[IOTF] PTI Purpose and Amendments of PTI Bylaws and Articles of Incorporation
Trang Nguyen
trang.nguyen at icann.org
Fri Apr 15 15:25:09 UTC 2016
All,
On Wednesday’s IOTF call, there was a request to circulate to this mail list the current draft language of the ICANN Bylaws sections that speak to the PTI purpose and the process for amending the PTI Bylaws and Articles of Incorporation. These topics are covered in Section 16.2 and Annex D (Articles 1 &2). Below is current draft language.
Trang
**
Article 16 POST-TRANSITION IANA ENTITY
Section 16.1. DESCRIPTION
ICANN shall maintain as a separate legal entity a California nonprofit public benefit corporation ([“PTI”]) for the purpose of providing IANA services, including providing IANA naming function services pursuant to the IANA Naming Function Contract (as defined in Section 16.3(a)), as well as other services as determined by ICANN in coordination with the global internet community. ICANN shall at all times be the sole member of PTI as that term is defined in Section 5056 of the CCC (“Member”). For the purposes of these Bylaws, the “IANA naming function” does not include the Internet Protocol numbers and Autonomous system numbers services (as contemplated by Section 1.1(a)(iii)), the protocol ports and parameters services (as contemplated by Section 1.1(a)(iv) and the root zone maintainer function (as contemplated by Section 1.1(d)(v)).
Section 16.2.PTI Governance
(a) ICANN, in its capacity as the sole Member of PTI, shall elect the directors of PTI in accordance with the articles of incorporation and bylaws of PTI and have all other powers of a sole Member under the CCC except as otherwise provided in these Bylaws.
(b) No amendment or modification of the articles of incorporation of PTI shall be effective unless approved by the EC (pursuant to the procedures applicable to Articles Amendments described in Section 25.3, as if such Article Amendment referenced therein refers to an amendment of PTI’s articles of incorporation).
(c) ICANN shall not amend or modify the bylaws of PTI in a manner that would effect any of the matters set forth in clauses (i) through (xiii) below (a “PTI Bylaw Amendment”) if such PTI Bylaw Amendment has been rejected by the EC pursuant to the procedures described in Section 16.2(e):
(i) any change to the corporate form of PTI to an entity that is not a California nonprofit public benefit corporation organized under the CCC or any successor statute;
(ii) any change in the corporate mission of PTI that is materially inconsistent with ICANN’s Mission as set forth in these Bylaws;
(iii) any change to the status of PTI as a corporation with members;
(iv) any change in the rights of ICANN as the sole Member of PTI, including voting, classes of membership, rights, privileges, preferences, restrictions and conditions;
(v) any change that would grant rights to any person or entity (other than ICANN) with respect to PTI as designators or otherwise to: (x) elect or designate directors of PTI; or (y) approve any amendments to the articles of incorporation or bylaws of PTI;
(vi) any change in the number of directors of the board of directors of PTI (the “PTI Board”);
(vii) any changes in the allocation of directors on the PTI Board between independent directors and employees of ICANN or employees of PTI or to the definition of “independent” (as used in PTI’s bylaws) for purposes of determining whether a director of PTI is independent;
(viii) the creation of any committee of the PTI Board with the power to exercise the authority of the PTI Board;
(ix) any change in the procedures for nominating independent PTI directors;
(x) the creation of classes of PTI directors or PTI directors with different terms or voting rights;
(xi) any change in PTI Board quorum requirements or voting requirements;
(xii) any change to the powers and responsibilities of the PTI Board or the PTI officers;
(xiii) any change to the rights to exculpation and indemnification that is adverse to the exculpated or indemnified party, including with respect to advancement of expenses and insurance, provided to directors, officers, employees or other agents of PTI; or
(xiv) any change to the requirements to amend the articles of incorporation or bylaws of PTI.
