[client com] FW: Draft Provisions for PTI Bylaws/Contract - Annex C (Sections 7and 8)

Maarten Simon maarten.simon at sidn.nl
Tue Jun 7 09:41:16 UTC 2016


Yes Jonathan, I did see it and I do see the link to ICANN, but ‘the
functions of and … the purposes of ICANN’ are much broader than operating
the IANA functions and that is why I wonder why the IANA functions are not
specifically mentioned. It would furthermore make it more logical to add
specific clauses with respect to the IANA functions as C.8.3 and C.8.2.


On 07/06/16 10:32, "Jonathan Robinson" <jrobinson at afilias.info> wrote:

>Hello Maarten,
>
>Did you see this in Article 3 of Bylaws?
>
>ARTICLE 3 PURPOSES
>
>The Corporation is a nonprofit public benefit corporation and is not
>organized for the private gain of any person.  It is organized under the
>California Corporations Code (“CCC”) for charitable and public purposes.
>  
>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”).
>
>The Corporation shall operate to the maximum extent feasible in an open
>and transparent manner and consistent with procedures designed to ensure
>fairness.  
>
>Jonathan
>
>-----Original Message-----
>From: Maarten Simon [mailto:maarten.simon at sidn.nl]
>Sent: 07 June 2016 08:19
>To: Lise Fuhr <Fuhr at etno.eu>; 'Paul M Kane' <Paul.Kane at icb.co.uk>;
>Flanagan, Sharon <sflanagan at sidley.com>
>Cc: Client Committee <cwg-client at icann.org>
>Subject: Re: [client com] FW: Draft Provisions for PTI Bylaws/Contract -
>Annex C (Sections 7and 8)
>
>Dear all,
>
>It seems to me that C.8.3 can be written as a general rule as also gTLD’s
>are never obliged to sign or enter into a contract with PTI but will
>still need to have a contract with ICANN. But maybe Greg or Jonathan can
>add their (gTLD) view.
>
>I would further say that now that we want to have the principle of C.8.3
>as well in the bylaws as in the contract, it seems logical to also take
>the principle of C.8.2 on board.
>
>Apart from that I noticed that there is not any reference in the purpose
>of the company to its intended function: being the IANA operator. I
>wonder if there is a specific reason for that as I would expect that we
>want to limit the role of PTI to performing the IANA functions and to
>state that as the specific purpose in the bylaws.
>
>Best,
>
>Maarten
>
> 
>
>On 06/06/16 17:41, "cwg-client-bounces at icann.org on behalf of Lise Fuhr"
><cwg-client-bounces at icann.org on behalf of Fuhr at etno.eu> wrote:
>
>>Dear Paul and Sharon,
>>
>>I believe C.8.3. should apply to both communities and that this should
>>be a general rule - unless other requirements would contradict
>>including the gTLDs. Regarding the C.8.2. I believe it would be good
>>also to check if this is properly addressed and if not to include this
>>like we do with C.8.3.
>>
>>Best,
>>Lise
>>
>>-----Original Message-----
>>From: Paul M Kane [mailto:Paul.Kane at icb.co.uk]
>>Sent: 06 June 2016 08:44
>>To: Flanagan, Sharon
>>Cc: Lise Fuhr; Client Committee
>>Subject: Re: [client com] FW: Draft Provisions for PTI Bylaws/Contract
>>- Annex C (Sections 7and 8)
>>
>>Thanks Sharon
>>
>>My concern ccTLDs only - as in the past ICANN/IANA have conducted
>>back-channel (reassignment/redelegation/retirement) negotiations to the
>>detriment of the incumbent ccTLD Registry Manager and their registrants.
>>
>>gTLD's arrangements are determined by their contacts with ICANN... so
>>outside the scope of the PTI Bylaws/Contract.
>>
>>Concerning C.8.2 - this was raised to ensure that the PTI-ICANN
>>contract ensured that correct processes are followed.  It is not my
>>issue but I assume it is already covered.
>>
>>Best
>>
>>Paul
>>
>>On 06/06/16 01:31, Flanagan, Sharon wrote:
>>> Paul -
>>>  
>>> With respect to incorporating C.8.3 into the PTI bylaws and contract,
>>> can you advise whether the language applies to ccTLDs only or needs
>>> to cover both gTLDs and ccTLDs?
