CCWG/Board Dialogue Meeting (02 September @ 22:00 UTC)

Attendees: 

Members:  Alan Greenberg, Becky Burr, Cheryl Langdon-Orr, Izumi Okutani, James Bladel, Jonathan Robinson, Jordan Carter, Julie Hammer, Leon Sanchez, Mathieu Weill, Pär Brumark, Robin Gross, Samantha Eisner, Sébastien Bachollet, Steve DelBianco, Suzanne Radell, Thomas Rickert, Tijani Ben Jemaa    (18)

Participants: Alissa Cooper, Andrew Sullivan, Anne Aikeman-Scalese, Avri Doria, Carlos Raul Gutierrez, Chris LaHatte, David Einhorn, David McAuley, Farzaneh Badii, Greg Shatan, James Gannon, Jonathan Zuck, Jorge Cancio, Kavouss Arasteh, Keith Drazek, Mark Carvell, Matthew Shears, Nigel Roberts, Olivier Crepin-LeBlond, Paul Szyndler, Phil Buckingham, Philip Corwin, Seun Ojedeji, Simon Jansson, Steve Metalitz, Tom Dale, Tracy Hackshaw    (27)

Board Members:  Asha Hemrajani, Bruce Tonkin, Cherine Chalaby, Chris Disspain, Erika Mann, Fadi Chehade, Ganzalo Navarro, George Sadowsky, Jonne Soininen, Markus Kummer, Mike Silber, Ram Mohan, Rinalia Abdul Rahim, Steve Crocker, Suzanne Woolf, Thomas Schneider, Wolfgang Kleinwachter   (17)

Legal Counsel:  Edward McNicholas, Greg Colvin, Holly Gregory, Ingrid Mittermaier, Michael Clark, Rosemary Fei 

Guests:  Alex Deacon, Alexandra Dans, Amy Stahos, Annaliese Williams, Ariel Liang, Barbara Wanner, Brad White, Cathy Handley, Craig Ng, David Conrad, David Payne, Dev Anand, Elise Gerich, Emily Pimentel, Gordon Chillcott, James Cole, James Baskin, Jamie Hedlund, Jim Prendergast, Joe Catapano, Kate Wallace, Kevin Espinola, Larry Strickling, Marika Konings, Michelle Bright, Miriam Sapiro, Nora Abusitta, Paul Kane, Ron Andruff, Ron da Silva, Saller Costerton, Sam Dickinson, Scott Harlan, Stephen Deerhake, Susanna Bennett, Tarek Kamel, Tyler Compton, Vinciane Koenigsfeld, Xavier Calvez

Staff:  Alain Durand, Alice Jansen, Bernie Turcotte,  Berry Cobb, Brenda Brewer, Grace Abuhamad, Hillary Jett, Kim Carlson, Laena Rahim, Megan Bishop, Theresa Swinehart

Apologies:  Martin Boyle, Alice Munyua

**Please let Brenda know if your name has been left off the list (attendees or apologies).**

Transcript

Recordings

• The Adobe Connect recording is available here:  https://icann.adobeconnect.com/p1c9h62xu0c/

• The audio recording is available here:  http://audio.icann.org/gnso/gnso-ccwg-acct-02sep15-en.mp3

Proposed Agenda

Notes

CCWG/Board Dialogue Call 

2 September at 22:00 UTC

Steve presented introductory remarks: http://mm.icann.org/pipermail/accountability-cross-community/2015-September/005160.html. 

Chris outlined a CCWG-Accountability Proposal Delivery Framework (see email here:http://mm.icann.org/pipermail/accountability-cross-community/2015-September/005161.html)

1. Develop Fundamental Bylaws and Process for Modification (including ICANN's Mission and Core Values; AOC reviews; Budget and Ops and Strat Plans and process for Fundamental Bylaws) 

2. IRP (2013 Standard of Review; commitment to work on IRP)

3. Expand Reconsideration Process 

4. Establish new Multistakeholder Enforcement Mechanism (MEM) (challenges against Board action on fundamental Bylaws; binding arbitration process funded by ICANN)

5. Community is involved in developing of Bylaws changes, and budgets, op plans and Strat plans 

6. Board Removal/Recall (pre-service letters) 

7. Bring AOC reviews into Bylaws

8. Fulfill ICG Contingencies

9. Institutionalize in Bylaws the current practice of Board/GAC consultation requirement used only over consensus advice

10. Identify and commit to a process for defining continuous improvement work how the Board will consider those recommendations

Comments and questions: 

• What are some unintended consequences? Capture is a big one. 

• How are Board proposals tested or better than the CCWG proposal? The Board doesn’t propose a change to governance structure

• Enforceability is not sole reason for membership. There was motivation for legal person and binding outcome as well

• The 10-point proposal covers all elements of the CCWG proposal without the membership model for enforceability. Instead, the Board proposes a Multistakeholder Enforcement Mechanism. 

• Kavouss: under existing structure, the community has no power. The Board is trying to maintain this power and using NTIA as an excuse. 

• Fadi: The Board is embracing community powers and accepting binding arbitration Board is not rendering judgement on the Membership model. 

• Board will move to membership model if not possible to do all the community requirements in current model. 

• There is a need for the CCWG to understand what the weaknesses of its proposal are and why the Board proposal is better

• One weakness with the model is that the exact membership hasn’t been defined yet within the sole member model

• Anything perceived by the US as an increase in government role will not be accepted. 

• The CCWG does not agree and understand why a shift is needed. 

Actions and next steps: 

1. Board to provide detailed proposals in writing to the CCWG. Would be beneficial if this could come with legal analysis as well as rationale and any prior work on the impact analysis of the Board’s implementation proposal. 

2. Then, the CCWG will certify a request for its lawyers to review this proposal and check for CCWG and CWG requirements

3. In the CCWG remit to consider what parts of the proposal need to be taken on board while remaining an open process where Board will remain engaged. 

4. The lawyers (ICANN, Sidley, Adler, and Jones Day) should start a dialogue to review the Board proposal. 

Do we want to schedule any more calls or small group interactions or a F2F? Before the CCWG decides on this, the CCWG needs to understand the Board’s comments better. 

Public statement for reporters? 

• We can acknowledge that there was constructive dialogue

• The CCWG is willing to understand what Board’s recommendation is

• We need to make sure the statements today do not overturn or prematurely compromise the CCWG’s work to date

The Board will endeavor to get comments into the Public Comment Forum ASAP. 

Questions

This is a repository for questions submitted via the chat (labeled <QUESTION>) . This list includes unanswered questions and is intended to help facilitators navigate through questions. 

