree?

  arasteh: (16:00) I HAVE BEEN AND WILL BE ALWAYS CALM

  Jordan Carter (.nz, CCWG): (16:00) You should make that your email signature *smile*

  arasteh: (16:01) The way that I see the agenda, it is vague, ambigeous

  arasteh: (16:01) Agenda shall be clear without any need to be explained

  arasteh: (16:01) Pls kindly understand our difficulties

  Stephanie Petit: (16:01) Hello, Stephanie Petit here. Good morning/afternoon/evening/night.

  arasteh: (16:02) We must put some order into the work

  Cheryl Langdon-Orr: (16:02) Hi Stephanie

  arasteh: (16:02) I undersatnd that you have a dificult task and I will do my mbest to collaborate with yopu$

  Josh Hofheimer (Sidley): (16:03) Hello

  Stephanie Petit: (16:03) Rosemary Fei is here with me and in the process of logging into adobe connect.

  Rosemary Fei: (16:03) I'm on now

  Robin Gross [GNSO - NCSG]: (16:04) I agree, Jordan.

  arasteh: (16:04) Jordan

  arasteh: (16:05) PLS IDENTIFY THE DOCUM,ENTS RELATING TO THE AGENDA

  Cheryl Langdon-Orr: (16:06) staff can you link to the advice document  that our Q&A  is relating to

  arasteh: (16:06) qUESTION ON WHAT?

  Steve DelBianco  [GNSO - CSG]: (16:06) Kavouss -- do you see the irony in using ALL UPPER CASE to say "I SHALL ALWAYS BE CALM"?

  Rosemary Fei: (16:06) I have a hard stop at half after, sorry.  But others on my team will be on the call.

  Steve DelBianco  [GNSO - CSG]: (16:06) Just kidding, Kavouss.  We'll talk it thru on this call.

  Cheryl Langdon-Orr: (16:08) that should assist  Kavosh  I beleive  (it may also be useful to add the recent presentation as well I assume  and yes I know they are linked to the distributed Agenda and have been distributed...

  Steve DelBianco  [GNSO - CSG]: (16:08) Your instructions and attachments are clear and helpful, Jordan

  Adam Peake: (16:08) see wiki https://icann-community.atlassian.net/wiki/spaces/acctcrosscomm/pages/97715774/WP1+Draft+Documents

  Cheryl Langdon-Orr: (16:10) Indeed it does  Jordan....  If he needs the presenttion link added here

  Greg Shatan: (16:10) The IANA group is boring by comparison, especially since Milton Mueller went quiet.

  Steve Crocker: (16:10) Hello, everyone.  I will be joinbgin gthe bridge momentarily

  Cheryl Langdon-Orr: (16:10) Hi Steve

  Greg Shatan: (16:11) The document on the screen is obsolete.  A new version is available on Google drive.  If we want to discuss that doc.  We should use the current version.

  Robin Gross [GNSO - NCSG]: (16:11) both

  Steve Crocker: (16:12) I'm now on the bridge and muted.

  Cheryl Langdon-Orr: (16:12) I thought we were @Greg

  Adam Peake: (16:12) should have scroll control

  Greg Shatan: (16:12) I was referring to the previous colorful chart.  Not the Sidley/Adler document.

  Cheryl Langdon-Orr: (16:13) Ahh  OK @Greg

  Greg Shatan: (16:13) The document now on screen is correct.

  Adam Peake: (16:13) the slides are alos available on the legal sub-group wiki and have been sent to the CCWG mailing list

  Adam Peake: (16:13) https://icann-community.atlassian.net/wiki/spaces/acctcrosscomm/pages/97715875/Legal+Subteam+Documents

  Jordan Carter (.nz, CCWG): (16:13) So please ask questions, raise comments, etc

  Jordan Carter (.nz, CCWG): (16:13) preferably first on the mechanisms side of things

  Jordan Carter (.nz, CCWG): (16:13) at half past we will move to focus on powers

  Jordan Carter (.nz, CCWG): (16:14) and at 9:50 we will move to looking at our v3 comment material

  Cheryl Langdon-Orr: (16:14) So @Robin is refering to material on P 16 of this displayed doc

  Jordan Carter (.nz, CCWG): (16:14) Please add to your queue

  Cheryl Langdon-Orr: (16:16) We probaby need the "not at all able to be given in the Designator Model  rights as a list,  to assist the full committee discussion

  Jonathan Zuck (IPC): (16:17) and an entity with whom to contract

  Robin Gross [GNSO - NCSG]: (16:19) thanks

  Cheryl Langdon-Orr: (16:20) we should capturre that explanation  from Rosemary  to Robyn  to share woth the wider group...

