[client com] [CWG-Stewardship] Purpose of PTI

Wed Jul 20 19:17:50 UTC 2016

We prefer the version Suen circulated which includes the “exclusively” for the benefit language as that tracks the Internal Revenue Code provision.

With respect to defining IANA, we agree with Greg that ideally it would be defined.  Is there a definition that already exists that can be used?  If not and that term is well understood, then we would be ok not defining it.

(Note that I don’t have CWG posting rights.)

SHARON R. FLANAGAN

SIDLEY AUSTIN LLP
+1 415 772 1271
sflanagan at sidley.com<mailto:sflanagan at sidley.com>

From: Gomes, Chuck [mailto:cgomes at verisign.com]
Sent: Wednesday, July 20, 2016 10:50 AM
To: matthew shears; Seun Ojedeji
Cc: Lise Fuhr; Andrew Sullivan; cwg-stewardship at icann.org; jrobinson at afilias.info; Flanagan, Sharon
Subject: RE: [CWG-Stewardship] Purpose of PTI

Let’s let Sharon and Sam help us word this as planned on the call yesterday.

Chuck

From: matthew shears [mailto:mshears at cdt.org]
Sent: Wednesday, July 20, 2016 1:07 PM
To: Seun Ojedeji
Cc: Lise Fuhr; Andrew Sullivan; cwg-stewardship at icann.org<mailto:cwg-stewardship at icann.org>; jrobinson at afilias.info<mailto:jrobinson at afilias.info>; Flanagan, Sharon; Gomes, Chuck
Subject: Re: [CWG-Stewardship] Purpose of PTI

Not sure I see the need or value of that additional clause.   Unless there is a very good legal reason for doing so we should avoid layering this with unnecessary qualifiers.

On 20/07/2016 17:51, Seun Ojedeji wrote:

That could work as well(even though I prefer Andrew's modification), but not without including "...exclusively for the benefit of,.." in the text which will then result to the following:

"The specific purpose of the corporation is to perform the IANA functions on behalf of, and exclusively for the benefit of, the Internet Corporation for Assigned Names and Numbers (“*ICANN*”)."

That ensures that PTI remains member(i.e ICANN) driven.

Regards
Sent from my LG G4
Kindly excuse brevity and typos

On 20 Jul 2016 5:41 p.m., "matthew shears" <mshears at cdt.org<mailto:mshears at cdt.org>> wrote:

I'm wondering if we even need to go to that next level.  In the Services Agreement draft it says:   "WHEREAS, following the IANA Stewardship Transition, PTI will perform the IANA
functions on behalf of ICANN;"

So rather than making it more vague/complicated than necessary, why wouldn't the PTI bylaws state the following:

"The specific purpose of the corporation is to perform the IANA functions on behalf of the Internet Corporation for Assigned Names and Numbers (“*ICANN*”)."

That is its purpose.  Thanks.

Matthew

On 20/07/2016 17:18, Jonathan Robinson wrote:

Copying in Sharon from Sidley as suggested by Greg on yesterday's CWG call.

Jonathan

-----Original Message-----

From: Gomes, Chuck [mailto:cgomes at verisign.com]

Sent: 19 July 2016 14:31

To: 'Andrew Sullivan' <ajs at anvilwalrusden.com><mailto:ajs at anvilwalrusden.com>; cwg-stewardship at icann.org<mailto:cwg-stewardship at icann.org>

Subject: Re: [CWG-Stewardship] Purpose of PTI

Andrew's suggestion works for me.

Chuck

-----Original Message-----

From: cwg-stewardship-bounces at icann.org<mailto:cwg-stewardship-bounces at icann.org> [mailto:cwg-stewardship-bounces at icann.org] On Behalf Of Andrew Sullivan

Sent: Tuesday, July 19, 2016 9:26 AM

To: cwg-stewardship at icann.org<mailto:cwg-stewardship at icann.org>

Subject: Re: [CWG-Stewardship] Purpose of PTI

I think you are rapidly walking in to angry terminological disputes that will delay the incorporation of PTI.

What about saying something like "relating to certain Internet registries and certain Internet Domain Name System zones, consistent with ICANN's Mission," or something like that?

A

On Tue, Jul 19, 2016 at 09:22:53AM -0400, Greg Shatan wrote:

I suggest considering something more specific than "relating to IANA

services" (especially since the second word in the paragraph is

"specific") in stating the purpose of PTI, since "IANA services" is

not a defined term nor is it self-explanatory.  Rather it is a "term

of art," and undefined terms of art are generally to be avoided

wherever possible in drafting legal documents.