1 - Is the Board specifying those types of By-Laws which it feels are the only By-Laws that can be identified as "fundamental"? (Anne Airman-Scalese)
2 - The Board's list of points aren't related to any criticism, in law or operation, of the CCWG's proposal. Should we treat them as a re-write, and guess the problems they are trying to tackle? Or is some other approach proposed? (Jordan Carter)
3 - I'm supportive of a more critical based approach, as Jordan implied. What problems are we trying to solve with each of these recommendations? (Jonathan Zuck)
4 - Could you please clarify whether the proposals being introduced are a way forward - i.e., an interim approach - or intended to implement the recommendations of the 2nd draft report (Becky Burr)

5 - We need specific questions from the Board and not general and partial comments. Like public comments we need precise comment oneach item. Does the Board wish to stick to the current model and make some cosmetic changes to the process? (Kavouss Arasteh)
6 - Does proposed "Steady State" on IRP reflect the Mission, Commitments, and Core Values proposal from the CCWG? (Becky Burr)
7 - Does the Board agree that bylaws should be amended to: 1) limit ICANN's mission; and 2) to require a bottom-up process for new policies? (Steve Del Bianco)
8 - What do see as the challenges to the single member model and how does the arbitration recommendation mitigate those challenges while preserving enforceability? (Jonathan Zuck)
9 - What is the MS Enforcement Model (MSEM) and how does it differ from the Sole Member model in the CCWG Proposal? (Greg Shatan)
10 - Absent membership structure, is Board legally permitted to share authority (and make enforceable) with respect to the community powers? (Becky Burr)
11 - Assuming the binding arbitration is enforceable in court, what legal entity would be used by the community to bring that action? (Greg Shatan)
12 - For Jordan: In particular it is worth noting that to enforce an arbitration decision, you need legal personality. So we are back to needing a membership model, or the complex unincorporated association model we moved away from due to real and legitimate community concern. (Jonathan Zuck)
13 - Without Membership, can the board legally agree to binding arbitration that might generate a decsion that goes against the board's? (Steve Del Bianco)
14 - The board has expressed a number of concerns over the powers that would be afforded to the community via a membership style model, and the percieved risks of such a system. How does the board reconcile thee concerns with the fact these mechanisms are in use in other corporate governance structures across both US based corporatations and indeed other international organisations with complex missions and goals. (James Gannon)

15 - Without Membership, can the board legally agree to binding arbitration that might generate a decsion that goes against the board's Fiduciary Duty to the Corporation? (Steve Del Bianco)
Membership organizations are fairly common. What are the unintended consequences you are referring to specifically? (Greg Shatan)
16 - Does the Board have a legal opinion that the proposal provides actual enforceability? That would appear to go against all of the advice the CCWG has received for months. How can you share authority on matters within fiduciary scope without a membership model? (Becky Burr)
17 - Chris, what do you believe are the features of the membership that are undecided, and this create alleged risks? (Greg Shatan)
18 - Does the Board oppose having the GAC be a voting body in the Sole Member? (Anne Aikman-Scalese)
19 - Is it understood from the comments made so far that the borad does not wish to have any actual or real changes but just to maintain the statusquo (Kavouss Arasteh)

20 - Given the need for structural reform to create practical accountability is far more important than the IANA transition, how about implementing the reforms and postponing the transition? (Jonathan Zuck)

21 - Can you elaborate on the "political lines" that the Community Proposal crosses, and how the Board's Alternate Proposal addresses these? (James Bladel)

22 - When the MEM proposal indicates consensus of the community, who does that include? (Avri Doria)

23 - Perhaps there is more details in the MSM on how to get around the legal personality. By the way WHats Sidley saying about all these“ (Seun Ojedeji)

24 - The membership model was not merely chosen for enforceability purposes. It was also chosen so that the member would have the requisite relationship to the Board under law to review and veto budget and strategic plan and also to approve or veto bylaws. .   How  did you nonetheless conclude theis was only about enforc3eability.? (Greg Shatan)

15 - Is ICANN (absent membership model) legally permitted to agree irrevocably and in advance that it will submit to binding arbitration?  That seems FAR more radical than what is proposed in the 2nd Draft Proposal. (Becky Burr)

26 - Can the Board please be specific as to the nature and identity of these "unintended consequences" that keep being referred to? (Philip Corwin)

27 - Is the Board saying that it is against the proposed Sole Member structure?!!!   (If so, that is not remotely in accordance with "bottom up" policy making. (Anne Aikrman-Scalese)

28 - If the community disagrees with the boards position and sends the CCWG report in the current form to the oard for approval, will the board veto the CCWGs work as it stands? (James Gannon)

29 - Do you have a legal opinion that a California court will hear the claim of a "non-legal person"? (Greg Shatan)

30 - Fadi, how can you make that commitment - the Board cannot commit to binding arbitration in this manner to the best of our knowledge. (Becky Burr)

31 - How would the "contract" that ICANN will not challenge standing of the non-legal person, be enforced, if courts will not hear a claim from a body that lacks legal personhood? (Greg Shatan)

32 - Can the Baord share the legal opinion that a body without a legal personhood can contract as to standing and enforce a contract in court to not challenge standing? (Greg Shatan)

33 - What is the Board proposing for the way forward, what is the timing, and how can we possibly meet the necessary timeline? (Becky Burr)

34 - Why is the Board now saying we are "changing the model"?  Isn't that phrase deceptive". Aren't we saying the current model creates the ability to render the community and the Board more accountable? (Anne-Aikman Scalese)

35 - The CCWG Proposal sees recourse to courts as a last resort, if the Board does not acquiesce to the action of the Sole Member.  How did the Board come to the conclusion that the court was the first resort? (Greg Shatan)

36 - ENFORCEMENT OF WHAT FADI? you have not said that the Board agrees, for example, with the Mision, Commitment, and Core Values statement?? (Becky Burr)

37 - What is really wrong with the CCWG proposal?   Are we using NTIA as a scapegoat and a reason to reject what the community developed on a bottom-up basis? (Anne Aikman Scalese)

38 - What are the specific gaps identified by the Board or its counsel in the CCWG proposal? (Greg Shatan)

39 - If legal discussion reveals that their proposal can't achieve the requirements, will the Board withdraw them? (Jordan Carter)

40 - Greg Asked, What are the specific gaps identified by the Board or its counsel in the CCWG proposal, and I (farzaneh) am asking how the board has ensured that it will overcome these gaps by its recommended models? (Farzaneh Badii)

NOW CLOSED

Documents Presented

Chat Transcript

  Grace Abuhamad:Hi all -- welcome to the CCWG/Board Dialogue call. When submitting a question,  please start with a <QUESTION> and end with a “</QUESTION>”. Text outside these quotes will be considered as part of “chat” and will may not be brought to the facilitators attention.   Please note that the chat trancript will be posted as part of the public archive for the call.

  kavouss Arasteh:Hi Grace

  kavouss Arasteh:It is midnight here.

  kavouss Arasteh:A very anoying window

  Grace Abuhamad:Hi Kavouss

  kavouss Arasteh:The chair oir co-chairs are kindly requested to invite speakers to talk slowly, clearly and separate sylabus one from another

  kavouss Arasteh:The co chairs should remind the speakers to talk slowly ,clearly and separting sylabus from one to another .

