Proposed Agenda: 

Introduction / overview of agenda

Further questions on legal

Review & test models

Notes

Further questions on legal 

• Need to do more research on affiliates structure in the case of bankruptcy
• Speed and ease may be goals / requirements of the group. 
• The closer we are to the existing structure might be simplest in terms of implementation
• Control is about corporate governance, but corporate governance is never fail-safe
• Discussion on pros and cons of each model would be helpful
• Articles of incorporation are generally harder to change (changed through what is written in the articles themselves or by statutory requirements). You have the flexibility to move certain things from the bylaws to the articles. It's not better necessarily, but the Board could have more control over the bylaws. 
• Need to take into account costs and timing of implementation 
• A 'member' has to be a legal person (a human or an entity that has a legal personhood). If you wanted an entity to be a member, then it needs to be a legally recognized entity. The minimum requirement would be an unincorporated association
• Directors have a duty to the entire organization. 

Review & test models 

Goal is to reduce the landscape of possibilities (from 7 models to 4 models)

Review of models by Sidley 

• Contract Co. : How do you decide who the Board would be?
• External Trust: How do you select the Board of Trustees? How are the beneficiaries of the trust?
• Accountability enhancements to ICANN
• Internal Trust
• Hybrid model with IANA subsidiary: whole-owned by ICANN. ICANN is only member
• Hybrid model with shared services: co-owned by ICANN, IETF, RIRs with shared services agreements
• Hybrid with stand alone: no ICANN ownership at all 

Options on the table (red ones are on the backburner): 

• Contract Co. 
• External Trust 
• Governance Solution ("constitutional bylaw")
• Internal Trust
• Hybrid / Integrated Model -- affiliate
• Hybrid / Integrated Model -- shared services
• Hybrid / Integrated Model -- standalone

Action: clarify exactly what we mean by the 3 "frontburner" options

Action Items

Action: clarify exactly what we mean by the 3 "frontburner" options

Transcript

Transcript CWG IANA F2F Session 5 27 March.doc

Transcript CWG IANA F2F Session 5 27 March.pdf

Recording

The Adobe Connect recording is available here:  https://icann.adobeconnect.com/p41qo7tm3i4/

The audio recording is available here:  http://audio.icann.org/gnso/gnso-cwg-iana-1-27mar15-en.mp3

Documents Presented

Slides_Day2.pptx

Chat Transcript

Cheryl Langdon-Orr: (3/27/2015 01:37) thank you:-) :-) :-)  

  Brenda Brewer: (01:37) Good day all!  Welcome to CWG IANA F2F Day 2 Session 1.

  Grace Abuhamad: (01:59) Hi all! We'll get started shortlu

  Grace Abuhamad: (01:59) shortly :)

  Sivasubramanian M: (02:05) hello, logged in to apologize for my inability to attend the meeting. Apologies.

  Grace Abuhamad: (02:06) Thanks Siva

  James Gannon [GNSO-NCSG]: (02:08) Morning everyone

  Peter Van Roste - ccTLDS: (02:09) Goodmorning

  Paul Kane: (02:10) Morning Peter

  Staffan Jonson: (02:17) Good morning

  James Gannon [GNSO-NCSG]: (02:18) +1 Johnathan, we worked excellently as a group yesterday even givening differing viewpoints, lets keep the athmosphere we had yesterday

  Jodan Carter: (02:18) if they ban coffee, we'll all change seats each break...

  James Gannon [GNSO-NCSG]: (02:18) DO we have consensus on that decision!

  James Gannon [GNSO-NCSG]: (02:24) Did we not agre that a member couldnt be instructed yesterday that they act on their own volition?

  James Gannon [GNSO-NCSG]: (02:24) Would that apply to that model of alliliation

  Jodan Carter: (02:25) Does this CWG have a stress-testing approach for its model/s?

  Avri Doria: (02:26) the problem with internal simplicity that depdns on ICANN accountabilty improvements is the time and complexity of establishing those accountabilty mechanisms.

  Grace Abuhamad: (02:26) Wait until the next session @Jordan :)

  Avri Doria: (02:27) ie. doesn't the internal model just move the complexity into ICANN accountabilty solutions.