(d) ICANN shall not take any of the following actions (together with the PTI Bylaw Amendments, “PTI Governance Actions”) if such PTI Governance Action has been rejected by the EC pursuant to the procedures described in Section 16.2(e).
(i) Any resignation by ICANN as sole Member of PTI or any transfer, disposition, cession, expulsion, suspension or termination by ICANN of its membership in PTI or any transfer, disposition, cession, expulsion, suspension or termination by ICANN of any right arising from its membership in PTI.
(ii) Any sale, transfer or other disposition of PTI’s assets, other than (A) in the ordinary course of PTI’s business, (B) in connection with a Separation Process that has been approved in accordance with Article 19 or (C) the disposition of obsolete, damaged, redundant or unused assets.
(iii) Any merger, consolidation, sale or reorganization of PTI.
(iv) Any dissolution, liquidation or winding-up of the business and affairs of PTI or the commencement of any other voluntary bankruptcy proceeding of PTI.
(e) Promptly after the Board approves a PTI Governance Action (a “PTI Governance Action Approval”), the Secretary shall provide a Board Notice to the EC Chairs Council, which Board Notice shall enclose a copy of the PTI Governance Action that is the subject of the PTI Governance Action Approval. ICANN shall post the Board Notice on the Website promptly following the delivery of the Board Notice to the EC Chairs Council. The EC Chairs Council shall promptly notify the Decisional Participants and shall commence and comply with the procedures and requirements specified in Article 2 of Annex D.
(i) A PTI Governance Action shall become effective upon the earliest to occur of the following:
(A)A Rejection Action Petition Notice (as defined in Section 2.2(c)(i) of Annex D) is not timely delivered by the EC Chairs Council to the Secretary pursuant to and in compliance with Section 2.2(c) of Annex D, in which case the PTI Governance Action that is the subject of the PTI Governance Action Approval shall be in full force and effect as of the date immediately following the expiration of the Rejection Action Petition Period (as defined in Section 2.2(c)(i) of Annex D) relating to such PTI Governance Action Approval and the EC shall not thereafter challenge the effectiveness of such PTI Governance Action;
(B)A Rejection Action Supported Petition (as defined in Section 2.2(d)(i) of Annex D) is not timely delivered by the EC Chairs Council to the Secretary pursuant to and in compliance with Section 2.2(d) of Annex D, in which case the PTI Governance Action that is the subject of the PTI Governance Action Approval shall be in full force and effect as of the date immediately following the expiration of the Rejection Action Petition Support Period (as defined in Section 2.2(d)(i) of Annex D) relating to such PTI Governance Action Approval and the EC shall not thereafter challenge the effectiveness of such PTI Governance Action; and
(C)An EC Rejection Notice (as defined in Section 2.4(b) of Annex D) is not timely delivered by the EC Chairs Council to the Secretary pursuant to and in compliance with Section 2.4 of Annex D, in which case the PTI Governance Action that is the subject of the PTI Governance Action Approval shall be in full force and effect as of the date immediately following the expiration of the Rejection Action Decision Period (as defined in Section 2.4(a) of Annex D) relating to such PTI Governance Action Approval and the EC shall not thereafter challenge the effectiveness of such PTI Governance Action.
(ii) A PTI Governance Action that has been rejected by the EC pursuant to and in compliance with Article 2 of Annex D shall have no force and effect, and shall be void ab initio.
(iii) Following receipt of an EC Rejection Notice relating to a PTI Governance Action, ICANN staff and the Board shall consider the explanation provided by the EC Chairs Council as to why the EC has chosen to reject the PTI Governance Action in determining whether or not to develop a new PTI Governance Action and the the substance of such new PTI Governance Action, which shall be subject to the procedures of this Section 16.2.