  Leon Sanchez (Co-chair ALAC):hello everyone!

  Jim Prendergast:are there also dial in numbers for this or is Adobe Connect the only venue?  thanks

  Mathieu Weill, ccNSO, co-chair:Hello everyone !

  Cheryl LangdonOrr:hi all

  Simon Jansson:Hello!

  Jonne Soininen:Hello everyone!

  Bernard Turcotte Staff Support:hello all

  Stephen Deerhake:Greetings all.

  nigel hickson:Good evneing from Paris

  Avri Doria:no voice capabilty.  i need full AC audo

  Mathieu Weill, ccNSO, co-chair:Hey Nigel, we should have met in the same bar...

  Chris LaHatte:Kia ora from New Zealand

  Suzanne Radell (GAC):Greetings all

  Ram Mohan:greetings

  Rosemary Fei (Adler Colvin):Waiting to get into phone line

  Gonzalo Navarro:Hello everyone

  Leon Sanchez (Co-chair ALAC):Hello Gonzalo!

  Avri Doria:oh, i see the rules now.  lovely.

  cherine chalaby:Hi everyone

  Leon Sanchez (Co-chair ALAC):Hello Cherine

  Rinalia Abdul Rahim:Hello CCWG.

  Leon Sanchez (Co-chair ALAC):Hello Rinalia

  Thomas Rickert, CCWG Co-Chair:Hello all!

  Ram Mohan:looks like a bit of a queue to get into the conf. call, waiting on the operator

  Asha Hemrajani:Good morning all

  Leon Sanchez (Co-chair ALAC):Please mind the directions to be able to speak on the upper left corner of your screen

  Cheryl LangdonOrr:OK Grace thanks

  jorge cancio (GAC Switzerland):Hi all

  Steve Crocker:Hello, everyone

  Avri Doria:yes a tighty controlled board call.

  Jordan Carter (.nz, WP1 rapporteur):Hi all.

  Alan Greenberg:Will we also be able to speak over the bridge? I was told listen only.

  Greg Shatan:How will we be able to hear loud typing then?

  Leon Sanchez (Co-chair ALAC):LOL Greg

  Ram Mohan:@Greg LOL

  Leon Sanchez (Co-chair ALAC):Also no roosters in this call Greg :(

  Philip Corwin:Global greetings to all

  Grace Abuhamad:You can speak over the bridge as well Alan. The line wil be unmuted when you raise your hand

  Avri Doria:take the humanity out of the AC room.  makes it sterile.  A control freaks delight.

  Mathieu Weill, ccNSO, co-chair:@Greg: as a presenter I can do it

  Jordan Carter (.nz, WP1 rapporteur):I'll do my best for some audio entertainment - am stuck at an airport for the whole call.

  Chris Disspain:So Alan...leave your hand permanently raised ;-)

  Bruce Tonkin:I think I am on the clal - but I can't hear any audio yet.

  Jordan Carter (.nz, WP1 rapporteur):there's nothing to hear, Bruce.

  Asha Hemrajani:Good morning Bruce, same here

  Bruce Tonkin:Ah - I can now hear sound

  Rinalia Abdul Rahim:I hear Thomas and his echo.

  Asha Hemrajani:Ah just heard Thomas

  Alan Greenberg:You should just have heard something. Not sure what it was!

  Greg Shatan:Mathieu, merci mille fois (and a shaynem dank)

  kavouss Arasteh:Thomas

  Ram Mohan:Steve Crocker says he's trying to speak but can't be heard...

  Avri Doria:so this is a Board call where we are guests? using te question method..  again lovely.

  Brenda Brewer:Steve's line disconnected

  Steve Crocker:We seem to be having audio problems.  Apologies.  I am dialed in but can't be heard yet :)

  Alan Greenberg:AVri, my take was that protocol was for those who choose to ask question via text chat.

  Greg Shatan:We can also raise our hands and will be able to use audio when called upon.

  kavouss Arasteh:Let us not discuss protocol

  Avri Doria:why not, we haven't started yet?

  kavouss Arasteh:If someone has question he or she could raise hand and once given the signal speaks

  Avri Doria:it puts us in our place. 

  Bruce Tonkin:Same for Board members as well Avri.  

  Leon Sanchez (Co-chair ALAC):That is correct Kavouss

  Bruce Tonkin:We only have Steve Crocker and Chris Disspain, along with Mathieu, Leon and Thomas as presenters so far

  Steve DelBianco [GNSO - CSG]:I'll get right on that new Stress Test, Steve!

  Greg Shatan:We would have to put our hands up in order to have our laughter heard.

  Michele Neylon:lol

  Mathieu Weill, ccNSO, co-chair:The AC room has a "laughter" status

  Keith Drazek:The Board endorsing the goal of enforceability is a welcome statement.

  Cheryl LangdonOrr:thanks Chris

  Jonathan Zuck (IPC):Especially Chris

  Holly Gregory (Sidley):It sounds like Steve is reading a statement.  Is it possible to put it up so we can follow?  Audio is very low.

  Rosemary Fei (Adler Colvin):<QUESTION> May we have a copy of Steve's text? </QUESTION>”

  Jordan Carter (.nz, WP1 rapporteur):The pace is OK now, thanks for slowing down Steve.

  Jordan Carter (.nz, WP1 rapporteur):It would be good to mail your note around the list.

  Chris Disspain:working ont it guys...

  Bruce Tonkin:I have just mailed Steve's note to the mailing list.

  Keith Drazek:Thanks Bruce

  Rosemary Fei (Adler Colvin):Thank you.

  kavouss Arasteh:< QUESTION> Could steve kindly give one or two example s of those so-called " unintended consequences"p

  Philip Corwin:Thanks Bruce. Received at this end.

  Grace Abuhamad:All -- @Rosemary -- here is the link to Steve's text as sent around by Bruce :http://mm.icann.org/pipermail/accountability-cross-community/2015-September/005160.html

  Anne Aikman-Scalese - IPC Member:Does it sound as though the Board objects to Sole Member seeking injunctive relief and/or having financial reserves for enforcment purposes?

