RE: [liaison6c] RE: [council] Draft Revisions to the ICANN Bylaws Relating to GNSO Restructure

["Gomes, Chuck" <cgomes@xxxxxxxxxxxx>]

Jeff,
 
Please note my responses below.
 
Chuck


________________________________

        From: Neuman, Jeff [mailto:Jeff.Neuman@xxxxxxxxxx] 
        Sent: Monday, March 30, 2009 10:12 AM
        To: Gomes, Chuck; ken.bour@xxxxxxxxxxx; stephane.vangelder@xxxxxxxxx; 
Margie.Milam@xxxxxxxxx; council@xxxxxxxxxxxxxx; liaison6c@xxxxxxxxxxxxxx
        Subject: RE: [liaison6c] RE: [council] Draft Revisions to the ICANN 
Bylaws Relating to GNSO Restructure
        
        

        Can I propose a meeting between the five work team chairs to discuss 
the items being worked on as I already see overlapping subject areas.  For 
example, to the extent that the voting thresholds are involved in the policy 
process, those are being discussed in the PPSC work teams.  Again we are not 
looking at changing the thresholds, but providing more clarity as to what they 
mean.  It sounds like from your note Chuck that this may be also addressed by 
other teams as well.  
        [Gomes, Chuck] As long as we have a clear agenda with objectives that 
are useful to all the WT chairs, I think this would be fine.  I think the first 
task is to develop the agenda. 

         

        For example,

         

        "Create an Issues Report:  requires more than 25% vote of both houses 
or majority of one house"

         

        ·         I take it from your e-mail Chuck, that the issue of what 
constitutes a 25% vote is a matter for each SG to address and recommend to the 
Council?[Gomes, Chuck]  The Contracted House will have 7 votes; 25% would be 2 
votes. The Users House will have 13 votes; 25% would be 4 votes. What needs to 
be defined?

        ·         However, what is an issues report?  Is an issues report the 
first step in the process?  Is there something in between an issues report and 
a vote on what used to be known as a PDP? - These are questions for the PDP 
work team, correct?[Gomes, Chuck]  These are legitimate questions for the PDP 
WT to work on on and could result in the need to add new thresholds and maybe 
even the elmination of thresholds as currently defined. For example, maybe we 
won't even have anything called an issues report so that threshold could 
eventually be deleted.  In the meantime though we will be operating using the 
existing PDP so we would need a voting threshold for issues reports. 

         

        I think  a meeting between the five chairs of the work teams and icann 
staff may be helpful to get the issues on the table. Perhaps then you will be 
able to see why I am leery about implementing the voting thresholds in June if 
the other work is not done?[Gomes, Chuck]  I think it is helpful to recognize 
that the GNSO bicameral structure will be implemented before the GNSO 
Improvements WTs finish there work.  In the case of the PPSC and its two work 
teams, they likely will not be finished with their work when the bicameral 
Council is seated, whether that is in June or some later date, but policy work 
will still need to continue.  The natural way for that to happen is to use the 
existing PDP and thus there is a need for voting thresholds in the bicameral 
model to support that.  Once the GNSO improvement recommendations from the WTs 
are fully implemented, we may need to change the thresholds but that should 
just be a change in the Rules and not a change in the Bylaws, although I 
support a Bylaws requirement that Rules changes require a high threshold (at 
least 60% of each house) and Board approval so as to avoid making rules changes 
too easy. 

         

        Apparently e-mails alone will not solve the issue (especially because 
not everyone on this list can get my e-mails - I cannot post to the council 
list).[Gomes, Chuck]  I believe that all Councilors are on this list. 

