ICANN Board Meeting in Shanghai
Real-Time Captioning
31 October 2002
Note: The following is the output of the real-time captioning taken during the ICANN Board Meeting held 31 October 2002 in Shanghai, China. Although the captioning output is largely accurate, in some cases it is incomplete or inaccurate due to inaudible passages or transcription errors. It is posted as an aid to understanding the proceedings at the session, but should not be treated as an authoritative record.
ICANN Board
Meeting
Shanghai, China
Thursday, 31 October 2002
Board Meeting
Morning Session
Afternoon Session
Internationalized Domain Names
(Proceedings begin at 08:41 a.m. local time.)
Vinton Cerf: Okay. Looks like we have all of the Board members present. Where is Alejandro? I....
Stuart Lynn: Right outside.
Vinton Cerf: He keeps floating in and out like a ghost.
All right. Well, I think we'll start anyway.
All right. Let me convene the Shanghai meeting of the ICANN Board. Welcome, everyone. It's October 31st, and we have a moderate agenda for today. But it's certainly ambitious, because we are going to go over the new bylaws that will implement the Evolution and Reform Committee's recommendations.
Vinton Cerf: We also have – actually, in deference to brother Schink, I have a first item on the agenda, which is agenda-bashing. So the first question I have is if there is any modification anyone wishes to make to the agenda. We have the evolution and reform bylaws discussion. We have a discussion on internationalized domain names and the committee activity associated with that. We have an action item with regard to the CEO search. We have an action item with regard to a letter that ICANN has received from VeriSign. We have a proclamation, formal proclamation to make about the LACNIC initiation. We have our traditional formal thanks to our local hosts
We have a new item on the agenda called "new business."
And (feedback) –
Okay. I hope that that was a temporary effect.
And then I will invite the Board to add items to the new business part of the agenda when we get there.
So the first question is whether any other Board member wishes to make any changes to that agenda.
Okay. Amadeu.
Amadeu Abril i Abril: Not simply – perhaps we have some things that we could discuss at the end. But I don't know whether you think we should bring them up right now or wait for that part of the agenda.
Vinton Cerf: I'm happy to wait until we get to the end of the formal agenda and then we'll put things on as you see fit.
Vinton Cerf: Let me start with the evolution and reform discussion.
We have made a moderate number of changes to the October 23 draft of the bylaws. The origins of these changes are, in large measure, a consequence of discussions that were held yesterday and other communications that we have received from the community, including the GAC recommendations that we heard yesterday, also recommendations coming from the ALAC and other sources.
So I have asked Louis Touton if he would walk through a red-line version of the draft bylaws so that the Board can see, and the rest of the participants can see the changes from October 23 to the present.
And we can talk about those changes and see whether the Board approves them.
So we need to get the draft bylaw red-line up on the screen, if we can.
Yes, Andy.
Andy Mueller-Maguhn: I still – before we get to the details of the rse, I still see the concerns that were also raised in the internal Board meeting that we don't seem to be in support of the ccTLDs and the RIRs with its work. Maybe we can take two minutes here also that other Board members can make comments or suggestions on that issue.
Vinton Cerf: Andy, what I would prefer to do is to go through the bylaws, make sure that we have an understanding of those changes. You will see in the bylaws that there are placeholders where there is still work to be done developing the relationships with these other parts of our ICANN organization. But I would rather – I accept your point. I don't want to lose it. But I prefer to go through the bylaws now and get that out of the way, and then we'll deal with any other discussions regarding those two bodies after we finish that.
So, Louis, let's begin. First of all, we changed the date of the draft to today.
So if we could scroll down.
Louis Touton: All right. Where's my microphone?
Just a moment, Vint.
Vinton Cerf: We're having a problem. We're missing a mouse. Okay.
Louis Touton: No, no, a microphone.
Vinton Cerf: Oh, microphone. Aha.
Louis Touton: Just a moment here.
Okay.
Vinton Cerf: Ivan, in case you're wondering and anyone else is listening in Internet land, we're trying to arrange things so that Louis can be heard as we walk through the modified agenda – modified bylaws.
Okay. So we've just moved Louis to the stage at the lectern.