  Anne Aikman-Scalese - IPC Member:QUESTION: Is the Board specifying those  types of By-Laws which it feels are the only By-Laws that can be identified as "fundamental"? QUESTION

  Jordan Carter (.nz, WP1 rapporteur):Once again, there are texts being read - can this one be circulated too?

  Steve DelBianco [GNSO - CSG]:and we need to see the pre-2013 Standard of Review.

  Becky Burr:is there a text that compares this new proposal to the CCWG proposal?

  Steve DelBianco [GNSO - CSG]:but wait, "substantive" basis for review requires a standard of review with substantive teeth.  That's what CCWG has attempted to develop

  Jordan Carter (.nz, WP1 rapporteur):a dense presetnation of alternatives to the CCWG's proposal from the Board like this isn't going to allow for a meaningful discussion on this call.

  kavouss Arasteh:Why these texts were not made available for study my CCWG even few hours vago?

  Anne Aikman-Scalese - IPC Member:OK - maybe they are suggesting binding arbitration rather than court enforcement mechanism for Sole Member?

  Becky Burr:I am unclear - is this an interim proposal or a proposal for a steady state going forward?

  Keith Drazek:I suggest we listen to the Board's fully presentation before jumping to any conclusions or rushing to judgement.

  Keith Drazek:full presentation, sorry

  Mike Silber:thanks Keith

  Becky Burr:Mike - still question for understanding while listening.  Is this a proposal for an interim approach or a final approach?

  Mike Silber:Steve: https://www.icann.org/resources/pages/bylaws-2013-04-12-en#IV.3

  Anne Aikman-Scalese - IPC Member:Is Board specifying limited grounds for removal of Directors? "Special community rationale"

  Anne Aikman-Scalese - IPC Member:"Opportunity to defend oneself" from removal.  Is that consistent with what the CCWG has been discussing?

  Anne Aikman-Scalese - IPC Member:QUESTION - Is status of GAC advice  to Board and corresponding By-Law a "fundamental by-law" or not a "fundamental By-Law"?  QUESTION

  Jordan Carter (.nz, WP1 rapporteur):Anne: yes, it is.

  Jordan Carter (.nz, WP1 rapporteur):(on the 'opportunity to defend' point.)

  Grace Abuhamad:When submitting a question,  please start with a <QUESTION> and end with a “</QUESTION>”. Text outside these quotes will be considered as part of “chat” and will may not be brought to the facilitators attention. Please note that the chat trancript will be posted as part of the public archive for the call.

  Anne Aikman-Scalese - IPC Member:Thanks Jordan!

  Bruce Tonkin:I have sent a summary of Chris's points to the mailing list - to help follow.   THere is alot of points being made here -= and we don't have a live transcript which makes it hard to follow.

  Becky Burr:multi-stakeholder enforcement mechanism intended as alternative to community IRP (I'm listening Mike, just a question)

  Bruce Tonkin:Our final view will be posted to the public comment forum - taking into account the outcomes of this call.

  Grace Abuhamad:Here is the archived link of Chris' comments that Bruce sent to the CCWG list: http://mm.icann.org/pipermail/accountability-cross-community/2015-September/005161.html

  jorge cancio (GAC Switzerland):there is in fact a lot of info to digest!

  Jonathan Zuck (IPC):one by one

  kavouss Arasteh:Any answer or comments to the questions bnneds to be carefylly analized by CCWG

  Jordan Carter (.nz, WP1 rapporteur):<question>The Board's list of points aren't related to any criticism, in law or operation, of the CCWG's proposal. Should we treat them as a re-write, and guess the problems they are trying to tackle? Or is some other approach proposed?</question>

  Grace Abuhamad:Good suggestion @Chris. Working on that now

  Anne Aikman-Scalese - IPC Member:great idea Chris!

  Alice Jansen:You all have scroll control

  Becky Burr:could you please clarify as to whether the proposal from the Board is an interim proposal or a way of fully implementing the recommendations of the 2nd draft report? 

  Jonathan Zuck (IPC):I'm supportive of a more critical based approach, as Jordan implied. What problems are we trying to solve with each of these recommendations?

  tylercompton:I'm so confused, is this instead of the single member thingie?

  Avri Doria:tyler, i beleive it is.

  Jim Prendergast:Becky and others - remember the rules - "When submitting a question,  please start with a <QUESTION> and end with a “</QUESTION>”. Text outside these quotes will be considered as part of “chat” and will may not be brought to the facilitators attention.

  Jim Prendergast:hate to see good questions get disregarded

  Grace Abuhamad:Apologies -- we are fixing this

  Jonathan Zuck (IPC):<QUESTION>I'm supportive of a more critical based approach, as Jordan implied. What problems are we trying to solve with each of these recommendations?</QUESTION>

  Grace Abuhamad:A few people lost their audio line. Please inform the hosts if you have lost your audio connection

  Becky Burr:<QUESTION> Could you please clarify whether the proposals being introduced are a way forward - i.e., an interim approach - or intended to implement the recommendations of the 2nd draft report

  Asha Hemrajani:I have lost the audio connection

  tylercompton:wasn't asking a question for call, just confused.  thanks Avri for sraightening me out

  jorge cancio (GAC Switzerland):guess we would need is a clear summary table of where the Board agrees, where it disagrees, where it presents alternatives and what is the rationale in each case

  Jim Prendergast:scorecard

  Cheryl LangdonOrr:a number of lines got dropped including Chairs

  Grace Abuhamad:@Asha -are you back on audio? Can you hear?

  Asha Hemrajani:@grace yes in now, thanks

  Bruce Tonkin:Thomas this is just a summary of high level points.   THe high level poit is that the Baord agress with teh concept of fundamental byalws and that the mission and core values shoudl be part of these.    The Board hasn;t had a line by line discussion of each proposed changeto the mission and core values

  Steve DelBianco [GNSO - CSG]:But Bruce, the key is that we have new Mission and Core Vlaues that limit ICANN mission, and require bottom-up policy development.   We need to know if the board objects to those standards of review

  Jordan Carter (.nz, WP1 rapporteur):I've had a brief read of Chris's memo. The points made amount to a very substantial set of changes to the CCWG's proposal. I won't apologise for any errors or omissions in the analysis, due to the time available for doing it. Welcome feedback or clarity.

  kavouss Arasteh:< question>

  kavouss Arasteh:We need specific questions from the Board and not general and  partial comments

  kavouss Arasteh:Like public comments we need precise comment oneach item

  matthew shears:It would have been more useful for the Board's concens to have been made alongside the relevant points in the CCWG proposal - a side by side of sorts

  kavouss Arasteh:Question

  kavouss Arasteh:Does the Board wish to stick to the current model and make some cosmetic changes to the process

  Philip Corwin:A suggestion for the sake of necessary clarity: As Jones Day has provided a very detailed critique of the CCWG proposal, perhaps the Board can indicate in writing ASAP which of the proposed JD suggested changes it does or does not support.

