[IOTF] IOTF Call #12 - Meeting Notes (15 June 2016 @ 20:00 UTC)

Wed Jun 15 23:46:40 UTC 2016

Dear members of the IOTF,

Please see below the meeting notes and chat history from today's IOTF call.
The presentation material, audio and AC room recordings are now posted at
https://www.icann.org/stewardship-implementation under "Meetings & Work
Sessions" section. The transcript will be made available within the next few
days.

*** Meeting Notes ***

Implementation Oversight Task Force (ITOF) call #12

15 June 2016 @ 20:00 UTC

Please note that this meeting is being recorded. 

To mute or Unmute, select *6 (Star-Six)

If you would like to review the last call(s), the recordings and
presentation materials are posted publicly here:
https://www.icann.org/stewardship-implementation

Agenda:

1. Opening Remark

2. Implementation Items

TI Bylaws and Articles of Incorporation: Chairs' response to Sidley's
question 

PTI Staffing

3. AOB

Helsinki implementation update session

Work plan to finalize PTI formation documents and ICANN-PTI contracts

Decision Log

4. Closing Remarks

Decisions:

PTI Bylaws & AoI table

5.2.3 closed

5.3.3 closed

5.11.3 closed

6.1 closed

***Chat History***

Yuko Green: Hello everybody, welcome to the IOTF call #12!

Yuko Green: We will get started shortly.

Yuko Green: The table is available at
https://docs.google.com/document/d/1rmsp569qRxkWtNSNrJsZzENxFKLwbXVcTDWSGZJE
qcU/edit?usp=sharing

Yuko Green: All - the comments could not fit into PDF, thus I encourage you
to open up the Google Doc from above provided link.

Grace Abuhamad: If there is no decision/agreement, could I move this
suggestion to a comment rather than part of the draft response at this
stage?

matthew shears: if the PTI manager is the President I think it is desirable
to have an independent chair

Oscar Robles: I support that, unless there is strong support to keep it

matthew shears: but soft option is fine - its a balancing act

Cheryl Langdon-Orr  (CLO): Yes we need not wordsmith here rather just ensure
correect intent

Greg Shatan: I am 211xxx6873 (dialed in while rebooting computer).  I've
been on for a few minutes.

Grace Abuhamad: The text is as follows currently: 

Grace Abuhamad: Chairperson is required.Chairperson must be elected by the
board.Chairperson must not be the PTI manager.Chairperson must be one of the
NomCom / independent directors. There is a preference that the Chairperson
be a NomCom-appointed director if possible. President may be PTI manager
(must be PTI manager?). There is a preference is that neither the PTI
president and chairperson be PTI staff (whether seconded from ICANN or not).

Grace Abuhamad: oops - bad copy paste. One moment please

Greg Shatan: ICANN only nominates 3.  NomCom nominates the other two.

Grace Abuhamad: Here is the correct existing text: 

Grace Abuhamad: Chairperson is required.Chairperson must be elected by the
board.Chairperson must not be the PTI manager.There is a preference that the
Chairperson be a NomCom-appointed director if possible. President may be PTI
manager. There is a preference is that neither the PTI president and
chairperson be PTI staff (whether seconded from ICANN or not).

Trang Nguyen: Paragraph 1112: " The PTI Boardcould be comprised of three
directors who are employed by ICANN or PTI (for example, theICANN Executive
responsible for PTI, the ICANN CTO and the IANA Managing Director),and two
additional independent directors. "

Yuko Green: CWG Proposal states: "The PTI Boardcould be comprised of three
directors who are employed by ICANN or PTI (for example, theICANN Executive
responsible for PTI, the ICANN CTO and the IANA Managing Director),and two
additional independent directors. The two additional directors must be
nominatedusing an appropriately rigorous nomination mechanism (e.g. through
the use of the ICANNNominating Committee)."

Greg Shatan: That last preference contradicts the President being the PTI
manager.

Greg Shatan: ICANN appoints all 5 nominees.

Cheryl Langdon-Orr  (CLO): Correct Greg

matthew shears: agree - the issue is more one of balance between nom com
appointed and PTI staff

Cheryl Langdon-Orr  (CLO): yup

Cheryl Langdon-Orr  (CLO): Yes not Both 

Grace Abuhamad: Is the sentence correct now? "There is a preference is that
both the PTI president and chairperson be PTI staff (whether seconded from
ICANN or not)."

Lise Fuhr: @Grace missing a not

Cheryl Langdon-Orr  (CLO): nope Grace

Grace Abuhamad: "here is a preference that both the PTI president and
chairperson not be PTI staff (whether seconded from ICANN or not)."

