[client com] FW: CWG Comment Letter - PTI Bylaws

[Flanagan, Sharon]

Dear Client Committee,

Attached is a revised draft of the CWG comment letter to the PTI bylaws.  This reflects revisions to #4 and #5 of the comment letter.  Specifically, we have revised the draft to address the appointment of Lise and Jonathan as the initial non-ICANN PTI directors.

In particular, we would appreciate a review of the description of the IOTF work below for accuracy since we were not directly involved in those discussions.

Given the tight timing (comments are due on Thursday), we are sending this to you and ICANN legal simultaneously, and they may have further comments.

Best regards,
Sharon



1.      Initial Directors (Section 5.5.1)



·         Text from Draft PTI Bylaws: For the appointment of the initial directors of PTI, Section 5.5.1 of the Draft PTI Bylaws provides as follows: “Other than Directors initially appointed by the incorporator of the Corporation (which Directors shall hold office until the first election of Directors) and the President of the Corporation, the Directors shall be elected by the Member at the annual meeting of the Corporation….”


·         CWG-Stewardship Comment:  In connection with the work of the Implementation Oversight Task Force, it was noted that the Nominating Committee process for selecting the PTI Nominating Committee Directors would not be in place prior to the transition and recommended that the two directors be identified prior to the transition to serve in the interim until the first election of PTI directors.  It was recommended that the Co-chairs of the CWG-Stewardship, Lise Fuhr and Jonathan Robinson, serve as the initial Nominating Committee Directors until the first election of the PTI directors.  The CWG-Stewardship supports this recommendation.  Should these individuals be unable to serve, the CWG-Stewardship would select qualified alternate nominees, and appointment of these alternate nominees would be subject to ICANN’s approval (not to be unreasonably withheld, conditioned or delayed).  The CWG-Stewardship proposes that Section 5.5.1 of the Draft PTI Bylaws be modified as set forth below to describe the process for selecting the initial Nominating Committee Directors to be in place at the time of transition.



“Each initial Director of the Corporation shall hold office until the first election of Directors for such Director’s seat.  Other than The initial Directors initially shall be appointed by the Member incorporator of the Corporation (which Directors shall hold office until the first election of Directors), with the Cross Community Working Group to Develop an IANA Stewardship Transition Proposal on Naming Related Functions selecting two qualified nominees for appointment as the initial Nominating Committee Directors by the Member.  Other than the initial Directors and the President of the Corporation, the Directors shall be elected by the Member at the annual meeting....”





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