  Chris Disspain: (02:30) well Avri, even if it does that is where it belongs

  Jodan Carter: (02:31) The point is really that given the lack of perfect controllability, for any entity, including ICANN, what role can separating powers and duties as in a governmental constitution play in improving that overall controllability

  Konstantinos Komaitis: (02:31) have the lawyers been given access the the principles' document?

  Matthew Shears: (02:31) we don't have those accountabilty measures in place now nor will they be proven as working as intended until after the transition

  Jodan Carter: (02:31) if we accept that no entity can be 'perfectly controlled' which I thoroughly agree with, surely that conventional response is part of the mix (and an underlying insight of the trusts, integrated and contract co models)

  Jodan Carter: (02:32) (conventional response = separations)

  Lise Fuhr: (02:33) @Konstantinos no not directly - but it is public on the website

  Avri Doria: (02:34) so something like replacing the board could be put in the articles for greater guarantee

  Chris Disspain: (02:34) yes avri

  Avri Doria: (02:34) ie. nuclear option belong in the articles?

  Chris Disspain: (02:34) articles being bylaws

  Chris Disspain: (02:34) yes

  Avri Doria: (02:34) no articles are not bylaws.

  Jodan Carter: (02:34) Yep - we've been discussing these in the CCWG a bit, how to lock things up in the right way

  Chris Disspain: (02:35) ok

  Chris Disspain: (02:35) I'll check that

  Jodan Carter: (02:35) The Articles of Incorporation aren't the Bylaws

  Jodan Carter: (02:35) Articles in CA are like a company constitution in NZ/AU, Chris

  Jodan Carter: (02:39) From ICANN Articles: 9. These Articles may be amended by the affirmative vote of at least two-thirds of the directors of the Corporation. When the Corporation has members, any such amendment must be ratified by a two-thirds (2/3) majority of the members voting on any proposed amendment.

  Jodan Carter: (02:40) hmm, my hand dropped off

  Greg Shatan: (02:41) Conceptually, the Articles of Incorporation create the corporation and are thus more fundamental and foundational of the corporation.

  Jodan Carter: (02:42) Stewardship lies with NTIA

  Matthew Shears: (02:42) I thought stewardship was currently NTIA....

  Jodan Carter: (02:42) That's why this is the IANA Stewardship transition

  Chris Disspain: (02:42) correct

  Chris Disspain: (02:42) I was talking future

  Matthew Shears: (02:42) Nor should we be bouneded by "this is what ICANN was made for..."

  Jodan Carter: (02:42) yeah I am reacting to the lawyer speaking :-)

  James Gannon [GNSO-NCSG]: (02:42) She is commenting on Chris's mmodel of ICANNh having the stewardship role

  James Gannon [GNSO-NCSG]: (02:45) One of the core principals is allowing IANA to remain stable in the midst of any potential instability. That needs to be part of the 'stress tests' of any models.

  Jodan Carter: (02:46) This discussion keeps spilling into doing things to numbers and protocols....

  Paul Kane: (02:47) Currently the Stewardship is with NTIA and the question is do we want the Stewardship to pass to ICANN Corporate, Trust, Affiliate, Subsiduary .....

  Paul Kane: (02:47) The community wants the status quo operation of IANA, namely ICANN staff

  Paul Kane: (02:49) The quesion is what/who is the backstop in the event of the IANA operator going off track, failing to perform

  Chris Disspain: (02:49) Matthew - doesn't the point you just made apply to any solution?

  Seun Ojedeji: (02:51) Well i think simplicity should be strongly considered so long as the principles can be achieved ultimately. I don't need to fly Emirates airline to Istanbul if i have turkish airways available

  James Gannon [GNSO-NCSG]: (02:51) But if flying Emirates is safer then you should be flying Emirates.

  Jodan Carter: (02:52) At least you have the choice of a trade-off

  Chris Disspain: (02:52) Persoanlly I'm a Qantas fan

  James Gannon [GNSO-NCSG]: (02:52) BA for life =)

  Chris Disspain: (02:52) that is a fan in terms of being a supporter - not an actual fan

  Seun Ojedeji: (02:52) @James, well if "safe" is part of the principles then yes

  James Gannon [GNSO-NCSG]: (02:52) Yes Suen agree!

