[CWG-Stewardship] On ISOC signing the IETF MoU
Bertrand de La Chapelle
bdelachapelle at gmail.com
Mon Dec 1 20:15:56 UTC 2014
Greg,
Thanks for your patience. I am not trying to run in circles, but believe
that consensus is reached when people do understand clearly why their
perceptions are wrong. I may be close to that and always am ready to be
corrected, which seems to be the case here.
A final question though regarding your comment:
1) *Is incorporation required to "contract"?* Given that the IETF seems to
> have an MoU with ICANN (among other arrangements with other "entities"), I
> would suppose that the answer is no. Can someone clarify this important
> point?
>
GS: As pointed out before, ISOC is the signatory of the ICANN MoU. So the
answer to your question is *YES, YES, A THOUSAND TIMES YES.*
But when I look at the IETF-ICANN MoU and its supplemental agreement of
2013, I note that:
- the IETF-ICANN MoU
<https://www.icann.org/resources/unthemed-pages/ietf-icann-mou-2000-03-01-en>
of 2000 was NOT signed by ISOC, as I already have mentioned, but by the
IETF Chair and the IAB Chair, both non-incorporated entities
- the supplemental agreement
<https://iaoc.ietf.org/documents/2013-ICANN-IETF-MoU-Supplemental-Agreement-Executed.pdf>
is signed by Elise Gerich for ICANN and Ray Pelletier as IETF
Administrative Director and the organization listed for him is the IAOC. RFC
4071 <https://tools.ietf.org/html/rfc4071> describes the IASA (IETF
Administrative Support Activity) of which the IETF Administrative Oversight
Committee (IAOC) is a part.
Section 7 of this RFC says (emphasis added):
Independence: The IASA shall be *distinct from other ISOC activities*.
ISOC shall support the IASA through the mechanisms specified in
this document and its successors.
The hypothesis of moving IASA outside of ISOC is even explicitly
envisaged (emphasis added):
Removability: While there is no current plan to transfer the legal
and financial home of the IASA to another corporation, the IASA
shall be structured to enable a clean transition *in the event that
the IETF community decides that such a transition is required* and
documents its consensus in a formal document (currently called a
BCP). In such a case, the IAOC shall give ISOC a minimum of six
months' notice before the transition formally occurs.
Am I missing something here or is the statement that ISOC is signing
these agreements not entirely accurate? Given the importance of this
argument in your position, could you please elaborate, if I may abuse
your time. And once again, thanks for your patience. I am sure that
these clarifications help several others come along towards common
understanding.
Best
Bertrand
"*Le plus beau métier des hommes, c'est d'unir les hommes*", Antoine de
Saint Exupéry
("*There is no greater mission for humans than uniting humans*")BERTRAND DE
LA CHAPELLEInternet & Jurisdiction Project | Directoremail
bdelachapelle at internetjurisdiction.netemail bdelachapelle at gmail.comtwitter
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On Mon, Dec 1, 2014 at 8:32 PM, Greg Shatan <gregshatanipc at gmail.com> wrote:
> Bertrand:
>
> I think these questions have been asked and answered several times
> (including by me in a response to an earlier email), but I"ll do it
> again. Responses inline.
>
> On Mon, Dec 1, 2014 at 11:10 AM, Bertrand de La Chapelle <
> bdelachapelle at gmail.com> wrote:
>
>> Dear Greg, dear all,
>>
>> Two things: 1) a comment on the notion of "entity" and 2) a few key
>> questions that I would like to see clearly answered to move forward
>>
>> *1) ON THE NOTION OF "ENTITY" AND COMMON UNDERSTANDING*
>>
>> In your exchange below with Holly, you mentioned two definitions of the
>> term "entity". She rightly pointed there were of two types: one from a
>> legal perspective and another one a more general, layman's perspective.
>>
>> Naturally, the first one (the legal one) focuses on incorporation, with
>> mentions such as "separate existence for tax purposes".