ANNEX D EC MECHANISM
Article 1 PROCEDURE FOR EXERCISE OF EC’S RIGHTS TO approve APPROVAL ACTIONS
Section 1.1. APPROVAL ACTIONS
The processes set forth in this Article 1 shall govern the escalation procedures for the EC’s exercise of its right to approve the following (each, an “Approval Action”) under the Bylaws:
(a) Fundamental Bylaw Amendments, as contemplated by Section 25.2 of the Bylaws;
(b) Articles Amendments, as contemplated by Section [ ] of the Articles and Section 25.3(b) of the Bylaws; and
(c) Asset Sales, as contemplated by Section [ ] of the Articles and Article 25 of the Bylaws.
Section 1.2. Approval Process
Following the delivery of a Board Notice for an Approval Action (“Approval Action Board Notice”) by the Secretary to the EC Chairs Council and the Decisional Participants (which date shall be referred to herein as the “Approval Action Board Notification Date”), the Decisional Participants shall thereafter promptly inform their constituents of the delivery of the Approval Action Board Notice. ICANN shall state in the Approval Action Board Notice whether the Approval Action is based solely [or almost solely] on ICANN’s implementation of a GAC Consensus Board Resolution, citing the specific GAC Consensus Board Resolution. The process set forth in this Section 1.2 of this Annex D as it relates to a particular Approval Action is referred to herein as the “Approval Process.”
Section 1.3. Approval Action community FORUM
(a) ICANN shall, at the direction of the EC Chairs Council, convene a forum at which the Decisional Participants and interested parties may discuss the Approval Action (an “Approval Action Community Forum”).
(b) If the EC Chairs Council requests a publicly-available conference call by providing a notice to the Secretary, ICANN shall, at the direction of the EC Chairs Council, schedule such call prior to any Approval Action Community Forum, and inform the Decisional Participants of the date, time and participation methods of such conference call, which ICANN shall post on the Website.
(c) The Approval Action Community Forum shall be convened and concluded during the period beginning upon the Approval Action Board Notification Date and ending at 11:59 p.m. (as calculated by local time at the location of ICANN’s principal office) on the 30th day after the Approval Action Board Notification Date (“Approval Action Community Forum Period”). If the EC Chairs Council requests that the Approval Action Community Forum be held during the next scheduled ICANN public meeting, the Approval Action Community Forum shall be held during the next scheduled ICANN public meeting on the date and at the time determined by ICANN, taking into account any date and/or time requested by the EC Chairs Council. If the Approval Action Community Forum is held during the next scheduled ICANN public meeting and that public meeting is held after 11:59 p.m. (as calculated by local time at the location of ICANN’s principal office) on the 30th day after the Approval Action Board Notification Date, the Approval Action Community Forum Period for the Approval Action shall expire at 11:59 p.m., local time of the city hosting such ICANN public meeting on the official last day of such ICANN public meeting.
(d) The Approval Action Community Forum shall be conducted via remote participation methods such as teleconference, web-based meeting room and/or such other form of remote participation as the EC Chairs Council selects, and/or, only if the Approval Action Community Forum is held during an ICANN public meeting, face-to-face meetings. If the Approval Action Community Forum will not be held during an ICANN public meeting, the EC Chairs Council shall promptly inform ICANN of the date, time and participation methods of such Approval Action Community Forum, which ICANN shall post on the Website.
(e) The EC Chairs Council shall manage and moderate the Approval Action Community Forum in a fair and neutral manner.
(f) ICANN and any Supporting Organization or Advisory Committee (including Decisional Participants) may deliver to the EC Chairs Council in writing its views and questions on the Approval Action prior to the convening of and during the Approval Action Community Forum. Any written materials delivered to any EC Chairs Council shall also be delivered to the Secretary for posting on the Website in a manner deemed appropriate by ICANN.
(g) ICANN staff and Directors representing the Board are expected to attend the Approval Action Community Forum in order to address any questions or concerns regarding the Approval Action.
(h) During the Approval Action Community Forum Period, an additional one or two Community Forums may be held at the discretion of [the Board or] the EC Chairs Council.
