Transcript

Transcript WP1 #14 14 June 2015.doc

Transcript WP1 #14 14 June 2015.pdf

Recording

The Adobe Connect recording is available here:  https://icann.adobeconnect.com/p7r0tesu85c/

The audio recording is available here:  http://audio.icann.org/gnso/gnso-wp1-14jun15-en.mp3

Proposed Agenda

Draft Agenda - Wp1 14 June 2015 @ 18h00-20h00 UTC

 1. Review of Agenda

 2. Content Summaries - for discussion and hopefully agreement

a) Community Empowerment mechanism (qu 7 [starts 223]) (first draft) - Jordan, Roelof, Robin, Matthew

  b) Incorporation of AOC matters (qus 13 and 14 [starts 373]) (first draft) - Steve, Avri

  c) Approve changes to fundamental bylaws (qu 10 [starts 308]) (first draft) - Keith D

  d) Removal or Directors / Recall of Board (qus 11 & 12 [starts 327] (second draft) - Fiona

  e) Any other summaries (second draft)

 3. Any particular "CCWG Responses" for discussion

 If the rapporteur or others identify comments where proposed responses from CCWG should be discussed becasue they are complex or perhaps sensitive, let's discuss these if we have time.

 4. Any Other Business

Notes

Approve Changes to Fundamental Bylaws - Question 10

CENTR: is it really divergent or highlighting a concern? It raises the question of possible extra layers and inefficiency causing problems for process flow. This requires more review.

ACTION ITEM: Review CENTR comment on Q10

More a question of timing

---

Recommendation that ICANN's mission, commitments, and core values be made fundamental - is this a potential confusion?

--> We clearly state it would be a fundamental Bylaw but example cites it as currently unfundamental. Example drafting failure led to this confusion

ACTION ITEM: Tag "Recommends that ICANN's mission, commitments and core Values be fundamental" as confusion and remove it from area of concern in summary

Clarify that power would kick in before changing Bylaw

ACTION ITEM: Develop a process flow for fundamental Bylaws change

Power: Reconsider/reject changes to ICANN "standard" Bylaws - Question 9

Suggestions to insert counterpoints in document.

Board will propose Bylaws changes with knowledge that possibly will be blocked in future. Community will have ability to comment. This it framework that was started. There is a clash between those who wish a longer timeframe and initial view. Diagrams in next version of report should show how it fits into the timeframe. It should show how much time community would have to consider Bylaw change.

Mechanism to empower the Community - Question 7

Identification of themes in quantitative look document is available.

ACTION ITEM - Volunteer to recut analysis document

Most concerns are focused on implementation

ACTION ITEM: Ask question on enforceability in next public comment period

We should make it clear in next round of comments (if still applicable) that for membership model and powers itself, UAs are not needed - only if we require enforceability.

Suggestion to circulate a chart that assumes SSAC, RSSAC not in the mix. Stress test on enforceability and Courts. In addition, stress test will discuss complexity and rogue voting: what mechanisms would we have to fix the vote?

Voluntary model: relying on Board to enforce powers. We can't have membership without legal persons. If no legal persons, no enforceability, no Court.

We can put into Bylaws the powers we foresee including voting to be applied to existing SO/ACs but if we want legal enforceability, then we need to move to legal structure where SO/ACs need to be entities. If we want legal enforceability, we need membership structure, we need SO/ACs to be legal entities: Clarify that with community.

ACTION ITEM: Volunteer who has read comments to double-check summary with fresher eyes

Clarify that we would not have all powers with designators model

Incorporation of AoC into Bylaws - Questions 13-14

Articles of incorporation have not been discussed yet as to whether membership model would require changes. Legal advice needed on this.

No explicit definition of diversity. Risky to include explicit text in Bylaws on operating procedures.

How are we going to compose operating procedures and where are we going to park them?

There ought to be opportunity to challenge Board if don't agree with review implementation - can't have it as mandatory

ACTION ITEM - Reflect implementation of reviews as area of concern

Removing Individual ICANN Board Directors - Question 11

/

Recalling Entire ICANN Board - Question 12

JPNIC has 2 points: 1) asking for circumstances; 2) would then be procedures for temporarily filling in for Board.