Ivan, you should have an e-mail with this modified version of the bylaws in it.
Could we just confirm, Louis, that Ivan is on the call still? Ivan, are you there?
John Crain: He was on the call.
Ivan Moura Campos: Hello.
Louis Touton: Is that you, Ivan?
Ivan Moura Campos: Yeah, that's me.
Vinton Cerf: Okay. Thank you. Just double-checking.
All right, Louis is now on the stage, and we have up on the screen the edited bylaws.
So, Louis, let's walk through the changes.
Louis Touton: Yes. And just for the Board members' information, Stuart is right now circulating a copy of the resolutions, but we're focusing right now on the bylaws. And John will step through.
What this document is, is it's a red-line showing changes from the October 23rd version which was posted and discussed yesterday.
As Vint said, the first change is simply to change the date of the draft. And if John will arrow forward to the next change.
Okay. Hold on.
Amadeu Abril i Abril: (Inaudible.)
Louis Touton: Okay, John, could you make the on-screen text a little larger?
Steve, do we have a portable microphone?
Steve Conte: Yes, we do.
Louis Touton: Let me go back there, it's a little easier to manage.
Andy can explain this one.
Andy Mueller-Maguhn: So to explain the reason why this was changed, I had the idea, I think it very important, because I missed in the work of the Evolution and Reform Committee the – looking at the structure of CEO and staff as well, the ERC mostly looked at the structure of ICANN and the Board, but not on the performance and the compatibility of staff and CEO work with the policy adopted by the Board brought from the structure.
So, originally, I wanted to have here "in performing its mission, the following core values should go at the decisions of the ICANN Board of Directors, the Board, the work of ICANN CEO, and staff," and so on.
And we agreed that it would be more easy to have it saying here "guide the decisions and actions of ICANN," which, of course, includes CEO and staff.
Vinton Cerf: Not only does it include CEO and staff, but it, essentially, includes all of our activities. And so I think that – that formulation, Andy, is far more comprehensive and more in line with our intent for the core values. So I thank you for making that recommendation.
Let's move on, Louis.
Louis Touton: All right.
Okay. The next change is in the –
Andy Mueller-Maguhn: Sorry. I got one in between, or I wish one in between. Because you already stepped to Section 6. Now could you please go back to Section 2.
Louis Touton: Vint, I was going through the changes in the draft, and Andy is wanting to know whether to go through –
Vinton Cerf: I would like to go through the changes, if we could. What is it about Section 2?
Stuart Lynn: Mr. Chairman, can I make a proposal that I think would ease this?
That Louis go through the changes in the draft. At some point, a motion is put on the table with this set of written changes and so forth. And any member of the Board who wants to suggest amendments do that by proposing an amendment with their specific requested change. That's the normal parliamentary way of addressing changes in something of this kind.
Vinton Cerf: That's fine.
What we're doing, we have a document that we are going to start with. So let's go through that. Hang on to the Section 2 modification.
Stuart, I appreciate the suggestion.
So let's go on now to Section 6.
Louis Touton: Okay. It's Article III on transparency, Section 6. On the length of time that items are posted on the web site that are policies considered for adoption that substantially affect the operation of Internet or third parties, propose to extend the proposed 14 days to 21 days in view of comments in the public forum yesterday.
The next change is also in Section 6 of Article III, specifically, 6.1.c. And this is a change prompted by some comments provided by the Governmental Advisory Committee. And you can see the language there that it relates only to those policies affecting public policy concerns and stating that the opinion of the Governmental Advisory Committee will be sought and taken duly – and any response that's timely received from the GAC will be duly taken into account by the Board.
I'll move to the next one, unless someone wants to interrupt with questions.
Vinton Cerf: Let's move on.
Louis Touton: Next –
(From audience): may we have it bigger on the screen? Because we can't read that.
(From audience): I wanted to ask to make it a little bit bigger.
Louis Touton: Okay. Hold on.
Try this.
Vinton Cerf: Ivan, for your information, we're simply blowing up the text on the screen so people can see it here.
Louis Touton: Okay.
Ivan Moura Campos: I'm following on my own text here, trying to.
