[client com] [CCWG-ACCT] CWG Confirmation - Fundamental Bylaws inclusions

[Greg Shatan]

Very well reasoned. I agree completely.

Greg

On Tuesday, July 21, 2015, Flanagan, Sharon <sflanagan at sidley.com> wrote:

>   Dear Client Committee,
>
>
>
> On the CCWG call today the question below was raised as to whether the
> Separation Review and PTI should be referenced in the CCWG list of
> fundamental bylaws.  Our view is that both the Separation Review and PTI
> should be listed among the fundamental bylaws for the following reasons:
>
>
>
> 1.  The Separation Review is part of the IFR, but we believe it should be
> specifically called out by referencing the Special IFR, the Separation
> Process and the SCWG.
>
>
>
> 2.  With respect to PTI, unlike CSC and IFR which are *created by* the
> ICANN bylaws, PTI will have a separate legal existence and will not be
> created by the ICANN bylaws.  Notwithstanding PTI’s separate legal
> existence, there are still implementation mechanisms that relate to PTI
> that should be contemplated by the ICANN bylaws.  For example, as the sole
> member of PTI, ICANN will have certain statutory rights relative to PTI .
> In order to appropriately limit and direct the transfer and exercise of
> these membership rights by ICANN, provisions will need to be included in
> ICANN’s bylaws.  These should be fundamental bylaws so that they cannot
> be easily changed.
>
>
>
> For example,
>
> - ICANN should not be able to change the composition of the PTI Board that
> is specified in the PTI articles and bylaws (it can change the people but
> not the designated seats);
>
> - ICANN should not be able to transfer the assets of PTI back to ICANN or
> to a new entity (absent a separation process that mandates a transfer);
>
> - ICANN should not be able to dissolve PTI, etc.
>
>
>
> In terms of how the Separation Process and PTI could be implemented in the
> CCWG proposal fundamental bylaw description attached, we have reflected our
> comments for CWG’s consideration.
>
>
>
> In addition, attached is a portion of the CCWG proposal that relates to
> the NTIA and CWG dependencies reflecting our proposed comments to the CWG
> dependencies section.
>
>
>
> Please let us know if you would like to discuss.
>
>
>
> Kinds regards,
>
> Sharon
>
>
>
>
>
> *SHARON* *FLANAGAN*
> Partner
>
> Sidley Austin LLP
> 555 California Street
> Suite 2000
> San Francisco, CA 94104
> +1.415.772.1271
> sflanagan at sidley.com
> <javascript:_e(%7B%7D,'cvml','sflanagan at sidley.com');>
> www.sidley.com
>
> [image: http://www.sidley.com/files/upload/signatures/SA-autosig.png]
> <http://www.sidley.com/> *SIDLEY AUSTIN LLP*
>
>
>
>
>
>
>
> *SHARON* *FLANAGAN*
> Partner
>
> *Sidley Austin LLP*
> +1.415.772.1271
> sflanagan at sidley.com
> <javascript:_e(%7B%7D,'cvml','sflanagan at sidley.com');>
>
>
>
> *From:* Jordan Carter [mailto:jordan at internetnz.net.nz
> <javascript:_e(%7B%7D,'cvml','jordan at internetnz.net.nz');>]
> *Sent:* Tuesday, July 21, 2015 3:55 PM
> *To:* Jonathan Robinson; Lise Fuhr; Flanagan, Sharon
> *Cc:* ACCT-Staff; Thomas Rickert; León Felipe Sánchez Ambía; Mathieu
> Weill; Becky Burr; Steve DelBianco; Cheryl Langdon-Orr; Accountability
> Cross Community
> *Subject:* CWG Confirmation - Fundamental Bylaws inclusions
>
>
>
> Dear Jonathan, Lise, Sharon
>
>
>
> On the CCWG-Accountability call today, we discussed the fundamental bylaws
> paper and the relationship with the requirements of the CWG-Stewardship's
> proposal.
>
>
>
> There has been some discussion as to whether we should reference the PTI
> structure, and the Separation review, alongside the CSC and the IANA
> Functions Review in our Second Public Comment Report.
>
>
>
> The last two items have been in the draft for a while. The first two have
> come in and out and as you can see from the *attached*, are currently out.
>
>
>
> We are relaxed I think about including them or not including them but seek
> your formal guidance on the question -- and if you have any, specific
> guidance as to the right way to reference if they are included.
>
>
>
> I'd appreciate your feedback by close of play Wednesday UTC if possible so
> we can resolve this on the CCWG-Accountability's next call on Thursday 23rd.
>
>
>
>
>
> Many thanks,
>
>
>
> Jordan Carter
>
> Rapporteur, Work Party 1 (Community Empowerment)
>
> CCWG-Accountability
>
>
>
> --
>
>
>
>
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