Members: Alan Greenberg, Alice Munyua, Athina Fragkouli, Becky Burr, Bruce Tonkin, Cheryl Langdon-Orr, Eberhard Lisse, Fiona Asonga, Izumi Okutani, James Bladel, Jordan Carter, Julie Hammer, Leon Sanchez, Lyman Chapin, Maarten Simon, Mathieu Weill, Olga Cavalli, Pär Brumark, Robin Gross, Samantha Eisner, Sébastien Bachollet, Steve DelBianco, Thomas Rickert, Tijani Ben Jemaa, (24)
Participants: Andrew Harris, Anne Aikman-Scalese, Akihiro Sugiyama, Avri Doria, Chris Disspain, Damien Coudeville, David McAuley, Edward Morris, Erika Mann, Farzaneh Badii, Finn Petersen, George Sadowsky, Greg Shatan, James Gannon, Jonathan Zuck, Jorge Cancio, Kavouss Arasteh, Keith Drazek, Lise Fuhr, Malcolm Hutty, Mark Carvell, Markus Kummer, Maura Gambasssi, Olivier Muron, Pam Little, Paul Rosenzweig, Pedro da Silva, Phil Buckingham, Rafael Perez Galindo, Rinalia Abdul Rahim, Rita Forsi, Sabine Meyer, Seun Ojedeji, Sivasubramanian Muthusamy, Tom Dale, Thomas Schneider,Tracy Hackshaw, Vrickson Acosta, Yasuichi Kitamura (39)
Legal Council: Holly Gregory, Ingrid Mittermaier, Josh Hofheimer, Michael Clark, Rosemary Fei, Sharon Flanagan, Stephanie Petit,
Advisors: Jan Scholte, Willie Currie
Staff: Adam Peake, Bart Boswinkel, Bernard Turcotte, Berry Cobb, Brenda Brewer, Ergys Ramaj, Glen de Saint Gery, Grace Abuhamad, Hillary Jett, Julia Charvolen, Kim Carlson, Mike Brennan, Olof Nordling, Teresa Elias, Theresa Swinehart
Apologies: Giovanni Seppia, Julia Wolman, Martin Boyle, Matthew Shears, Nell Minow, Roelof Meijer, Valerie D'Costa
**Please let Brenda know if your name has been left off the list (attendees or apologies).**
13:00-13:30 - AoC Reviews incorporation into ICANN Bylaws
Relevant documents : Incorporation of AoC into the Bylaws – WP1 Input
13:30-14:30 – Community empowerment model: public comment 2 reference model
Relevant documents : Sidley & Adler community model document:
14:30-15:30 – Review of government input / concerns received
Relevant documents :
- GAC members input to Paris meeting
- Jurisdiction clarification draft
WP-1-questions-AOC-reviews-in-bylaws.pptx
Revised_ Empowered SO_AC Membership & Designator Models with CM as Sole....pdf
CCWG-Draft compilation of major trends in the GAC comments to the Paris meeting.pptx
22. CCWG and jurisdiction V4.pdf
so if IRP award is not enforced or complied with, can it be enforced by court? and who should start the process? the council?
Greg Shatan: But not by members or representatives.
Sivasubramanian M: Jordan Carter, excellent
Sivasubramanian M: T Shirts, then
Seun Ojedeji: @Jordan thanks for clarifying that i hope what you said is the legal view as well?
Thomas Rickert, CCWG Co-Chair: Ed, what's your preference?
---------------- (07/17/2015 06:40) ----------------
Edward Morris: I can live with either of the membership models, provided we can get Inspection rights set at a fairly low threshold.
Sivasubramanian M: A contrary question: What happens in situations where the sole member is wrong but the board is right?
Edward Morris: in the sole member model.
Jordan Carter (.nz, ccTLD member): Seun yes that's what the lawyers just mentioned
Keith Drazek: @Siva, isn't the IRP anticipated for resolving conflicts?
David McAuley: Good discussion, thank you Thomas for managing the queue as you did
Seun Ojedeji: @Greg not sure i got your point, perhaps if you quote the section of my statement that gave you that impression it could help.
Greg Shatan: Siva, how do you define "right" and "wrong"
Sivasubramanian M: Keith, take the example of a sitation where the sole member wants a Board Member removed, or an ICANN decision taken or repealed. The Board could go to IRP only after the damage is done, and what would the Board plead from IRP? Damages from the Community?
Sivasubramanian M: What we need is a way for Board to stand its ground in situations where it is right
Jordan Carter (.nz, ccTLD member): Seems to me it'd be much more disruptive to rely on sacking the board, than to make some technical changes to ICANN's governing documents.
