[client com] FW: Agenda for 14 July @ 15:00 UTC

Trang Nguyen trang.nguyen at icann.org
Fri Jul 15 22:15:59 UTC 2016

Dear CWG Client Committee:

There were some concerns raised on today's Client Committee call regarding the timing of the various PTI documents that are currently out for public comment. I've put a bit more thought into this and would like to offer some additional comments.

Sharon correctly stated that PTI Articles of Incorporation and the PTI Bylaws are related documents. Given that these documents are closely related, concerns were expressed that the Articles of Incorporation would essentially be locked in when the Bylaws would have just closed public comment. Because of this any changes to the Bylaws due to public comment that may require a corresponding change to the Articles would not be possible.

In the State of California, the Bylaws are not required for incorporation of a legal entity. It's also my understanding that Articles of Incorporation and Bylaws can be amended. ICANN's Bylaws have been amended in the past and the ICANN Board just approved revised Bylaws that incorporated the recommendations of the CCWG-Accountability proposal, and ICANN is going through a process with the community right now to restate its Articles of Incorporation. What is important is to ensure that the Articles of Incorporation and Bylaws are consistent with CWG-Stewardship proposal. If for some reason the Articles of Incorporation need to be amended to be consistent with a change implemented to the Bylaws after public comment closes, that is something that can be done before 30 September.

As I mentioned on the call today, currently, there are only 2 items that are identified as impacting both the Articles and the Bylaws:

  1.  The purpose of PTI
  2.  Voting threshold for amendment to the Articles

My suggestion was to prioritize discussions on these items, and identify any other items that there is a link to both the Articles and Bylaws and prioritize them for discussion as well.

This would allow submission of any comments on the Articles to be done within the current public comment period. It would also allow us to incorporate PTI prior to the submission of the 12 August NTIA report, which is an important element to demonstrate completion on. And, if changes are needed to the Articles, we will have time to amend them after PTI is incorporated and prior to 30 September.



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