[CWG-Stewardship] Purpose of PTI

matthew shears mshears at cdt.org
Wed Jul 20 17:06:45 UTC 2016


Not sure I see the need or value of that additional clause. Unless there 
is a very good legal reason for doing so we should avoid layering this 
with unnecessary qualifiers.


On 20/07/2016 17:51, Seun Ojedeji wrote:
>
> That could work as well(even though I prefer Andrew's modification), 
> but not without including "...exclusively for the benefit of,.." in 
> the text which will then result to the following:
>
> "The specific purpose of the corporation is to perform the IANA 
> functions on behalf of, and exclusively for the benefit of, the 
> Internet Corporation for Assigned Names and Numbers (“*ICANN*”)."
>
> That ensures that PTI remains member(i.e ICANN) driven.
>
> Regards
> Sent from my LG G4
> Kindly excuse brevity and typos
>
>
> On 20 Jul 2016 5:41 p.m., "matthew shears" <mshears at cdt.org 
> <mailto:mshears at cdt.org>> wrote:
>
>     I'm wondering if we even need to go to that next level.  In the
>     Services Agreement draft it says: "WHEREAS, following the IANA
>     Stewardship Transition, PTI will perform the IANA
>     functions on behalf of ICANN;"
>
>     So rather than making it more vague/complicated than necessary,
>     why wouldn't the PTI bylaws state the following:
>
>     "The specific purpose of the corporation is to perform the IANA functions on behalf of the Internet Corporation for Assigned Names and Numbers (“*ICANN*”)."
>
>     That is its purpose.  Thanks.
>
>     Matthew
>
>
>
>     On 20/07/2016 17:18, Jonathan Robinson wrote:
>>     Copying in Sharon from Sidley as suggested by Greg on yesterday's CWG call.
>>
>>     Jonathan
>>
>>     -----Original Message-----
>>     From: Gomes, Chuck [mailto:cgomes at verisign.com]
>>     Sent: 19 July 2016 14:31
>>     To: 'Andrew Sullivan'<ajs at anvilwalrusden.com> <mailto:ajs at anvilwalrusden.com>;cwg-stewardship at icann.org <mailto:cwg-stewardship at icann.org>
>>     Subject: Re: [CWG-Stewardship] Purpose of PTI
>>
>>     Andrew's suggestion works for me.
>>
>>     Chuck
>>
>>     -----Original Message-----
>>     From:cwg-stewardship-bounces at icann.org
>>     <mailto:cwg-stewardship-bounces at icann.org>  [mailto:cwg-stewardship-bounces at icann.org] On Behalf Of Andrew Sullivan
>>     Sent: Tuesday, July 19, 2016 9:26 AM
>>     To:cwg-stewardship at icann.org <mailto:cwg-stewardship at icann.org>
>>     Subject: Re: [CWG-Stewardship] Purpose of PTI
>>
>>     I think you are rapidly walking in to angry terminological disputes that will delay the incorporation of PTI.
>>
>>     What about saying something like "relating to certain Internet registries and certain Internet Domain Name System zones, consistent with ICANN's Mission," or something like that?
>>
>>     A
>>
>>     On Tue, Jul 19, 2016 at 09:22:53AM -0400, Greg Shatan wrote:
>>>     I suggest considering something more specific than "relating to IANA
>>>     services" (especially since the second word in the paragraph is
>>>     "specific") in stating the purpose of PTI, since "IANA services" is
>>>     not a defined term nor is it self-explanatory.  Rather it is a "term
>>>     of art," and undefined terms of art are generally to be avoided
>>>     wherever possible in drafting legal documents.
>>>
>>>     We could use the current statement of purpose in the ICANN Articles as
>>>     a jumping off point, i.e.:
>>>
>>>     The specific purpose of the Corporation is to operate exclusively for
>>>     the benefit of, to perform the functions of and to carry out the
>>>     purposes of the Internet Corporation for Assigned Names and Numbers
>>>     (“*ICANN*”), namely (i) coordinating the assignment of Internet
>>>     technical parameters as needed to maintain universal connectivity on
>>>     the Internet; (ii) performing and overseeing functions related to the coordination of the Internet Protocol ("
>>>     *IP*") address space; (iii) performing and overseeing functions
>>>     related to the coordination of the Internet domain name system
>>>     ("*DNS*"); and (iv) overseeing operation of the authoritative Internet DNS root server system.
