[bylaws-coord] Status: Lawyers Comments on Draft ICANN Bylaws

[Gregory, Holly]

Dear Sam,

Attached please find a chart with proposed revisions to the ICANN Bylaws addressing certain of the CCWG comments provided on May 13, as well as corrections of typographical errors and conforming changes from our proofreading.  After the comment period closes we will propose language to address the following additional items from the CCWG comment:


o   Recommendation #3 -- Section 1.1(d)(ii)(A): “Review the language to ensure it is consistent with the CCWG Proposal and captures the scope of the grandfathering contemplated in the CCWG Proposal as further developed in CCWG discussions after the CCWG Proposal was issued.”



o   Recommendation #5 – Section 4.3(s): “The CCWG Proposal was silent as to the means for ensuring that an independent IRP Panel would complete the IRP within six months and this should be addressed in the Rules of Procedure. Consideration should also be given to whether the sentence that begins “For the avoidance of doubt” is necessary to assure that an IRP Panel failure to meet the six-month deadline is not grounds for a new IRP against ICANN.”



o   Recommendation #7 – Section 4.6(c)(v): “The [SSR] review is already late per the Affirmation of Commitments, and would also be late according to the new Bylaws. However, an appropriate correction to avoid this default situation could be implemented.”



o   Recommendation #8 – Section 4.6(e)(v): “[T]he [Directory Service] review is already late per the Affirmation of Commitments, and would also be late according to the new Bylaws. However, an appropriate correction to avoid this default situation could be implemented.”


In addition, there is one item on which we need guidance from the Bylaws Coordinating Group or the CCWG relating to Section 25.1(e):  The CCWG Proposal is internally inconsistent on when Standard Bylaw Amendments take effect.  Annex 2, Paragraph 30 provides for a 28 day period, and Annex 4, Paragraph 32 provides for a 30 day period in both instances following the Rejection Action Board Notification Date.  We need direction on which time period should be used – 28 days or 30 days.

Kind regards,

Holly and Rosemary
HOLLY J. GREGORY
Partner and Co-Chair
Corporate Governance & Executive Compensation Practice Group
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/>
[http://www.sidley.com/files/upload/signatures/SA-autosig.png]<http://www.sidley.com/> SIDLEY AUSTIN LLP




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