  Jordan Carter (.nz, CCWG): (16:20) Cheryl: I think it will be added to the table Robin started and that Counsel are working on, which will be done in time for our Friday call

  Cheryl Langdon-Orr: (16:21) This is a *critical issue*  @Avri  good question...

  Cheryl Langdon-Orr: (16:21) Great  Thx  @Jordan

  Samantha Eisner: (16:21) What are the risks if they are not legal persons?

  Jordan Carter (.nz, Member): (16:22) The risks appear to centre around the potential lack of enforceability

  Steve DelBianco  [GNSO - CSG]: (16:23) appreciate that you recognize the community might evaluate the burdens to be worth the costs.

  Avri Doria: (16:23) Could the Boar of Directors still tell a SO that as a uninc asociation how to organize itself?

  Avri Doria: (16:24) sould they be enjoined from fiurther activity becasue they had not assets?

  Cheryl Langdon-Orr: (16:25) Ahhh  so individuals have limited liability in this model within unincirporated Assoc's  Thanks

  Avri Doria: (16:25) ... could they be enjoined ....

  Sharon Flanagan (Sidley): (16:26) @Cheryl - that is right.  Not perfect immunity but some protection and perhaps more than individuals currently have with no legal entity around them.

  Jordan Carter (.nz, CCWG): (16:28) back on the room, thanks for the question Avri

  Robin Gross [GNSO - NCSG]: (16:28) Agree with Steve 100% on this.  GNSO interests are distinct.

  Avri Doria: (16:28) happy to move on, but i still have questions about these suits. and what other sort of measures could be take.  for example could they be stopped from making further policy recommendations until a case was heard.  or somesuch.

  Edward Morris: (16:29) Excellent question Steve. Thank you.

  Rosemary Fei: (16:29) @Avri, as currently proposed, we would keep all SO and AC structure as-is in the Bylaws -- the articles of association would refer to provisions in the bylaws

  Greg Shatan: (16:29) Is Steve breaking up or is that my phone?

  Jordan Carter (Rapporteur WP1): (16:29) It happend on my phone too, Greg.

  Steve Crocker: (16:30) Even within each SG there is diversity.  The CSG has three constituencies, each of which feels strongly it shouldn't be bound to the other two.

  Robin Gross [GNSO - NCSG]: (16:30) the template says they can both apportion their votes

  Steve DelBianco  [GNSO - CSG]: (16:30) So, Apportioning could be the method

  Robin Gross [GNSO - NCSG]: (16:31) p. 60 of April 10 memo, Steve

  Steve DelBianco  [GNSO - CSG]: (16:31) Thanks, Robin.

  Rosemary Fei: (16:31) I have to exit now, sorry.

  Jordan Carter (Rapporteur WP1): (16:32) Bye Rosemary

  Robin Gross [GNSO - NCSG]: (16:32) thanks, Rosemary!

  Robin Gross [GNSO - NCSG]: (16:33) sounds like a petition

  Steve DelBianco  [GNSO - CSG]: (16:34) No -- not a REconsdieration.   Just a DECISION

  Steve DelBianco  [GNSO - CSG]: (16:35) A Meeting doesn't do it, if we need a board DECISION in order to trigger our ability to challenge a decision

  Robin Gross [GNSO - NCSG]: (16:35) petition the board to take an action?  the first step would be a meeting, for sure.

  Jordan Carter (Rapporteur WP1): (16:36) This is about not letting "no decision made" block accountability processes like independent review

  Jordan Carter (Rapporteur WP1): (16:37) deciding not to discuss or decide something isn't a reviewable decision, is I guess the point

  Jordan Carter (Rapporteur WP1): (16:37) if that itself can be a trigger, you could trigger disputes about ANYTHING

  Robin Gross [GNSO - NCSG]: (16:37) I think we'd have to think through how issues fall within the GNSO Policy Development Process.

