[CWG-Stewardship] Concern with Contract Co.

[Milton L Mueller]

Hi, Mary.
No, if you believe that the Contract Co. is “another ICANN” it is a misperception. The idea for a Contract Co. was not mine, but the people who came up with it told me that the whole point of creating Contract Co. was to avoid creating something like ICANN that could grow and possibly spin out of control. And by separating PRT from Contract Co., we can also ensure that the PRT does not become a monster. Indeed, I think your idea of a PRT drawn from the ICANN community holding the contracting or MoU power over ICANN is far more dangerous than the current model. The PRT is temporary and multistakeholder and the contract Co. does what the PRT tells it to do at a particular time, that is my understanding. I think it seems like a good way to avoid some of the potential problems associated with replacing the NTIA. Others can speak up if they think I got it wrong. How this works legally? I will let the lawyers explain. ☺ I don’t know. I will say that it makes no sense to oppose the current model because you don’t want to create another corporation in the U.S. or because it is creating “another ICANN.”

From: Mary Uduma [mailto:mnuduma at yahoo.com]
Sent: Saturday, November 29, 2014 6:14 PM
To: Milton L Mueller; Greg Shatan; Avri Doria
Cc: cwg-stewardship at icann.org
Subject: Re: [CWG-Stewardship] Concern with Contract Co.

Thank you Milton for responding to my comments.
See my further comments below

On Saturday, November 29, 2014 7:09 PM, Milton L Mueller <mueller at syr.edu<mailto:mueller at syr.edu>> wrote:

Mary,
Appreciate your comments but I cannot make sense of some of your arguments. Specifically,

Contract Co:  the jurisdictional questions as had been raised in this thread makes it less attractive as the way to go.

MM: I’m sorry, but this doesn’t make any sense to me. There is no avoidance of jurisdictional issues. If there is no Contract Co. and ICANN controls the whole process directly, which is want Olivier and Alan want, then the jurisdiction is the United States. Decisions _must_ be made about jurisdiction, and the creation of a Contract Co. actually gives us more flexibility about this than the status quo. Let me also remind you that with the U.S. Congress looking over NTIA and a lame-duck Presidency, altering the jurisdiction of ICANN itself is simply not feasible at this juncture.
  Mary: Exactly  my point, we should not create another corporation in the US rather deal with the existing ones and
have a truly multi-stakeholder  body to replace the NTIA stewardship position.  I do not agree  with you that the Internet Community needs a parallel ICANN for the IANA functions.  I believe that changes should be minimal since it is working well.



Question: Is this a multi-stakeholder entity?

MM: The answer is simple. Yes. Contract Co. gets its instructions directly from PRT, which is multistakeholder.

Mary: It does not still make it a truly Multi-stakeholder entity. PRT  I can understand, perhaps, it might be helpful for you to explain further how Contract Co will function without  a Board, Directors or Staff. who will answer to the licensing/registering authority?  Are there no minimal requirements for incorporating a Co? What of the Bylaws for Registration? .

General acceptability by the internet community may be difficult to sell considering the heightened awareness in most governments ( ie ccTLDs) regarding the IANA relationship and the position of NTIA in representing governments in the functions.

MM: I think you are fundamentally misunderstanding the proposal before us. Contract Co is just a shell that does what the PRT tells it to do. If you are looking at it as some kind of

Mary: Would promoters of the corporation come from the mutli-stakholders (acting on equal footing) of the  internet community?

I believe a less legal formal entity operating a bottom up process would  not only meet the NTIA requirements but also give the internet community the opportunity to be part of the MoU agreement with IANA functions Operator.

MM: I don’t understand this. PRT is representative of the Internet community. What is the difference between an MoU and a contract, except that an MoU is legally weaker and less separable?

Mary: PRT is not Contract Co. I believe PRT  can serve as a replacement of  NTIA with  a legally  weaker Agreement in order to  promote the true Multi-stakeholder entity.



Who is the ultimate supervisor (Regulator) of this entity? - US government?

MM: Again I do not understand where you are coming from and think that you may be fundamentally misunderstanding the proposal. The whole point of this proposal is to get the unilateral authority of the US government out of the system completely.
Mary:  I am sorry if I do not understand the proposal, but it seems to me that we are creating another ICANN in the name of Contract Co. There are some unanswered questions regarding the Contract  Co that need further clarifications.  An MoU  between the Multistakeholder entity and the IANA operator would serve our purpose of getting the unilateral authority of the US government out and the authority of the  internet community in.

My views.

Mary Uduma

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