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

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

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to be (perhaps unintentionally) superseded by Staff's work.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