  Jordan Carter (Rapporteur WP1): (16:39) a NomCom question

  Jonathan Zuck (IPC): (16:39) AGree Robin. The real language we're talking about comes from the ATRT2 which suggests simply that advice coming from ACs needs a response

  Jonathan Zuck (IPC): (16:39) so it's not about using this as a policy devleopment alternative

  Robin Gross [GNSO - NCSG]: (16:39) definitely worth thinking through further

  Steve Crocker: (16:40) There are at least two kinds of requests to the Board that could cause significant problems.  One is a request which is ill-defined.  I can easily imagine a group petitionng the Board to do something about a problem but not being specific about what they want done, and, with further interaction, it could turn out that different people in the community aren't sure of what they're talking about.

  Jonathan Zuck (IPC): (16:40) Steve C has suggested that such a requirement might be burdensome so it might be that the community can petitio nthe oard for a formal response to particular advice

  Steve Crocker: (16:40) The second class of problems that would cause a serious problem is a well defined request that turns out to be infeasible.

  Steve DelBianco  [GNSO - CSG]: (16:40) Right -- this is not an attempt to force an OUTCOME.   Just to force a DECISION

  Jonathan Zuck (IPC): (16:40) Good point STeve, but "doing somehtign" could mena convening a WG or osmething to define a course of action

  Robin Gross [GNSO - NCSG]: (16:41) that's true for both models.

  Jordan Carter (Rapporteur WP1): (16:41) Steve C - agree both points. It's more about not allowing "not going to decide, not going to discuss" block things.

  Greg Shatan: (16:41) In the latter point, responding that it is infeasible and why could be sufficient.

  Jordan Carter (Rapporteur WP1): (16:41) It seems to be a limit case thing to me but I haven't been around as long as others

  Cheryl Langdon-Orr: (16:41) Perhaps  recognise the NomCom as the SELECTION committee that it actually is  whose task is to appoint 'Independant Directors' and leadership roles in the ccNSO.GNSO and ALAC

  Jonathan Zuck (IPC): (16:42) @Jordan. recent examples are advice from SSAC on dotless domains and name collisions

  Steve Crocker: (16:43) Recall of directors poses a different set of problems.  Directors serve the overall interest, not necessarily the group that appointed them.  Recall tilts in the direction of undermining the director's obligation to act in the best interests of the whole.

  David McAuley (Legal Sub-Team): (16:43) Is that right? Is using a membership approach as burdensome as Kavouss says?

  Greg Shatan: (16:44) Under California law, designators have the statutory right to remove the board member they designate.

  Cheryl Langdon-Orr: (16:44) Does it @Steve?

  David McAuley (Legal Sub-Team): (16:44) I cannot imagine it taking years

  Jordan Carter (Rapporteur WP1): (16:44) Steve C, yes, the WP is cognisant of that debate. Groups probably already have that right under legislation, if not set out in bylaws

  Jordan Carter (Rapporteur WP1): (16:45) They certainly aren't lawfully or practically incompatible, fiduciary responsiblities and the ability to remove directors

  Robin Gross [GNSO - NCSG]: (16:45) so, Holly, are you saying this wrong? "Reconsideration right (forcing re-vote with a higher voting threshold of board members) could be created by bylaws and/or contract."

  Robin Gross [GNSO - NCSG]: (16:45) under a designator model

  Samantha Eisner: (16:46) Holly, would it be contrary to law to build in a bylaws process through which the community could hae ability to tell the board to look again at a budget or strategic plan, if not in a membership organization

  Cheryl Langdon-Orr: (16:47) I wiuld think it is possible @Sam  so interested in the formal answer

  Holly Gregory (Sidley): (16:47) and whether a member or designator system, only

  Samantha Eisner: (16:49) I think that the complexity comes in addressing the reality within each of the groups about what it means to have them become entities recognized under law - it'e more internal issues, not difficulty from the legal side (IMHO)

  David McAuley (Legal Sub-Team): (16:49) Further to Greg’s point, we understand that as of now the board cannot remove a director over that director’s designator’s objection irrespective of what bylaws say.

  Holly Gregory (Sidley): (16:49) Agree with Josh and Mike that the work to be done re member vs designator structure is not that different 

  Cheryl Langdon-Orr: (16:50) @Jordan  I guess we shiould note here the historeical point that Chris Disspain raised in a recent call re the *rejection* of a Membership relationship  when the ccNSO  was created... We probably need to look closely at that and look to current opinion as well of course...

  Josh Hofheimer (Sidley): (16:51) @Steve, correct that directors have fiduciary duties to the corporation, but that does not mean they cannot consider the interests of the entity that appointed them.  It all goes into mix of the decision making.  And the designator itself has no fiduciary to the corporation, so it can recall its appointed director for any reason.