  James Gannon [GNSO-NCSG]: (02:53) *Seun

  James Gannon [GNSO-NCSG]: (02:55) Could the SO/AC's even form an unicorporated association given that they are constructs of the ICANN bylaws? (Not a lawyer)

  Seun Ojedeji: (02:55) Sure @James i actually so agree on issues don't I ;-) So you will definitely proof to me why Turkish is not safe and proof to me that you really don't want to stay back in dubai to have fun

  Jordan Carter: (02:56) Any group of people can create an unincorporated entity

  Jordan Carter: (02:56) their other affiliations are irrelevant to doing that

  James Gannon [GNSO-NCSG]: (02:56) Ok thanks Jordan

  Olivier Crepin-Leblond: (02:56) @James: I think that Sidley answered this yesterday and said "yes" but please do not quote me on it as my memory is faint

  James Gannon [GNSO-NCSG]: (02:56) =)

  Jordan Carter: (02:57) On this stewardship piece - I really don't know if the global Internet community = ICANN in terms of being the steward of the DNS, which is part of where keeping some "outside" entity through a contract. But that's the core of the models discussion.

  Avri Doria: (02:58) ICANN most definatelty NOT= global internet community

  Matthew Shears: (02:58) agreed

  Avri Doria: (02:59) i am still gettign over the shock that we consider ICANN the only multistakholder organization in this ecosystem.

  Olivier Crepin-Leblond: (02:59) Is the ICG the global internet community?

  Jordan Carter: (02:59) I agree, and that's why I am so uncomfortable wth the idea of allocating the complete responsibility for the DNS to the ICANN community.

  Matthew Shears: (02:59) + 1 Jordan

  James Gannon [GNSO-NCSG]: (03:00) +2 Jordan

  Avri Doria: (03:00) CICG does a better job of representig that than ICANN does, but it still isn't the whole story as they refused to add beyond the operatinal communities

  Olivier Crepin-Leblond: (03:00) But Jordan - the Internet Standards are allocated to the IETF's technical community, aren't they?

  Avri Doria: (03:00) ICG doeas a better ...

  Jordan Carter: (03:00) Avri: I think there are layers of M17M - IETF is within protocols, RIRs are within numbering communities, but the classic "tech, academic, govt, bus, civ soc" five party multistakeholderism doesn't feel quite like it plays in protocols, numbers, or ICANN? Feels like IGF?

  Erick Iriarte Ahon: (03:00) +3 Jordan,

  Seun Ojedeji: (03:01) @Jordan i don't get your point, where/who is the global community?

  Olivier Crepin-Leblond: (03:01) Web standards to W3C community?

  Jordan Carter: (03:01) Olivier: they are. SO is that "multistakeholderism"? It's certainly open, no question of that. I really think it depends how one defines the term.

  Olivier Crepin-Leblond: (03:01) IP addresses to RIR communities?

  Jordan Carter: (03:02) Seun: most visibly, at the IGF. Olivier: Yep, so the "multistakeholder" bi tis where this all comes together?

  Avri Doria: (03:02) if the Tunis Agenda is the touchstone for a definiton, perhaps.  I argue that there are different ways of grouping within various versions of m17m

  Matthew Shears: (03:02) havig one entity with significant responsibility in the INternet ecosystem is a very substantial indeed worrying concentration of power

  Matthew Shears: (03:03) with stewarshipo, policy and operations

  Seun Ojedeji: (03:03) ah! that is so so interesting @Jordan, its interesting that you will term an event to the global community. Its more interesting that you will be comfortable with transfering DNS management to an event

  Olivier Crepin-Leblond: (03:03) If a subsidiary was to incorporate seats for non-ICANN community people, could that ease your concerns?

  Jordan Carter: (03:04) Seun: don't put words in my mouth. I didn't say that and you know it.

  James Gannon [GNSO-NCSG]: (03:04) @OCL WOuld that still not be the same issue, that its 1 person in charge and oh we can give you some input.

  Jordan Carter: (03:04) I was commenting on what institutions or formats bring the broadest definition of "multistkaeholder" Internet community together, and that is all.

  James Gannon [GNSO-NCSG]: (03:05) /s/person/group

  Jordan Carter: (03:05) do I want to see the MAG being the steward of the DNS? Definitely not.

  Seun Ojedeji: (03:06) @Jordan you said you like the DNS stewardship to extend beyound ICANN community to Global Internet community and you think IGF represents the global community referred. Correct!