         

        Jeffrey J. Neuman, Esq.: NeuStar, Inc.
        Vice President, Law & Policy 
        
        

        
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        From: Gomes, Chuck [mailto:cgomes@xxxxxxxxxxxx] 
        Sent: Monday, March 30, 2009 9:58 AM
        To: Neuman, Jeff; ken.bour@xxxxxxxxxxx; stephane.vangelder@xxxxxxxxx; 
Margie.Milam@xxxxxxxxx; council@xxxxxxxxxxxxxx; liaison6c@xxxxxxxxxxxxxx
        Subject: RE: [liaison6c] RE: [council] Draft Revisions to the ICANN 
Bylaws Relating to GNSO Restructure

         

        The voting thresholds are for the bicameral Council, not the SGs.  It 
will be up to the SGs to inform their Council reps how to vote on the Council.  
The GNSO Operations work team is tasked with developing revised Rules of 
Procedure for the Council and proposing those to the Council for consideration. 
 That of course will involve full community input.

         

        Chuck

                 

________________________________

                From: Neuman, Jeff [mailto:Jeff.Neuman@xxxxxxxxxx] 
                Sent: Monday, March 30, 2009 9:49 AM
                To: Gomes, Chuck; ken.bour@xxxxxxxxxxx; 
stephane.vangelder@xxxxxxxxx; Margie.Milam@xxxxxxxxx; council@xxxxxxxxxxxxxx; 
liaison6c@xxxxxxxxxxxxxx
                Subject: RE: [liaison6c] RE: [council] Draft Revisions to the 
ICANN Bylaws Relating to GNSO Restructure

                We are not revisiting those, but there are still so many 
unanswered questions even around the voting thresholds (i.e., does voting 
results mean of those present or does it mean of those in the stakeholder group 
as a whole) that need to be explored and some believe that we should not 
implement any new thresholds until these questions are answered by the 
community.  In any case, it is a subject for the work teams to consider (as 
opposed to just the Council).

                 

                Jeffrey J. Neuman, Esq.: NeuStar, Inc.
                Vice President, Law & Policy 

                
________________________________


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only for the use of the recipient(s) named above and may contain confidential 
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the original message.

                 

                 

                From: Gomes, Chuck [mailto:cgomes@xxxxxxxxxxxx] 
                Sent: Monday, March 30, 2009 9:32 AM
                To: Neuman, Jeff; ken.bour@xxxxxxxxxxx; 
stephane.vangelder@xxxxxxxxx; Margie.Milam@xxxxxxxxx; council@xxxxxxxxxxxxxx; 
liaison6c@xxxxxxxxxxxxxx
                Subject: RE: [liaison6c] RE: [council] Draft Revisions to the 
ICANN Bylaws Relating to GNSO Restructure

                 

                Jeff,

                 

                I think we need to separate the voting thresholds from the PDP 
work, at least for now.  That would not necessarily mean that the thresholds 
could not be revisited later if I problem was discovered relative to the 
revised PDP but I would hope that that is an unlikely possibility. A lot of 
community thought already went into the thresholds and I don't think it is a 
good idea to start that over.

                 

                Chuck

                         

________________________________

                        From: Neuman, Jeff [mailto:Jeff.Neuman@xxxxxxxxxx] 
                        Sent: Sunday, March 29, 2009 9:25 PM
                        To: Gomes, Chuck; ken.bour@xxxxxxxxxxx; 
stephane.vangelder@xxxxxxxxx; Margie.Milam@xxxxxxxxx; council@xxxxxxxxxxxxxx; 
liaison6c@xxxxxxxxxxxxxx
                        Subject: RE: [liaison6c] RE: [council] Draft Revisions 
to the ICANN Bylaws Relating to GNSO Restructure

                        I was reading Section 11 in the document (reprinted 
below) that jumped out at me.  The reason I made my comments was because one of 
the issues that the work team was discussing was what needed to be accomplished 
prior to the June date as opposed to after.  It was also up for discussion as 
to what would happen with the PDP if everything were not completed.  The 
assumption some had in the group was that even if the GNSO divided into 
Stakeholder Groups at the June date, the PDP may very well be unaltered until 
such time as the Work Team/Council and Board felt the changes could be 
implemented.  But this seems to envision a piece meal adoption of a new PDP 
(namely adopting the voting thresholds with no explanation or context until 
other pieces could be (if ever) adopted)).  