>>
>> The second one, however, from the Merriam-Webster was more generic:
>>
>> *1 a : being
>> <http://www.merriam-webster.com/dictionary/being>, existence
>> <http://www.merriam-webster.com/dictionary/existence>; especially :
>> independent, separate, or self-contained existence*
>> *b : the existence of a thing as contrasted with its attributes*
>> *2: something that has separate and distinct existence and objective or
>> conceptual reality*
>> *3: an organization (as a business or governmental unit) that has an
>> identity separate from those of its members*
>>
>>
>> I have a simple question: is the IETF an "entity" acccording to that
>> definition, although it is not incorporated? I believe the answer is yes.
>>
>
> GS: It is not an entity for the purpose of entering into contracts. ISOC
> (which is a legal entity) enters into contracts. (IETF is an "organized
> activity" of ISOC.)
>
>>
>> As you know, the W3C, at least for a long period of time, was not
>> incorporated, relying on three separate MoUs with "host" structures. (It
>> may have changed since then but that was the case for several years). Isn't
>> the W3C an "entity" for the purpose of the discussion we're having?
>>
>
> GS: No. W3C is not an entity for the purpose of discussions regarding
> entering into contracts. W3C is a contractual entity, created by a Joint
> Agreement between the host institutions. W3C members enter into a Member
> Agreement signed by all 4 host institutions.
>
>>
>> Likewise, aren't the gNSO and the ccNSO, "organizations" (it is in their
>> name) that have "an identity separate from those of (their) members", and
>> "something that has a separate and distinct existence and objective or
>> conceptual reality", and a "self-contained existence"? And therefore
>> "entities" in light of the MW definition above?
>>
>
> GS: They may be entities for some purposes, but not for the purpose of
> entering into contracts. To the extent they are entities, that is
> irrelevant to the discussion at hand.
>
>>
>> You may have had a legal meaning in mind for the term "entity" because of
>> your own background but it seems clear that in Frankfurt, several people
>> clearly understood the word in its more general meaning.
>>
>
> GS: I believe this has since been clarified.
>
>>
>> *2) KEY QUESTIONS*
>>
>> In my view, the core of the discussion here can be summarized as follows:
>>
>> 1) *Is incorporation required to "contract"?* Given that the IETF seems
>> to have an MoU with ICANN (among other arrangements with other "entities"),
>> I would suppose that the answer is no. Can someone clarify this important
>> point?
>>
>
> GS: As pointed out before, ISOC is the signatory of the ICANN MoU. So
> the answer to your question is *YES, YES, A THOUSAND TIMES YES.*
>
>>
>> 2) If the answer above is indeed no, is there any practical, legal or
>> other constraint that would *expressly forbid IETF, the NRO (or ASO),
>> the ccNSO and the gNSO to have each an MoU* with ICANN or any other
>> contractor for the IANA functions?
>>
>
> GS: The answer above is yes, so no need to go further. (I will also
> state again for the record that an MoU is a contract, and has to follow all
> the rules applicable to contracts in general.)
>
>>
>> 3) If the answer to 2) above is no, what are *the pros and cons to
>> establishing instead a specific contracting Corporation*, in terms of
>> simplicity, compatibility between the mechanisms for the different groups
>> (parameters, numbers, names), guarantee of accountability, stability and
>> security of the system.
>>
>
> GS: The answer to 2) is either "yes" or "not applicable," so no need to go
> further.
>
>>
>> Unless these questions are clearly answered, I am afraid we will be
>> running in circles and losing time.
>>
>
> GS: I am afraid that a number of people seem to insist on running in
> circles. I have been spending quite some time trying to whack them back on
> track. I do not think that the group as a whole is running in this circle,
> or losing time, just a few people who desperately want to find something
> that doesn't exist. If it did, don't you think I would be the first person
> to bring it up?
>
> I hope that these questions are now clearly and definitively answered.
>
> Greg
>
>>
>> Thanks for the feedback.