>>>
>>>     I recognize that we'll probably want to change some of the verbs here
>>>     to more accurately reflect ICANN/IANA's role vs. that of the IETF and
>>>     RIRs, but I think this provides a good starting place for an
>>>     appropriately specific statement of purpose.
>>>
>>>     Greg
>>>
>>>     On Fri, Jul 15, 2016 at 11:35 AM, Sivasubramanian M
>>>     <isolatedn at gmail.com> <mailto:isolatedn at gmail.com>
>>>     wrote:
>>>
>>>>     Dear Chuck,
>>>>
>>>>     On Fri, Jul 15, 2016 at 8:06 PM, Gomes, Chuck<cgomes at verisign.com> <mailto:cgomes at verisign.com>  wrote:
>>>>
>>>>>     Would it work to make the following change:?  “The specific purpose
>>>>>     of the Corporation is to operate exclusively for the benefit of, to
>>>>>     perform the functions of and to carry out the purposes of the
>>>>>     Internet Corporation for Assigned Names and Numbers (“*ICANN*”) related to the IANA services.”
>>>>>
>>>>     ​Even without ​the change, 'related to IANA services' is implied,
>>>>     but there is no harm in saying it explicitly. When PTI operates for
>>>>     the benefit of ICANN, and ICANN is built up on the foundation of a
>>>>     fair accountability framework it, it necessarily follows that PTI
>>>>     would act in global public interest.
>>>>
>>>>     Sivasubramanian M
>>>>
>>>>
>>>>
>>>>>     I agree with Matthew that it is not PTI’s purpose to perform all of
>>>>>     ICANN’s functions and purposes.
>>>>>
>>>>>
>>>>>
>>>>>     Chuck
>>>>>
>>>>>
>>>>>
>>>>>     *From:*cwg-stewardship-bounces at icann.org
>>>>>     <mailto:cwg-stewardship-bounces at icann.org>  [mailto:
>>>>>     cwg-stewardship-bounces at icann.org
>>>>>     <mailto:cwg-stewardship-bounces at icann.org>] *On Behalf Of *matthew shears
>>>>>     *Sent:* Friday, July 15, 2016 5:28 AM
>>>>>     *To:* Yuko Green;cwg-stewardship at icann.org <mailto:cwg-stewardship at icann.org>
>>>>>     *Subject:* Re: [CWG-Stewardship] Purpose of PTI
>>>>>
>>>>>
>>>>>
>>>>>     Hi Yuko - thanks.
>>>>>
>>>>>     As I noted in the CWG chat yesterday I am uncomfortable with this
>>>>>     definition of the purpose of PTI:  "The specific purpose of the
>>>>>     Corporation is to operate exclusively for the benefit of, to
>>>>>     perform the functions of and to carry out the purposes of the
>>>>>     Internet Corporation for Assigned Names and Numbers (“*ICANN*”)."
>>>>>
>>>>>     This is very broad and very vague.   My understanding was that the
>>>>>     purpose of the PTI subsidiary was to perform the IANA functions
>>>>>     pursuant to an inter-company contract established between ICANN and
>>>>>     PTI.  This is very different from the proposed language.  Of course
>>>>>     we also need to see the inter company agreement to ensure that the
>>>>>     purpose of PTI is similarly parametered.
>>>>>
>>>>>     Matthew
>>>>>
>>>>>
>>>>>
>>>>>     On 14/07/2016 19:00, Yuko Green wrote:
>>>>>
>>>>>     Dear members of the CWG,
>>>>>
>>>>>
>>>>>
>>>>>      From today’s CWG call #82, we stated that we will provide the
>>>>>     transcript from the IOTF call where we discussed about the purpose
>>>>>     stated within the PTI Bylaws and Articles. Extracted below is the
>>>>>     transcript and chat history specifically around this topic. The
>>>>>     whole transcript is available at
>>>>>     https://www.icann.org/uploads/iana_work_session_asset/attachment/37
>>>>>     3/1467913551526IOTF_Call__14_transcript_06JUL16.pdf
>>>>>     and the AC room recording athttps://icann.adobeconnect.com/p3qeid579y7/.
