Bicameral Council Seat Transition Plan

Whereas:

• On 27 August 2009 the ICANN Board approved Bylaws Amendments Related to GNSO Restructuring (http://www.icann.org/en/general/bylaws-amendments-27aug09.pdf) in support of the transition to a new GNSO Council to be seated during the ICANN annual general meetings in Seoul in October 2009.
• Article XX (Transition Article), Section 5, item 5.e of the Bylaws Amendments reads, “The three seats currently selected by the Nominating Committee shall be assigned by the Nominating Committee as follows: one voting member to the Contracted Party House, one voting member to the Non-Contracted Party House, and one non-voting member assigned to the GNSO Council at large.”
• The Bylaws Amendments were approved too late in the 2009 Nominating Committee process to allow the three Nominating Committee seats to be assigned by the Nominating Committee.
• Article XX (Transition Article), Section 5, item 6 of the Bylaws Amendments reads, “The GNSO Council, as part of its Restructure Implementation Plan, will document: (a) how vacancies, if any, will be handled during the transition period; (b) for each Stakeholder Group, how each assigned Council seat to take effect at the 2009 ICANN annual meeting will be filled, whether through a continuation of an existing term or a new election or appointment; (c) how it plans to address staggered terms such that the new GNSO Council preserves as much continuity as reasonably possible; (d) the effect of Bylaws term limits on each Council member.”
• Article XX (Transition Article), Section 5, item 11 of the Bylaws Amendments reads, “As soon as practical after the commencement of the ICANN meeting in October 2009, or another date the Board may designate by resolution, the GNSO Council shall, in accordance with Article X, Section 3(7) and its GNSO Operating Procedures, elect officers and give the ICANN Secretary written notice of its selections.”
• The GNSO Council desires to: i) Maximize continuity in the transition from the old to the new Council; ii) minimize the complexity for Stakeholder Groups in selecting Councilors; and iii) respect the rights of GNSO Stakeholder Groups to elect their Council representatives in ways that best meet their needs while complying with the ICANN Bylaws.
• The GNSO Council Operations work team prepared draft GNSO Council Operating Procedures and the Operations Steering Committee forwarded those for Council consideration on 17 September 2009.
• The charters for the GNSO Policy Process and Operations Steering Committees (PPSC and OSC) are scheduled to end at the ICANN Annual Meeting in Seoul.

The GNSO Council approves the following plan:

1. It is recommended that all Councilors who will be seated in the 28 October public GNSO Council meeting should be selected and the GNSO Secretariat provided with their contact information not later than 30 September 2009. If that is not possible, then best efforts should be made to do so as soon as possible after 30 September to facilitate travel and lodging arrangements in Seoul.
2. Each Stakeholder Group may determine the term dates for its respective Councilors provided those dates are compliant with the ICANN Bylaws and their respective charters¹; any terms that are changed from the previously defined dates strictly for the purpose of seating the bicameral Council shall be considered full terms with regard to complying with Bylaws term limit requirements.
3. Each House will elect a vice chair for the new bicameral Council:
   
   1. Nominations must be completed not later than 23 October 2009.
   2. Elections must be completed not later than Tuesday, 27 October 2009.
   3. Election requires a simple majority vote.
4. The new bicameral Council will be seated in the public GNSO Council meeting on 28 October 2009, at which time the service of the previous Council will end.
5. The GNSO Council Operations Work Team (GCOT) will be tasked with developing a timeline for use by Houses in the elections of vice chairs starting in 2010, which will be added to the GNSO Council Operating Procedures once appropriately approved after the meetings in Seoul.
6. The nomination procedure for GNSO Council Chair will be as follows:
   