>>
>> Best
>>
>> Bertrand
>>
>>
>>
>> "*Le plus beau métier des hommes, c'est d'unir les hommes*", Antoine de
>> Saint Exupéry
>> ("*There is no greater mission for humans than uniting humans*")BERTRAND
>> DE LA CHAPELLEInternet & Jurisdiction Project | Director
>>
>> On Sun, Nov 30, 2014 at 7:42 AM, Greg Shatan <gregshatanipc at gmail.com>
>> wrote:
>>
>>> Holly and all:
>>>
>>> If we are turning to the dictionary, please consider the following:
>>>
>>> Entity
>>>
>>> *A real being; existence. An organization or being that possesses
>>> separate existence for tax purposes. Examples would be corporations,
>>> partnerships, estates, and trusts. The accounting entity for which
>>> accounting statements are prepared may not be the same as the entity
>>> defined by law.*
>>>
>>> Entity *includes corporation and foreign corporation; not-for-profit
>>> corporation; profit and not for-profit unincorporated association;* Business
>>> Trust <http://legal-dictionary.thefreedictionary.com/Business+Trust>, *estate,
>>> partnership, trust, and two or more persons having a joint or common
>>> economic interest; and state, U.S., and foreign governments.*
>>>
>>> *An existence apart, such as a corporation in relation to its
>>> stockholders.*
>>>
>>> *Entity includes person, estate, trust, governmental unit.*
>>> West's Encyclopedia of American Law, edition 2. Copyright 2008 The Gale
>>> Group, Inc. All rights reserved.
>>>
>>> This is what I mean when I say "entity." I'll try to say "legal entity"
>>> to avoid any doubt in future. But there was no doubt in my mind (or many
>>> others) that when we were talking about creating an entity -- and in
>>> particular, an entity that could enter into a contract -- that this is what
>>> we were talking about.
>>>
>>> For what it's worth, the Merriam-Webster's definition that I found first
>>> when searching the Internet is as follows:
>>>
>>> 1* a* *:* being <http://www.merriam-webster.com/dictionary/being>,
>>> existence <http://www.merriam-webster.com/dictionary/existence>;
>>> *especially* *:* independent, separate, or self-contained existence
>>> *b* *:* the existence of a thing as contrasted with its attributes
>>> 2*:* something that has separate and distinct existence and objective
>>> or conceptual reality
>>> 3*:* an organization (as a business or governmental unit) that has an
>>> identity separate from those of its members
>>>
>>> Greg
>>>
>>> On Sat, Nov 29, 2014 at 11:16 PM, Holly Raiche <
>>> h.raiche at internode.on.net> wrote:
>>>
>>>> Thank you Alan for the time and thought you have put into this. My
>>>> comments, for what they are worth, interspersed.
>>>>
>>>> Holly
>>>>
>>>> On 29 Nov 2014, at 4:23 pm, Alan Greenberg <alan.greenberg at mcgill.ca>
>>>> wrote:
>>>>
>>>> As I have mentioned during the F2F meeting in Frankfurt and on the
>>>> most recent teleconference, I have significant problems with the proposal
>>>> currently on the table. I am taking this opportunity to present my concerns
>>>> in somewhat more detail, and I will also present what I believe to be a
>>>> viable alternative. The ideas presented are my own, but I do know that they
>>>> are largely shared by my At-Large colleagues and by some others in the
>>>> community.
>>>>
>>>> I am also quite aware that my alternative options are likely to be
>>>> vehemently opposed by some.
>>>>
>>>> I should also add that there are aspects of the current draft CWG
>>>> proposal that I strongly support. The Independent Appeals Panel is perhaps
>>>> the most important one.
>>>>
>>>>
>>>>
>>>> *Overview *Many of my concerns are due to the large number of
>>>> "details" that are, as yet, unspecified. Perhaps some of my concerns will
>>>> be negated once there are sufficient answers, but I have the nagging
>>>> feeling that for many, there will be no viable answer. This message will
>>>> necessarily be long - my apologies for that.
>>>>
>>>>
>>>>
>>>> *Contract Co. *Many of the issues surround the "entity" (as it was
>>>> referred to in Frankfurt).
