So nothing, really, in this arrangement serves as a constraint on the ICANN Board. If ICANN "misbehaves," PTI won't be able to find a new partner (or terminate its contract with ICANN), but if PTI misbehaves ICANN will be able to do both of those things. I thought that one of the virtues of the "Contract Co." approach was that, with truly independent bodies, each would function as a constraint on the other, and that seems to have gotten lost here; whatever constraints there will be on the ICANN Board won't come from the IANA functions side but through the "accountability" mechanisms, I suppose. MM: You’re forgetting about the periodic review process. If ICANN’s “misbehavior” is such that it is trying to make sure that PTI is the IANA functions operator when the community doesn’t want it to be, the review function can require the board to change IANA. If, on the other hand, ICANN misbehaves by trying to use its (very indirect) control of IANA to implement root zone changes that are not actually properly authorized as policies, then the existence of an independent PTI with its own staff and board makes that a bit more difficult, and much more transparent. I think there is also an appeals process. It seems to me that the kind of “constraint on the ICANN board” you sound interested in are constraints on the ICANN board _as policy maker.”_ But those do indeed have to come from the CCWG process. --MM Regards sent from Google nexus 4 kindly excuse brevity and typos. On 26 Apr 2015 14:20, "David Post" <[log in to unmask]<mailto:[log in to unmask]> > wrote: Thanks, Avri, for your response - very helpful. I understand the point that there are LOTS of details still to be filled in, so I suppose I can postpone some of my questions until those are on the table.   But this arrangement worries me, because in the ordinary sense, a wholly-owned subsidiary is most definitely not independent of its parent - in fact, the very opposite is usually true - and I'm just not aware of a lot of models where something like this actually works to counter that inherent dependence. Maybe there are such things out there and I'm just not aware of them, and maybe the right combination of ICANN and PTI by-law provisions, and contract language, and procedures for selecting the PTI Board can be devised to give the PTI Board real independence, and I just haven't seen them yet. But without independence from the ICANN Board, the possibility that it would ever actually exercise the "option of creating a RFP (request for proposal) and possibly finding a new IANA function operator" (even though its parent corporation and sole Member (i.e. ICANN) does not want it to do that) strikes me as pretty slim, and without the ability to do that its not really independent at all. David At 04:51 AM 4/24/2015, Avri Doria wrote: Hi, The original positions in the CWG ranged from maintaining the status quo to a completely free standng IANA model. The supporters of both of these options have strong reasons and resolve. We were making no progress on finding agreement. A hybrid position was offered after the Singapore meeting, proposing a shared service held by the 3 operational communities: names, number and protocols. This offered both legal separation but joint affiliation with the various operational communities. That could not be accepted becasue the other communities did not want to take on the extra repsonsiblity and objected strongly to the Naming commmunity coming up with a solution that presupposed their participation. So we ended up coming down to a single member affiliate. Those who supported the full free standing IANA proposal, mostly, accepted that having legal separation was a minimum, but could be acceptable as a first step, with other steps possible in the future if necessary. Since IANA would be subsidiary to ICANN we are therefore also including in the model, probably in a fundamental bylaw, a process by which further separation could be achieved if necessary. This is described in the proposal. Briefly, the IANA Function Review (IFR) Team (IFRT) could recommend that there was a problem with the then current arrangement and recommend that further separation discussions be initiated. The current proposal is still open on whether at that point: - a Cross Community WG, similar to the CWG-IANA or to the ICG (IANA stewardship transition Coordination Group), would be established to work on that issue with the option of creating a RFP (request for proposal) and possibly finding a new IANA function operator. - the IFR team itself could then begin the work on a RFP and finding a new IANA Function Operator. The CWG is looking for community opinion on these alternatives, so if NCSG has a recommendation, it would be a good thing to offer in our comments. In terms of the degree of control that ICANN has of the affiliate, we are still discussing the degree to which the affiliate will be subject to ICANN mangement and working for as much independent action as possible. The contract between ICANN and its affiliate would define the relationship as well as the requirements on each side. The Post Transtion IANA (PTI) would have its own largely independent Board. Devils and details still abound. avri (NCSG member on the CWG-IANA) On 23-Apr-15 11:27, David Post wrote: Milton/All I'm sure this was talked about at length during the development of the proposal, but it does seem rather odd to me that "functional and legal separation" between the IANA naming functions and ICANN (which I agree is an important principle) has been implemented in this proposal by means of setting up a new corporation that is a wholly-owned subsidiary of ICANN's (with an ICANN-designated Board - sec III.A.i.b). Can you say a few words as to why you think that provides for the necessary independence? The PTI Board will be answerable to the ICANN Board, because ICANN is the only "member" of PTI - ?? David The At 10:58 AM 4/23/2015, Milton L Mueller wrote: Dear NCSG-ers:  The domain names part of the IANA transition is finally being formed. A draft proposal was released yesterday and it is open for public comment.  In my view, this is a big win for accountability. By legally separating the IANA functions operator from ICANN, it will be easier to hold ICANN’s board and staff accountable for the policy making process, and easier to hold the post-transition IANA accountable for its performance of the IANA functions. Lines of responsibility will be more direct, and policy more clearly separated from implementation.  The proposal also promotes accountability by creating a periodic review process that could allow the names community to “fire†the existing IANA if there was great dissatisfaction with its performance. This enhances the accountability sought by the numbers and protocols communities as well as creating separability for the names community for the first time.  The legal affiliate structure seems to have found the middle ground in the debate over ICANN’s role in the IANA functions. Although IANA will still be a subsidiary of ICANN, Inc., thus defusing any concerns about creating new organizations, it will have a separate board and a clearer line of demarcation between the politics of ICANN the policy maker and the technical coordination functions provided by the IANA functions operator.  You can read the (very long) proposal here:  https ://www.icann.org/news/announcement-2015-04-22-en<https://www.icann.org/news/announcement-2015-04-22-en>  You can comment on it here:  https://www.icann.org/public-comments/cwg-stewardship-draft-proposal-2015-04-22-en   ******************************* David G Post - Senior Fellow, Open Technology Institute/New America Foundation blog (Volokh Conspiracy) http://www.washingtonpost.com/people/david-post book (Jefferson's Moose) http://tinyurl.com/c327w2n <http://tinyurl.com/c327w2n%A0%A0> music http://tinyurl.com/davidpostmusic publications etc. http://www.davidpost.com   ******************************* ________________________________ [Avast logo]<http://www.avast.com/> <http://www.avast.com/>  <http://www.avast.com/> This email has been checked for viruses by Avast antivirus software. www.avast.com<http://www.avast.com/> ******************************* David G Post - Senior Fellow, Open Technology Institute/New America Foundation blog (Volokh Conspiracy) http://www.washingtonpost.com/people/david-post book (Jefferson's Moose) http://tinyurl.com/c327w2n    <http://tinyurl.com/c327w2n%A0%A0%A0%A0%A0> music http://tinyurl.com/davidpostmusic publications etc. http://www.davidpost.com      ******************************* ******************************* David G Post - Senior Fellow, Open Technology Institute/New America Foundation blog (Volokh Conspiracy) http://www.washingtonpost.com/people/david-post book (Jefferson's Moose) http://tinyurl.com/c327w2n <http://tinyurl.com/c327w2n%A0%A0%A0%A0%A0%A0> music http://tinyurl.com/davidpostmusic publications etc. http://www.davidpost.com <http://www.davidpost.com /> *******************************