Jim Prendergast: exactly
Sivasubramanian M: Greg, that is really difficult, I need to find alternate words or write longer sentences
Becky Burr: that is the problem that is solved by ensuring that ICANN stays within its MISSION Sam
Farzaneh Badii: As a participant (who actually participated) I support the sole member model.
---------------- (07/17/2015 06:45) ----------------
Keith Drazek: The attractiveness of the sole member model is that it relies on the cooperation and consensus of the community.
Cheryl Langdon-Orr (CLO) ALAC Member AP Region: agreed @Keith
Greg Shatan: As another "recovering" antitrust lawyer, I agree with what Holly just said.
Keith Drazek: Shared authority between Board and Community AND shared authority WITHIN the community.
Alan Greenberg: Keith, that is no different from the Empowered designator and the "council" or whatever it uses to exercise its power.
Greg Shatan: Siva, I think right and wrong here will be matters of judgment, not easily defined as universally right or universally wrong.
Sivasubramanian M: Greg, That i exactly what I am trying to convey. The Board, entrusted with certain responsibility, should be in a position to exercise judgement in situations where there is a contrary communithy opnion
Jordan Carter (.nz, ccTLD member): The point Sam has just made is wrong, because new constituencies joiing would become part of the member, its voting rights woult no change
Jordan Carter (.nz, ccTLD member): woah sorry for my terrible spelling
Sivasubramanian M: And the community should also respect the Board's judgement to some extent, and to this end, we may need to focus on having a Board with members of sound judgement
James Gannon [GNSO-NCSG]: @Jordan i think she was thinking about new SOACs specifically
Greg Shatan: Siva, I hope we do that already.
---------------- (07/17/2015 06:51) ----------------
Becky Burr: the new participants issue is not unique to anything we are talking about. All SOs and ACs are reflected in the bylaws today. If we are going to have a new SO/AC, it is highly likely that we would need bylaws changes anyway
Greg Shatan: I think the new participants issue is a non-issue; easy enough to draft for.
Greg Shatan: Becky, excellent point.
Paul Rosenzweig (Heritage): The designator model is not clear and simple -- it is actually the most complex because it mutates over time
Sivasubramanian M: Greg, please explain "we do that already" do you mean, we have a board with members of sound judgeat ment already, or that the community already respects board's judgement? Both statements are true to a basic extent, the accountrability process needs to enhance it
---------------- (07/17/2015 06:55) ----------------
Paul Rosenzweig (Heritage): @ Chris -- I don't think that is a good characterization of Ed's point. I think his point is the more nuanced one that certain powers (e.g. power of board removal or budget veto) are more likely to be significant to the corporation, whil others, like the power of inspection of documents or a request for a reconsideration) are more procedural in naturel It makes sense to me that different powers, with different consequences, and different interests can have different threshholds
Anne Aikman-Scalese: The question Chris raises also raises the question whether the CMSM will need legal advice independent of the legal advice to be given to the Board - and this on an ongoing basis and built into the budget.
Seun Ojedeji: Still on CMSM do i get it that CMSM members will not be empowered to do anything unless the SO/AC formerly ask them to? I don't want to take lightly the capture posibility with CMSM since it seem it will be the main power source of the community. Is it really possible for SO/AC to challenge un-directed move from the members of CMSM
Seun Ojedeji: Here is the part that scares me: Need provisions to:- set up community mechanismas sole member- alter director selectionprocess so CMSM electsdirectors- address membershipstructure with one member
Sivasubramanian M: not only in situations where the member's directive leads to a fiduciary violation by board, but also in situations where the Board judges certain action necessary/undesirablr
Jordan Carter (.nz, ccTLD member): Seun: I think we will be leaving the decisions to SOs and ACs - the would have to either say "our appointee/s have the right to cast the votes" or "they have to vote X on issue A" - but either way it would be transparent
Malcolm Hutty: very helpful from Rosemary
Sivasubramanian M: ... e to preserve global public inerest, the Board needs to have some room to differ with the single member
Jordan Carter (.nz, ccTLD member): it has lots of room to do that -- it governs the corporation and does all the things the board of directors does
Sivasubramanian M: what I wrote above is broken into two paragraphs, may please be read together
Jordan Carter (.nz, ccTLD member): exercising any powers against that will involve high thresholds
Jordan Carter (.nz, ccTLD member): Seun: why do those things scare you, that bylaws drafting stuff?
Becky Burr: it isn't an integration of the SOs and ACs - the SOs and ACs participate in the mechanism
Jordan Carter (.nz, ccTLD member): I'm changing to Orange. There is too much green in the room.
Seun Ojedeji: @Jordan the fact that board members are now elected by CMSM an the fact that only those specific people have the power in practice. However you seem to be assuring me that SO/AC will have total control on that group of people.