(i) ICANN will provide support services for the Approval Action Community Forum and shall post on the Website a public record of the Approval Action Community Forum as well as all written submissions of ICANN and any Supporting Organization or Advisory Committee (including Decisional Participants) related to the Approval Action Community Forum.
Section 1.4. decision whether to approve an approval action
(a) Following the expiration of the Approval Action Community Forum Period, at any time or date prior to 11:59 p.m. (as calculated by local time at the location of ICANN’s principal office) on the 21st day after the expiration of the Approval Action Community Forum Period (such period, the “Approval Action Decision Period”), with respect to each Approval Action, each Decisional Participant shall inform the EC Chairs Council in writing as to whether such Decisional Participant (A) supports the Approval Action, (B) objects to such Approval Action or (C) has determined to abstain from the matter (which shall not count as supporting or objecting to such Approval Action). If a Decisional Participant does not inform the EC Chairs Council of any of the foregoing prior to the expiration of the Approval Action Decision Period, the Decisional Participant shall be deemed to have abstained from the matter (even if such Decisional Participant informs the EC Chairs Council of its support or objection following the expiration of the Approval Action Decision Period).
(b) The EC Chairs Council shall, within twenty-four (24) hours of the expiration of the Approval Action Decision Period, deliver a written notice (“EC Approval Notice”) to the Secretary certifying that, pursuant to and in compliance with the procedures and requirements of this Section 1.4(b) of this Annex D, the EC has approved the Approval Action if:
(i) (A) the Approval Action Board Notice stated that the Approval Action was not based on a GAC Consensus Board Resolution, (B) three or more Decisional Participants support the Approval Action and (C) no more than one Decisional Participant objects to such Approval Action.
(ii) (A) the Approval Action Board Notice stated that the Approval Action was based on a GAC Consensus Board Resolution, (B) three or more Decisional Participants (excluding the GAC) support the Approval Action and (C) no more than one Decisional Participant (excluding the GAC) objects to such Approval Action.
(c) If the Approval Action does not obtain the support required by Section 1.4(b)(i) or (ii) of this Annex D, as applicable, the Approval Process will automatically be terminated and the EC Chairs Council shall, within twenty-four (24) hours of the expiration of the Approval Action Decision Period, deliver to the Secretary a notice certifying that the Approval Process has been terminated with respect to the Approval Action (“Approval Process Termination Notice”).
(d) ICANN shall post the EC Approval Notice or Approval Process Termination Notice, as applicable, as well as any written explanation provided by the EC Chairs Council related thereto, to the Website.
Article 2 PROCEDURE FOR EXERCISE OF EC’S RIGHTS TO REJECT SPECIFIED ACTIONS
Section 2.1. Rejection Actions
The processes set forth in this Article 2 shall govern the escalation procedures for the EC’s exercise of its right to reject the following (each, a “Rejection Action”) under the Bylaws:
(a) PTI Governance Actions, as contemplated by Section 16.2(d) of the Bylaws;
(b) IFR Recommendations, as contemplated by Section 18.6(b) of the Bylaws;
(c) Special IFR Recommendations, as contemplated by Section 18.12(c) of the Bylaws;
(d) SCWG Creation Approvals, as contemplated by Section 19.1(c) of the Bylaws;
(e) SCWG Recommendations, as contemplated by Section 19.4(c) of the Bylaws;
(f) ICANN Budgets, as contemplated by Section 22.4(a)(v) of the Bylaws;
(g) IANA Budgets, as contemplated by Section 22.4(b)(v) of the Bylaws;
(h) Operating Plans, as contemplated by Section 22.5(a)(v) of the Bylaws;
(i) Strategic Plans, as contemplated by Section 22.5(b)(v) of the Bylaws; and
(j) Standard Bylaw Amendments, as contemplated by Section 25.1(e) of the Bylaws.
