[bylaws-coord] Bylaws redline

Mon Apr 4 17:03:34 UTC 2016

Dear All,
I am still struggling with the redline Bylaws Draft.
I am concentrating on *Section 3.3* and in particular sub-section *3.3 f *of
Article 3, "*Board Recall  Process*" .,

*Section 3.3. .  Board Recall Process*

(a)  Subject to the procedures and requirements developed by the applicable
Decisional Participant, an individual may submit a petition to a Decisional
Participant seeking to remove all Directors (other than the President) at
the same time and initiate the Board Recall Process (“*Board Recall
Petition*”).  Each Board Recall Petition shall include a rationale setting
forth the reasons why such individual seeks to recall the Board and a
statement, where applicable, that the Board Recall Petition is based solely
[or almost solely] on ICANN’s implementation of a GAC Consensus Board
Resolution, citing (i) the specific GAC Consensus Board Resolution, (ii)
the acts of the Board that implemented such specific GAC Consensus Board
Resolution, and (iii) the IRP Panel award concluding that the Board’s
implementation of such GAC Consensus Advice did not comply with the
Articles of Incorporation or Bylaws (“*Board Recall GAC Consensus Statement*
”).  The process set forth in this *Section 3.3* of this *Annex D* is
referred to herein as the “*Board Recall Process*.”

Comments from Kavouss

1. The manner in which the above txt is drafted give the impression that
"Board Recall Process " IS solely designed  on ICANN’s implementation of a
GAC Consensus Board Resolution, citing (i) the specific GAC Consensus Board
Resolution, (ii) the acts of the Board that implemented such specific GAC
Consensus Board Resolution, and (iii) the IRP Panel award concluding that
the Board’s implementation of such GAC Consensus Advice did not comply with
the Articles of Incorporation or Bylaws (“*Board Recall GAC Consensus
Statement*

Please confirm or other wise this impression

Reading paragraph 77-83 of Annex 4 ( Recommendation 4 ) of the supplémenta
CCWG Proposal does not limit the recall of the Board  should be solely [or
almost solely] on ICANN’s implementation of a GAC Consensus Board
Resolution .In fact the latter which resulted from the Famous " Carve-Out"
was discussed and included at the later stage as the Board Recall process
has a much more broader objectives.

2. Reading sub-section 3.3 f "i and ii" reveals that the carve-out is
totally misunderstood by the drafter.

It is to be noted that under the "Carve-Out "the EC may recall the entire
Board either through the recourse to IRP or without applying the IRP.

F

2016-04-04 16:16 GMT+02:00 Erika Mann via bylaws-coord <
bylaws-coord at icann.org>:

> Thanks a million. I forwarded this exchange to Amy and John from ICANN''s
> legal team. Like you, they are overworked and might miss crucial parts of
> this exchange.
>
> Thanks,
> Erika
>
> On Mon, Apr 4, 2016 at 3:49 PM, Gregory, Holly via bylaws-coord <
> bylaws-coord at icann.org> wrote:
>
>> We have discussed internally and can have this chart prepared by Sidley
>> for the group tomorrow.
>>
>>
>>
>> Sent with Good (www.good.com)
>>
>> ------------------------------
>> *From:* Gregory, Holly
>> *Sent:* Monday, April 04, 2016 06:59:20 AM
>> *To:* Mathieu Weill; Andrew Sullivan
>> *Cc:* Rosemary E. Fei; bylaws-coord at icann.org; Sidley ICANN CCWG;
>> ICANN-Adler; Amy Stathos; Daniel Halloran; Samantha Eisner; John Jeffrey
>>
>> *Subject:* RE: [bylaws-coord] Bylaws redline
>>
>> For the CCWG proposal we have a chart that has the key substance of the
>> proposal in the left hand column and in the right hand column our notes on
>> the ICANN Legal/Jones Day draft provided two weeks ago.  We could easily
>> strip out those notes so the chart could be used to map the CCWG proposal
>> to the current draft bylaws.
>>
>>
>>
>> Sent with Good (www.good.com)
>>
>> ------------------------------
>> *From:* Mathieu Weill
>> *Sent:* Monday, April 04, 2016 06:47:30 AM
>> *To:* Andrew Sullivan; Gregory, Holly
>> *Cc:* Rosemary E. Fei; bylaws-coord at icann.org; Sidley ICANN CCWG;
>> ICANN-Adler; Amy Stathos; Daniel Halloran
>> *Subject:* RE: [bylaws-coord] Bylaws redline
>>
>> Understood Holly.
>>
>> We’ll make that very clear to the respective groups. I am trying to find
>> ways to make this outstanding effort happen and meet the deadlines, while
>> ensuring that the review by our groups are effective and well informed.
>>
>> I agree with Andrew that the top priority for CCWG and CWG legal is to
>> take this step back and review the documents, in order to be in a position
>> to certify compliance with the recommendations.
>>
>> Maybe Icann Legal could attempt to provide the table of correspondence ?
>> The point of such a table is not to to validate it, but help colleagues
>> from the respective groups, who are looking for specific aspects of the
>> Bylaws (such as the implementation of Rec 11, or the implementation of the
>> separation process), locate the respective sections of the Bylaws. This
>> type of table was discussed during the Board - leadership teams dinner in
>> Marrakech and confirmed, to the CCWG at least, during its Thursday
>> meeting.
>>
>> I hope this helps.
>>
>> Best
>> Mathieu
>>
>> -----Message d'origine-----
>> De : Andrew Sullivan [mailto:ajs at anvilwalrusden.com
>> <ajs at anvilwalrusden.com>]
>> Envoyé : lundi 4 avril 2016 13:26
>> À : Gregory, Holly
>> Cc : Rosemary E. Fei; 'Mathieu Weill'; bylaws-coord at icann.org; Sidley
>> ICANN CCWG; ICANN-Adler; Amy Stathos; Daniel Halloran
>> Objet : Re: [bylaws-coord] Bylaws redline
>>
>> Dear colleagues,
>>
>> On Mon, Apr 04, 2016 at 11:21:22AM +0000, Gregory, Holly via bylaws-coord
>> wrote:
>> >  I do not recall a promise for such a document but our very tired team
>> will try to produce it in the next several days.
>>
>> I confess I don't understand the need for such a document.  If we get it,
>> in order to use it we'd have to validate it.  We don't actually have time
>> to do that collectively as a separate step, and to do it we'd end up doing
>> the same work as just going through the recommendations ourselves.
>>
>> Moreover, I'm not at all sure that as a matter of prioritisation the
>> lawyers should turn their focus from validating the text themselves.
>> That is an urgent and necessary task, and must take priority.
>>
>> Best regards,
>>
>> A
>>
>> --
>> Andrew Sullivan
>> ajs at anvilwalrusden.com
>>
>>
>>
>>
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>
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