[CCWG-ACCT] Notes-Recordings-Transcript links for CCWG ACCT Meeting #38 - 30 June 2015

[Kimberly Carlson]

Hello all,

The notes, recordings and transcripts for the CCWG ACCT Meeting #38 - 30 June will be available here:

https://community.icann.org/pages/viewpage.action?pageId=53782440

A copy of the notes and action items may be found below.

Thank you

Best regards,
Kim


ACTION Items

ACTION ITEM: Review emerging issues and papers circulated by Mathieu

ACTION ITEM: Staff to double-check on scheduling of meetings and inform group of next calls before Paris meeting

ACTION ITEM: Cochairs to provide clearer view of how each of these items relate to CWG requirements, provide more substance, share with Kavouss, interact, and provide update to group during call #39

ACTION ITEMS: Circulate a WP3 call for voluneers, set up mailing list and provide required support to get to a point where have proposals for discussion in Paris.

ACTION ITEM: Jordan Carter/WP1 to come back to group with clear specifications by next week for drafting to be handed over to lawyers.

ACTION ITEM: Amend draft letter to plug in timeline and leave it up to NTIA to decide whether extend contract to a certain date or not.

ACTION ITEM Steve del Bianco to wordsmith letter

ACTION ITEM: Mathieu to draft cover letter that captures comments for PC organizer

ACTION ITEM: Sam to look at Board questions, identify most relevant ones and answer them