Paragraph does not reference conditions under which Board is recalled. Care-taker, continuity of CEO Etc. - we need to add more detail through that. We have asked for legal advice on caretaker.

ACTION ITEM: Provide clarity on recalling Board process

Do we leave it to supermajority of community or do we add conditions?

We should not specify criteria.

ACTION ITEM: Focus on caretaker

CCWG Responses

- Respond to every comment (vs. individual letters).

- Difficult to produce individual responses but could provide a summary of responses to a group of commenters

In addition to full document, provide document that copies out individual summaries of questions for easy-read as well as assemble key points for debate that would identify most contentious items for discussion and for each set out issue and propose CCWG responses. I.e. enforceability, role/nature of UAs/membership model, differences of powers between 3 models, processes (limited disruption)

ACTION ITEM: Jordan to confirm approach with CCWG leadership

We need consolidated draft on 15 June (23:59 UTC)

Volunteers

ACTION ITEM - Jonathan Zuck to produce key issues draft document

ACTION ITEM: Jordan to ask Matthew Shears whether he would volunteer to double-check summary with fresher eyes

New Comments

4 in EN, 1 in FR, 1 in ZH

ACTION ITEM: Staff to send latest additions to all WPs and to incorporate into g-DOC using new cell-color

A.O.B

Action Items

ACTION ITEM: Review CENTR comment on Q10

ACTION ITEM: Tag "Recommends that ICANN's mission, commitments and core Values be fundamental" as confusion and remove it from area of concern in summary

ACTION ITEM: Develop a process flow for fundamental Bylaws change

ACTION ITEM - Volunteer to recut analysis document

ACTION ITEM: Ask question on enforceability in next public comment period

ACTION ITEM: Volunteer who has read comments to double-check summary with fresher eyes

ACTION ITEM - Reflect implementation of reviews as area of concern 

ACTION ITEM: Provide clarity on recalling Board process 

ACTION ITEM: Focus on caretaker

ACTION ITEM: Jordan to confirm approach with CCWG leadership

ACTION ITEM - Jonathan Zuck to produce key issues draft document

ACTION ITEM: Jordan to ask Matthew Shears whether he would volunteer to double-check summary with fresher eyes

ACTION ITEM: Staff to send latest additions to all WPs and to incorporate into g-DOC using new cell-color

Chat Transcript

  Kimberly Carlson: (6/14/2015 11:44) Welcome to WP1 #14 on 14 June!  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 

  Kimberly Carlson: (11:56) Hello Everyone

  Roelof Meijer (SIDN, ccNSO): (11:57) Hello Alice, Berry, Kimberly, Jorge and Steve!

  Alice Jansen: (11:58) goedenavond, Roelof!

  Roelof Meijer (SIDN, ccNSO): (11:58) ; ) Goedenavond, Alice

  Jordan Carter (.nz, rapporteur): (11:58) hi all

  Roelof Meijer (SIDN, ccNSO): (11:58) Hello, Jordan

  Jordan Carter (.nz, rapporteur): (11:59) morning Roelof!

  Rosemary Fei: (11:59) Hello, everyone.

  Jordan Carter (.nz, rapporteur): (11:59) hi Rosemary

  Jordan Carter (.nz, rapporteur): (12:00) Roelof, thanks for that work on the summary in Community Empowerment, hard bunch of stuff to keep all in mind at once isn't it?

  Keith Drazek: (12:00) Hi all.

  Jordan Carter (.nz, rapporteur): (12:00) morning Keith

  Keith Drazek: (12:00) Afternoon, Jordan!

  Steve DelBianco  [GNSO - CSG]: (12:01) On Jordan's advice, I now use Google's Chrome browser since it works better with Google Docs.    Go figure

  Jordan Carter (.nz, rapporteur): (12:01) it's 0600 here, I think I am awake

  Roelof Meijer (SIDN, ccNSO): (12:01) @Jordan: Morning? You mean you actually are somewhere here it's morning? Gosh, this internet thingy is amazing!

  Jordan Carter (.nz, rapporteur): (12:01) Miraculous

  Jordan Carter (.nz, rapporteur): (12:01) someone ought to be the steward of that thing

  Roelof Meijer (SIDN, ccNSO): (12:01) We should make sure nobody breaks it...

