[CPWG] A way forward on today's call re: PIR

[Marita Moll]

In advance of today's single issue call re: PIR, see below a section of 
the Registry Agreement that allows ICANN to seek additional information 
from the registry operator before approving a change of control. We 
could ask that ICANN seek answers to some of the outstanding questions 
-- such as those posed in a previous e-mail from Mark Surman at Modzilla

 1. Are the stewardship measures proposed for the new PIR sufficient to
    protect the interests of the dot org community? What is missing?
 2. What level of scope, authority and independence will the proposed
    Stewardship Council possess? Will dot org stakeholders have
    opportunities to weigh in on the selection of the Council and
    development of its bylaws and its relationship to PIR and Ethos?
 3. What assurances can the dot org community have that Ethos and PIR
    will keep their promises regarding price increases? Will there be
    any remedy if these promises are not kept?
 4. What mechanisms does PIR currently have in place to implement
    measures to protect free speech and other rights of domain holders
    under its revised contract, and will those mechanisms change in any
    way with the transfer of ownership and control? In particular, how
    will PIR handle requests from government actors?
 5. When is the planned incorporation of PIR as a B corp? Are there any
    repercussions for Ethos and/or PIR if this incorporation does not
    take place?
 6. What guarantees are in place to retain the unique character of the
    dot org as a home for non-commercial organizations, one of the
    important stewardship promises made by PIR when it was granted the
    registry?
 7. Did ISOC receive multiple bids for PIR? If yes, what criteria in
    addition to price were used to review the bids? Were theICANN
    criteria originally applied to dot org bidders in 2002
    <http://archive.icann.org/en/tlds/org/criteria.htm>considered? If
    no, would ISOC consider other bids should the current proposal be
    rejected?
 8. How long has Ethos committed to stay invested in PIR? Are there
    measures in place to ensure continued commitment to the answers
    above in the event of a resale?
 9. What changes to ICANN’s agreement with PIR should be made to ensure
    that dot org is maintained in a manner that serves the public
    interest, and that ICANN has recourse to act swiftly if it is not?

Registry agreement 7.5 Change of control, assignment and subcontracting

(a)Registry Operator must provide no less than thirty (30) calendar days 
advance notice to ICANN of any assignment or Material Subcontracting 
Arrangement, and any agreement to assign or subcontract any portion of 
the operations of the TLD (whether or not a Material Subcontracting 
Arrangement) must mandate compliance with all covenants, obligations and 
agreements by Registry Operator hereunder, and Registry Operator shall 
continue to be bound by such covenants, obligations and agreements.  
Registry Operator must also provide no less than thirty (30) calendar 
days advance notice to ICANN prior to the consummation of any 
transaction anticipated to result in a direct or indirect change of 
control of Registry Operator.

(b)Within thirty (30) calendar days of either such notification pursuant 
to Section 7.5(a),*ICANN may request additional information from 
Registry Operator* establishing (i) compliance with this Agreement and 
(ii) that the party acquiring such control or entering into such 
assignment or Material Subcontracting Arrangement (in any case, the 
“Contracting Party”) and the ultimate parent entity of the Contracting 
Party meets the ICANN-adopted specification or policy on registry 
operator criteria then in effect (including with respect to financial 
resources and operational and technical capabilities), in which case 
Registry Operator must supply the requested information within fifteen 
(15) calendar days.


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