Dear all,

In this week's NCSG policy committee call we discussed the upcoming public
comments. The most outstanding issue ahead of us is definitely the post
transition IANA (PTI). There are three upcoming public comment periods
related to this issue:

31/07: Draft PTI Articles of Incorporation
https://www.icann.org/public-comments/draft-pti-articles-incorporation-2016-07-01-en

07/08: PTI Governance Documents
https://www.icann.org/public-comments/pti-governance-documents-2016-07-08-en

11/08: Draft PTI Bylaws
 https://www.icann.org/public-comments/draft-pti-bylaws-2016-07-12-en

We agreed that, in order to save time and efforts, the best approach would
be to create an NCSG drafting team to work on these PTI consultations.
Matthew Shears volunteered to be the facilitator, but we definitively need
the inputs and experience of others in our group. Matt will guide us
through the next steps. He already started the conversation about a week
ago (please refer to his previous message below).

Please step forward if you can assist on this important task.

All the best wishes,
Marilia

---------- Forwarded message ----------
From: matthew shears <[log in to unmask]>
Date: Thu, Jul 14, 2016 at 1:05 PM
Subject: [PC-NCSG] PTI bylaws - items for possible discussion
To: PC-NCSG <[log in to unmask]>


Hi all
Quickly reading through the proposed PTI by-laws (circulated to the CWG
yesterday and on the ICANN website
https://www.icann.org/en/system/files/files/draft-pti-bylaws-12jul16-en.pdf
) I note the following (BUT I am sure that I have missed some points worthy
of discussion):

1.    principal office issue (Art 2)

"The principal office for the transaction of the business of the
Corporation may be established at any place or places within or without the
State of California by resolution of the Board.  The Board may at any time
establish branch or subordinate offices at any place or places where the
Corporation is qualified to transact business."

Q.  Why would the power to determine the principal office of PTI not be
subject to the same rules as for ICANN's place of business - if there is a
change surely the empowered community should have a say, and not just the
PTI Board (assuming Board in the article means PTI Board)?   We have the EC
involved significantly in the decision-tree for PTI - why not in
determining its place of business as we do for ICANN itself?

2.    purpose of PTI (art 3)

"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*”)."

Q. I thought that the purpose of the PTI subsidiary was to perform the IANA
functions pursuant to the inter-company contract established between ICANN
and PTI?


3.    Removal of Director (Art 5.6.2) - isn't the first sentence in
contradiction with the other three paras?  it says may be removed w/out
cause but then lists the causes....  May be this is just legalese....


4.  Responsibilities of officers (Art 7.6.1) - role of President.  Given
that we are suggesting that the Chair of the Board be, as is possible,
nominated to the ICANN Board by the nominating committee - do we really
want the President - who will be an ICANN appointee (typically the manager
of the IANA functions) - to assume the role of Chairperson in the latter's
absence?  Why would we not suggest that the other nominating committee
appointed Director be the replacement if the Chair is absent to ensure a
balance of interests/independence?

These bylaws are now also up for public comment:

https://www.icann.org/public-comments/draft-pti-bylaws-2016-07-12-en

Matthew

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



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