                         

                        The registries and registrars may not like changing the 
PDP in this piecemeal fashion since it would affect how consensus policies are 
developed.  I also fear that we (the Work Team/Council/Staff)  could get bogged 
down in discussing what should happen at transition date and never get to the 
ultimate substance (the redesign of the PDP as a whole).

                         

                        I do not view this issue as a GNSO council issue, but 
rather as a community issue that at the very least the work team will need to 
address.  

                         

                        11. In the absence of further action by the Board to 
modify or amend Annex A to these Bylaws and/or this Transition Article XX, 
Section 5, the newly seated GNSO Council will utilize the following voting 
thresholds for all policy development activity conducted commencing with the 
ICANN meeting in June 2009[1]:  

                        a.  Create an Issues Report:  requires more than 25% 
vote of both houses or majority of one house; 

                        b.  Initiate a PDP Within Scope:  requires more than 
33% vote of both houses or more than 66% vote of one house; 

                        c.  Initiate a PDP Not Within Scope:  requires a vote 
of more than 75% of one house and a majority of the other house ("Super 
Majority"); 

                        d.  Approve a PDP Without a Super Majority: requires a 
majority of both houses and further requires that one representative of at 
least 3 of the 4 Stakeholder Groups supports; 

                        e.  Approve a PDP With a Super Majority:  requires 
greater than 75% majority in one house and majority in the other house. 

                         

                         

                        Jeffrey J. Neuman, Esq.: NeuStar, Inc.
                        Vice President, Law & Policy 

                        
________________________________


                        The information contained in this e-mail message is 
intended only for the use of the recipient(s) named above and may contain 
confidential and/or privileged information. If you are not the intended 
recipient you have received this e-mail message in error and any review, 
dissemination, distribution, or copying of this message is strictly prohibited. 
If you have received this communication in error, please notify us immediately 
and delete the original message.

                         

                         

                        From: Gomes, Chuck [mailto:cgomes@xxxxxxxxxxxx] 
                        Sent: Sunday, March 29, 2009 8:05 PM
                        To: Neuman, Jeff; ken.bour@xxxxxxxxxxx; 
stephane.vangelder@xxxxxxxxx; Margie.Milam@xxxxxxxxx; council@xxxxxxxxxxxxxx; 
liaison6c@xxxxxxxxxxxxxx
                        Subject: RE: [liaison6c] RE: [council] Draft Revisions 
to the ICANN Bylaws Relating to GNSO Restructure

                         

                        Jeff,

                         

                        Note that the Bylaws changes are supposed to only 
relate to the restructure of the Council to the new bicameral model and not to 
the broader GNSO improvements effort for which implementation plans are being 
developed by the work teams.  It is true that the revised PDP will be a Bylaws 
issue but I don't believe that is included in this draft of Bylaws changes.  
The goal of this limited effort is to make sure that any Bylaws changes are in 
place before the Council moves to the bicameral model.

                         

                        Chuck

                                 

________________________________

                                From: Neuman, Jeff 
[mailto:Jeff.Neuman@xxxxxxxxxx] 
                                Sent: Sunday, March 29, 2009 6:30 PM
                                To: Gomes, Chuck; ken.bour@xxxxxxxxxxx; 
stephane.vangelder@xxxxxxxxx; Margie.Milam@xxxxxxxxx; council@xxxxxxxxxxxxxx; 
liaison6c@xxxxxxxxxxxxxx
                                Subject: Re: [liaison6c] RE: [council] Draft 
Revisions to the ICANN Bylaws Relating to GNSO Restructure

                                Speaking not as a councilor, but as one who is 
still on these lists. There are many questions still being addressed by the 5 
work teams which seem to be (perhaps unintentionally) superseded by Staff's 
work. As the chair of one of the work teams, one of our agenda items to discuss 
within the team (notice I did not say council) what parts should be in the 
bylaws and what should be in rules of operation. Again that is dependent as 
Chuck said on how the rules of operation can be changed.
                                
