[CCWG-ACCT] FW: [client com] CWG Confirmation - Fundamental Bylaws inclusions

[Jordan Carter]

Hi all

At our WP1 meeting on 22 July (19h) we tentatively signed off these more
abstracted/summarised versions of this:

5.      The IANA Function Review and the Separation Process required by the
CWG-Stewardship’s proposal;

 6.      The Post-Transition IANA governance and Customer Standing
Committee structures, also required by the CWG-Stewardship’s proposal.

I believe this language to be consistent with Sharon's draft and so the
CCWG-Accountability will proceed with this language, unless we hear
otherwise from you.

The lawyers in drafting the relevant bylaws provisions will no doubt recall
the further detail spelled out here.

best
Jordan

On 23 July 2015 at 05:15, Jonathan Robinson <jrobinson at afilias.info> wrote:

> Forwarded in response to Jordan Carter’s email questions of 21 July 2015,
> Subject “CWG Confirmation - Fundamental Bylaws inclusions”
>
>
>
> *From:* Flanagan, Sharon [mailto:sflanagan at sidley.com]
> *Sent:* 22 July 2015 02:16
> *To:* Client Committee <cwg-client at icann.org>
> *Subject:* Re: [client com] CWG Confirmation - Fundamental Bylaws
> inclusions
>
>
>
> Dear Client Committee,
>
>
>
> On the CCWG call today the question below was raised as to whether the
> Separation Review and PTI should be referenced in the CCWG list of
> fundamental bylaws.  Our view is that both the Separation Review and PTI
> should be listed among the fundamental bylaws for the following reasons:
>
>
>
> 1.  The Separation Review is part of the IFR, but we believe it should be
> specifically called out by referencing the Special IFR, the Separation
> Process and the SCWG.
>
>
>
> 2.  With respect to PTI, unlike CSC and IFR which are *created by* the
> ICANN bylaws, PTI will have a separate legal existence and will not be
> created by the ICANN bylaws.  Notwithstanding PTI’s separate legal
> existence, there are still implementation mechanisms that relate to PTI
> that should be contemplated by the ICANN bylaws.  For example, as the sole
> member of PTI, ICANN will have certain statutory rights relative to PTI .
> In order to appropriately limit and direct the transfer and exercise of
> these membership rights by ICANN, provisions will need to be included in
> ICANN’s bylaws.  These should be fundamental bylaws so that they cannot
> be easily changed.
>
>
>
> For example,
>
> - ICANN should not be able to change the composition of the PTI Board that
> is specified in the PTI articles and bylaws (it can change the people but
> not the designated seats);
>
> - ICANN should not be able to transfer the assets of PTI back to ICANN or
> to a new entity (absent a separation process that mandates a transfer);
>
> - ICANN should not be able to dissolve PTI, etc.
>
>
>
> In terms of how the Separation Process and PTI could be implemented in the
> CCWG proposal fundamental bylaw description attached, we have reflected our
> comments for CWG’s consideration.
>
>
>
> In addition, attached is a portion of the CCWG proposal that relates to
> the NTIA and CWG dependencies reflecting our proposed comments to the CWG
> dependencies section.
>
>
>
> Please let us know if you would like to discuss.
>
>
>
> Kinds regards,
>
> Sharon
>
>
>
>
>
> *SHARON* *FLANAGAN*
> Partner
>
> Sidley Austin LLP
> 555 California Street
> Suite 2000
> San Francisco, CA 94104
> +1.415.772.1271
> sflanagan at sidley.com
> www.sidley.com
>
> [image: http://www.sidley.com/files/upload/signatures/SA-autosig.png]
> <http://www.sidley.com/> *SIDLEY AUSTIN LLP*
>
>
>
>
>
>
>
> *SHARON* *FLANAGAN*
> Partner
>
> *Sidley Austin LLP*
> +1.415.772.1271
> sflanagan at sidley.com
>
>
>
> *From:* Jordan Carter [mailto:jordan at internetnz.net.nz
> <jordan at internetnz.net.nz>]
> *Sent:* Tuesday, July 21, 2015 3:55 PM
> *To:* Jonathan Robinson; Lise Fuhr; Flanagan, Sharon
> *Cc:* ACCT-Staff; Thomas Rickert; León Felipe Sánchez Ambía; Mathieu
> Weill; Becky Burr; Steve DelBianco; Cheryl Langdon-Orr; Accountability
> Cross Community
> *Subject:* CWG Confirmation - Fundamental Bylaws inclusions
>
>
>
> Dear Jonathan, Lise, Sharon
>
>
>
> On the CCWG-Accountability call today, we discussed the fundamental bylaws
> paper and the relationship with the requirements of the CWG-Stewardship's
> proposal.
>
>
>
> There has been some discussion as to whether we should reference the PTI
> structure, and the Separation review, alongside the CSC and the IANA
> Functions Review in our Second Public Comment Report.
>
>
>
> The last two items have been in the draft for a while. The first two have
> come in and out and as you can see from the *attached*, are currently out.
>
>
>
> We are relaxed I think about including them or not including them but seek
> your formal guidance on the question -- and if you have any, specific
> guidance as to the right way to reference if they are included.
>
>
>
> I'd appreciate your feedback by close of play Wednesday UTC if possible so
> we can resolve this on the CCWG-Accountability's next call on Thursday 23rd.
>
>
>
>
>
> Many thanks,
>
>
>
> Jordan Carter
>
> Rapporteur, Work Party 1 (Community Empowerment)
>
> CCWG-Accountability
>
>
>
>
>
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