Chris Disspain: Seun..Board members would NOT be elected by the CMSM
---------------- (07/17/2015 07:01) ----------------
Seun Ojedeji: @Chris, i saw this in the document: - alter director selectionprocess so CMSM electsdirectors
Paul Rosenzweig (Heritage): Good on you Jordan ... but why not pink?
Becky Burr: I think it's analogous
Jordan Carter (.nz, ccTLD member): Too stereotypical, Paul
Seun Ojedeji: Please refer to page 22 of the current document. "as sole member- alter director selection process so CMSM elects directors"
Seun Ojedeji: @Brenda i just lost audio
Seun Ojedeji: can i be redialed
Jordan Carter (.nz, ccTLD member): Seun, the only suggestion I had seen was that the CMSM would be the legally enforceable tool to enforce director appointments if the current, usual process, didn't work - that is, the current process would contniue, and the CMSM would validate/endorse it, not second guess it
Chris Disspain: I believe that what would happen is that the ccNSO would elect a director and instruct the CMSM to tell the bpard to appoint them
Jordan Carter (.nz, ccTLD member): like Chris said
Chris Disspain: and the ccNSO would also instruct the CMSM that the ccNSO director should be removed
Keith Drazek: @Alan, why would any SO or AC not participate in the CMSM model?
Jordan Carter (.nz, ccTLD member): the scenario that Alan is discussing is utterly implausible.
---------------- (07/17/2015 07:05) ----------------
Chris Disspain: Jordan...nothing it utterly implausible
Jordan Carter (.nz, ccTLD member): nothing is "completely" implausible :-)
Sivasubramanian M phone 2: +1 Alan on the reservation s ccNSO + GAC and other possible situatios
Seun Ojedeji: Okay that could be fine then and this is again hoping that the CMSM CANNOT unilateraly make the decision and when they do it will not have any effect because the ICANN board will have the power to refuse?
Lyman Chapin: @Keith that was the gist of my return to Rosemary's "participation in the sole member is equivalent to participation in ICANN" - participation doesn't change for the SOs and ACs
Paul Rosenzweig (Heritage): Chris -- too many TLAs
Seun Ojedeji: I don't think we should be talking about redress with CMSM we just should ensure that they cannot make a unilateral decision
Lyman Chapin: CMSM is therefore essentially a corporate organizational change that introduces the accountability feature of "having members" (in this case just one member)
James Gannon [GNSO-NCSG]: Its plausible that I become a trillionaire and reinvent the internet under my personal disctatorship, I dont believ its any less plausaible than the GNSO and ccNSO dissolving ICANN
Jordan Carter (.nz, ccTLD member): its the same sort of method we have talked about for all th epowers - thresholds would apply to anything this group wanted to do
David McAuley: Agrfee withthat Lyman
Jordan Carter (.nz, ccTLD member): thsi suggestion of making such "outrage" powers, a) unanimous and b) requiring the Board to agree
Jordan Carter (.nz, ccTLD member): certainly helps deal with that
James Gannon [GNSO-NCSG]: *applause for holly and rosemary*
Seun Ojedeji: @Jordan thanks thats relieving
Jordan Carter (.nz, ccTLD member): Great call to let this session run over time, co-chairs
Keith Drazek: Can staff please re-post the link to the Legal slides currently displayed?
Robin Gross [GNSO - NCSG]: and the link to the statutory rights
Robin Gross [GNSO - NCSG]: please
Seun Ojedeji: Thanks and bye
Keith Drazek: Thanks Seun!
Sébastien (ALAC): You will be nice to ask all the members
Sébastien (ALAC): co-chairs please
Josh Hofheimer (Sidley): How long is the coffee break?
James Gannon [GNSO-NCSG]: 15/20mins
David McAuley: Grace, Adam, we now have over 90 participants as sun rises in the Americas and the audio cutting out much longer and more frequently – any way to bump up adobe room robustness
Sivasubramanian M: The danger in rushing into "Community Empowerment" is this: What if the community is not balanced? What if the community is captured by Government or a select cartel of interests (not implying that one exists now)? And worse, what if the community is not mature enough? The prerequisites for community empowerment is to broadband the community, balance it and allow time for the community to mature (please don't take this word in a very negative sense). Until then, it is necessary to have a model that does not drastically alter the status quo.
Sivasubramanian M: no audio for a moment
nigel hickson: Sound of silence...
Kimberly Carlson: Correct, coffee break for 15
Sivasubramanian M: Kimberly, thanks.
Kimberly Carlson: certainly
Sivasubramanian M: i am also having coffee.
Jeff Neuman (Valideus): Sorry to jump into this so late, but is there a full written explanation of the Community Mechanism as Sole Member Model. The slide is just not enough information to get a grip on it and this seems like a departure from the models discussed in BA. Thanks