                                I want to thank Staff for this work, but I fear 
this will be a distraction as opposed to an aid for the community in doing the 
work of the 5 work teams. I again thank staff for doing some of this work, but 
I am afraid much of it was too premature. It is the community that needs to 
figure out how this will work, not the staff.
                                
                                Thanks. 
                                Jeffrey J. Neuman, Esq. 
                                Vice President, Law & Policy 
                                NeuStar, Inc. 
                                Jeff.Neuman@xxxxxxxxxxx 

________________________________

                                From: owner-liaison6c@xxxxxxxxxxxxxx 
                                To: Ken Bour ; Stéphane Van Gelder ; Margie 
Milam ; council@xxxxxxxxxxxxxx ; liaison6c@xxxxxxxxxxxxxx 
                                Sent: Sun Mar 29 17:28:39 2009
                                Subject: [liaison6c] RE: [council] Draft 
Revisions to the ICANN Bylaws Relating to GNSO Restructure 

                                I support the suggestion to move voting 
thresholds to the Rules but with a condition in the Rules that any changes to 
the thresholds requires a high voting bar (at least 60% of both houses) and 
that the Bylaws require Board approval of the Rules and any amendments to the 
Rules.  In my opinion, the consensus reached on GNSO restructure was highly 
dependent on the interdependency of several elements of the restructure 
recommendations.  In particular, the recommended thresholds were a very crucial 
part of the overall package that we agreed to, so if it is too easy to change 
those, it could compromise the whole set of recommendations.

                                 

                                I do not agree that this document is almost 
ready.  I think we have quite a bit of work to do still and this is much too 
important to rush.  I am all for doing it quickly, but let's make sure we 
carefully deal with all the issues that are being identified.  In that regard, 
I think it would be helpful if Staff prepared a document organized similar to 
what they have already done that integrates all the various comments including 
their source with each section.

                                 

                                Chuck

                                         

________________________________

                                        From: owner-council@xxxxxxxxxxxxxx 
[mailto:owner-council@xxxxxxxxxxxxxx] On Behalf Of Ken Bour
                                        Sent: Friday, March 27, 2009 2:59 PM
                                        To: 'Stéphane Van Gelder'; 'Margie 
Milam'; council@xxxxxxxxxxxxxx; liaison6c@xxxxxxxxxxxxxx
                                        Subject: [council] Draft Revisions to 
the ICANN Bylaws Relating to GNSO Restructure

                                        Stéphane: 

                                         

                                        Thank you for your prompt initiative 
and the supportive observations.  Please see my embedded comments below.

                                         

                                        If there are any other questions, 
please continue to raise them.   In the interest of time, we recognize and 
appreciate the Council's active interest and remain committed to timely and 
thorough replies.   

                                         

                                        Ken Bour

                                         

                                        From: owner-council@xxxxxxxxxxxxxx 
[mailto:owner-council@xxxxxxxxxxxxxx] On Behalf Of Stéphane Van Gelder
                                        Sent: Friday, March 27, 2009 1:05 PM
                                        To: Margie Milam; 
council@xxxxxxxxxxxxxx; liaison6c@xxxxxxxxxxxxxx
                                        Subject: Re: [council] Draft Revisions 
to the ICANN Bylaws Relating to GNSO Restructure

                                         

                                        Margie,
                                        
                                        Thanks for sending these on. As we are 
so pushed for time, allow me to get the ball rolling on this discussion and 
make a few comments.
                                        
                                        Section 3. Article 1.
                                        Moving the "geographic regions 
goalposts" up from "no 2 members" to "no 3 members" seems like a sensible 
suggestion for those SGs with 6 Council members. I agree with it.

                                        [KAB: ] Staff appreciates your support 
of this provision.   
                                        
                                        Section 3. Article 3.
                                        What's your rationale for recommending 
that "vacancy rules" be moved to OR&Ps?