  Farzaneh Badii:I am very confused. I support Mathieu's comment. it is difficult where they agree and where they disagree

  Bruce Tonkin:OK - @Steve DelBianco .   I will make sure that in ofinal comments that we specifically address any suggestions regarding mission and core values.   I think at a high level I am not seeing any objection to the principle of being clear on ICANN's mission and supporting bottom up policy develoment

  Izumi Okutani (ASO):I support Mathieu's suggestion - it would be helpful to undertand what needs to be addressed

  kavouss Arasteh:Some board members were with us throughout the entire period and they have never ever raised such comments they made this early morning

  kavouss Arasteh:Question

  Bruce Tonkin:@Kavouus this is an outcome of discussions in the Board in the past week.

  kavouss Arasteh:Is the board in favour of status que as they were from the very begining

  Jonathan Zuck (IPC):yes

  Becky Burr:<QUESTION>  does proposed "Steady State" on IRP reflect the Mission, Commitments, and Core Values proposal from the CCWG?

  jorge cancio (GAC - Switzerland):may staff please pick up this suggestion?: guess we would need is a clear summary table of where the Board agrees, where it disagrees, where it presents alternatives and what is the rationale in each case

  kavouss Arasteh:CCWG needs to carefully examine the question if they are made against each provision and paragraph of the proposal

  Jordan Carter (.nz, WP1 rapporteur):A number of calls dropped again

  kavouss Arasteh:Question

  kavouss Arasteh:Chris you said lack of details

  kavouss Arasteh:Pls identify the areas on which you want more dtails

  Steve DelBianco [GNSO - CSG]:<QUESTION>  Does the Board agree that bylaws should be amended to: 1) limit ICANN's mission; and 2) to require a bottom-up process for new policies?

  Alice Jansen:When submitting a question,  please start with a <QUESTION> and end with a “</QUESTION>”. Text outside these quotes will be considered as part of “chat” and will may not be brought to the facilitators attention. Please note that the chat trancript will be posted as part of the public archive for the call.

  kavouss Arasteh:Chris

  kavouss Arasteh:You have had this opportunity to ask questions during the last 8 months

  Jonathan Zuck (IPC):<QUESTION>What do see as the challenges to the single member  model and how does the arbitration recommendation  mitigate those challenges while preserving enforceability?</QUESTION>

  Jordan Carter (.nz, WP1 rapporteur):violations of all bylaws need to be addressable -- and without a membership structure, it isn't enforceable.

  Calos Raul:Woops, wrong time. I guess I did mistake the time

  Bruce Tonkin:No - the Board is not n favour of status quo.    The intent of Chris's comments was to indicate that we are actually supportive of change.   We support the increase of communiyt powers, and support ensuring these are enforceable.

  Jordan Carter (.nz, WP1 rapporteur):that's why we ended up at the model.

  Greg Shatan:<QUESTION> What is the MS Enforcement Model (MSEM) and how does it differ from the Sole Member model in the CCWG Proposal? </QUESTION>

  Becky Burr:<QUESTION> Absent membership structure, is Board legally permitted to share authority (and make enforceable) with respect to the community powers? QUESTION

  Bruce Tonkin:At the beginning of the call Steve noted: "The proposal contains important improvements for ICANN’s accountability. In principle, we support enhancements to ICANN’s accountability, as reflected in the four building blocks of an empowered community, the ICANN board, principles, and independent appeals mechanisms"

  Philip Corwin:Excellent question, Becky

  Greg Shatan:<QUESTION> Assuming the binding arbitration is enforceable in court, what legal entity would be used by the community to bring that action? </QUESTION>

  James Gannon:With respect time time for that was during the multistaeholder deliberations that have occured over the last number of months, coming in at the end of the process with a totally separate solution is not a participaroty respnse but a top down suggestion.

  Jordan Carter (.nz, WP1 rapporteur):In particular it is worth noting that to enforce an arbitration decision, you need legal personality. So we are back to needing a membership model, or the complex unincorporated association model we moved away from due to real and legitimate community concern.

  Jonathan Zuck (IPC):+1 Jordan. This is well trod ground

  Farzaneh Badii:So the board agrees that the community should be empowered but they don't like the way we have come up with a mechanism for empowerment. 

  Jordan Carter (.nz, WP1 rapporteur):In respect of Becky's most recent question above, the answer is "no" - it would be a deviation from the principle of fiduciary duties owed under the law.

  Jonathan Zuck (IPC):<QUESTION> For Jordan: In particular it is worth noting that to enforce an arbitration decision, you need legal personality. So we are back to needing a membership model, or the complex unincorporated association model we moved away from due to real and legitimate community concern.</QUESTIO>

  Jim Prendergast:didn the board freeze the FY15 budget for a few months last year?  the proposed process is much shorter.

  Jonathan Zuck (IPC):Jim remember how to submit a question <g>

  Steve DelBianco [GNSO - CSG]:<QUESTION>  Without Membership, can the board legally agree to binding arbitration that might generate a decsion that goes against the board's

  Jordan Carter (.nz, WP1 rapporteur):I have tried to provide a concise summary comparing what is in the note on screen to the CCWG's proposal. It is on the email list and it is i http://mm.icann.org/pipermail/accountability-cross-community/2015-September/005162.html

  Philip Corwin:Having this very substantial proposal for major changes aired while there is still an open comment period on the current CCWG proposal is very disconcerting. How is this conversation going to be integrated with the CCWG's consderation of all other comments?

  James Gannon:<QUESTION> The board has expressed a number of concerns over the powers that would be afforded to the community via a membership style model, and the percieved risks of such a system. How does the board reconcile thee concerns with the fact these mechanisms are in use in other corporate governance structures across both US based corporatations and indeed other international organisations with complex missions and goals. </QUESTION>

  Steve DelBianco [GNSO - CSG]:<QUESTION>  Without Membership, can the board legally agree to binding arbitration that might generate a decsion that goes against the board's Fiduciary Duty to the Corporation?

  Greg Shatan:In a nonprofit corporation, the members (even a sole member) sits above the Board in significant ways.  In a non-membershjip situation, there is no such shift.  That is clearly troublesome.

  Jordan Carter (.nz, WP1 rapporteur):Irrecoverably troublesome.

  Chris Disspain:Philip...Board wioll lodge this as comment along with all the others

  Farzaneh Badii:how is this suggested system complete?