Section 2.2. petition PROCESS for SPECIFIED ACTIONS
(a) Following the delivery of a Board Notice for a Rejection Action (“Rejection Action Board Notice”) by the Secretary to the EC Chairs Council and Decisional Participants (which date shall be referred to herein as the “Rejection Action Board Notification Date”), the Decisional Participants shall thereafter promptly inform their constituents of the delivery of the Rejection Action Board Notice. The process set forth in this Section 2.2 of this Annex D as it relates to a particular Rejection Action is referred to herein as the “Rejection Process.”
(b) During the period beginning on the Rejection Action Board Notification Date and ending at 11:59 p.m. (as calculated by local time at the location of ICANN’s principal office) on the date that is the 21st day after the Rejection Action Board Notification Date (as it relates to a particular Rejection Action, the “Rejection Action Petition Period”), subject to the procedures and requirements developed by the applicable Decisional Participant, an individual may submit a petition to a Decisional Participant, seeking to reject the Rejection Action and initiate the Rejection Process (a “Rejection Action Petition”).
(c) A Decisional Participant that has received a Rejection Action Petition shall either accept or reject such Rejection Action Petition; provided that a Decisional Participant may only accept such Rejection Action Petition if it was received by such Decisional Participant during the Rejection Action Petition Period.
(i) If, in accordance with the requirements of Section 2.2(c) of this Annex D, a Decisional Participant accepts a Rejection Action Petition during the Rejection Action Petition Period, the Decisional Participant shall promptly provide to the EC Chairs Council and the other Decisional Participants written notice (“Rejection Action Petition Notice”) of such acceptance (such Decisional Participant, the “Rejection Action Petitioning Decisional Participant”). The Rejection Action Petition Notice shall also include:
(A) the rationale upon which rejection of the Rejection Action is sought. Where the Rejection Action Petition Notice relates to an ICANN Budget, an IANA Budget, an Operating Plan or a Strategic Plan, the Rejection Action Petition Notice shall not be valid and shall not be accepted by the EC Chairs Council unless the rationale set forth in the Rejection Action Petition Notice is based on a significant issue(s) that was specifically raised in the public comment period(s), as applicable, relating to perceived inconsistencies with the Mission, the global public interest, the needs of ICANN’s stakeholders, financial stability, a related matter or other matter of concern to the community;
(B) where applicable, a statement that the Rejection Action Petition Notice is based solely [or almost solely] on ICANN’s implementation of a GAC Consensus Board Resolution, citing the specific GAC Consensus Board Resolution and the line item or provision in the Rejection Action subject to the Board Notice that implements such specific GAC Consensus Board Resolution (“Rejection Action GAC Consensus Statement”); and
(C) where the Rejection Action Petition Notice relates to a Standard Bylaw Amendment, a statement as to whether that Standard Bylaw Amendment is based solely on the outcome of a PDP, citing the specific PDP and the provision in the Standard Bylaw Amendment subject to the Board Notice that implements such PDP (“PDP Standard Bylaw Statement”) and, if so, the name of the Supporting Organization that is a Decisional Participant that undertook the PDP relating to the Standard Bylaw Amendment (“PDP Decisional Participant”).
The Rejection Process shall thereafter continue pursuant to Section 2.2(d) of this Annex D.
(ii) If the EC Chairs Council has not received a Rejection Action Petition Notice pursuant to Section 2.2(c)(i) of this Annex D during the Rejection Action Petition Period, the Rejection Process shall automatically be terminated and the EC Chairs Council shall, within twenty-four (24) hours of the expiration of the Rejection Action Petition Period, deliver to the Secretary a notice certifying that the Rejection Process has been terminated with respect to the Rejection Action contained in the Approval Notice (“Rejection Process Termination Notice”).
(d) Following the delivery of a Rejection Action Petition Notice to the EC Chairs Council pursuant to Section 2.2(c)(i) of this Annex D, the Rejection Action Petitioning Decisional Participant shall contact the EC Chairs Council and the other Decisional Participants to determine whether any other Decisional Participants support the Rejection Action Petition.
