[CWG-Stewardship] Purpose of PTI

Wed Jul 20 20:00:54 UTC 2016

It's the lack of a crisp definition that made me propose the "certain registries and certain zones" language. 

-- 
Andrew Sullivan 
Please excuse my clumbsy thums. 

> On Jul 20, 2016, at 21:17, Flanagan, Sharon <sflanagan at sidley.com> wrote:
> 
> We prefer the version Suen circulated which includes the “exclusively” for the benefit language as that tracks the Internal Revenue Code provision.
>  
> With respect to defining IANA, we agree with Greg that ideally it would be defined.  Is there a definition that already exists that can be used?  If not and that term is well understood, then we would be ok not defining it.
>  
> (Note that I don’t have CWG posting rights.)
>  
> SHARON R. FLANAGAN
> 
> 
> SIDLEY AUSTIN LLP
> +1 415 772 1271
> sflanagan at sidley.com
>  
> From: Gomes, Chuck [mailto:cgomes at verisign.com] 
> Sent: Wednesday, July 20, 2016 10:50 AM
> To: matthew shears; Seun Ojedeji
> Cc: Lise Fuhr; Andrew Sullivan; cwg-stewardship at icann.org; jrobinson at afilias.info; Flanagan, Sharon
> Subject: RE: [CWG-Stewardship] Purpose of PTI
>  
> Let’s let Sharon and Sam help us word this as planned on the call yesterday.
>  
> Chuck
>  
> From: matthew shears [mailto:mshears at cdt.org] 
> Sent: Wednesday, July 20, 2016 1:07 PM
> To: Seun Ojedeji
> Cc: Lise Fuhr; Andrew Sullivan; cwg-stewardship at icann.org; jrobinson at afilias.info; Flanagan, Sharon; Gomes, Chuck
> Subject: Re: [CWG-Stewardship] Purpose of PTI
>  
> 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> 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>; 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] On Behalf Of Andrew Sullivan
> Sent: Tuesday, July 19, 2016 9:26 AM
> To: 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>
> wrote:
>  
> Dear Chuck,
>  
> On Fri, Jul 15, 2016 at 8:06 PM, Gomes, Chuck <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] *On Behalf Of *matthew shears
> *Sent:* Friday, July 15, 2016 5:28 AM
> *To:* Yuko Green; 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 at https://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
>  
> Mobile: +1 310 745 1517
>  
> E-mail:  yuko.green at icann.org
>  
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>  
>  
>  
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> --
>  
>  
>  
> --------------
>  
> Matthew Shears
>  
> Global Internet Policy and Human Rights
>  
> Center for Democracy & Technology (CDT)
>  
> + 44 771 2472987
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> Sivasubramanian M
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> Andrew Sullivan
> ajs at anvilwalrusden.com
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> --------------
> Matthew Shears
> Global Internet Policy and Human Rights
> Center for Democracy & Technology (CDT)
> + 44 771 2472987
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> Matthew Shears
> Global Internet Policy and Human Rights
> Center for Democracy & Technology (CDT)
> + 44 771 2472987
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