>>>>>
>>>>>
>>>>>
>>>>>
>>>>>     ****Transcript****
>>>>>
>>>>>
>>>>>
>>>>>     Paul Kane: In the articles of association, it says the sole
>>>>>     function – apparently I haven’t read it, again I apologize –
>>>>>     function of PTI is to serve ICANN. Historically the function of
>>>>>     IANA has been to serve the community, ICANN just happens to be the
>>>>>     contract to doing it. And I don’t know if that is correct, if that’s what’s in the articles of incorporation.
>>>>>     But if that is, it sort of has lost the raison d’etre of PTI. It is
>>>>>     not a service sector of ICANN because that makes it feel like a
>>>>>     department. It’s actually trying to serve a broader community such
>>>>>     as the naming community, the protocols and the numbers. But I
>>>>>     haven’t read it so I will try and read it so I might be wrong.
>>>>>
>>>>>
>>>>>
>>>>>     Trang Nguyen: Thanks, Paul. Let me – so Section 3 of the articles
>>>>>     says this – it does say that the specific purpose of PTI is to
>>>>>     operate exclusively for the benefit of and to perform the functions
>>>>>     of and carry out the purposes of ICANN. And I want to go back and
>>>>>     double check that again the language that is in the ICANN bylaws
>>>>>     that has been adopted because I think some of this is the
>>>>>     reflection of what’s included in the ICANN bylaws. So we want to do
>>>>>     that cross check and come back to this group and see how it aligns
>>>>>     with – what’s in the ICANN bylaws. But that is currently what is
>>>>>     reflected in the PTI articles of incorporation. There are some
>>>>>     comments in the chat from James. Things that affect the agreement
>>>>>     are done by contract with ICANN for protocol and numbers means that
>>>>>     there needs to be language to that effect in the PTI articles…
>>>>>
>>>>>
>>>>>
>>>>>     James Gannon: So, yes, Paul, I had a similar comment from somebody
>>>>>     else as well from the IETF area. And I think in I suppose
>>>>>     philosophical principle, yes, it is a slight change but I think in
>>>>>     the reality the fact that both the numbers and protocol communities
>>>>>     will still contract with ICANN it needs to be very clear in PTI’s
>>>>>     documents then that, yes, it is for the purposes of fulfilling the
>>>>>     IANA functions it needs to be able to serve the owners of those
>>>>>     contracts, which is ICANN still. So I think philosophically, yes,
>>>>>     it doesn’t really sound very right, but I think for the realities
>>>>>     of running PTI and for PTI to be accountable through the mechanisms
>>>>>     that we’ve built up that there does need to be language like that
>>>>>     inside the articles to make sure that it’s clear that the – those
>>>>>     two communities have the right of PTI serving their needs but also
>>>>>     then the accountability mechanism that we’ve put into ICANN are
>>>>>     also then bound to PTI by that language going backwards. And I think Trang is right that it’s also reflected in the ICANN bylaws going downwards towards PTI.
>>>>>
>>>>>
>>>>>
>>>>>     Trang Nguyen: Thank you, James. And I see Russ has similar comments
>>>>>     in the chat as well that the contract for the protocol parameters
>>>>>     function as well as with the numbers are with ICANN and not PTI.
>>>>>
>>>>>
>>>>>
>>>>>
>>>>>
>>>>>     ****Chat****
>>>>>
>>>>>
>>>>>
>>>>>     Trang Nguyen:  The specific purpose of the Corporation is to
>>>>>     operate exclusively for the benefit of, to perform the functions
>>>>>     of, and to carry out the purposes of the Internet Corporation for
>>>>>     Assigned Names and Numbers, a California nonprofit public benefit corporation(“ICANN”).