>>>>
>>>>
>>>> First - using a Webster’s Dictionary (for the many Americans
>>>> commenting) entity is defined as a ‘thing which has reality and
>>>> distinctness’. NB: It does NOT NECESSARILY imply any corporate status. So
>>>> there was a big and surprising leap from entity - which many of us
>>>> supported - to some kind of corporate structure - which seems to have
>>>> become a done deal in the minds of some. However, if it ‘signs a contract’,
>>>> it necessarily has some legal status. And the tasks given below suggest it
>>>> should. Is it too late to ask whether it is possible to have the PRT
>>>> without a contract company.
>>>>
>>>> The draft somewhat glibly says that it will only sign the contract. But
>>>> it seems to be outsourcing much of its responsibility to the
>>>> Multistakeholder Periodic Review Team (PRT), and that seems problematic.
>>>> Perhaps the intent is not that all of these things go to the PRT, but there
>>>> does not seem to be anywhere else for the functions to go. Among the tasks
>>>> that it has outsourced are consultation regarding the contents of future
>>>> RFPs, RFP issuance, RFP evaluation, contract negotiation and contract
>>>> enforcement. What it cannot outsource is addressing legal issues such as
>>>> being sued by a bidder who failed for win the contract and other such
>>>> possibilities. Whether it is possible to have such an empty company do all
>>>> this remains to be demonstrated. I will deal with problems with this
>>>> outsourcing under the PRT.
>>>>
>>>> The jurisdiction under which the company is registered has been the
>>>> subject of some discussion. Clearly there are those who feel that under no
>>>> conditions can it be the US. At the same time, there are some indications
>>>> (such as terms in the Kelly bill) that imply that the US Government may not
>>>> be willing to accept anything other than the US. Note that I understand
>>>> that the Kelly bill itself may wither and die, but to quote Milton Meuller,
>>>> "We should also pay attention to it because the bill provides a very good
>>>> benchmark for preparing for the kind of questions that the NTIA is likely
>>>> to be asked after they get a complete proposal from the ICG and begin to
>>>> implement it. The Kelly bill can be considered a list of the concerns that
>>>> US-based interests are going to be using to assess the final proposal. The
>>>> GAO Report is equally important in this regard. Ignore them at your peril."
>>>> (E-mail to the CWG-Stewardship list on 23 Nov 2014)
>>>>
>>>> Without details of exactly how this corporation will exist, it is
>>>> impossible to assure oneself that it cannot be captured or controlled by
>>>> some entity or government(s). Running IANA will be a treasured target by
>>>> some countries and we do not know what lengths they would go to capture the
>>>> contract. NTIA had the strength of the US (and its battleships and such)
>>>> behind it. Contract Co. will not.
>>>>
>>>> There has been no discussion about how this entity, or any part of the
>>>> overall proposal, is funded. More on this later.
>>>>
>>>>
>>>> *Multistakeholder Periodic Review Team (PRT)*
>>>>
>>>>
>>>>
>>>> The PRT is effectively the operational arm of Contract Co. It is the
>>>> entity that makes decision for Contract Co., presumably including those
>>>> related to the RFP, contract negotiations, contract enforcement and much
>>>> more. But by its very name, it is Periodic. It does not exist at all times
>>>> and there are some in the community that have said it should be
>>>> re-constituted afresh every time it is needed (perhaps like the Phoenix
>>>> born from the ashes of its predecessor). I fail to understand to how it can
>>>> take action on problems if it is not an ongoing entity.
>>>>
>>>> The description says that it is a "body" with representatives selected
>>>> by the relevant bodies. Accepting that "relevant" is to be decided later,
>>>> it is unclear under whose auspices this body is convened, and how we can
>>>> ensure that it remains free from capture or malformation. It was suggested
>>>> in Frankfurt that this body could be akin to (or even identical to) the
>>>> IANA-CWG, but given that the entire concept of this elaborate
>>>> infrastructure is to allow ICANN to be completely excluded from the IANA
>>>> management process, presumably because it has ceased to carry out this
>>>> function as well as all parties claim it is now doing, what makes us think
>>>> that ICANN would take responsibility for this, or more to the point, could
>>>> be trusted to do it properly?
>>>>
>>>> The idea behind talking about an entity rather than a corporate
>>>> structure was to suggest that it is possible to have structures with
>>>> functions, without those structures have an individual corporate
>>>> personality. ALAC, GNSO,ccNSO, SSAC are all examples of entities that have
>>>> an ongoing existence, functions, etc but do not have separate corporate
>>>> identities. It can be done - indeed, is being done.