We could use the current statement of purpose in the ICANN Articles as

a jumping off point, i.e.:

The specific purpose of the Corporation is to operate exclusively for

the benefit of, to perform the functions of and to carry out the

purposes of the Internet Corporation for Assigned Names and Numbers

(“*ICANN*”), namely (i) coordinating the assignment of Internet

technical parameters as needed to maintain universal connectivity on

the Internet; (ii) performing and overseeing functions related to the coordination of the Internet Protocol ("

*IP*") address space; (iii) performing and overseeing functions

related to the coordination of the Internet domain name system

("*DNS*"); and (iv) overseeing operation of the authoritative Internet DNS root server system.

I recognize that we'll probably want to change some of the verbs here

to more accurately reflect ICANN/IANA's role vs. that of the IETF and

RIRs, but I think this provides a good starting place for an

appropriately specific statement of purpose.

Greg

On Fri, Jul 15, 2016 at 11:35 AM, Sivasubramanian M

<isolatedn at gmail.com><mailto:isolatedn at gmail.com>

wrote:

Dear Chuck,

On Fri, Jul 15, 2016 at 8:06 PM, Gomes, Chuck <cgomes at verisign.com><mailto:cgomes at verisign.com> wrote:

Would it work to make the following change:?  “The specific purpose

of the Corporation is to operate exclusively for the benefit of, to

perform the functions of and to carry out the purposes of the

Internet Corporation for Assigned Names and Numbers (“*ICANN*”) related to the IANA services.”

Even without the change, 'related to IANA services' is implied,

but there is no harm in saying it explicitly. When PTI operates for

the benefit of ICANN, and ICANN is built up on the foundation of a

fair accountability framework it, it necessarily follows that PTI

would act in global public interest.

Sivasubramanian M

I agree with Matthew that it is not PTI’s purpose to perform all of

ICANN’s functions and purposes.

Chuck

*From:* cwg-stewardship-bounces at icann.org<mailto:cwg-stewardship-bounces at icann.org> [mailto:

cwg-stewardship-bounces at icann.org<mailto:cwg-stewardship-bounces at icann.org>] *On Behalf Of *matthew shears

*Sent:* Friday, July 15, 2016 5:28 AM

*To:* Yuko Green; cwg-stewardship at icann.org<mailto:cwg-stewardship at icann.org>

*Subject:* Re: [CWG-Stewardship] Purpose of PTI

Hi Yuko - thanks.

As I noted in the CWG chat yesterday I am uncomfortable with this

definition of the purpose of PTI:  "The specific purpose of the

Corporation is to operate exclusively for the benefit of, to

perform the functions of and to carry out the purposes of the

Internet Corporation for Assigned Names and Numbers (“*ICANN*”)."

This is very broad and very vague.   My understanding was that the

purpose of the PTI subsidiary was to perform the IANA functions

pursuant to an inter-company contract established between ICANN and

PTI.  This is very different from the proposed language.  Of course

we also need to see the inter company agreement to ensure that the

purpose of PTI is similarly parametered.

Matthew

On 14/07/2016 19:00, Yuko Green wrote:

Dear members of the CWG,

From today’s CWG call #82, we stated that we will provide the

transcript from the IOTF call where we discussed about the purpose

stated within the PTI Bylaws and Articles. Extracted below is the

transcript and chat history specifically around this topic. The

whole transcript is available at

https://www.icann.org/uploads/iana_work_session_asset/attachment/37<https://urldefense.proofpoint.com/v2/url?u=https-3A__www.icann.org_uploads_iana-5Fwork-5Fsession-5Fasset_attachment_37&d=CwMGaQ&c=Od00qP2XTg0tXf_H69-T2w&r=M3rwsTyNMTsSrNjjl2wpjY1sQALn2rPpcxAK31O8xYk&m=42IkyD0g5GTmm30PzUe7IXBbsoNKdAWR0F8UfeWjbvM&s=rLOMzWCHN-zfGxIvrDhwwl2HIs3z1pYXfnwu2Z3G4Wo&e=>

3/1467913551526IOTF_Call__14_transcript_06JUL16.pdf

and the AC room recording at https://icann.adobeconnect.com/p3qeid579y7/<https://urldefense.proofpoint.com/v2/url?u=https-3A__icann.adobeconnect.com_p3qeid579y7_&d=CwMGaQ&c=Od00qP2XTg0tXf_H69-T2w&r=M3rwsTyNMTsSrNjjl2wpjY1sQALn2rPpcxAK31O8xYk&m=42IkyD0g5GTmm30PzUe7IXBbsoNKdAWR0F8UfeWjbvM&s=1TIFjgWnTl8gEbuc_g2lhLTa2xE42vET9aFFsHbuF58&e=>.

