[client com] Request for legal advice on Question #9 from ICG

[Flanagan, Sharon]

Dear All,

Highlighted below is a suggested addition to Paragraph 113, Part I of the CWG Proposal in response to the ICG request for clarification.

“The function of the PTI Board is to provide oversight of the operations of PTI in order to ensure that PTI meets, at a minimum, applicable statutory requirements under California public benefit corporation laws and, importantly, fulfills its responsibilities under the IANA functions contract with ICANN.  If the PTI Board does not fulfill its oversight responsibilities with respect to the operations of PTI, the ICANN Board will hold the PTI Board accountable by exercising the rights ICANN has as the member of PTI and as the counterparty to the IANA functions contract with PTI.”
Best regards,
Sharon
SHARON FLANAGAN
Partner

Sidley Austin LLP
+1 415 772 1271
sflanagan at sidley.com<mailto:sflanagan at sidley.com>

From: Jonathan Robinson [mailto:jrobinson at afilias.info]
Sent: Friday, October 02, 2015 1:37 PM
To: Gregory, Holly; 'Grace Abuhamad'; 'Client Committee'
Subject: RE: [client com] Request for legal advice on Question #9 from ICG

Holly,

Thank-you. Agreed about the removal of the comma.

I think it will be helpful to have clarifying language for the text and if you are able to provide that for us, we can use it with confidence. Please do so.

Best wishes,

Jonathan

From: Gregory, Holly [mailto:holly.gregory at sidley.com]
Sent: 02 October 2015 01:36
To: Grace Abuhamad <grace.abuhamad at icann.org<mailto:grace.abuhamad at icann.org>>; Client Committee <cwg-client at icann.org<mailto:cwg-client at icann.org>>
Subject: Re: [client com] Request for legal advice on Question #9 from ICG

Dear Client Committee and Grace, The draft response provided below is appropriate and clear.  (Consider removing the comma after “the ICANN Board” in the second sentence.)  Will you also be providing clarifying language for the text?  Holly


HOLLY GREGORY
Partner

Sidley Austin LLP
+1 212 839 5853
holly.gregory at sidley.com<mailto:holly.gregory at sidley.com>

From: cwg-client-bounces at icann.org<mailto:cwg-client-bounces at icann.org> [mailto:cwg-client-bounces at icann.org] On Behalf Of Grace Abuhamad
Sent: Thursday, October 01, 2015 8:21 PM
To: Client Committee
Subject: [client com] Request for legal advice on Question #9 from ICG

Dear Sidley,

The CWG-Stewardship has been working on responses to question from the ICG about the proposal. There is one response that was identified on today’s call as needing your review and advice.

The question:

PTI 9) Some comments raise concerns in the context of the proposed PTI board composition (mix of ICANN employees and independent directors) that the ICANN board and the PTI board could attempt to avoid responsibility for any operational shortcomings by each seeking to hold the other board responsible. Paragraph 113 in Part 1 indicates that the PTI board will be responsible for ensuring that the PTI "fulfills its responsibilities under the IANA functions contract with ICANN.” Could the CWG provide an unambiguous statement as to which of the two boards will ultimately be held accountable for ensuring that the IANA functions are carried out appropriately? Please include verbatim text amendments to Part 1 if you believe that would be appropriate to clarify this point.
The draft response:

As stated in the CWG-Stewardship proposal, the PTI Board will be responsible for ensuring that PTI fulfills its responsibilities under the IANA Functions Contract with ICANN. However, should the PTI Board not perform its responsibilities, the ICANN Board, will hold the PTI Board accountable. As noted in the proposal, as part of the implementation process it is anticipated that a contract would be established between PTI and ICANN that will grant PTI the rights to act as the IFO, and set out the rights and obligations of PTI and ICANN.


Please note that I am only sending this note to help with the timing (since staff holds the pen on the questions/responses), but please direct any questions towards the Client Committee.

Thank you,
Grace



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