>>>>
>>>>
>>>> So how this body, which is the critical keystone [
>>>> http://en.wikipedia.org/wiki/Keystone_(architecture)] on which this
>>>> entire superstructure depends, constituted, and funded. And how does one
>>>> ensure that it is not corrupted, or captured? Or sued.
>>>>
>>>> This was always my concern with creating a new corporate structure.
>>>>
>>>> A body as large as it will have to be will require infrastructure such
>>>> as a secretariat - how do we ensure that IT is not subverted (just look at
>>>> all the effort that has gone into ensuring an independent ICG secretariat)?
>>>> And without a corporate backing of the PRT, its members would be personally
>>>> liable in the case of a lawsuit. Who would want to serve on such a group?
>>>> Moreover, in an environment where the PRT is taking very significant
>>>> decisions, both financial offers and personal threats would be an effective
>>>> method of capture (and presumably this is all volunteer work, or at most a
>>>> modest stipend).
>>>>
>>>> For my money, these are critical questions - which remain unanswered.
>>>>
>>>>
>>>> Surely, the PRT, which is implicitly all powerful, would need a new
>>>> oversight mechanism over it! And who oversees THAT oversight body?
>>>>
>>>> EXACTLY - but the same can be said of the Contract Company. Who funds
>>>> it, who monitors it. And do we not then wind up with accountability issues
>>>> for ICANN AND its oversight body.
>>>>
>>>>
>>>>
>>>>
>>>> *Customer Standing Panel (CSC) *It is unclear exactly what this body
>>>> monitors. If it is JUST service levels committed to by IANA, the
>>>> composition may be ok. But if it is also responsible for ensuring that IANA
>>>> is following policy, then the composition MUST reflect the
>>>> multi-stakeholder body or bodies that created such policy. You cannot
>>>> presume that the customers, who may have been vehemently opposed to any
>>>> specific policy, will report that such a policy is not being policy. If the
>>>> CSC is NOT monitoring adherence to policy, then who is? It does not seem to
>>>> be covered in the proposal. During e-mail discussions, someone said it was
>>>> the job of the (for the gTLD space) GNSO. But it does not have the staff or
>>>> Bylaw mandate to do so, nor would it have any standing to complain to
>>>> whoever it is that would attempt enforcement (the PRT??).
>>>>
>>>> Absolutely agree. I think the problem with the concept is the word
>>>> ‘customer’; it does not encompass all those who are impacted by IANA/ICANN
>>>> decisions. And agree with the comment abut the GNSO.
>>>>
>>>>
>>>> There is reference to Liaison from ACs and SOs on the CSC. In the ICANN
>>>> context, a Liaison has no power other than that of persuasion. They have no
>>>> power to act if they are in disagreement with the majority of the full
>>>> members.
>>>>
>>>> Which is why a Standing Panel based on the MSM is the better model.
>>>>
>>>>
>>>>
>>>>
>>>> *Cost *Cost has been mentioned briefly above, but it is a significant
>>>> issue. Aside from the costs of the infrastructure we are discussing here,
>>>> there is the cost of IANA. Currently this is funded by ICANN. If ICANN were
>>>> to be taken out of the picture (and the possibility of doing that is the
>>>> ONLY reason for building all of this), where does the funding come from?
>>>> From ICANN, out of the goodness of its heart, despite no longer having ANY
>>>> control over how much money is demanded or how it is spent? By the gTLD
>>>> registries, who have said they would likely fund THEIR part of the costs,
>>>> but not the entire thing. By the ccTLDs who have clearly said we should not
>>>> depend on them (with a few exceptions)?