  Avri Doria: (03:06) i tink we can drop both trust models since they were deemed problamtic, and the Standalone IANA that we know does stand a chance of getting approval.

  Olivier Crepin-Leblond: (03:06) I share your concerns regarding having a single organisation "controlling" everything - however in the way we are structuring things and in the way the Accountability Group is building processes that will go in ICANN's DNA re: accountability, is this not the least worst option?

  Avri Doria: (03:06) Jordan, as a member of the MAG, I could not agree more.

  Jordan Carter: (03:06) Both those statements are correct, Seun: but you have made a logic leap that the two should be attacehd that I never made, and I would thank you not to suggest I did. If we are clear on that, fine.

  Jordan Carter: (03:07) Looking at the seven models on the screen, aren't there two categories - the top four are about the stewardship of the DNS, the bottom three are about structures that separate IANA operations from ICANN as steward and policymaker?

  James Gannon [GNSO-NCSG]: (03:08) @OCL, I think thats at the core of the questions here, we only get 1 chance at this, do we want to push to have a best soltuion possible even if it means it takes extra time and complexity, or do we meet the dealine and simplicy and go for the lesast worst solution.

  Jordan Carter: (03:08) We can only answer that question, James, in reference to standards or objectives we can test the solutions against, can't we?

  Jordan Carter: (03:08) some will be thresholds we have to meet, some will be degress of "goodness"?

  Seun Ojedeji: (03:09) @Jordan okay we are cool then and back to basics of ICANN community (which is in it sense global ref: Olivier's comment) having the oversight of IANA....there is no other better community than that.

  Jordan Carter: (03:09) We can have ICANN +

  Jordan Carter: (03:09) Quite easily - e.g. the MRT could have had appointees beyond ICANN SO/AC/SG framework

  Jordan Carter: (03:10) So could the bylaws in an internal solution for periodic review of the IANA functions

  James Gannon [GNSO-NCSG]: (03:10) Yes jordan, but many argue that we shoukd only go for the simplist model not nessesarily the best.

  Chris Disspain: (03:10) Yes Jordan - that's what we suggesed in our guidance document

  Greg Shatan: (03:10) The ICG is a formof "ICANN+"

  Seun Ojedeji: (03:11) @Jordan, is this about positions or about having avenue to keep the IANA operator accountable? If its the former i will say it shouldn't be about that, but strongly support the later

  Jordan Carter: (03:11) My point is just that I don't think we are bound to an ICANN only solution for the IANA stewardship - but that we are sort of bound to that in terms of ICANN accountability broadly

  Jordan Carter: (03:11) (that last bit might be contentious, but seems to be where the CCWG is going)

  Greg Shatan: (03:12) One can be too simple.  Would you ride a fixed-gear bike in the mountains?

  James Gannon [GNSO-NCSG]: (03:13) Jorden the argument that will be amde against that is time, that we dont have enough time to look at that solution.

  Matthew Shears: (03:13) thats correct Alan

  Seun Ojedeji: (03:13) @Greg if i know about the mountain why not ;-)

  Graeme Bunton - RrSG: (03:14) Because its the wrong tool for the job.

  Jordan Carter: (03:14) James - if we can't get a workable solution then we shouldn't have a transition

  Jordan Carter: (03:15) I am confident that won't happen, tho.

  Grace Abuhamad: (03:15) The meeting where we discussed that model was on 24 Feb: https://icann-community.atlassian.net/wiki/x/mY3eBQ

  Greg Shatan: (03:15) Your ffeet will be torn off going down and your thighs will explode going up.

  Chris Disspain: (03:15) not if I'm lance armstrong

  Seun Ojedeji: (03:15) That is a good Idea Jonathan....you are really into this face 2 face this time ;-)

  Matthew Shears: (03:16) Jordan - the stewardship lies with the communities in the hybrid models

  Jonathan Robinson: (03:16) Thanks Seun :-)

  James Gannon [GNSO-NCSG]: (03:16) +1 Matt

  Greg Shatan: (03:18) Lance Armstrong wouldn't ride a fixie in the mountains except for a stunt. It's not fit for purpose. (It's a track bike.)  We need to be fit for purpose.