(i) If the Rejection Action Petitioning Decisional Participant obtains the support of at least one other Decisional Participant (a “Rejection Action Supporting Decisional Participant”) during the period beginning upon the expiration of the Rejection Action Petition Period and ending at 11:59 p.m. (as calculated by local time at the location of ICANN’s principal office) on the 7th day after the expiration of the Rejection Action Petition Period (the “Rejection Action Petition Support Period”), the Rejection Action Petitioning Decisional Participant shall provide a written notice to the EC Chairs Council, the other Decisional Participants and the Secretary (“Rejection Action Supported Petition”) within twenty-four (24) hours of receiving the support of at least one Rejection Action Supporting Decisional Participant. [Each Rejection Action Supporting Decisional Participant shall provide a written notice to the EC Chairs Council, the other Decisional Participants and the Secretary within twenty-four (24) hours of providing support to the Rejection Action Petition.] Such Rejection Action Supported Petition shall include:
(A) a supporting rationale in reasonable detail;
(B) contact information for at least one representative who has been designated by the Rejection Action Petitioning Decisional Participant who shall act as a liaison with respect to the Rejection Action Supported Petition;
(C) a statement as to whether or not the Rejection Action Petitioning Decisional Participant [and/or the Rejection Action Supporting Decisional Participant] requests that ICANN organize a publicly-available conference call prior to the Rejection Action Community Forum (as defined in Section 2.3 of this Annex D) for the community to discuss the Rejection Action Supported Petition;
(D) a statement as to whether the Rejection Action Petitioning Decisional Participant and the Rejection Action Supporting Decisional Participant have determined to hold the Rejection Action Community Forum during the next scheduled ICANN public meeting, taking into account the limitation on holding such a Rejection Action Community Forum when the Rejection Action Supported Petition relates to an ICANN Budget or IANA Budget as described in Section 2.3(c) of this Annex D;
(E) a Rejection Action GAC Consensus Statement, if applicable; and
(F) a PDP Standard Bylaw Statement, if applicable.
The Rejection Process shall thereafter continue for such Rejection Action Supported Petition pursuant to Section 2.3 of this Annex D. The foregoing process may result in more than one Rejection Action Supported Petition relating to the same Rejection Action. [In particular, if a Rejection Action Petition Notice includes a Rejection Action GAC Consensus Statement or a PDP Standard Bylaw Statement and its focus is thus limited as provided in Section 2.2(c)(i)(B) or (C), above, it is understood that another Rejection Process may occur at the same time to cover issues outside of the scope of such limited process.]
(ii) The Rejection Process shall automatically be terminated and the EC Chairs Council shall, within twenty-four (24) hours of the expiration of the Rejection Action Petition Support Period, deliver to the Secretary a Rejection Process Termination Notice if:
(A) no Rejection Action Petitioning Decisional Participant is able to obtain the support of at least one other Decisional Participant for its Rejection Action Petition during the Rejection Action Petition Support Period; or
(B) where the Rejection Action Supported Petition includes a PDP Standard Bylaw Statement, the PDP Decisional Participant is not (x) the Rejection Action Petitioning Decisional Participant or (y) one of the Rejection Action Supporting Decisional Participants.
Section 2.3. Rejection Action community FORUM
(a) If the EC Chairs Council receives a Rejection Action Supported Petition under Section 2.2(d) of this Annex D during the Rejection Action Petition Support Period, ICANN shall, at the direction of the EC Chairs Council, convene a forum at which the Decisional Participants and interested parties may discuss the Rejection Action Supported Petition (“Rejection Action Community Forum”). If the EC Chairs Council receives more than one Rejection Action Supported Petition relating to the same Rejection Action, all such Rejection Action Supported Petitions shall be discussed at the same Rejection Action Community Forum.