                                        [KAB: ] The only specific provision, in 
this section, deals with the removal of an NCA for cause and includes the 
actual voting thresholds.   One of Staff's sub-objectives in this re-drafting 
assignment was to eliminate any/all provisions that, in its judgment, could be 
more effectively accommodated within internal Council procedures.   One area 
identified was detailed voting thresholds and another involved this topic of 
vacancies, removals, and resignations.   Staff suggests that such provisions do 
not rise to the level of being required in ICANN-level legal Bylaws.   In the 
event that new Council voting thresholds are added or modified, in the future, 
such changes could be accomplished locally versus requiring protracted formal 
Bylaws amendments.   Similarly, procedures for handling Council vacancies, 
resignations, and other administrative matters seem more appropriate for OR&P 
vs. corporate Bylaws.   
                                        
                                        Section 3. Article 7.
                                        Are there no voting thresholds for 
selecting the chair and vice-chairs?

                                        [KAB: ] Yes, there are bicameral house 
voting thresholds for these positions and, as discussed above, they will be 
prescribed in the Council's OR&P currently under revision by the GNSO 
Operations Work Team (Ray Fassett, Chair) under the auspices of the Operations 
Steering Committee (OSC).   The Council Chair election requires 60% of both 
houses and the Vice-Chair positions are prescribed in the following language, 
inserted below:  

                                        "The GNSO Council shall also select two 
Vice Chairs, one elected from each of the two voting houses.   If the Council 
Chair is elected from one of the houses, then the non-voting Council-Level 
Nominating Committee Appointee shall serve as one of the Vice Chairs in lieu of 
the Vice Chair from the house of the elected Chair.   If the Chair is elected 
from one of the houses, that person shall retain his/her vote in that house."  

                                        Section 3. Article 8.
                                        I agree the voting threshold 
descriptions belong in the OR&Ps, but it would be helpful for our discussion of 
the bylaws to have a reminder of what they are. Can you provide a link to where 
they are please?

                                        [KAB: ] The voting thresholds 
originally prescribed by the Working Group on GNSO Council Restructuring 
(WG-GCR) contained both PDP and non-PDP elements.   In this re-drafting 
exercise, Staff is recommending that they be parsed out as follows:  the 
non-PDP voting thresholds will be contained in Council OR&P while the PDP 
thresholds will be included in Article XX-Transition until such time as the 
Policy Process Steering Committee (PPSC) and PDP Work Team (Jeff Neumann, 
Chair) have completed deliberations and are prepared to recommend a formal 
revision to Annex A of the Bylaws.   Since the PDP thresholds are currently 
specified in Annex A, which is not being revised as part of this restructuring 
effort, Staff recommends that the new PDP thresholds should be included in 
Article XX vs. Council OR&P.   Article XX is a "transition" document only and, 
once the PDP voting thresholds are successfully relocated from Annex A to the 
Council OR&P (Staff's recommendation), Article XX can be removed from the 
Bylaws in its entirety (assuming all other transition matters are completed).   
 Below are the voting thresholds recast into the two groupings: 

                                                    Non-PDP:  

                                        a)      Elect Council Chair:  requires 
60% of both houses. 

                                        b)     Remove NCA for Cause:  requires 
75% of both houses (excluding the NCA subject to removal); subject to Board 
approval.

                                        c)      All other GNSO Council Business 
(default):  requires majority of both houses.  

                                                    

                                        PDP:

                                        a)      Create an Issues Report:  
requires more than 25% vote of both houses or majority of one house. 

                                        b)     Initiate a PDP within Scope:  
requires more than 33% vote of both houses or more than 66% vote of one house. 

                                        c)      Initiate a PDP not within 
Scope:  requires a vote of more than 75% of one house and a majority of the 
other house ("Super Majority").  

                                        d)     Approve a PDP without a Super 
Majority:  requires a majority of both houses and further requires that one 
representative of at least 3 of the 4 Stakeholder Groups supports.  