  Greg Shatan:<QUESTION> Membership organizations are fairly common.  What are the unintended consequences you are referring to specifically? </QUESTION>

  Farzaneh Badii:there are so many ambiguity in the so called MEM the board is suggesting

  Philip Corwin:That's good Chris. I presumethe formal comment will contain much greater detail as well as fleshing out reasons for concerns.

  Becky Burr:<QUESTION> Does the Board have a legal opinion that the proposal provides actual enforceability?  That would appear to go against all of the advice the CCWG has received for months.  How can you share authority on matters within fiduciary scope without a membership model? <QUESITON>

  Anne Aikman-Scalese - IPC Member:So the Board is against the GAC exercising 5 votes in the Sole Member model?

  Chris Disspain:yes Philip...we did n't want a blow up like when we lodged the impact questions at end of last comment

  kavouss Arasteh:Question

  Chris Disspain:this call is an attempt at a heads up and a collegial way forward

  Greg Shatan:</Question> Chris, what do you believe are the features of the membership that are undecided, and this create alleged risks? </QUESTION>

  matthew shears:Please provide specificities as to why the current model will not be adeuqaltey implemented to satisfy NTIA by the time of transition.

  Anne Aikman-Scalese - IPC Member:QUESTION:  Does the Board oppose having the GAC be a voting body in the Sole Member?  QUESTION

  Jordan Carter (.nz, WP1 rapporteur):It may not have intended to be an alternate proposal, but it is one.

  Jordan Carter (.nz, WP1 rapporteur):The changes are too fundamental and material to be treated as anything else.

  James Gannon:It is clearly an alternalte proposal. Im sorry but that is unambiguous

  Chris Disspain:appreciate your  opinion Jordan

  Greg Shatan:I still have no sense of what this MSEM is..... Anybody clear about this?

  Jordan Carter (.nz, WP1 rapporteur):Notwithstanding the fact that I personally agree with some of them. That's not the point. It's been months of multistakeholder deliberation that has led to the current proposal.

  kavouss Arasteh:Is it understood from the comments made so far that the borad does not wish to have any actual or real changes but just to maintain the statusquo

  Farzaneh Badii:I agree James . this is clearly an alternate proposal

  Jordan Carter (.nz, WP1 rapporteur):Chris: I hope you said that with a smile.

  Anne Aikman-Scalese - IPC Member:@Matthieu - Agree we need to listen to the Board and Fadi  and hear them out - it is just not very clear what exactly they are saying.

  Farzaneh Badii:how is this MEM not a change in the governance mechanism, or how sure are you that its application does not require a change in the governance

  Jordan Carter (.nz, WP1 rapporteur):I've tried to compare the Board's core proposals with the CCWG proposal in a very brief way - would appreciate review by Board members, staff, all of you, and mistakes identified - http://mm.icann.org/pipermail/accountability-cross-community/2015-September/005162.html or see the ccwg-acct email list.

  Seun Ojedeji:@Greg MEM seem to be CMSM that is not based on membership

  Lori Schulman:They agree with the proposal just want to substantively change it.  It is a confusing message.

  Alice Jansen:When submitting a question,  please start with a <QUESTION> and end with a “</QUESTION>”. Text outside these quotes will be considered as part of “chat” and will may not be brought to the facilitators attention. Please note that the chat trancript will be posted as part of the public archive for the call.

  Jonathan Zuck (IPC):<QUESTION>Given the need for structural reform to create practical accountability is far more important than the IANA transition, how about implementing the reforms and postponing the transition?</QUESTION>

  Jordan Carter (.nz, WP1 rapporteur):Seun: and that change changes the whole possibility of the proposal working.

  Farzaneh Badii:I totally support Mathieu's questins

  James Bladel:<Q> Can you elaborate on the "political lines" that the Community Proposal crosses, and how the Board's Alternate Proposal addresses these? </Q>

  Philip Corwin:+1 Jonathan

  Farzaneh Badii:but how can you be so sure that there is no need of governance structure .

  Farzaneh Badii:*change in governance structure

  Philip Corwin:The current model has been tested -- and the community has found it in need of substantial reform.

  Jordan Carter (.nz, WP1 rapporteur):the community proposal doesn't cross any real political lines, but a proposal that doesn't have real enforceable accountability sure will.

  James Gannon:+1 Phil

  Anne Aikman-Scalese - IPC Member:@Chairs: Suggest Board be provided with copy of the chat in order to expedite clarity in relation to their upcoming written public comments.

  Jordan Carter (.nz, WP1 rapporteur):Binding arbitration doesn't work - the community can't enforce it because it has no legal personality under the Board's proposal.

  Becky Burr:Chris, that is not even remotely accurate

  Jordan Carter (.nz, WP1 rapporteur):And in any case without a member existing, the Board is not allowed to deviate from its fiduciary duties.

  James Gannon:So has the board discounte the role of the IRP

  Keith Drazek:I've heard the Board say they support the community powers and support enforceability through binding arbitration and California courts. We clearly need more detail to be able to assess what's being proposed as an adjustment or alternative, particularly around standing, etc.

  Avri Doria:<question> when the MEM proposal indicates consensus of the community, who does that include? <Question>

  Jordan Carter (.nz, WP1 rapporteur):There is no point in having a discussion founded on misunderstandings of the law and the situation.

  Steve DelBianco [GNSO - CSG]:Please, let's raise the level of detail required to challenge our proposal, or to propose an alternative.    We are at the stage where well-researched and detailed statements are required.   This is not the time for blue-sky brainstorming

  James Gannon:Which we specifically gave jurisdiction in those matters

  Farzaneh Badii:I feel like we are back to when we started ccwg !

  Jonathan Zuck (IPC):CTrl-Alt-Delete

  Avri Doria:we kind of are.  Take 3!

  Becky Burr:@Fadi - entirely different situation

  Seun Ojedeji:@Jordan perhaps there is more details in the MSM on how to get around the legal personality. By the way <QUESTION> WHats Sidley saying about all these“</QUESTION>”.

  Greg Shatan:<QUESTION> The membership model was not merely chosen for enforceability purposes. It was also chosen so that the member would have the requisite relationship to the Board under law to review and veto budget and strategic plan and also to approve or veto bylaws. .   How  did you nonetheless conclude theis was only about enforc3eability.? </QUESTION>

  Jordan Carter (.nz, WP1 rapporteur):It doesn't give the enforceability. What Fadi is saying right now is simply wrong - the MEM does not do that. The community's goal is not achieved.