(b) If a publicly-available conference call has been requested in a Rejection Action Supported Petition, ICANN shall, at the direction of the EC Chairs Council, schedule such call prior to any Rejection Action Community Forum relating to that Rejection Action Supported Petition, and inform the Decisional Participants of the date, time and participation methods of such conference call, which ICANN shall promptly post on the Website. If a conference call has been requested in relation to more than one Rejection Action Supported Petition relating to the same Rejection Action, all such Rejection Action Supported Petitions shall be discussed during the same conference call.
(c) The Rejection Action Community Forum shall be convened and concluded during the period beginning upon the expiration of the Rejection Action Petition Support Period and ending at 11:59 p.m. (as calculated by local time at the location of ICANN’s principal office) on the 21st day after the expiration of the Rejection Action Petition Support Period (“Rejection Action Community Forum Period”) unless all Rejection Action Supported Petitions relating to the same Rejection Action requested that the Rejection Action Community Forum be held during the next scheduled ICANN public meeting, in which case the Rejection Action Community Forum shall be held during the next scheduled ICANN public meeting (except as otherwise provided below with respect to a Rejection Action Supported Petition relating to an ICANN Budget or IANA Budget) on the date and at the time determined by ICANN, taking into account any date and/or time requested by the Rejection Action Petitioning Decisional Participant(s) and the Rejection Action Supporting Decisional Participant(s). If the Rejection Action Community Forum is held during the next scheduled ICANN public meeting and that public meeting is held after 11:59 p.m. (as calculated by local time at the location of ICANN’s principal office) on the 21st day after the expiration of the Rejection Action Petition Support Period, the Rejection Action Community Forum Period shall expire at 11:59 p.m., local time of the city hosting such ICANN public meeting on the official last day of such ICANN public meeting. Notwithstanding the foregoing and notwithstanding any statement in the Rejection Action Supported Petition, a Rejection Action Community Forum to discuss a Rejection Action Supported Petition relating to an ICANN Budget or IANA Budget may only be held at a scheduled ICANN public meeting if such Rejection Action Community Forum occurs during the Rejection Action Community Forum Period, without any extension of such Rejection Action Community Forum Period.
(d) The Rejection Action Community Forum shall be conducted via remote participation methods such as teleconference, web-based meeting room and/or such other form of remote participation as the EC Chairs Council selects, and/or, only if the Rejection Action Community Forum is held during an ICANN public meeting, face-to-face meetings. If the Rejection Action Community Forum will not be held during an ICANN public meeting, the EC Chairs Council shall promptly inform ICANN of the date, time and participation methods of such Rejection Action Community Forum, which ICANN shall post on the Website.
(e) The EC Chairs Council shall manage and moderate the Rejection Action Community Forum in a fair and neutral manner.
(f) ICANN and any Supporting Organization or Advisory Committee (including Decisional Participants) may deliver to the EC Chairs Council in writing its views and questions on the Rejection Action Supported Petition prior to the convening of and during the Rejection Action Community Forum. Any written materials delivered to any EC Chairs Council shall also be delivered to the Secretary for posting on the Website in a manner deemed appropriate by ICANN.
(g) ICANN staff (including the CFO when the Rejection Action Supported Petition relates to an ICANN Budget, IANA Budget or Operating Plan) and Directors representing the Board are expected to attend the Rejection Action Community Forum in order to address the concerns raised in the Rejection Action Supported Petition.
(h) If the Rejection Action Petitioning Decisional Participant and each of the Rejection Action Supporting Decisional Participants for the applicable Rejection Action Supported Petition agree before, during or after the Rejection Action Community Forum that the issue raised in such Rejection Action Supported Petition has been resolved, such Rejection Action Supported Petition shall be deemed withdrawn and the Rejection Process with respect to such Rejection Action Supported Petition will be terminated. If all Rejection Action Supported Petitions relating to a Rejection Action are withdrawn, the Rejection Process will automatically be terminated. If a Rejection Process is terminated, the EC Chairs Council shall, within twenty-four (24) hours of the resolution of the issue raised in the Rejection Action Supported Petition, deliver to the Secretary a Rejection Process Termination Notice. For the avoidance of doubt, the Rejection Action Community Forum is not a decisional body and the foregoing resolution process shall be handled pursuant to the internal procedures of the Rejection Action Petitioning Decisional Participant and the Rejection Action Supporting Decisional Participant.