>>>>>
>>>>>
>>>>>
>>>>>     James Gannon: I think this was Stephens comment yes? I think that
>>>>>     the fact that the agreements are done via contact to ICANN for
>>>>>     protocol and numbers means that there needs to be language to that
>>>>>     effect in the PTI articles
>>>>>
>>>>>
>>>>>
>>>>>     James Gannon: (Sorry no mic)
>>>>>
>>>>>
>>>>>
>>>>>     Paul Kane: A cross check is welcome but I hope you see my point it
>>>>>     is off target
>>>>>
>>>>>
>>>>>
>>>>>     Russ Housley: @Paul, the Numbers and Protocol Parameter communities
>>>>>     have their agreements with ICANN, not PTI.
>>>>>
>>>>>
>>>>>
>>>>>     Paul Kane: Good Point Russ
>>>>>
>>>>>
>>>>>
>>>>>     Russ Housley: @Paul, ICANN is choosing to put that work in PTI.
>>>>>
>>>>>
>>>>>
>>>>>     Russ Housley: @Paul, so PTI is an affiliate of ICANN to perform all
>>>>>     of that work
>>>>>
>>>>>
>>>>>
>>>>>     Paul Kane: ok -thanks
>>>>>
>>>>>
>>>>>
>>>>>
>>>>>
>>>>>
>>>>>
>>>>>     Regards,
>>>>>
>>>>>
>>>>>
>>>>>     *Yuko Green*
>>>>>
>>>>>     Strategic Programs Manager
>>>>>
>>>>>     Global Domains Division
>>>>>
>>>>>     Internet Corporation for Assigned Names and Numbers (ICANN)
>>>>>
>>>>>
>>>>>
>>>>>     Direct Line:+1 310 578 8693 <tel:%2B1%20310%20578%208693>
>>>>>
>>>>>     Mobile:+1 310 745 1517 <tel:%2B1%20310%20745%201517>
>>>>>
>>>>>     E-mail:yuko.green at icann.org <mailto:yuko.green at icann.org>
>>>>>
>>>>>     www.icann.org <http://www.icann.org>
>>>>>
>>>>>
>>>>>
>>>>>
>>>>>
>>>>>
>>>>>     _______________________________________________
>>>>>
>>>>>     CWG-Stewardship mailing list
>>>>>
>>>>>     CWG-Stewardship at icann.org <mailto:CWG-Stewardship at icann.org>
>>>>>
>>>>>     https://mm.icann.org/mailman/listinfo/cwg-stewardship
>>>>>
>>>>>
>>>>>
>>>>>     --
>>>>>
>>>>>
>>>>>
>>>>>     --------------
>>>>>
>>>>>     Matthew Shears
>>>>>
>>>>>     Global Internet Policy and Human Rights
>>>>>
>>>>>     Center for Democracy & Technology (CDT)
>>>>>
>>>>>     + 44 771 2472987 <tel:%2B%2044%20771%202472987>
>>>>>
>>>>>
>>>>>     ------------------------------
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>>>>>
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>>>>>
>>>>>
>>>>     --
>>>>     Sivasubramanian M
>>>>     <https://www.facebook.com/sivasubramanian.muthusamy>
>>>>     <https://www.facebook.com/sivasubramanian.muthusamy>
>>>>
>>>>     _______________________________________________
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>>>>     https://mm.icann.org/mailman/listinfo/cwg-stewardship
>>>>
>>>>
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>>     --
>>     Andrew Sullivan
>>     ajs at anvilwalrusden.com <mailto:ajs at anvilwalrusden.com>
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>
>     -- 
>
>     --------------
>     Matthew Shears
>     Global Internet Policy and Human Rights
>     Center for Democracy & Technology (CDT)
>     + 44 771 2472987 <tel:%2B%2044%20771%202472987>
>
>
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>     https://mm.icann.org/mailman/listinfo/cwg-stewardship
>

-- 

--------------
Matthew Shears
Global Internet Policy and Human Rights
Center for Democracy & Technology (CDT)
+ 44 771 2472987

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