  Keith Drazek: (12:02) I just noticed I forgot to update the heading in my Q10 summary. Should say "fundamental bylaws" not standard.

  Kimberly Carlson: (12:02) Audio disconnected, try to rejoin

  Keith Drazek: (12:03) Getting quite a bit of background noise. Please mute phones and computers.

  Greg Shatan: (12:03) Please mute if not speaking.

  Alice Jansen: (12:03) Please muste your lines

  Greg Shatan: (12:03) A busy office on Saturday.  How sad that would be.

  Roelof Meijer (SIDN, ccNSO): (12:03) Meeting has been muted...?

  Josh Hofheimer (Sidley): (12:03) Hi All, In AC, trying to connect by phone.

  Greg Shatan: (12:03) or sunday.  or whatever day it is.

  Keith Drazek: (12:04) Thanks Jordan and all for the flexibility.

  Steve DelBianco  [GNSO - CSG]: (12:04) AC not allowing to connect audio via computer.  Must we dial-in for speaking roles?

  Kimberly Carlson: (12:05) Sorry Steve, should be good to go now

  Steve DelBianco  [GNSO - CSG]: (12:05) Got it, Kim.  THanks

  Josh Hofheimer (Sidley): (12:08) ICANN STaff, could I get a dial out to (323) 708-2405?  No one is picking up.

  Roelof Meijer (SIDN, ccNSO): (12:09) m I the only one experiencing problems with the audio?

  Jordan Carter (.nz, rapporteur): (12:09) I have good / clear audio

  Josh Hofheimer (Sidley): (12:09) I am in now, thanks

  Steve DelBianco  [GNSO - CSG]: (12:10) Para 127 of our proposal says "The Mission / Commitments / Core Values" are Fundamental Bylaws

  Steve DelBianco  [GNSO - CSG]: (12:15) here is what CENTR said:  •        We support the possibility for a new body to reject proposed Bylaw changes after their approval by the ICANN Board, but only before they come into effect.

  Steve DelBianco  [GNSO - CSG]: (12:15) so that would NOT be divergence, in my view

  Keith Drazek: (12:15) Thanks Steve. I agree. We should insert that part of their comment into the table.

  Jordan Carter (.nz, rapporteur): (12:16) But remember: rejecting proposed bylaws changes is Qu 9

  Jordan Carter (.nz, rapporteur): (12:16) This is the co-decision in favour of fundamental bylaws or changes to them

  Jordan Carter (.nz, rapporteur): (12:16) I don't know how carefully people have seen the distinction

  Holly Gregory: (12:21) in leaf how procedural impasse would arise here

  Steve DelBianco  [GNSO - CSG]: (12:21) delay a bylaws change?    That's the point of community power to approve/block !

  Holly Gregory: (12:22) that was "unclear how procedural impasse would arise" re bylaw review

  Steve DelBianco  [GNSO - CSG]: (12:23) Agree, Keith.   I think we (CCWG) shoudl make that counterpoint in response to that idea of limiting the number of non-approval or veto votes

  Steve DelBianco  [GNSO - CSG]: (12:25) sometimes bylaws changes are suggested by ATRT or other review team.

  Steve DelBianco  [GNSO - CSG]: (12:27) Berry Cobb creates amazing Gantt charts.  Berry -- can you do one for this

  Berry Cobb: (12:29) I'll have to take a look

  Rosemary Fei: (12:35) California law reuires members to be persons -- legal persons.l

  Holly Gregory: (12:35) members must be legal persons

  Rosemary Fei: (12:36) So you can't evenhave a membership model without persons to be members..

  Greg Shatan: (12:37) Holly/Rosemary -- what about designators?

  Rosemary Fei: (12:38) California law on whether designators must be persons is less clear. Arguably, designators must also be persons.

  Avri Doria: (12:40) calling it voluntary minimizes its power.

  Avri Doria: (12:40) no Board can stand up to the collected disapproval of the SOAC. 

  Holly Gregory: (12:41) membership requires personhood. human or legally recognized entity

  Rosemary Fei: (12:41) @avri, happy to come up with a different word than "voluntary" -- suggestions?