Notes
Welcome, Roll-Call, SOI
Roelof Meijer and Alice Munyua are on the phone only
Please fill in your SOI.
- No time to conduct early review of models. Outline of membership problems would be useful.
--> We are not reviewing models on this call - it is a reference to an action item.
Action items from Buenos Aires
1. Lawyers have been tasked to review both empowered SO/AC membership model and empowered SO/AC designator model to inform our Paris discussions. We will be having a thorough discussion in Paris so we can flesh out details.
2 Establish WP to address emerging issues
Leon will be work party Chair. Alan Greenberg has volunteered for this effort and we are seeking more volunteers.
ACTION ITEM: Review emerging issues and papers circulated by Mathieu
3 Rapporteurs to identify areas which are not dependent on model so we can advance on work that needs to be done regardless of the model.
4. CCWG to coordinate with CWG to respond to NTIA letter. This will discussed in today's AOB.
5 Flowchart has been distributed - it assesses Bylaw drafting process. We are willing to shorten it.
6. WPs to make sure all comments are addressed no later than PC2 publication
7. Rapporteurs to coordinate work in WPs
- Which Bylaws? We have not agreed on models/IRP Bylaws. We first need to meet CWG requirements that were sent to the ICG.
--> We need to discuss where we are to discuss when we want to go. This is planning.
CCWG Scorecard
- Our departure is the report we filed for comment. We are now reconsidering certain aspects of model based on comments received. Let's not start from scratch.
Goal of scorecard is to check where we are based on initial report and the feedback received and determine which items need to be further investigated. Mission: comments made on balancing core sections and there is disagreement on private sector wording. Governments raised concerns. Rest of issues were highlighted in BA session. Fundamental Bylaws: support except for disagreement about HQs in US should be fundamental Bylaws. That may be pushed to WS2. IRP: feedback about constructive engagement proposals, about process, type of arbitration and comments on number aspects that need refinement. Overall process is supported but point of discussion on CoI for Board members. On community powers: there is a discussion on model but one point among many. Various powers need some refinement such as need for strategy veto does not create endless loops. How caretaker mechanism would work out if Board recall. AoC reviews are supported and that is a CWG requirement. Feedback to add and refine new stress tests. Staff accountability, diversity enhancements, Board responsibilities are new issues. We will start with initial report we have and edit it. Scorecard is designed to track work towards PC2.
- As ICG liaison, we have to finalize assessment of three proposals and ensure accountability is properly assessed by CCWG. It is an important element in order for our proposal to go to NTIA. How can we ensure accountability is properly addressed without difficulty? One suggestion: take budget and put it directly in Bylaws. These are the most urgent issues.
- What are we trying to accomplish by Paris and what are we deferring to Paris? Most contentious issues we need to work on. Too many conference calls before we leave.
--> Rapporteurs are already working on building agendas scheduling their calls. We have issues that need to be considered before first meeting. Suggestion would be to begin discussing issues that are apparently issues to take on. Based on compromises in BA, we set out issues that different stakeholders have in mind. Rapporteurs will be reaching out to WPs.
- 14 July meeting was rescheduled.
- If you read invite carefully - it is specified that old hour was changed to new hour.
ACTION ITEM: Staff to double-check on scheduling of meetings and inform group of next calls before Paris meeting
- What are the priorities we need to address first in the CCWG scorecard? Shortcoming is membership. Why do need to go further into budget plan etc. Important issue is to address accountability. Consider difficulties in membership
- We have a list of requirements from CWG. All these items in scorecard need to be fulfilled if we want to meet requirements. Without IRP, budget powers, Board removal etc, there is no meeting these requirements. We were informed of CWG requirements and community expectations that clearly say we need a consistent accountability framework. Some of these items still need work. What are the items we neet to drop in this scorecard?
--> State which items are CWG and give them priority.
- Suggestion to take this offline
ACTION ITEM: Cochairs to provide clearer view of how each of these items relate to CWG requirements, provide more substance, share with Kavouss, interact, and provide update to group during call #39
WP3
An item that was concluded in Buenos Aires. We received a number of comments during PC asking us to consider a set of issues that were not outlined in PC1. These issues include staff management accountability, who watches watchers, diversity and Board duties. Timing is of essence. We recognized that those concerns were valid. We need a small group to determine what would be our recommendations with a need to sort out what is WS1 and what isn't. Core essence of group will be to try to find what needs to be work stream 1: mechanism that will provide community with confidence that any further mechanism would further enhance ICANN's accoutability. See whether we need somehing in WS1.
- Who watches the watchers is opening pandora box. It will create difficulties. In some SO/ACs, there is no mechanism to watch. GAC e.g. represent governements, there is no watch, they are responsible to governements.
--> This point has been raised from start by Advisors and Charter states that group has requirement to consider Advisors' input. There is more than our report shows on accountability for SO/ACs. They are subject to regular reviews (except GAC). They have transparency requirements and operating rules. We need to be able to explain how this community mechanism is accountable because the model we are creating is a mutual accountability model.
- Do we need to assume the ability for community to generate a Bylaws changes proposal post transition and what mechanisms do we need to fulfill that.
- Mechanism currently proposed for WS2 is a transitional article for Bylaws that recognizes that further changes to Bylaws will be considered to address a number of issues.
- Who watches watchers ia misstatement. We have established core values we believe the organization should hold to and have established IRP. Ultimately the community is the guardian. It provides important mechanisms by which watchers watches himself. We are repeatedly focusing on WP1 and are failing to focus on WP2 because that is no a controversial area. It is leading in error in discussions. Remember the importance of what was achieve in WP2.
- Determine what needs to be included in WS1, if necessary. Key point is to ensure we launch WP3 and task group to come back by July 14 with proposals we can discuss in Paris.
Volunteers: Alan, Leon, Greg, Giovanni, Avri, Keith
ACTION ITEMS: Circulate a WP3 call for voluneers, set up mailing list and provide required support to get to a point where have proposals for discussion in Paris.
- Board duties was raised by Larry Strickling. Feeling there is a need to clarify what is expected from Board and what fiduciary duties refer to to avoid any confusion.

