[bylaws-coord] Clarification of today's directions and Questions for Tomorrow

[Gregory, Holly]

We eagerly await the certified instructions from today’s call.  Please be sure to clarify treatment of the question regarding HR FOI Section 27.3.  We understand that the Human Rights provision is to be moved from the transitional bylaws into the Core Values section, but we are unclear as to the outcome of the issues raised by Ed and David regarding enforcement.

For Discussion

A.  On the call today the CCWG agreed to include in the bylaw language the phrase “the root zone of” in Article 1, Section 1.1.a.i
The remaining open issue on this question is whether “root zone” needs to be defined, as highlighted in yellow below from the original question:

1.  The latest draft text for Article 1, Section 1.1.a.i describes ICANN’s naming mission as follows: “Coordinates the allocation and assignment of names in the Domain Name System …” This text differs from the conceptual language proposed in Annex 05 – Recommendation #5, which read as follows: “Coordinates the allocation and assignment of names in the root zone of the Domain Name System ….”  The words “the root zone of” do not appear in the current ICANN Bylaws, which states that ICANN “Coordinates the allocation and assignment of […] Domain names” (without any qualifier or limitation to “the root zone of”).  It is not true that ICANN coordinates assignment ONLY in the root zone, as such term is currently understood.  ICANN’s gTLD registry and registrar agreements and policies deal substantially and primarily with issues relating to assignment of names at the second (and in some cases lower) levels of the DNS. If in the root zone is currently intended to include the second level, that should be clarified in the use of the term. For example, the UDRP, the Inter-Registrar Transfer Policy, and the Expired Registration Recovery Policy are all ICANN policies relating to second-level gTLD registrations <https://www.icann.org/resources/pages/registrars/consensus-policies-en>. Do we need to define the term “root zone” to include the second level or remove the words? [On April 5, CCWG directed us to remove the words; on April 11 this position was reversed, so now we need to know whether root zone should be defined.]


B.  You have asked us for clarification of Question 7 regarding the Interim Board.

Our original question was as follows:



7. The CCWG proposal was silent on how the Interim Board is to consult with the community to make major decisions. We have included a suggestion that the Interim Board shall “(a) consult with the chairs of the Supporting Organizations and Advisory Committees before making major decisions (as if such action were a Rejection Action [as defined in Annex D]) and (b) consult through a community forum (in a manner consistent with the process for a Rejection Action Community Forum pursuant to Section [_] of Annex D)” prior to taking the action. Are these the right processes?



CCWG Response:

Agreed with Option a)

REQUESTED FURTHER CLARIFICATION:

The Proposal, in Annex 4, Paragraph 98, provides as follows:

The ICANN Bylaws will state that, except in circumstances of where urgent decisions are needed to protect the security, stability and resilience of the DNS, the Interim Board will consult with the community through the SO and AC leaderships before making major decisions.  Where relevant, the Interim Board will also consult through the ICANN Community Forum before taking any action that would mean a material change in ICANN’s strategy, policies or management, including replacement of the serving President and CEO.

Our original request for clarification was not intended to present a choice between two options (as was apparently misunderstood), but rather to seek the CCWG’s confirmation that the Interim Board’s consultation with SO and AC leadership would follow the same procedures as a Rejection Action, and that, similarly, the Community Forum consultation would follow the same procedures as a Rejection Action Community Forum.

Based on the CCWG response to our original Question 7, it appears that the CCWG wishes to modify the Proposal by eliminating the Interim Board community forum consultation requirement.  Please confirm that you are giving direction for us to modify the Proposal or revise the answer above to read:  “We confirm the Interim Board shall “(a) consult with the chairs of the Supporting Organizations and Advisory Committees before making major decisions (as if such action were a Rejection Action [as defined in Annex D]) and (b) consult through a community forum (in a manner consistent with the process for a Rejection Action Community Forum pursuant to Section [_] of Annex D)” prior to taking the action.”





HOLLY J. GREGORY
Partner and Co-Chair, Global Corporate Governance & Executive Compensation Practice

SIDLEY AUSTIN LLP
787 Seventh Avenue
New York, NY 10019
+1 212 839 5853
holly.gregory at sidley.com<mailto:holly.gregory at sidley.com>
www.sidley.com<http://www.sidley.com>
[SIDLEY]





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