  Jordan Carter: (03:19) I agree with everything Avri has said, but it seems to me that if you implemented the hybrid model you would still have to decide who could cause it to be transferred away from ICANN

  Graeme Bunton - RrSG: (03:19) You can cut down a tree with a pocket knife too, but you're going to have a better time with a chainsaw.

  Cheryl Langdon-Orr: (03:19) yup.  trust(s). can go off the shortlist. IMO

  Jordan Carter: (03:19) an that comes down to either ICANN through an internal ICANN solution, or an outside agent through a contract co or through the customers "owning" it in the standalone IANA entity

  Seun Ojedeji: (03:19) I gree with Avri on dropping the trust options

  Jordan Carter: (03:19) in other words, I don't see how the integrated model can duck answering the question of "who decides"

  James Gannon [GNSO-NCSG]: (03:20) Agree drop trusts

  Chris Disspain: (03:20) ICANN de ides

  Chris Disspain: (03:20) decides

  Jordan Carter: (03:20) Yes and then we need to build the intenrnal accountabilit ymehcnaisms too

  Jordan Carter: (03:20) So that is why I argue they are separate categories of thing

  Chris Disspain: (03:20) which is what we're doing

  Chris Disspain: (03:20) aren't we?

  Chris Disspain: (03:20) oh, I agree Jordan

  Jordan Carter: (03:21) That's an internal solution, and it requires the accountability stuff the CCWG is doing, sure

  Jordan Carter: (03:21) so I think we could make independent decisions: decide the stewardship, and decide the right to assign

  Jordan Carter: (03:21) the two are not dependent decisions

  Jordan Carter: (03:22) (you could also have the IANA subsidiary with an "external" stewardship option

  Jordan Carter: (03:22) )

  Jordan Carter: (03:23) Happy with trusts on the backburners

  Seun Ojedeji: (03:23) coud you recite the 3 models?

  Seun Ojedeji: (03:24) Okay thanks

  Jordan Carter: (03:24) Just done - and the black ones in the list in the bottom

  Jordan Carter: (03:24) of the notes

  James Gannon [GNSO-NCSG]: (03:24) Grace can you use strikethrough in the notes instead of colours =) For those of us who are colorblind

  Matthew Shears: (03:24) agree - on the backburner but not dropped for now

  Olivier Crepin-Leblond: (03:25) Lise mentioned that the third option was "IANA shared services agreement" - does this kill "subsidiary"? I thought not.

  James Gannon [GNSO-NCSG]: (03:25) (Particularly the red black the blue if done)

  Seun Ojedeji: (03:25) @Matthew if we won't be talking about it then isn't it a drop...?

  Olivier Crepin-Leblond: (03:26) aaah - exactly what Greg said

  Brenden Kuerbis: (03:26) the only thing I'd add would be it has one or more members.

  Brenden Kuerbis: (03:27) the differences lie in who holds the contract, who can call the shots on IANA operation

  Matthew Shears: (03:27) I think it is a shared serivces affiliate of ICANN

  Jordan Carter: (03:27) The question for integrated is who assigns

  Chris Disspain: (03:27) I come to this with clean feet

  Grace Abuhamad: (03:27) @James -- I'm sorry! AC doesn't have "strikethrough" in the text edit options. I'll put the 3 we are putting on the "front burner" in bold font

  Greg Shatan: (03:28) I was just trying to clarify this level of detail.  Not go down to the next level.

  James Gannon [GNSO-NCSG]: (03:28) thanks grace

  Matthew Shears: (03:28) I think Desiree has a point - one could imagine COntract Co + accountbaility

  Matthew Shears: (03:29) Lets not forget that we need to find an appropriate model which may involve parts of one or another model

  Greg Shatan: (03:29) Under the Internal model, there is no structural separation between IANA and ICANN.

  Olivier Crepin-Leblond: (03:29) Contract Co. + Accountability.... isn't this creating another ICANN?

  Grace Abuhamad: (03:30) COFFEE BREAK!!! 15 min break

  Matthew Shears: (03:30) + 1 Greg

  Seun Ojedeji: (03:30) @Greg (re: strutural seperation) IANA is a department in ICANN so isn't that seperation

  Jordan Carter: (03:30) accountability is happening anyway, because ICANN as policy body needs more accountability

  Greg Shatan: (03:30) #3: IANA subsidiary ("affiliate") of ICANN with a shared services agreement.