Bylaws Drafting Process
Approach from Bruce Tonkin was refined . We have to find common grounds. Approval and decisions when kicking off Bylaws changes and moving to public comment are requirements on CCWG side. The view of independent counsel on Bylaws changes was a CCWG requirement but Board was bound to ask for ICANN legal views. It is a collaborative effort and drafting effort based on specifications. Specifications are based on public comment report. CCWG clarifies that can move forward with Bylaws drafting once it is ready. Drafting and refining is by ICANN legal in collaboration with counsel. CCWG subgroups would review language to make sure it meets the specs. We will turn to counsel to get advice on whether can proceed with changes. Full CCWG consulted in case of conflicts of interpretation. Incorporate AoC reviews into Bylaws would be candidate for Bylaws drafting process.
- CCWG drafting bylaws makes me pause. First draft by lawyers. ICANN legal should draft bylaws. When it comes to operate let's leave it to those who can do so.
- This is not going to be collaboration. We need to look to our counsel for legal advice on how that works
- There is no intention that our group drafts initial bylaws. Bylaws drafting is legal matter. In favor of independent counsel to draft initial Bylaws. Second choice is having ICANN.
- ICANN attorneys have to sign off on them. Why don't we trust counsel to identify where there is a problem. It is up to CCWG to tell ICANN legal that we do not believe Bylaws are acceptable. We have ultimate approval on this proposal. Should we trust lawyers that words are good.
- We need to make sure we manage our counsel cost effectively. Appropriate management of lawyers. This is not time to cut corners.
- Important to have independent counsel to do drafting Bylaws. Fine for ICANN to review. If ICANN lawyers do drafting, we are always going to be reactive mode and having to argue and convince why we need language change. It should be our lawyers representing our interests. ICANN legal can convince us. Other way our own independent counsel holds pen.
-  We are going to be very clear about what should happen. It should not be negotiations. It is more cost effective to have ICANN do initial draft and our lawyers to comb through changes.
- Bringing AoC review into Bylaws - 11 pages of comments - can we finalize specs or do we need to keep debate alive?
- Suggestion to have a a dialogue with ICANN legal and client. Come to terms on fundamental terms while drafting documents is way to draft key issues. key issues are better left at first level.
- Discussion has proceeded as though clear between expressive work as to what we would like to achieve and alien world as to text that would need to be implemented that we could not engage with ourselves. Laywers have magical ability to turn into language. There is too much deference. We will need to keep close eyes on item. We are not working from huge degree of consensus. Have our own lawyers achieve what we are trying to achieve vs. ICANN lawyers
- Involvement in WPs subgroups: clarify what specifications are. It is what matters in this process more than holding the pen. We need to set expectations right.
- It needs to be a collaborative process.
- Proposed way forward: we need to be clear on specifications - it is the key success factor. We need to kick it off the ground. Suggestion would be to take section of report on AoC reviews which is well advanced in terms of clarification of specifications. We would then test system where ICANN legal holds pen and based on experience it will be easier to determine whether this works out. This creates right incentive. It will be a first data point.
ACTION ITEM: Jordan Carter/WP1 to come back to group with clear specifications by next week for drafting to be handed over to lawyers.

AOB
Reply to NTIA lawyer: incorporate different comments received, send to COs and vote approval by Dublin. It also touches on implementation issues and timeline we can foresee.
- It should mention what plan is.
ACTION ITEM: Amend draft letter to plug in timeline and leave it up to NTIA to decide whether extend contract to a certain date or not.
ACTION ITEM Steve del Bianco to wordsmith letter.

We were informed that a public comment period is running on reviews.  This has triggered debate. Suggestion would be to capture exchanges we have had on list and recap them as contribution to public comment showing there are diverse views on how to proceed with reviews in light of our upcoming recommendations.
ACTION ITEM: Mathieu to draft cover letter that captures comments for PC organizer

Do we have plan in place to respond to questions to Board or at least incorporate them in follow on work.
--> we did not formally assess how we would respond. #1 - many of questions are already taken on Board while discussing model. Questions have been transferred to external independent counsel model can rely on. It was suggested that it could be useful if Sam could start looking at the questions and point out most relevant ones and answering them.
ACTION ITEM: Sam to look at Board questions, identify most relevant ones and answer them.

Concluding remarks
We are aware of work ahead of us - focused on priorities - glad we didn't spend time on model.
There will be a number of good discussions in Paris - our goal is that this discussion takes place on informed papers we have all read so that we can make discussions in reasonably informed manner.
We need legal advisors to come up with clear descriptions of model


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