****Transcript****

Paul Kane: In the articles of association, it says the sole

function – apparently I haven’t read it, again I apologize –

function of PTI is to serve ICANN. Historically the function of

IANA has been to serve the community, ICANN just happens to be the

contract to doing it. And I don’t know if that is correct, if that’s what’s in the articles of incorporation.

But if that is, it sort of has lost the raison d’etre of PTI. It is

not a service sector of ICANN because that makes it feel like a

department. It’s actually trying to serve a broader community such

as the naming community, the protocols and the numbers. But I

haven’t read it so I will try and read it so I might be wrong.

Trang Nguyen: Thanks, Paul. Let me – so Section 3 of the articles

says this – it does say that the specific purpose of PTI is to

operate exclusively for the benefit of and to perform the functions

of and carry out the purposes of ICANN. And I want to go back and

double check that again the language that is in the ICANN bylaws

that has been adopted because I think some of this is the

reflection of what’s included in the ICANN bylaws. So we want to do

that cross check and come back to this group and see how it aligns

with – what’s in the ICANN bylaws. But that is currently what is

reflected in the PTI articles of incorporation. There are some

comments in the chat from James. Things that affect the agreement

are done by contract with ICANN for protocol and numbers means that

there needs to be language to that effect in the PTI articles…

James Gannon: So, yes, Paul, I had a similar comment from somebody

else as well from the IETF area. And I think in I suppose

philosophical principle, yes, it is a slight change but I think in

the reality the fact that both the numbers and protocol communities

will still contract with ICANN it needs to be very clear in PTI’s

documents then that, yes, it is for the purposes of fulfilling the

IANA functions it needs to be able to serve the owners of those

contracts, which is ICANN still. So I think philosophically, yes,

it doesn’t really sound very right, but I think for the realities

of running PTI and for PTI to be accountable through the mechanisms

that we’ve built up that there does need to be language like that

inside the articles to make sure that it’s clear that the – those

two communities have the right of PTI serving their needs but also

then the accountability mechanism that we’ve put into ICANN are

also then bound to PTI by that language going backwards. And I think Trang is right that it’s also reflected in the ICANN bylaws going downwards towards PTI.

Trang Nguyen: Thank you, James. And I see Russ has similar comments

in the chat as well that the contract for the protocol parameters

function as well as with the numbers are with ICANN and not PTI.

****Chat****

Trang Nguyen:  The specific purpose of the Corporation is to

operate exclusively for the benefit of, to perform the functions

of, and to carry out the purposes of the Internet Corporation for

Assigned Names and Numbers, a California nonprofit public benefit corporation(“ICANN”).

James Gannon: I think this was Stephens comment yes? I think that

the fact that the agreements are done via contact to ICANN for

protocol and numbers means that there needs to be language to that

effect in the PTI articles

James Gannon: (Sorry no mic)

Paul Kane: A cross check is welcome but I hope you see my point it

is off target

Russ Housley: @Paul, the Numbers and Protocol Parameter communities

have their agreements with ICANN, not PTI.

Paul Kane: Good Point Russ

Russ Housley: @Paul, ICANN is choosing to put that work in PTI.

Russ Housley: @Paul, so PTI is an affiliate of ICANN to perform all

of that work

Paul Kane: ok -thanks

Regards,

*Yuko Green*

Strategic Programs Manager

Global Domains Division

Internet Corporation for Assigned Names and Numbers (ICANN)

Direct Line:  +1 310 578 8693<tel:%2B1%20310%20578%208693>

Mobile: +1 310 745 1517<tel:%2B1%20310%20745%201517>

E-mail:  yuko.green at icann.org<mailto:yuko.green at icann.org>

www.icann.org<https://urldefense.proofpoint.com/v2/url?u=http-3A__www.icann.org&d=CwMGaQ&c=Od00qP2XTg0tXf_H69-T2w&r=M3rwsTyNMTsSrNjjl2wpjY1sQALn2rPpcxAK31O8xYk&m=42IkyD0g5GTmm30PzUe7IXBbsoNKdAWR0F8UfeWjbvM&s=3KYQZY5r5dmxTrR0O-iR1q3_ZzwKa7CAhGWLQkXN9HE&e=>

_______________________________________________

CWG-Stewardship mailing list

CWG-Stewardship at icann.org<mailto:CWG-Stewardship at icann.org>

https://mm.icann.org/mailman/listinfo/cwg-stewardship<https://urldefense.proofpoint.com/v2/url?u=https-3A__mm.icann.org_mailman_listinfo_cwg-2Dstewardship&d=CwMGaQ&c=Od00qP2XTg0tXf_H69-T2w&r=M3rwsTyNMTsSrNjjl2wpjY1sQALn2rPpcxAK31O8xYk&m=42IkyD0g5GTmm30PzUe7IXBbsoNKdAWR0F8UfeWjbvM&s=zoCpB9J3SX4jrSAxXU_a3KuoJCgMuj0fUZClLHOCtTM&e=>