  Avri Doria: (12:41) the multstakeholder model

  Steve DelBianco  [GNSO - CSG]: (12:41) "Advisory" is the word

  Avri Doria: (12:41) ( :

  Jordan Carter (.nz, rapporteur): (12:42) All of these are multistakeholder, Avri

  Josh Hofheimer (Sidley): (12:42) +1 Jordan

  Jordan Carter (.nz, rapporteur): (12:42) none of the models proposed have sought to change that

  Holly Gregory: (12:42) also, please remember that without enforceability you have a voluntary system that relies on everyone behaving.  seems to me that there is not that level of trust

  Avri Doria: (12:42) By my definitons, except for individual memebrship, these models are less so.

  Jordan Carter (.nz, rapporteur): (12:43) they're less so because the stakeholders have more authority?

  Avri Doria: (12:43) becaseu groups insteqad of stakeholders hold the pwoer.

  Avri Doria: (12:43) this is a multstakeholder group model, but not a multistakeholder model.

  Jordan Carter (.nz, rapporteur): (12:43) it's one group or another right - either the board, or the stakeholder groups?

  Holly Gregory: (12:43) apologies all.  I'm boarding a plane and will drop off soon.  will listen in for as long as I can

  Avri Doria: (12:44) or rather less of a multistkaholder model.

  Avri Doria: (12:44) Holly, good flight.

  Holly Gregory: (12:44) thanks @Avri!

  Jordan Carter (.nz, rapporteur): (12:44) see you, Holly

  Avri Doria: (12:45) how about we neutraly call is the ByLaw model.

  Holly Gregory: (12:45) agreed. that is the debate.

  Josh Hofheimer (Sidley): (12:46) @Avri, not sure "Bylaw" model works because the other models also assume enumeration of the powers in the bylaws.

  Avri Doria: (12:46) but they requrie change to the Artciles.

  Josh Hofheimer (Sidley): (12:46) What about "Board Dependency Model"

  Josh Hofheimer (Sidley): (12:47) @Avri, I think at the end of the day, all three models will result in changes both to the articles and the bylaws.

  Avri Doria: (12:47) that is prejudical.  it is dependent on the whole system  not just the board.

  Rosemary Fei: (12:47) I don't think I follow the distinction between a multistakeholder model, and a multistakeholder group model.  And I thought all the models under discussion involve multiple stakeholders

  Jordan Carter (.nz, rapporteur): (12:48) Rosemary, me too

  Jordan Carter (.nz, rapporteur): (12:49) or I should have said, me neither

  Holly Gregory: (12:49) without enforceability for member or designator powers you have the current board dependent model

  Josh Hofheimer (Sidley): (12:49) @Avri, but in the "unnamed model!" the choke point is at the Board.  The model 'depends' on the Board complying with the decisions of the IRP, or the byaws themselves, because there are no enforceable measures for a community group, to directly enforce or enjoin the Board

  Avri Doria: (12:49) i will have to get to that explanation.  in this case it centers who who is the member.

  Berry Cobb: (12:49) Greg, you are breaking up

  Steve DelBianco  [GNSO - CSG]: (12:50) I doubt our global commuity will be comforted at the idea of California Attorney General being our advocate.  We (Members) need standing to enforce community powers.

  Holly Gregory: (12:50) agree @Steve

  Stephanie Petit: (12:51) Please recall that California AG in California generally concerns itself with misspending of charitable assets, not necessarily other governance issues.

  Adam Peake: (12:51) Is the conversation needed before the group starts explaining to their communties in BA?

  Rosemary Fei: (12:51) The CA AG, based on past experience, will only engage if substantial misuse of charitable assets is involved.  Of course, intervention in ICANN might be treated differently, but historically, no interest in the CA AG unless large amounts of charitable assets involved

  Holly Gregory: (12:52) I hate to leave this discussion -- I greatly appreciate this process.   by all

  Stephanie Petit: (12:52) AG has discretion on whether to involve itself.

  Steve DelBianco  [GNSO - CSG]: (12:53) @Stephanie -- yet another reason the global stakeholders should not rely on the AG

  Jordan Carter (.nz, rapporteur): (12:53) Relying on a public official to guarantee ICANN follows its rules would not be consistent with what we are trying to do here

  Rosemary Fei: (12:54) Reliance on the CA AG has generally not been an essential part of our advice and recommendations in developing the reference model, or any other models.  It's there, but definitely a bit of a wildcard.