>>>>
>>>> WELL SAID
>>>>
>>>>
>>>>
>>>>
>>>> *Acceptability *The last time I heard Larry Strickling talk about the
>>>> stewardship transition, he said it would only take place if sufficient
>>>> controls were put in place to address ICANN messing up (i.e., in the
>>>> extreme, a rogue Board). That PRESUMES that it is ICANN at the centre of
>>>> the IANA stewardship - why else would we care about ICANN accountability if
>>>> ICANN were not involved. From that, my take is they envision the IANA
>>>> responsibility being transferred to ICANN. The Kelly bill clearly presumes
>>>> this as well - why else would it be attempting to put so many constraints
>>>> on ICANN?
>>>>
>>>> Again, well said
>>>>
>>>>
>>>> It is not at all clear that a proposal such as one that the CWG has put
>>>> in this draft would be acceptable to the US government.
>>>>
>>>> I don’t think it would be either.
>>>>
>>>>
>>>> It will certainly not be a favoured proposal from the point of view of
>>>> the ICANN Board (who may not have a direct say in this but cannot be
>>>> totally ignored either).
>>>>
>>>>
>>>>
>>>> *Integratability *The ICG will be tasked with integrating the CWG
>>>> proposal with that of the RIRs and the IETF. Although this is clearly their
>>>> job and not ours, I have always believed that one needs to look ahead to
>>>> ensure that there are no impassable roadblocks ahead.
>>>>
>>>> We do not definitively know what those proposals will be, but
>>>> indications are emerging. Both bodies seem to be happy with how ICANN is
>>>> managing IANA, but both feel that in the event of any untoward action, they
>>>> could move the responsibility associated with their areas somewhere else.
>>>> Since in both cases, it is the same body that sets the policy that would
>>>> judge it, no great complexity is involved. In ICANN's case, since the
>>>> bodies that set policy in the names space are (to a large extent) an
>>>> integral part of ICANN, they cannot take action against their "parent" (so
>>>> to speak). Thus this cumbersome alternative.
>>>>
>>>> Integrating these two approaches may be difficult.
>>>>
>>>>
>>>>
>>>> *Lost Opportunity *Part of the IANA Stewardship Transition is to put
>>>> in place suitable ICANN accountability and governance changes so as to
>>>> ensure the continuity of the IANA function.
>>>>
>>>> If all of the questions posed here, and the ones raised by others are
>>>> addressed, we would end up moving from a situation where an entity (the
>>>> NTIA of the US government) awards the IANA contract. The contract is
>>>> currently held by ICANN but in theory at some future date, it could be
>>>> awarded to some other organization, removing ICANN from any operational
>>>> connection to ICANN.
>>>>
>>>> The new situation would be where Contract Co. awards the IANA contract.
>>>> The contract will initially be held by ICANN but in theory at some future
>>>> date, it could be awarded to some other organization, removing ICANN from
>>>> any operational connection to ICANN.
>>>>
>>>> Notice the parallel wording. ICANN really has no motivation to change
>>>> to effect this change. And in all likelihood any change associated with
>>>> this transition will be minimal.
>>>>
>>>> If we go down the path of the current draft CWG proposal, I believe
>>>> that a major opportunity will have been lost to reform ICANN.
>>>>
>>>>
>>>>
>>>> *Alternative *Simply criticizing the current CWG draft proposal is not
>>>> particularly useful without alternatives. My alternative is certain to not
>>>> please some of the parties in this discussion, but I believe that it is
>>>> both possible and viable.
>>>>
>>>> All of the complexity of the CWG draft proposal is there to cover the
>>>> eventuality that ICANN suddenly or gracefully stops performing the IANA
>>>> function to the satisfaction of the community. That was indeed the
>>>> situation a number of years ago, and ICANN took effective action to rectify
>>>> the problems (that is, the NTI did not have to yank the contract to fix the
>>>> problems). At the moment all parties seem to agree that there are no
>>>> significant outstanding major problems, certainly none that could justify a
>>>> change in the status quo. But there is a recurrent fear of "what if". What
>>>> if ICANN had the IANA responsibility in perpetuity and stopped caring. Or
>>>> had a Board that deliberately and without community support took action or
>>>> inaction to harm how the IANA functions are carried out (the "rogue Board
>>>> scenario).
>>>>
>>>> These worst case alternatives are indeed possible. And since under the
>>>> current ICANN Bylaws, the Board is effectively sovereign, little could be
>>>> done short of changing the Board over a period of 3+ years.