  Sharon Flanagan (Sidley): (16:52) Josh +1  - as can a member - member can act in its interests in appointing and  removing

  Holly Gregory (Sidley): (16:53) Counsel only addresses questions that come through Legal Subteam -- and counsel is taking priorities as to projects and answering questions is lower in priority than are some other projects.  as set by Legal Subteam

  Stephanie Petit: (16:54) @ David, I would like to clarify one thing.  There are two types of director removal in California.  One is removal "for cause" and one is "without cause".  A board can actually remove ANY director, regardless of how appointed, "for cause", which are fairly narrow reasons (felony, etc.) It is the "without cause" (for any reason) removals that only members/designators, respectively, can do.

  David McAuley (Legal Sub-Team): (16:54) thanks

  arasteh: (16:55) With respect to the degree of complexity and nature and scope of the required changes in two models unfortunately the views expressed by legal firm were differentr

  David McAuley (Legal Sub-Team): (16:55) Thanks Stephanie, was unaware of that

  Greg Shatan: (16:56) Thank you, Holly for the clarification on prioritization.

  Stephanie Petit: (16:58) @arasteh, I would like to clarify.  I think for member corporation, as Ingrid said, the complexity is in the rights and statutory framework.  I Think with designators, the complexity is in designing the contractual arrangements.  So I would say they are both complex, but perhaps in different ways.

  Cheryl Langdon-Orr: (16:58) no scroll yet

  Josh Hofheimer (Sidley): (16:59) @stephanie +1

  Adam Peake: (16:59) scroll control given

  Stephanie Petit: (17:00) Adler & Colvin signing off now.  Thanks so much.

  Robin Gross [GNSO - NCSG]: (17:01) so, as on ICANN's board, SO's have double weight to ACs.

  Greg Shatan: (17:03) @Robin, that's not how i read the last bullet point on 6.5.1.

  Jordan Carter (Rapporteur WP1): (17:04) it isn't, Greg - it is Robin's proposal for how it should be

  Greg Shatan: (17:04) It looks like GAC and ALAC would parity with the SOs

  Greg Shatan: (17:04) Ahh.  Now understand.  Never mind.

  Robin Gross [GNSO - NCSG]: (17:06) I am proposing SO's have double weight to ACs in our mechanism (as they do on ICANN's board).

  Josh Hofheimer (Sidley): (17:06) Josh H. signing off.  Cheers all

  Steve Crocker: (17:09) The ACs have no weight on the ICANN Board.

  Jordan Carter (Rapporteur WP1): (17:09) The At-Large Community does, with one member. Quite right that that is not an AC per se.

  Steve Crocker: (17:13) At-Large thinks it ought to have two Board seats.

  Edward Morris: (17:14) I agree with Robin on raising voting thresholds.

  Jonathan Zuck (IPC): (17:14) Gotta drop off folks. I'll listen to the mp3. Thanks!

  Jordan Carter (.nz, ccTLD member): (17:16) thanks Jonathan

  David McAuley (Legal Sub-Team): (17:16) agree w Robin on threshhold as well

  Cheryl Langdon-Orr: (17:16) Just in case my green check marks go unrecorded  I also agree with the increases proposed to these thresholds

  Robin Gross [GNSO - NCSG]: (17:18) good point, Greg - this is a positive right to approve

  Greg Shatan: (17:19) Thanks for the clarification.

  Samantha Eisner: (17:26) Should we consider writing into teh Bylaws a specific requirement for public comment on amendments?  That practice is currently just a well-entrneched practice?

  Samantha Eisner: (17:26) Sorry, not on Audio

  Robin Gross [GNSO - NCSG]: (17:27) Yes, Sam, I think that would be good.

  Steve Crocker: (17:27) I need to break off.  Thanks.

  Jordan Carter (.nz, ccTLD member): (17:29) Tks Steve

  Greg Shatan: (17:31) In this case, it is a positive approval right.  There would need to be a vote, rather than just the passage of time without a rejection.

  Greg Shatan: (17:32) I tend to doubt a longer time would be part of the process as such, but that's just me.

  Robin Gross [GNSO - NCSG]: (17:32) that was my understanding too, Greg.

  Avri Doria: (17:32) so it will be a decsion we all make as to which become fundmental.  e.g. the AOC bylaws we are proposing are being suggested as fundmental. i think.  and if the CWG asks for a Sepearation Mechanism bylaw, it too would be requested as fundmental.