>>>  
>>>  
>>> C.8 PERFORMANCE EXCLUSIONS
>>>  
>>> C.8.1 This contract does not authorize the Contractor to make
>>> modifications, additions, or deletions to the root zone file or
>>> associated information. (This contract does not alter the root zone
>>> file responsibilities as set forth in Amendment 11 of the Cooperative
>>> Agreement NCR-
>>> 9218742 between the U.S. Department of Commerce and VeriSign, Inc. or
>>> any successor entity as designated by the U.S. Department of
>>> Commerce). See Amendment 11 at
>>> http://ntia.doc.gov/files/ntia/publications/amend11_052206.pdf.
>>> C.8.2 This contract does not authorize the Contractor to make
>>> material changes in the policies and procedures developed by the
>>> relevant entities associated with the performance of the IANA
>>> functions. The Contractor shall not change or implement the
>>> established methods associated with the performance of the IANA
>>> functions without prior approval of the CO.
>>> C.8.3 The performance of the functions under this contract, including
>>> the development of recommendations in connection with Section
>>> C.2.9.2, shall not be, in any manner, predicated or conditioned on
>>> the existence or entry into any contract, agreement or negotiation
>>> between the Contractor and any party requesting such changes or any
>>> other third-party. Compliance with this Section must be consistent
>>> with C.2.9.2d
>>>  
>>> Thanks
>>>  
>>>  
>>>  
>>> SHARON R. FLANAGAN
>>>  
>>>  
>>> SIDLEY AUSTIN LLP
>>> +1 415 772 1271
>>> _sflanagan at sidley.com_ <mailto:sflanagan at sidley.com>
>>>  
>>> -----Original Message-----
>>> From: _cwg-client-bounces at icann.org_
>>> <mailto:cwg-client-bounces at icann.org>
>>> [_mailto:cwg-client-bounces at icann.org_] On Behalf Of Flanagan, Sharon
>>> Sent: Friday, June 03, 2016 3:01 PM
>>> To: Paul M Kane; Lise Fuhr; Client Committee
>>> Subject: Re: [client com] FW: Draft Provisions for PTI
>>> Bylaws/Contract
>>> - Annex C (Sections 7and 8)
>>>  
>>> Dear All,
>>>  
>>> I have not heard further on whether C.8.2 is also required to be
>>>addressed.  I understand Paul is fine without it and is focused on
>>>C.8.3.
>>>  
>>> Could someone please advise?
>>>  
>>> Thanks
>>>  
>>> SHARON R. FLANAGAN
>>>  
>>>  
>>> SIDLEY AUSTIN LLP
>>> +1 415 772 1271
>>> _sflanagan at sidley.com_ <mailto:sflanagan at sidley.com>
>>>  
>>> -----Original Message-----
>>> From: Paul M Kane [_mailto:Paul.Kane at icb.co.uk_]
>>> Sent: Wednesday, June 01, 2016 9:57 AM
>>> To: Lise Fuhr; Flanagan, Sharon; Client Committee
>>> Cc: 'Grace Abuhamad'
>>> Subject: Re: [client com] FW: Draft Provisions for PTI
>>> Bylaws/Contract
>>> - Annex C (Sections 7and 8)
>>>  
>>> My issue is C8.3 - which has not been addressed ... specifically the
>>> last part of:
>>>  
>>> ....shall not be, in any manner, predicated or conditioned on the
>>> existence or entry into any contract, agreement or negotiation
>>> between the Contractor and any party requesting such changes or any
>>> other third-party.
>>>  
>>>  
>>> During a call today C8.2 was raised ... this is not my issue and it
>>> may have been covered already... may be it is more of a contract
>>> issue rather than a Bylaw issue.
>>>  
>>> Best
>>>  
>>> Paul
>>>  
>>> On 01/06/16 17:38, Lise Fuhr wrote:
>>>> As I understood it both were equally important. But since Paul is cc
>>>>on this email I believe he should confirm it.