--

--------------

Matthew Shears

Global Internet Policy and Human Rights

Center for Democracy & Technology (CDT)

+ 44 771 2472987<tel:%2B%2044%20771%202472987>

------------------------------

[image: Avast logo] <https://www.avast.com/antivirus><https://urldefense.proofpoint.com/v2/url?u=https-3A__www.avast.com_antivirus&d=CwMGaQ&c=Od00qP2XTg0tXf_H69-T2w&r=M3rwsTyNMTsSrNjjl2wpjY1sQALn2rPpcxAK31O8xYk&m=42IkyD0g5GTmm30PzUe7IXBbsoNKdAWR0F8UfeWjbvM&s=OuxV3dm8owwO-m1G01I3g8-6O75HNsC7Yb0-ZxO1028&e=>

This email has been checked for viruses by Avast antivirus software.

www.avast.com<https://urldefense.proofpoint.com/v2/url?u=http-3A__www.avast.com&d=CwMGaQ&c=Od00qP2XTg0tXf_H69-T2w&r=M3rwsTyNMTsSrNjjl2wpjY1sQALn2rPpcxAK31O8xYk&m=42IkyD0g5GTmm30PzUe7IXBbsoNKdAWR0F8UfeWjbvM&s=eF7beuZTziwQZSmoN_pHnpYoqItgipwabXxkYQlalf8&e=> <https://www.avast.com/antivirus><https://urldefense.proofpoint.com/v2/url?u=https-3A__www.avast.com_antivirus&d=CwMGaQ&c=Od00qP2XTg0tXf_H69-T2w&r=M3rwsTyNMTsSrNjjl2wpjY1sQALn2rPpcxAK31O8xYk&m=42IkyD0g5GTmm30PzUe7IXBbsoNKdAWR0F8UfeWjbvM&s=OuxV3dm8owwO-m1G01I3g8-6O75HNsC7Yb0-ZxO1028&e=>

_______________________________________________

CWG-Stewardship mailing list

CWG-Stewardship at icann.org<mailto:CWG-Stewardship at icann.org>

https://mm.icann.org/mailman/listinfo/cwg-stewardship<https://urldefense.proofpoint.com/v2/url?u=https-3A__mm.icann.org_mailman_listinfo_cwg-2Dstewardship&d=CwMGaQ&c=Od00qP2XTg0tXf_H69-T2w&r=M3rwsTyNMTsSrNjjl2wpjY1sQALn2rPpcxAK31O8xYk&m=42IkyD0g5GTmm30PzUe7IXBbsoNKdAWR0F8UfeWjbvM&s=zoCpB9J3SX4jrSAxXU_a3KuoJCgMuj0fUZClLHOCtTM&e=>

--

Sivasubramanian M

<https://www.facebook.com/sivasubramanian.muthusamy><https://urldefense.proofpoint.com/v2/url?u=https-3A__www.facebook.com_sivasubramanian.muthusamy&d=CwMGaQ&c=Od00qP2XTg0tXf_H69-T2w&r=M3rwsTyNMTsSrNjjl2wpjY1sQALn2rPpcxAK31O8xYk&m=42IkyD0g5GTmm30PzUe7IXBbsoNKdAWR0F8UfeWjbvM&s=9FaDSZapU8X-uhWe3AkUDWvUb3l538pUhGs7J96e_SI&e=>

_______________________________________________

CWG-Stewardship mailing list

CWG-Stewardship at icann.org<mailto:CWG-Stewardship at icann.org>

https://mm.icann.org/mailman/listinfo/cwg-stewardship<https://urldefense.proofpoint.com/v2/url?u=https-3A__mm.icann.org_mailman_listinfo_cwg-2Dstewardship&d=CwMGaQ&c=Od00qP2XTg0tXf_H69-T2w&r=M3rwsTyNMTsSrNjjl2wpjY1sQALn2rPpcxAK31O8xYk&m=42IkyD0g5GTmm30PzUe7IXBbsoNKdAWR0F8UfeWjbvM&s=zoCpB9J3SX4jrSAxXU_a3KuoJCgMuj0fUZClLHOCtTM&e=>

