[CWG-Stewardship] Notes, Recordings, Transcript CWG IANA F2F Day 1 Session 5 | 27 March

[Brenda Brewer]

Dear all, 

 

The notes, recordings and transcripts for the CWG IANA Face to Face Day 2 Session 5 Meeting on 27
March are available here:   <https://community.icann.org/pages/viewpage.action?pageId=52893298>
Session 5


Action Items


Action: clarify exactly what we mean by the 3 "frontburner" options


Notes


Further questions on legal 

*        Need to do more research on affiliates structure in the case of bankruptcy

*        Speed and ease may be goals / requirements of the group. 

*        The closer we are to the existing structure might be simplest in terms of implementation

*        Control is about corporate governance, but corporate governance is never fail-safe

*        Discussion on pros and cons of each model would be helpful

*        Articles of incorporation are generally harder to change (changed through what is written
in the articles themselves or by statutory requirements). You have the flexibility to move certain
things from the bylaws to the articles. It's not better necessarily, but the Board could have more
control over the bylaws. 

*        Need to take into account costs and timing of implementation 

*        A 'member' has to be a legal person (a human or an entity that has a legal personhood). If
you wanted an entity to be a member, then it needs to be a legally recognized entity. The minimum
requirement would be an unincorporated association

*        Directors have a duty to the entire organization. 

Review & test models 

Goal is to reduce the landscape of possibilities (from 7 models to 4 models)

Review of models by Sidley 

*        Contract Co. : How do you decide who the Board would be?

*        External Trust: How do you select the Board of Trustees? How are the beneficiaries of the
trust?

*        Accountability enhancements to ICANN

*        Internal Trust

*        Hybrid model with IANA subsidiary: whole-owned by ICANN. ICANN is only member

*        Hybrid model with shared services: co-owned by ICANN, IETF, RIRs with shared services
agreements

*        Hybrid with stand alone: no ICANN ownership at all 

Options on the table (red ones are on the backburner): 

*        Contract Co. 

*        External Trust 

*        Governance Solution ("constitutional bylaw")

*        Internal Trust

*        Hybrid / Integrated Model -- affiliate

*        Hybrid / Integrated Model -- shared services

*        Hybrid / Integrated Model -- standalone

Action: clarify exactly what we mean by the 3 "frontburner" options

 

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