[CCWG-ACCT] Fwd: FW: CCWG - recs 1,2 and 11

Bernard Turcotte turcotte.bernard at gmail.com
Fri Feb 12 12:20:58 UTC 2016


---------- Forwarded message ----------
From: Grapsas, Rebecca <rebecca.grapsas at sidley.com>
Date: Thu, Feb 11, 2016 at 7:28 PM
Subject: FW: CCWG - recs 1,2 and 11
To: Bernard Turcotte <turcotte.bernard at gmail.com>
Cc: Sidley ICANN CCWG <sidleyicannccwg at sidley.com>, ICANN-Adler <
ICANN at adlercolvin.com>, "Greeley, Amy E." <AGreeley at sidley.com>


Dear Bernie,



Attached please find minor proofing/conforming changes on Annexes 1, 2 and
11.  Most of the edits to Annex 1 were provided on January 31 but had not
been incorporated.  If possible, it would be great if these could be
reflected in the final version to be distributed for review.  We also
noticed that Annex 3 did not incorporate our edits sent on January 31,
2016; these are pasted again below for your convenience.  If you would
prefer that we prepare a markup of Annex 3, please send us a Word version.
Many thanks.



*Annex 3*:



·        *Global*:

o   “c*C*ommunity p*P*ower” or “c*C*ommunity p*P*owers”



·        *Summary (p. 1)*:

o   “(ICANN) have a single…”



o   “Any changes to Fundamental Bylaws require approval from both the ICANN
Board and *the Empowered Community*community as outlined in…”



·        *Paragraph 1 (p. 2), Paragraph 18 (p. 5)*:

o   “The *Empowered Community for enforcing Community Powers,*Community
Mechanism as the Sole Designator Model including the *role of sole
designator of ICANN’s Directors,*the right of inspection granted to
Decisional Participants in the Empowered Community as described in
Recommendation 1.”



o   “The process for amending Fundamental Bylaws and/or Articles of
Incorporation*, and for approving ICANN’s sale or other disposition of all
or substantially all of ICANN’s assets,* as described in Recommendation 3.”



o   “The PTI Governance and Customer Standing Committee (CSC) structures,
also required by the CWG-Stewardship’s Proposal.”



o   “The right*s* of investigation *and inspection* (as described in Section
3 of Annex 01 - Recommendation #1: Establishing an Empowered Community for
Enforcing Community Power)*.*”



·        *Paragraph 4 (p. 2)*:  “Today, ICANN Bylaws can be changed by a
resolution of the Board upon a 2/3 majority vote* of all of the Directors*.
The CCWG-Accountability believes that the set of key Bylaws fundamental to
ICANN’s stability and operational continuity and essential for the
community’s decisions-rights should be given additional protection from
changes by requiring *Empowered Community *community approval of any
amendments.”



·        *Paragraph 5 (p. 3)*:  “By sharing the authority to authorize
changes between the ICANN Board and the *Empowered Community *ICANN
community (organized through its *participating* Supporting Organizations
(SOs) and Advisory Committees (ACs)*,* *the “Decisional Participants” *in
the Empowered Community*, as* outlined in Recommendation #1…).”



·        *Paragraph 11 (p. 4, graphic)*:  Remove the “Sidley/Adler Note,”
but we note that our comments on the graphic have not been incorporated
into the latest draft.

o   In the graphic, for the box on the lower right, we recommend adding
“(3/4 MAJORITY)” after “REQUIRES ICANN BOARD.”  We also recommend
addressing the Articles of Incorporation in a separate graphic under the
section titled “Articles of Incorporation.”



·        *Paragraph 12 (p. 4)*:  “The *Empowered Community *community
approves the addition, amendment, or removal of the Fundamental Bylaw by
using its power as an Empowered Community to approve the change…”



·        *Paragraph 13 (p. 4)*:  “If the addition, amendment, or removal of
the Fundamental Bylaw is agreed upon by both the ICANN Board and the *Empowered
Community *community:”



·        *Paragraph 16 (p. 5)*:  “The CCWG-Accountability *recommends*
suggests that only critical aspects of the ICANN Bylaws be classified as
Fundamental Bylaws to avoid introducing unnecessary rigidity into ICANN’s
structures. The CCWG-Accountability concluded that *recommending*suggesting
that all changes…”



·        *Paragraph 26 (p. 6)*: “…a provision will need to be added to the
Articles *of Incorporation* requiring Empowered Community approval…”



·        *Paragraph 30 (p. 7)*:  “Through the *The* Empowered Community,
SOs and ACs would have to *affirmatively consent* give positive assent to
any change proposed and adopted by the ICANN Board before the amendment
could become legally effective, as part of a joint decision process between
the ICANN Board and the *Empowered Community *community.”



·        *Paragraph 32 (p. 7)*:  “Such changes require a high degree
of *support
from the Decisional Participants in the Empowered Community*community assent,
as the purpose of this power is to make changing Fundamental Bylaws or the
Articles of Incorporation possible only with very wide support from the
community.”



·        *Paragraph 34 (p. 7)*: “Clarified *the *process for change*s* of
Articles of Incorporation to be similar to process for changes to
Fundamental Bylaws*, as well as the process for approving ICANN’s sale or
other disposition of all or substantially all of ICANN’s assets*.”



·        *Paragraph 36 (p. 8)*:  “ICANN Board: Community rights regarding
the ability to appoint/remove Directors of the ICANN Board, and recall the
entire Board.”



*REBECCA* *GRAPSAS*
Counsel

Sidley Austin
787 Seventh Avenue
New York, NY 10019
+1-212-839-8541

Level 10
7 Macquarie Place
Sydney NSW 2000
Australia
+61-2-8214-2235
rebecca.grapsas at sidley.com
www.sidley.com
------------------------------

*From:* Bernard Turcotte
*Sent:* Tuesday, February 09, 2016 06:27:31 PM
*To:* Gregory, Holly; Rosemary E. Fei; ACCT-Staff (acct-staff at icann.org);
Burr, Becky; Cheryl Langdon-Orr; Jordan Carter; León Felipe Sánchez Ambía;
Mathieu Weill; Steve DelBianco; Thomas Rickert (thomas at rickert.net)
*Subject:* CCWG - recs 1,2 and 11

Holly, Rosemary,



had to modify these per the results today for rec 11.



In order to give you a leg up I thought I would forward these before the
final report as they should be 99%+ stable.



I have attached TC from a clean of your accepted comments.



Hope that is ok.



Cheers.



B.







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