  Rosemary Fei: (12:55) AG enforcement was the "it" that's there in prior comment.

  Rosemary Fei: (12:55) And probably more accurate for me to say that relying on AG has not be part of our advice at all.  I was being too lawyerly the first time.

  Rosemary Fei: (12:59) The law requires members to approve amendments to the Articles of Incorporation.  See "member rights" chart.

  Greg Shatan: (13:01) Steve, that is a great point.  The level of flexibility should be left where it is.  The Bylaws should not become topheavy.

  Rosemary Fei: (13:01) Unlike bylaws, where the members may take the power to amend awy from the Board entirely, amendments to Articles require both members AND board to approve

  Greg Shatan: (13:01) These could be preserved as implementation suggestions for a future time.

  Jordan Carter (.nz, rapporteur): (13:03) I think that the approach proposed in our proposal is the right one - possibility of challenge

  Steve DelBianco  [GNSO - CSG]: (13:07) here is what I put in as an additional bullet: Whether to require ICANN to implement review team recommendations, or rely upon community powers to challenge a board decision not to implement a recommendation (CCWG proposal)

  Jordan Carter (.nz, rapporteur): (13:10) Staff - please move screen to Qu 12

  Berry Cobb: (13:11) I'm there on my side

  Jordan Carter (.nz, rapporteur): (13:11) The adobe room is showing qu 11 still

  Berry Cobb: (13:12) there now?

  Rosemary Fei: (13:12) Now black screen

  Berry Cobb: (13:13) I must be having a network issue

  Steve DelBianco  [GNSO - CSG]: (13:17) Agree, Fiona

  Jordan Carter (.nz, rapporteur): (13:18) Is there any way for the screen problem to be fixe?

  Jordan Carter (.nz, rapporteur): (13:18) fixed?

  Berry Cobb: (13:18) It is still dark?

  Steve DelBianco  [GNSO - CSG]: (13:18) Shareholders can spill a board without restriction on the reasons for their voting, right?

  Jordan Carter (.nz, rapporteur): (13:19) Yes, they can Steve

  Steve DelBianco  [GNSO - CSG]: (13:19) while waiting for Adoeb, I suggest you open the Google Doc in your browser:  https://docs.google.com/document/d/1ViLPAuc_80PEgSqJ2sFJhwyM1gJ7HSlN115kT0YjUHM/edit?usp=sharing

  Greg Shatan: (13:21) i think that counsel can help us with the post-spill issue.  We are not the first to go down this road.

  FIONA ASONGA (ASO): (13:21) Yes Greg

  Rosemary Fei: (13:22) It's on counsel's internal list of things that will eventually need to be addressed.

  Avri Doria: (13:26) i agree we should not single out particlar comments, but should proceed through them in order.

  Steve DelBianco  [GNSO - CSG]: (13:27) Agree, Avri

  Avri Doria: (13:27) btw on the word to substitute voluntary with cooperative

  Avri Doria: (13:32) i would take rewasnably happpy to include a wreadiness to take on more writing assignments.  not so sure about that. 

  Avri Doria: (13:32) smiley was more of a "ok"

  Adam Peake: (13:33) There are also new comments I would like to introduce/mention.  Form the extended comment period

  Avri Doria: (13:34) yes Adam, new comments are an important issue.

  Avri Doria: (13:34) seems like they could even be a priority

  Adam Peake: (13:41) And you will see they have a new numbering scheme for the paragraphs.  Not sure if that works, but it does distinguish them

  Alice Jansen: (13:42) Yes - we will insert the comments into gDOC

  Avri Doria: (13:43) in WP2 they coined the mterm voluntell, voluntold ...

  Steve DelBianco  [GNSO - CSG]: (13:44) Thanks to all

  Avri Doria: (13:44) thanks and cooperative model works quite well for me.  good travel s.

  Rosemary Fei: (13:44) Bye, all.

  FIONA ASONGA (ASO): (13:44) Thank you

  Jordan Carter (.nz, rapporteur): (13:44) see you all

  Josh Hofheimer (Sidley): (13:44) bye all and safe travels