>>>>
>>>> And this is what worries Larry Strickling - what he said publicly at
>>>> the last ICANN meeting. He does want a credible answer that will satisfy
>>>> his masters (including Congress)
>>>>
>>>>
>>>> I suggest that there are ways to alter ICANN's Bylaws to allow the
>>>> effective control of an out-of-control Board. These mechanisms will not be
>>>> particularly appreciated by the ICANN Board, but I believe that such
>>>> measures (or something similar) would be adopted if that is what is
>>>> required to be granted IANA.
>>>>
>>>> There are a number of components that I will describe. They are not
>>>> necessarily a complete or even the correct set. Putting in place a complete
>>>> set of cohesive recommendations is what the Accountability CCWG is being
>>>> convened for. But the existence of the following as a starting point, I
>>>> believe, demonstrates that there IS a way to proceed forward.
>>>>
>>>> - ACs and SOs must be given the ability to recall their sitting
>>>> Board member. There will be no need to await the end of the current 3-year
>>>> term.
>>>> - Certain classes of decision regarding IANA can only be made
>>>> with (for an example) a supermajority (2/3) of the Board's maximum
>>>> Bylaw-mandated membership approving the decision. Without the bulk of the
>>>> AC/SO Board members, there will not be a critical mass of Board members to
>>>> take such a decision.
>>>> - Certain classes of decision regarding IANA may only be made
>>>> after notification period and public comment. This would allow the ACs and
>>>> SOs sufficient time to act to recall their Board members
>>>> - It is possible that the composition of the Board might need to
>>>> be slightly altered to ensure that a recall of most but not all AC/SO Board
>>>> members would be effective in halting action. Or a higher threshold than
>>>> supermajority might be needed.
>>>> - Bylaws regarding GAC advice related to IANA might need to
>>>> somewhat altered to compensate for the GAC not having sitting Board members.
>>>> - Similarly, non-affiliated ccTLDs would need to be worked into
>>>> the equation.
>>>> - If allowed under California law, the Bylaws could be require
>>>> that under certain circumstances, a Board decision could be appealed to an
>>>> external body (similar to the proposal's Independent Appeal for IANA
>>>> decisions) and that the decision would be binding and enforceable in courts.
>>>>
>>>> I don’t think this is the entire answer BUT it goes a long way towards
>>>> a workable response that can dovetail nicely with what both the numbers and
>>>> protocols community are coming up with.
>>>>
>>>> Again, that you Alan - this is a really good summary of both concerns
>>>> and a very positive way forward.
>>>>
>>>>
>>>> _______________________________________________
>>>> CWG-Stewardship mailing list
>>>> CWG-Stewardship at icann.org
>>>> https://mm.icann.org/mailman/listinfo/cwg-stewardship
>>>>
>>>>
>>>>
>>>> _______________________________________________
>>>> CWG-Stewardship mailing list
>>>> CWG-Stewardship at icann.org
>>>> https://mm.icann.org/mailman/listinfo/cwg-stewardship
>>>>
>>>>
>>>
>>>
>>> --
>>>
>>> *Gregory S. Shatan **ï* *Abelman Frayne & Schwab*
>>>
>>> *666 Third Avenue **ï** New York, NY 10017-5621*
>>>
>>> *Direct* 212-885-9253 *| **Main* 212-949-9022
>>>
>>> *Fax* 212-949-9190 *|* *Cell *917-816-6428
>>>
>>> *gsshatan at lawabel.com <gsshatan at lawabel.com>*
>>>
>>> *ICANN-related: gregshatanipc at gmail.com <gregshatanipc at gmail.com> *
>>>
>>> *www.lawabel.com <http://www.lawabel.com/>*
>>>
>>> _______________________________________________
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>>> CWG-Stewardship at icann.org
>>> https://mm.icann.org/mailman/listinfo/cwg-stewardship
>>>
>>>
>>
>
>
> --
>
> *Gregory S. Shatan **ï* *Abelman Frayne & Schwab*
>
> *666 Third Avenue **ï** New York, NY 10017-5621*
>
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