  Becky Burr:<QUESTION> Is ICANN (absent membership model) legally permitted to agree irrevocably and in advance that it will submit to binding arbitration?  That seems FAR more radical than what is proposed in the 2nd Draft Proposal. <QUESTION>

  Greg Shatan:I love you, you're perfect, now change.

  Seun Ojedeji:@Greg, whats the distinction you are making. Isn't veto on budget, strat et all enforceability?

  James Gannon:The boards 10 points do not meet the ICG and likely not the CWG requirements.

  Avri Doria:Greg, isn't that a perfect marriage?

  kavouss Arasteh:Thomas

  Becky Burr:or the worst, Avri

  Mathieu Weill, ccNSO, co-chair:@Avri : we NEED a prenup !

  jorge cancio (GAC - Switzerland):I definitely think that any rationale debate requires that we are all provided, with enough time, with a comparison between CCWG and Board approaches, where there is agreement, where disagreement and alternatives and the rationales for it...

  Anne Aikman-Scalese - IPC Member:What I am hearing is this:  (1) The Board does not want the GAC to participate as a voting member of the Sole Member, (2) the Board does not want court enforcement by the Sole Member until after a mandatory and binding arbitration process (3) the Board wants to make certain that directors have a strong chance (via arbitration) to protest their removal.  (Don't know if this is a correct summary but would appreciate clarification from the Board.)

  James Gannon:Matthieu thats essentially what the board is proposaing, a prenup to recognise the SO/ACs in enforcing binding arbitation, which is not actual enforcement.

  Seun Ojedeji:@Farzaneh we have been back once in the past, although this particular one can be quite painful

  Jordan Carter (.nz, WP1 rapporteur):It would be far easier to treat this as an alternative proposal and for the Board to make it as such. That would be cleaner because it would force the Board to confront the contradictions between their poroposal and the CCWG's. It would also require teh Board to ensure their proposal was internally coherent.

  Farzaneh Badii:well you agree with principles but not with our mechanisms.. and I don't know if I were dreaming or if we were working on mechanisms for the past god knows how many months.

  kavouss Arasteh:We are not on equal footing as we have to just listen to unilateral statements of the Board in a general way without being able to ask clarification on thoise comments which jumping from one point to other points

  matthew shears:+ 1 Jordan

  Jonathan Zuck (IPC):Mattieu, I think this proposal IS a prenup. It's all about the board being about to unravel the reform later. Read carefully. ;)

  Mathieu Weill, ccNSO, co-chair:Too late for me to read carefully

  Philip Corwin:Question} can the Board please be specific as to the nature and identity of these "unintended consequences" that keep being referred to? ]QUESTION

  Jordan Carter (.nz, WP1 rapporteur):standing etc isn't a techincal issue. It is a fundamental issue as to who has a say.

  Jim Prendergast:+ 1 on phils question

  Farzaneh Badii:@Seun at least that was because of the community comments, I don't know what to call this set back.

  Anne Aikman-Scalese - IPC Member:QUESTION: Is the Board saying that it is against the proposed Sole Member structure?!!! QUESTION  (If so, that is not remotely in accordance with "bottom up" policy making.

  kavouss Arasteh:We have heard the Board ,s questions  we need to also receive rational for each concerns

  Jordan Carter (.nz, WP1 rapporteur):Anne: Yes, they have been explicit on that.

  kavouss Arasteh:Then we need to carefully study and reply to that

  James Gannon:A simple question, <QUESTION> If the community disagrees with the boards position and sends the CCWG report in the current form to the oard for approval, will the board veto the CCWGs work as it stands?</QUESTION>

  Greg Shatan:Greg Shatan: <QUESTION> Do you have a legal opinion that a California court will hear the claim of a "non-legal person"? <QUESTION>

  Jordan Carter (.nz, WP1 rapporteur):The model the Board has outlined in the memo on screen, absolutely cannot deliver the CWG's requirements.

  Becky Burr:<QUESTION> Fadi, how can you make that commitment - the Board cannot commit to binding arbitration in this manner to the best of our knowledge.  Question

  Greg Shatan:<QUESTION> How would the "contract" that ICANN will not challenge standing of the non-legal person, be enforced, if courts will not hear a claim from a body that lacks legal personhood?</QUESTION>

  James Gannon:No we are not.

  Greg Shatan:Standing is of the essence to this proposal.  Without it, the MSEM is dead in the water.

  Greg Shatan:That is a misleading reduction of the Single Member Model.

  kavouss Arasteh:The statement made by Fadi is very relevant and fundamental to be answered

  James Gannon:The cochairs need to make it clear that we as the community feel that this is a rewrite of our work, the community has come to a consensus and this is in the opinion of I would think may here an attempt to change the work of the CCWG to the boards liking in a top donw manner

  Keith Drazek:I thought it was "except for" the budget and strat plan veto powers.

  Avri Doria:btw, not all questons are making it into the open questions panel.  even if bracketed by <question>

  matthew shears:It is a necessity Fadi - and it should be alongside the CCWG propoal

  matthew shears:side by side

  Greg Shatan:,QUESTION> Can the Baord share the legal opinion that a body without a legal personhood can contract as to standing and enforce a contract in court to not challenge standing?</QUESTION>

  Farzaneh Badii:So a mechanism that was developed by the bottom up multistakeholder process is reviewed and changed by the board.

  Becky Burr:<QUESTION>  What is the Board proposing for the way forward, what is the timing, and how can we possibly meet the necessary timeline? 

  Anne Aikman-Scalese - IPC Member:QUESTION:  Why is the Board now saying we are "changing the model"?  Isn't that phrase deceptive". Aren't we saying the current model creates the ability to render the community and the Board more accountable?  QUESTION   (I don't see how the CCWG proposal changes the model and that appears to me to be a rather pejorative phrase

  Jonathan Zuck (IPC):substantiated claims for limitations of the single member model, recommended changes and how those recommendations address the problems. Easy.

  Farzaneh Badii:it is a complete rewrite. they are changing the model that we have been discussing for so long.

  Greg Shatan:What's so scary about the Membership Model?

  Avri Doria:well to be honest the Board di reserve to itself the abilty to reject the accountabity outcome.

  Philip Corwin:Perhaps the Board's proposed approach should be put out for a separate public comment.

  Becky Burr:@Avri - I rest my case

  Farzaneh Badii:well rejection is one thing, re-writing what we came up with is another

  Seun Ojedeji:@Greg the USD figures perhaps

  Avri Doria:and while being delivered in a velvet glove, this does appear to be such a rejection.

  James Gannon:Got it on one Avri

  Jordan Carter (.nz, WP1 rapporteur):no, it didn't Avri - it said it would pass the proposal on to NTIA as it would with the Names proposal/ ICG

  matthew shears:It was my understanding that such comments were supposed to have been made as the model progressed - not a fundamtneal revision in the end game

  Avri Doria:no, that is the CWG proosal, this one they reserved the right, though did say they would work it out with us.

