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

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

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