>>>> Best,ave
>>>> Lise
>>>> 
>>>> -----Original Message-----
>>>> From: Flanagan, Sharon [_mailto:sflanagan at sidley.com_]
>>>> Sent: 01 June 2016 18:36
>>>> To: Lise Fuhr; Client Committee
>>>> Cc: Paul Kane; 'Grace Abuhamad'
>>>> Subject: RE: [client com] FW: Draft Provisions for PTI
>>>> Bylaws/Contract - Annex C (Sections 7and 8)
>>>> 
>>>> Thanks for the clarification.  Paul Kane separately emailed and
>>>>referred to C.8.3 (which tracks the language originally quoted below).
>>>>Is it also C.8.2 or just C.8.3?
>>>> 
>>>> Best,
>>>> Sharon
>>>> 
>>>> SHARON R. FLANAGAN
>>>> 
>>>> 
>>>> SIDLEY AUSTIN LLP
>>>> +1 415 772 1271
>>>> _sflanagan at sidley.com_ <mailto:sflanagan at sidley.com>
>>>> 
>>>> -----Original Message-----
>>>> From: Lise Fuhr [_mailto:Fuhr at etno.eu_]
>>>> Sent: Wednesday, June 01, 2016 7:09 AM
>>>> To: Flanagan, Sharon; Client Committee
>>>> Cc: Paul Kane; 'Grace Abuhamad'
>>>> Subject: RE: [client com] FW: Draft Provisions for PTI
>>>> Bylaws/Contract - Annex C (Sections 7and 8)
>>>> Importance: High
>>>> 
>>>> Hi Sharon,
>>>> Paul's concerns is actually relating to Section C.8.2. - 8.3. in the
>>>>NTIA/ICANN contract and not the C.2.9.2 and this seems not be covered
>>>>by the proposed language.
>>>> Best,
>>>> Lise
>>>> 
>>>> 
>>>> -----Original Message-----
>>>> From: _cwg-client-bounces at icann.org_
>>>> <mailto:cwg-client-bounces at icann.org>
>>> [_mailto:cwg-client-bounces at icann.org_] On Behalf Of Grace Abuhamad
>>>> Sent: 31 May 2016 21:10
>>>> To: Client Committee
>>>> Cc: Paul Kane
>>>> Subject: [client com] FW: Draft Provisions for PTI Bylaws/Contract -
>>>> Annex C (Sections 7and 8)
>>>> 
>>>> Forwarding Paul’s response below.
>>>> 
>>>> On 5/26/16, 7:42 AM, "Paul M Kane" <_Paul.Kane at icb.co.uk_
>>>><mailto:Paul.Kane at icb.co.uk>> wrote:
>>>> 
>>>>> Thanks Grace and Sharon
>>>>>
>>>>> The draft Bylaws (as a non-lawyer) look fine.... I think we are
>>>>>almost there....
>>>>>
>>>>> Looking at the current NTIA/ICANN contract the goal is to ensure
>>>>> stability of each ccTLD Registry and the Registry's customers - ie
>>>>> nothing is done by
>>>>> PTI(IANA) to impact the stable operation of the ccTLD Registry
>>>>>
>>>>> Section C.2.9.2
>>>>> (_https://www.ntia.doc.gov/files/ntia/publications/sf_26_pg_1-2-fin
>>>>> a
>>>>> l_aw_
>>>>> ard_and_sacs.pdf) , shall not be, in any manner, predicated or
>>>>> conditioned on the existence or entry into any contract, agreement
>>>>> or negotiation between the Contractor and any party requesting such
>>>>> changes or any other third party
>>>>>
>>>>> This forces PTI/IANA to refer the all matters to the current
>>>>>Registry Operator... and IANA/PTI does not interfere in the
>>>>>operation of that ccTLD Registry.
>>>>>
>>>>> Best
>>>>>
>>>>> Paul
>>>>> .
>>>>> .  