_______________________________________________

CWG-Stewardship mailing list

CWG-Stewardship at icann.org<mailto:CWG-Stewardship at icann.org>

https://mm.icann.org/mailman/listinfo/cwg-stewardship<https://urldefense.proofpoint.com/v2/url?u=https-3A__mm.icann.org_mailman_listinfo_cwg-2Dstewardship&d=CwMGaQ&c=Od00qP2XTg0tXf_H69-T2w&r=M3rwsTyNMTsSrNjjl2wpjY1sQALn2rPpcxAK31O8xYk&m=42IkyD0g5GTmm30PzUe7IXBbsoNKdAWR0F8UfeWjbvM&s=zoCpB9J3SX4jrSAxXU_a3KuoJCgMuj0fUZClLHOCtTM&e=>

--

Andrew Sullivan

ajs at anvilwalrusden.com<mailto:ajs at anvilwalrusden.com>

_______________________________________________

CWG-Stewardship mailing list

CWG-Stewardship at icann.org<mailto:CWG-Stewardship at icann.org>

https://mm.icann.org/mailman/listinfo/cwg-stewardship<https://urldefense.proofpoint.com/v2/url?u=https-3A__mm.icann.org_mailman_listinfo_cwg-2Dstewardship&d=CwMGaQ&c=Od00qP2XTg0tXf_H69-T2w&r=M3rwsTyNMTsSrNjjl2wpjY1sQALn2rPpcxAK31O8xYk&m=42IkyD0g5GTmm30PzUe7IXBbsoNKdAWR0F8UfeWjbvM&s=zoCpB9J3SX4jrSAxXU_a3KuoJCgMuj0fUZClLHOCtTM&e=>

_______________________________________________

CWG-Stewardship mailing list

CWG-Stewardship at icann.org<mailto:CWG-Stewardship at icann.org>

https://mm.icann.org/mailman/listinfo/cwg-stewardship<https://urldefense.proofpoint.com/v2/url?u=https-3A__mm.icann.org_mailman_listinfo_cwg-2Dstewardship&d=CwMGaQ&c=Od00qP2XTg0tXf_H69-T2w&r=M3rwsTyNMTsSrNjjl2wpjY1sQALn2rPpcxAK31O8xYk&m=42IkyD0g5GTmm30PzUe7IXBbsoNKdAWR0F8UfeWjbvM&s=zoCpB9J3SX4jrSAxXU_a3KuoJCgMuj0fUZClLHOCtTM&e=>

_______________________________________________

CWG-Stewardship mailing list

CWG-Stewardship at icann.org<mailto:CWG-Stewardship at icann.org>

https://mm.icann.org/mailman/listinfo/cwg-stewardship<https://urldefense.proofpoint.com/v2/url?u=https-3A__mm.icann.org_mailman_listinfo_cwg-2Dstewardship&d=CwMGaQ&c=Od00qP2XTg0tXf_H69-T2w&r=M3rwsTyNMTsSrNjjl2wpjY1sQALn2rPpcxAK31O8xYk&m=42IkyD0g5GTmm30PzUe7IXBbsoNKdAWR0F8UfeWjbvM&s=zoCpB9J3SX4jrSAxXU_a3KuoJCgMuj0fUZClLHOCtTM&e=>

--

--------------

Matthew Shears

Global Internet Policy and Human Rights

Center for Democracy & Technology (CDT)

+ 44 771 2472987<tel:%2B%2044%20771%202472987>

_______________________________________________
CWG-Stewardship mailing list
CWG-Stewardship at icann.org<mailto:CWG-Stewardship at icann.org>
https://mm.icann.org/mailman/listinfo/cwg-stewardship<https://urldefense.proofpoint.com/v2/url?u=https-3A__mm.icann.org_mailman_listinfo_cwg-2Dstewardship&d=CwMGaQ&c=Od00qP2XTg0tXf_H69-T2w&r=M3rwsTyNMTsSrNjjl2wpjY1sQALn2rPpcxAK31O8xYk&m=42IkyD0g5GTmm30PzUe7IXBbsoNKdAWR0F8UfeWjbvM&s=zoCpB9J3SX4jrSAxXU_a3KuoJCgMuj0fUZClLHOCtTM&e=>

--

--------------

Matthew Shears

Global Internet Policy and Human Rights

Center for Democracy & Technology (CDT)

+ 44 771 2472987

****************************************************************************************************
This e-mail is sent by a law firm and may contain information that is privileged or confidential.
If you are not the intended recipient, please delete the e-mail and any attachments and notify us
immediately.

****************************************************************************************************
-------------- next part --------------
An HTML attachment was scrubbed...
URL: <http://mm.icann.org/pipermail/cwg-client/attachments/20160720/8be8d7e5/attachment-0001.html>