Cheryl Langdon-Orr  (CLO): YES

matthew shears: yes

Donna Austin 2: President = PTI Manager; Chaiirperson is elected by the
Board, but must not be the President = PTI Manager.

Cheryl Langdon-Orr  (CLO): Yes Chuck it is IMO

Grace Abuhamad: I can type whichever you would like! It's not my text :)

elise: I understand it the way Donna has said it.

Cheryl Langdon-Orr  (CLO): Phew  AAkram  thanks I was looking for a
'headslap'ICON  for a moment then

Donna Austin 2: Would you have a circumstance where you would have a
President and a PTI Manager? 

Donna Austin 2: that should be, where you would have a President and the PTI
Manager on the Board of the PTI?

Donna Austin 2: @Jonathan, and mine too.

Cheryl Langdon-Orr  (CLO): yup

Greg Shatan: Chuck you are correct

matthew shears: if PTI manager = President then yes, Chair should be
indepedent

Lise Fuhr: @Chuck yes

Donna Austin 2: @Chuck, agree the Chair would be independent as the
preferred option.

Greg Shatan: This was all supposed to be so lightweight <sigh>

Cheryl Langdon-Orr  (CLO): LOL

matthew shears: yes, correct!

Trang Nguyen: I think the 2 options are either the Chair is a NomCom
nominated director, or the Chair is not the PTI President.

Cheryl Langdon-Orr  (CLO): I agree that was the assumption @Jonthan

Chuck Gomes: Thanks Matthew. 

Lise Fuhr: Yes

elise: Akram said - regardless of whether the presidnet is on the board or
not - the chairmanship should not be held by the president

elise: dictated by akram to elise

Donna Austin 2: If the President is not the PTI Manager, who will be the
President? One of the three appointments made by ICANN?

Chuck Gomes: Once again we are not going to be able to finish the Bylaws.  I
think it is very important that we spend some time on the rationale document
in this meeting.

Greg Shatan: What is the job description of the President if they are not
the PTI Manager?

matthew shears: perhaps we should just say that the chair should be
appointed by the nomcom

matthew shears: that would leave the option of President being PTI manager
and being on the Board

Chuck Gomes: The best person for chair might not be a nom-com appointee.

matthew shears: agree chuck - but this is PTI and there does need to be some
degree of independence am ong the key roles

Alissa Cooper: Not sure if it helps anyway, but you're talking about a board
for an affiliate that is going to have a dozen employees who will be
carrying out clerical functions. Might not be necessary to over-optimize
given the likely responsibilities of this board. Back to lurking ...

Cheryl Langdon-Orr  (CLO): zudio?

Cheryl Langdon-Orr  (CLO): Llow for review is OK 

Cheryl Langdon-Orr  (CLO): Allow

Grace Abuhamad: I will provide a redline version and clean version to the
full IOTF and CWG groups in advance of CWG call

Cheryl Langdon-Orr  (CLO): Thx Grace

Donna Austin 2: Thanks Chuck and I can confirm that this is the position of
the RySG.

Chuck Gomes: Let's figure out what we need to do to make secondment work and
do it.

Donna Austin 2: Sorry all, I have to drop for another call.

Cheryl Langdon-Orr  (CLO): bye Donna

Lise Fuhr: Bye Donna

Cheryl Langdon-Orr  (CLO): If and when  is OK  I heard New Staff

Lise Fuhr: @Jonathan - correct

Lise Fuhr: Sorry for confusion

Lise Fuhr: Not hire new staff - but when hiring new staff then to PTI

matthew shears: apologies have to drop off

Avri Doria: my issue is with conflict of interest in the senior most person.

Chuck Gomes: @ Lise:  Would that hamper recruiting for new staff?

Oscar Robles: yes, please

Avri Doria: Chuck, i doubt it.  if is a good place to work, people looking
for a job will want to work there.

Avri Doria: ( said as someone who is always looking for work )

Avri Doria: i think the class issue can be dealt with

Avri Doria: i.e. treat all employees equally.

Cheryl Langdon-Orr  (CLO): Yes Avri it shuld be abe to be

Jonathan Robinson: Thanks Akram. Good to have you on the call.

Lise Fuhr: Thank you bye all

Cheryl Langdon-Orr  (CLO): Bye everyone talk again *soon*...

Jonathan Robinson: Sorry for my part in the overrun

Avri Doria: good travels all who are travelling

Regards,

Yuko Green

Strategic Programs Manager

Global Domains Division

Internet Corporation for Assigned Names and Numbers (ICANN)

Direct Line:  +1 310 578 8693

Mobile: +1 310 745 1517

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

 <http://www.icann.org/> www.icann.org

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