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

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

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 
        
        

        
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        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.