  Steve DelBianco  [GNSO - CSG]: (17:33) Currently the Board proposes and approves bylaws changes

  Samantha Eisner: (17:35) Some Bylaws changes come out of the community (such as GNSO changes after the first review, or the bylaws changes to create the At-large director seat)

  Steve DelBianco  [GNSO - CSG]: (17:36) If the board took no action or decsion on the reccomendation, we want an additional pwer to challenge that board decision, right?

  Samantha Eisner: (17:36) but the Board always approves the iniitial posting for public comment

  Avri Doria: (17:37) True Sam, but the ATRT recommendation for new bylaws was indeed reviewed before being passed to the Board. 

  Avri Doria: (17:37) reviewed == had public comment

  Samantha Eisner: (17:39) Yes, but it's also important to specifically call out where Bylaws amendments are being considered within a designated comment period, as a matter of full notice on the issue under consideration

  Steve DelBianco  [GNSO - CSG]: (17:39) the Board is the 'manager' of the bylaws, but we want the community to have a role, too.

  David McAuley (Legal Sub-Team): (17:40) agree w/Steve and Jordan

  Robin Gross [GNSO - NCSG]: (17:40) uh oh

  Cheryl Langdon-Orr: (17:40) call dropped

  Adam Peake: (17:41) seem to have lost Jordan. 

  Robin Gross [GNSO - NCSG]: (17:41) is anyone there?

  Samantha Eisner: (17:41) we hear you Kavouss

  David McAuley (Legal Sub-Team): (17:41) No it is Jordan it seems

  Cheryl Langdon-Orr: (17:41) I am disconnected as well

  Robin Gross [GNSO - NCSG]: (17:41) I hear people.

  David McAuley (Legal Sub-Team): (17:41) we hear you better

  Cheryl Langdon-Orr: (17:41) same here  Jordan

  Cheryl Langdon-Orr: (17:41) we hear you fine

  Michael Clark (Sidley Austin LLP): (17:41) Me too--suddenly line dropped

  Pär Brumark (GAC Niue): (17:41) Much better now!

  David McAuley (Legal Sub-Team): (17:42) make that a large pizza

  David McAuley (Legal Sub-Team): (17:42) yes

  Adam Peake: (17:42) yes can hear

  Vrikson Acosta: (17:45) Now there is no sound

  Steve DelBianco  [GNSO - CSG]: (17:46) Pizza?   Who has pizza??

  Vrikson Acosta: (17:47) No sound

  David McAuley (Legal Sub-Team): (17:48) @Steve, joking about the call coming to Jordan

  Samantha Eisner: (17:50) Bye all - have to sign off

  Cheryl Langdon-Orr: (17:50) nye Sam

  Steve DelBianco  [GNSO - CSG]: (17:51) agree, Jordan.  Just note our INTENT as opposed to our actual percentage

  Greg Shatan: (17:55) Spill is slang...

  Greg Shatan: (17:55) Nom Nom Nom Nom Nom Nom Com

  Steve DelBianco  [GNSO - CSG]: (17:55) Spill is short-hand for forced resignation of all directors. 

  Avri Doria: (17:56) at least the IETf NomCom is a nomcom and not an appointment com

  Steve DelBianco  [GNSO - CSG]: (17:57) True, Avri.  The ICANN NomCom model is unlike anything I've eever seen in the corporate realm

  Avri Doria: (17:57) http://datatracker.ietf.org/doc/rfc7437/

  Robin Gross [GNSO - NCSG]: (17:57) ICANN is indeed unique, as a corporation.

  Steve DelBianco  [GNSO - CSG]: (17:57) My flight is boarding .... so have to go

  David McAuley (Legal Sub-Team): (17:57) safe travels

  Cheryl Langdon-Orr: (17:58) Bye Steve travel safe

  Avri Doria: (17:58) whereas the ICANN while it has something called a nomnating committee, does not nomnate it appoints.  is that normal?

  Steve DelBianco  [GNSO - CSG]: (17:58) No! Avri.  Adieu

  Cheryl Langdon-Orr: (17:58) Thanks Jordan thanks everyone ... bye for now...

  Pär Brumark (GAC Niue): (17:58) Thx all!

  Robin Gross [GNSO - NCSG]: (17:58) thanks, Jordan, and all!  Bye!

  David McAuley (Legal Sub-Team): (17:59) Thanks Jordan and all