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

[Alan Greenberg <alan.greenberg@xxxxxxxxx>]

We can survive without a complete re-write of the 
PDP process, but Annex A of the Bylaws *will* 
have to change, at the very least to reflect 
voting thresholds. Perhaps other places as well. Alan
At 29/03/2009 08:04 PM, Gomes, Chuck wrote:
> 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 seem to be (perhaps unintentionally) superseded 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>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