                                        e)      Approve a PDP with a Super 
Majority:  requires greater than 75% majority in one house and majority in the 
other house.

                                         

                                        Apart from the points raised above, I 
think this document is already very near completion. Having seen it, I must 
admit I feel a lot more confident that we can move ahead with sufficient speed 
to meet the deadlines set in your email for our review of these proposed 
bylaws. Congratulations on a well-written document.

                                         

                                        [KAB: ] Staff appreciates the 
compliment and the vote of confidence toward a successful June Council seating. 
  Thank you!  

                                        
                                        
                                        Stéphane
                                        
                                        
                                        Le 27/03/09 00:34, « Margie Milam » 
<Margie.Milam@xxxxxxxxx> a écrit :

                                        Dear All,
                                         
                                        As discussed in today's GNSO call,   
ICANN Staff has prepared Draft Bylaws Revisions (attached) that contain Staff 
recommendations for changes relating to the GNSO restructure.   They are 
intended to serve as a starting point for the GNSO Council's discussions.    
                                         
                                        General Observations
                                        
                                        ·        These Bylaws were drafted to 
be consistent with Board recommendations as to structure and principles.
                                        
                                        ·        Staff also attempted to build 
in flexibility to accommodate changes in the future without requiring Bylaws 
amendments.  For example, Staff recommends that some issues be moved from the 
Bylaws to GNSO Council Operating Rules and Procedures that would be approved by 
the Board.
                                        
                                        ·        Since the Board approved 
improvements did not provide specific details with respect to all topics, ICANN 
staff developed recommendations to address these gaps, which are contained in 
footnotes throughout the document.
                                        
                                        ·        The Draft Bylaws Revisions are 
subject to review by the ICANN Office of the General Counsel for legal form as 
well as consistency. 
                                        
                                        ·        A few additional decisions 
will be needed to finalize these Bylaws, for example,  Board approval of the 
unresolved open issue concerning Board seats 13 and 14, and further Council 
work on certain of the transition procedures (e.g. staggered terms, elections). 
                                        
                                        
                                        
                                        Format of Revisions
                                         
                                        ·        To facilitate reviewing these 
changes, the Draft Bylaws is organized as a side-by-side comparison of the 
current language and the proposed language.
                                        
                                        ·        The yellow highlighted text 
refers to new or substantially revised language compared to the current Bylaws.
                                        
                                        ·        The footnotes include 
rationale statements where Staff thought  an explanation might be helpful.   
                                        
                                        
                                        Next Steps and Timing
                                         
                                        ·        The GNSO Council will need to 
decide how it would like to review the Draft Bylaws to develop its 
recommendations.
                                        
                                        ·        ICANN Staff will be working 
with the GNSO Operations Work Team in developing the GNSO Operating Rules and 
Procedures to incorporate those improvements that were omitted from the Bylaws 
in order to provide flexibility.
                                        
                                        ·        In order to seat the new 
Council by June,  the Board would need to approve of the revisions by no later 
than its May 21st meeting.
                                        
                                        ·        A public comment period would 
need to take place before the May 21st meeting.
                                        
                                        ·        The Council would need to 
complete its review/analysis by the next GNSO council meeting on April 16th  in 
order to accommodate the public comment period.
                                        
                                        ·        Due to this short time period, 
the GNSO Council is currently evaluating the most effective way to proceed.  
                                        
                                        
                                        
                                        Finally, ICANN Staff is available to 
provide background and additional information on the Draft Bylaws Revisions if 
it would be helpful for your review.
                                        
                                        
                                        
                                        Regards,
                                        
                                        
                                        
                                        Margie Milam
                                        
                                        Senior Policy Counselor
                                        
                                        ICANN 
                                        
                                        
                                        
                                        
                                         
                                         
                                         

                        
                        

________________________________

                
                

________________________________


________________________________

        [1] Note: The PPSC's PDP Team may recommend rewording the voting 
thresholds.