   1. The GNSO Secretariat will call for nominations from existing Councilors for GNSO Council Chair on 7 October 2009.
   2. The nomination period will end on 21 October 2009.
   3. Nominees shall submit a candidacy statement in writing to the Council not later than 23 October 2009.
7. Avri Doria, current GNSO Council chair, will serve as non-voting chair of the bicameral Council meeting on 28 October until such time as a new chair is elected, at which time the new chair will assume the chair responsibilities. If an absentee ballot is required to complete the chair’s election, this will be a 24 hour ballot scheduled to end on 29 October. If no chair has been elected by the end of the Annual meeting on 30 October, the vice-chairs will assume the chair responsibilities as defined in the Bylaws
8. The existing GNSO Council will approve a draft of the GNSO Council Operating Procedures (previously called the Rules of Procedure of the GNSO Council) for public comment and ICANN Staff will post them for a 21-day public comment period as soon as possible; such draft will include a revision of those areas of the existing Rules necessary for seating the bicameral Council. The Council also notes that there are several placeholder items in the current version of the recommended Operating Rules and procedures that will need to be addressed by the GCOT after Seoul.
9. As much in advance of the meeting as possible, the agenda for the 28 October 2009 Council meeting will be prepared by the existing Council under the leadership of Avri Doria as chair and shall include but not be limited to the following two action items: 1) Approval of the Council Operations Procedures necessary for seating the bicameral Council; 2) Election of chair.
10. As the first substantial item on the agenda of 28 October, the new council members will discuss and vote on the updated Council Operating Procedures. Approval of the Procedures will require a majority of the voting members of each house for approval. Any amendment that results from comments submitted, will need to be voted on prior to the vote on the Procedures and will also require a majority of the voting members of each house.
11. The Council requests that the Nominating Committee be tasked with assigning all three Nominating Committee Appointees (NCAs) to Council seats beginning after the 2010 ICANN Annual Meeting. For the period starting on 28 October 2009 and continuing only through the 2010 ICANN Annual Meeting, the following procedure will be used to assign NCAs to Council seats:
    
    1. ICANN Staff should ensure that a Statement of Interest is received from Andrey Kolesnikov and sent to the Council not later than 30 September 2009.
    2. Not later than 30 September 2009, new and existing NCAs will make best efforts to collaborate and provide their input to the GNSO Council regarding their recommendations for assigning NCA Council seats. Such input should include any seating assignments that any of the NCAs would individually be uncomfortable taking along with their reasons.
    3. Taking into consideration the input from the NCAs, if any, both GNSO Council Houses and/or their respective Stakeholder Groups should attempt to reach agreement on the seating for each of the three NCAs for the first year of the new bicameral Council and communicate the results to the Council not later than 7 October 2009.
    4. If the GNSO Council Houses and/or their respective Stakeholder Groups are unable to reach agreement, then the new, inexperienced NCA will take the non-voting Council seat and random selection will be used to assign the other two NCAs to Houses before the Council meeting on 8 October 2009.
    5. In the meeting scheduled for 8 October 2009, the Council will acknowledge the results of this process and confirm that it was properly conducted.
12. The Council requests ICANN Staff support to fulfill this plan, including but not limited to scheduling and arranging for any needed teleconference calls.
13. The charters for the GNSO Policy Process and Operations Steering Committees (PPSC and OSC) are extended until the end of ICANN’s first general meeting in 2010.

Attachment: Table 1

GNSO COUNCIL RESTRUCTURE IMPLEMENTATION PLAN

Notes:

(1)Those individuals who are term-limited are marked with an asterisk.

(2) This column reflects Staff-suggested dispositions only. Subject to certain structural realities (see Notes 4 and 5 below), the decisions regarding which seats and representatives continue, become vacant or are otherwise subject to re-election are completely in the hands of the individual Stakeholder Groups or Constituencies.

(3) All election/allocation results must be communicated to the GNSO Secretariat no later than 30 September 2009.

(4) Three seats from the Commercial Stakeholder Group are being eliminated in this new structure. The three seats indicated as possible eliminations are for illustration purposes only. That final determination of which seats are impacted by the change should be made by the CSG Executive Committee.

(5) Under the terms of the Transitional NCSG Charter, the NCUC leadership will make the determination regarding the upcoming NCSG seat vacancy and the Board has the responsibility to appoint the individuals to Councilor positions 4, 5 and 6.

(6) After the Board’s decision on the Bylaws amendments package currently scheduled for its 27 August meeting, it is hoped that the Nominating Committee will be in a position to recommend which Nominating Committee Appointee (NCA) should be assigned to each of three specific positions on the Council; one NCA serving as a voting member of the Contract Party House; one NCA serving as a voting member of the Non Contract Party House; and one NCA serving in a non-voting capacity to “preserve the independent presence on the Council.”

(7) Tony Holmes advised Council on 27 August that Maggie Mansoukia would be filling Greg Ruth’s seat on the Council until Seoul.