  James Gannon:+1 Matt

  Greg Shatan:It's clearly not a negotiation.  Not quite sure what it is, however.

  Bruce Tonkin:Hell @Acvri -= at this stage the Board is interesting in exploring an alternative to the single memebr model that meets the objectives of enforcing the commuity pwoers.   I thinking is that it will be sipler and doesn;t have unintended consequences.   It is up to the communiyt to decide whether they support that model. .

  Farzaneh Badii:yes Matt, as Kavouss said where have they been for the past 8 months

  Avri Doria:Becky, if we accept teir new model, we can meet the deadline, the answer to that one seems simple.

  Bruce Tonkin:@ matthew we are respoindign the send draft of the report - the sole member model has been flshed out since the face-to-face meeting in Paris, and the Board has been considering the proposal as articulated in the CCWG draft.   SO I think this is part of giving feedbacack along the way.

  Becky Burr:@avri - how do we have the authority to do that under our charter?

  Greg Shatan:<QUESTION> The CCWG Proposal sees recourse to courts as a last resort, if the Board does not acquiesce to the action of the Sole Member.  How did the Board come to the conclusion that the court was the first resort?</QUESTION>

  Avri Doria:Becky, no idea, and i am not suggesting it, justsaying that that is one way to meet the deadline.

  Jonathan Zuck (IPC):Let's not get lost in the process by which the board came up with this and simply deal with the proposal and finding of difficulties. This is fine to do now but we have a lot more to understand.

  Farzaneh Badii:I find this even insulting. we worked on various models with the help of many lawyers for a long time, and the board has spent a couple of  hours and believes it has come up with a more viable model

  Grace Abuhamad:All -- here is a compiled list of all ICANN Board input on the processes : https://www.icann.org/resources/pages/board-input-stewardship-accountability-2015-07-10-en

  James Gannon:Fadi we are not in agreement, Im sorry but that is clear.

  Greg Shatan:I think we need to have this advice be reviewed by our independent counsel post haste.

  Jonathan Zuck (IPC):We need agreement on the challenges before that as well as the notion that these challenges are adressed by these recommendations

  Becky Burr:QUESTION  ENFORCEMENT OF WHAT FADI? you have not said that the Board agrees, for example, with the Mision, Commitment, and Core Values statement??

  Jordan Carter (.nz, WP1 rapporteur):There is no agreement - the language the Board has used suggests the desire for a different set of outcomes.

  James Gannon:And no lets not let the technical people go off and fix it, we have spent months fixing it to the consensus satisfaction of the communtiy

  Becky Burr:I think that if NTIA has a problem with the model, it should speak directly

  Anne Aikman-Scalese - IPC Member:QUESTION: What is really wrong with the CCWG proposal?   Are we using NTIA as a scapegoat and a reason to reject what the community developed on a bottom-up basis?  QUESTION

  Jonathan Zuck (IPC):well, without reservation other than the budget strat plan powers

  Jordan Carter (.nz, WP1 rapporteur):Fadi that's been our goal. Our proposal does deliver that: the simplest possible approach to delivering the needs. The Board's counterproposal, developed in haste and in isolation, does not do so.

  James Gannon:Johnatan, and enforceability and deirector removal and a host of others things

  Greg Shatan:<QUESTION> What are the specific gaps identified by the Board or its counsel in the CCWG proposal?</QUESTION>

  Jim Prendergast:4 different models shows community willingness to compromise. 

  Jordan Carter (.nz, WP1 rapporteur):+1 -- we have been through a number of models. What has to happen is whatever model we come to, has to meet the requirements

  Jordan Carter (.nz, WP1 rapporteur):On the info presented by the Board so far, the alternatives they are suggesting don'tmeet that

  Greg Shatan:We did not in fact come to those determinations of legal persona....

  Philip Corwin:I find it concerning that statement keeps being made that NTIA wants it "simple" --NTIA has said that tranition must be accompanied by enhanced accountability that is SUPPORTED BY COMMUNITY

  Greg Shatan:The Member was expressly going to establish its legal persona within the requirements of the  law.

  Jordan Carter (.nz, WP1 rapporteur):so <QUESTION> If legal discussion reveals that their proposal can't achieve the requirements, will the Board withdraw them?<question>

  Farzaneh Badii:<QUESTION> Greg Asked, What are the specific gaps identified by the Board or its counsel in the CCWG proposal, and I (farzaneh) am asking how the board has ensured that it will overcome these gaps by its recommended models?</QUESTION>

  Jonathan Zuck (IPC):@Alan, I guess if they write them down for NTIA, they can write them down for us

  Avri Doria:it s true that each of the SO and AC and SGs and Cs can gain a legal personna if thy wish to.  And I am not sure that the Board has a role in those actions if they so decided in a bottom up manner.

  Jordan Carter (.nz, WP1 rapporteur):Alan, the legal advice is useful.

  Becky Burr:@ Alan - what's "this"?

  James Gannon:No Alan that is then top down decision making. Which is the antithesis of what we have been working to.

  Avri Doria:so if the ACSO wan the abilty to sue they can just become legal personnae.

  Farzaneh Badii:Recommending this alternative model to what ccwg came up with is a top down approach. I don't think even discussing this model with the community is the correct approach.

  Alan Greenberg:Becky, was not watching so don't know when you sent tht message. If you can give me context, I will try to reply.

  Avri Doria:i think the board does have the abilty, and the right, t oproose alternatives. and we need to consider them.

  Philip Corwin:NTIA has expended way too much political capital supporting MSM to reject a proposal that is produced by MSM

  Jordan Carter (.nz, WP1 rapporteur):gotta leave the room, will be on phone

  Grace Abuhamad:Thanks @jordan

  Alan Greenberg:@Phil, I suspect that is true *IF* they beleive that it is a rock-solid proposal.

  Avri Doria:re NOW CLOSED: still did not catch them all, but you got  a good sample.

  Farzaneh Badii:Avri, so we need to consider this new model ?

  Philip Corwin:@Alan. Nothing is rock solid. The US Constitution was once an untested model.

  Avri Doria:Farzi, i think we need to.  Especially since it will come as a comment and we need to consider all comments.

  Steve DelBianco [GNSO - CSG]:not just Legal aspects, Chris.   Becky brought up many Historical aspects too

  Greg Shatan:If you take the legs out of a table,you end up with a board.

  Avri Doria:And if people go back and check the conditions we are working under, we need to reach closure witht he board on the accountabilty proposal.