(i) During the Rejection Action Community Forum Period, an additional one or two Rejection Action Community Forums may be held at the discretion of the Rejection Action Petitioning Decisional Participant and the Rejection Action Supporting Decisional Participant, or the EC Chairs Council.
(j) ICANN will provide support services for the Rejection Action Community Forum and shall post on the Website a public record of the Rejection Action Community Forum as well as all written submissions of ICANN and any Supporting Organization or Advisory Committee (including Decisional Participants) related to the Rejection Action Community Forum.
Section 2.4. decision whether to reject a Rejection Action
(a) Following the expiration of the Rejection Action Community Forum Period, at any time or date prior to 11:59 p.m. (as calculated by local time at the location of ICANN’s principal office) on the 21st day after the expiration of the Rejection Action Community Forum Period (such period, the “Rejection Action Decision Period”), with respect to each Rejection Action Supported Petition, each Decisional Participant shall inform the EC Chairs Council in writing as to whether such Decisional Participant (A) supports such Rejection Action Supported Petition and has determined to reject the Rejection Action , (B) objects to such Rejection Action Supported Petition or (C) has determined to abstain from the matter (which shall not count as supporting or objecting to such Rejection Action Supported Petition). If a Decisional Participant does not inform the EC Chairs Council of any of the foregoing prior to expiration of the Rejection Action Decision Period, the Decisional Participant shall be deemed to have abstained from the matter (even if such Decisional Participant informs the EC Chairs Council of its support or objection following the expiration of the Rejection Action Decision Period).
(b) The EC Chairs Council, within twenty-four (24) hours of the expiration of the Rejection Action Decision Period, shall promptly deliver a written notice (“EC Rejection Notice”) to the Secretary certifying that, pursuant to and in compliance with the procedures and requirements of this Section 2.4(b), the EC has resolved to reject the Rejection Action if:
(i) A Rejection Action Supported Petition relating to a Rejection Action other than a Standard Bylaw Amendment (A) does not include a Rejection Action GAC Consensus Statement, (B) is supported by four or more Decisional Participants, and (C) is objected to by no more than one Decisional Participant;
(ii) A Rejection Action Supported Petition relating to a Rejection Action other than a Standard Bylaw Amendment (A) includes a Rejection Action GAC Consensus Statement, (B) is supported by three or more Decisional Participants (excluding the GAC), and (C) is objected to by no more than one Decisional Participant (excluding the GAC); or
(iii) A Rejection Action Supported Petition relating to a Standard Bylaw Amendment that:
(A) does not include a Rejection Action GAC Consensus Statement, is supported by three or more Decisional Participants (including the PDP Decisional Participant if the Rejection Action Supported Petition included a PDP Standard Bylaw Statement) and is objected to by no more than one Decisional Participant; or
(B) includes a Rejection Action GAC Consensus Statement, is supported by three or more Decisional Participants (excluding the GAC but including the PDP Decisional Participant if the Rejection Action Supported Petition included a PDP Standard Bylaw Statement) and is objected to by no more than one Decisional Participant (excluding the GAC).
(c) If no EC Rejection Action Supported Petition obtains the support required by Section 2.4(b)(i), (ii) or (iii) of this Annex D, as applicable, the Rejection Process will automatically be terminated and the EC Chairs Council shall, within twenty-four (24) hours of the expiration of the Rejection Action Decision Period, deliver to the Secretary a Rejection Process Termination Notice.
(d) ICANN shall post to the Website (i) the EC Rejection Notice and the written explanation provided by the EC Chairs Council as to why the EC has chosen to reject the Rejection Action, or (ii) the Rejection Process Termination Notice, as applicable.
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