>>>>>
>>>>>>
>>>>>> -------- Forwarded Message --------
>>>>>> Subject:     FW: [client com] Draft Provisions for PTI
>>>>>>Bylaws/Contract -
>>>>>> Annex C (Sections 7and 8)
>>>>>> Date:        Tue, 24 May 2016 21:29:54 +0000
>>>>>> From:        Grace Abuhamad <_grace.abuhamad at icann.org_
>>>>>><mailto:grace.abuhamad at icann.org>>
>>>>>> To:  Paul Kane <_paul.kane-cwg at icb.co.uk_
>>>>>><mailto:paul.kane-cwg at icb.co.uk>>, Paul Kane
>>> <_Paul.Kane at icb.co.uk_ <mailto:Paul.Kane at icb.co.uk>>
>>>>>>
>>>>>>
>>>>>>
>>>>>> Hi Paul,
>>>>>>
>>>>>> Forwarding this to you per Sharon’s request.
>>>>>>
>>>>>>
>>>>>>
>>>>>> --
>>>>>>
>>>>>> *Grace Abuhamad*
>>>>>>
>>>>>> Manager, Public Policy
>>>>>>
>>>>>>
>>>>>>
>>>>>> *ICANN | Internet Corporation for Assigned Names and Numbers*
>>>>>>
>>>>>> 801 17th Street NW, Suite 400 | Washington, DC 20006
>>>>>>
>>>>>> Direct: +1 202 249 7545 | Mobile: +1 310 200 7638
>>>>>>
>>>>>>
>>>>>>
>>>>>> *Interested in the IANA Stewardship Transition? *
>>>>>>
>>>>>> *LEARN MORE <_https://www.icann.org/stewardship-accountability_>.
>>>>>> STAY UPDATED
>>>>>><_https://www.icann.org/stewardship-accountability#status_>.
>>>>>> FOLLOW <_https://twitter.com/icann_>. ENGAGE
>>>>>><_https://www.icann.org/stewardship-accountability#involved_>. *
>>>>>>
>>>>>>
>>>>>>
>>>>>> *From: *<_cwg-client-bounces at icann.org_
>>>>>> <mailto:cwg-client-bounces at icann.org>> on
>>> behalf of Sharon Flanagan
>>>>>> <_sflanagan at sidley.com_ <mailto:sflanagan at sidley.com>>
>>>>>> *Date: *Monday, May 23, 2016 at 7:32 PM
>>>>>> *To: *Client Committee <_cwg-client at icann.org_
>>>>>> <mailto:cwg-client at icann.org>>
>>>>>> *Subject: *[client com] Draft Provisions for PTI Bylaws/Contract -
>>>>>> Annex C (Sections 7and 8)
>>>>>>
>>>>>>
>>>>>>
>>>>>> Dear Client Committee,
>>>>>>
>>>>>>
>>>>>>
>>>>>> Following up on our call today, attached is a draft of proposed
>>>>>> language to reflect Sections 7 and 8 of Annex C to the CWG proposal.
>>>>>>
>>>>>>
>>>>>>
>>>>>> Grace – could you please forward to Paul Kane?
>>>>>>
>>>>>>
>>>>>>
>>>>>> Best regards,
>>>>>>
>>>>>> Sharon
>>>>>>
>>>>>> *SHARON R. FLANAGAN*
>>>>>>
>>>>>>
>>>>>> *SIDLEY AUSTIN LLP*
>>>>>> 555 California Street
>>>>>> Suite 2000
>>>>>> San Francisco, CA 94104
>>>>>> +1 415 772 1271
>>>>>> _sflanagan at sidley.com_ <mailto:sflanagan at sidley.com>
>>> <_mailto:sflanagan at sidley.com_> _www.sidley.com_
>>> <http://www.sidley.com>
>>>>>> <_http://www.sidley.com_>
>>>>>>
>>>>>> *mage removed by sender. SIDLEY*
>>>>>>
>>>>>>
>>>>>>
>>>>>>
>>>>>>
>>>>>>
>>>>>>
>>>>>>
>>>>> *******************************************************************
>>>>> *
>>>>> ***
>>>>> *****************************
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>>>>>> is privileged or confidential.
>>>>>> If you are not the intended recipient, please delete the e-mail
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>>>>>>
>>>>>>
>>>>> *******************************************************************
>>>>> *
>>>>> ***
>>>>> *****************************
>>>>>>
>>>>>>
>>>>>>
>>>>>>
>>>>>
>>>>>
>>>>>
>>>>>
>>>>>
>>>> 
>>>> 
>>>> 
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