Louis Touton: Okay. The next change is in Article IV, Section 2, regarding reconsideration. And this is a clarification point that we got from a comment, just that not only natural persons, that is, human beings, but also entities could seek reconsideration. And there are a series of words changed to implement that.
The next change is in the same Section but part 5.a, which had provided that the time limit for reconsideration requests was 30 days after the sooner of information about a challenged Board action being made public in a public meeting, or by a published report.
We have – in response, again, to a comment – changed it to be directed – to be measured only in terms of the public report, the written report, to avoid disadvantaging those who might not attend ICANN Board meetings.
And then also in 5.c, again, response to an editorial comment that the word "necessary" didn't have any particular meaning and might be confusing, so it was removed.
Also in the reconsideration Section, part 6.h, just to make clear that in presenting a reconsideration request, a part – about an action of the Board or inaction of the Board, the party seeking reconsideration should explain why information – that there was information not considered by the Board, and if it was not presented to the Board, the reasons why the party making the request didn't submit it to the Board in time for it to be considered in the first place.
Vinton Cerf: I'm sorry, the – I'm actually confused about that one.
Would you go back.
Louis Touton: Okay.
Vinton Cerf: What is the circumstance that this paragraph is trying to deal with?
Louis Touton: Okay. This paragraph deals with the materials that one is required to provide with a reconsideration request.
One of the grounds for reconsideration request in the earlier bylaws related to Board action without full information.
And this merely says at the tail end that in your request, if the information wasn't presented to the Board, the party making the request should state the reasons why it did not provide it to the Board before the Board acted to prevent what's known perhaps in American vernacular as sand-bagging.
Vinton Cerf: Okay. I understand.
Louis Touton: Yes.
Also in the reconsideration Article, Section – and part 9, specifically, to make clear that reconsideration requests are post- – or reconsideration committee determinations as to whether to decline or proceed to consider a reconsideration request are posted on the web site. And that's just language there to make clear what was the intention but wasn't expressly stated.
Next one is – next two are strictly editorial.
Also the reconsideration Section 17, again, a clarification point to make clear that what's posted on the web site is the final recommendation of the reconsideration committee.
And reconsideration, again, in Section 19, which deals generally with reports that the reconsideration committee is required annually to make their series of just clarification changes in terms of the – what's reported for what period. And, basically, it's done on a calendar-year basis. And you can see a repeated set of editorial changes to clarify that, which was pretty muddy in the 23rd October bylaws.
In item f of this, there's just more of a clarification that one of the elements is for reconsideration requests that were denied, what is being sought by this particular item is an explanation of any other mechanism, such as independent review, ombudsman, and so forth, that were available, so that the Board can assess based on the annual report whether the reconsideration policy in connection with the other review policies that ICANN has in place are comprehensive.
And addition of a Section that – 20, so that the annual reporting is also supplemented by aggregate information from the beginning of the time of the – these bylaws.
Now moving to independent review, which is Article IV, Section 3, the changing of decisions to declaration in several places in part 12 is just for precision because it was previously referred to as a declaration of the independent review panel.
And in 15, where feasible, the Board shall consider an IRP declaration at the Board's next meeting, and see how to address it.
I should talk a little to the point of what "where feasible" specifically means here is, in the bylaws, there are a number of consultation requirements, for example, with supporting organizations and the Governmental Advisory Committee. And it may be that if an independent review declaration concerns a matter of policy, a decision of policy, that those consultations would have to be – to go forward before the Board could consider the independent review declaration.
So –
Vinton Cerf: Sorry. Just for clarification, Louis, so the point here is simply that we would deal with any IRP declaration as soon as we could, at the next Board meeting, unless there were other actions required to process that – the action of the independent review panel?
Louis Touton: Yes.
Okay.
Down in Section 4 on – I guess Article IV, Section 4, periodic review, a couple of changes requested by the Governmental Advisory Committee in their document yesterday.
Just to make clear that in the case of the Governmental Advisory Committee, these will be done on a – by the committee itself.
I note here that, just editorially, it says GAC.
It actually should be spelled out Governmental Advisory Committee, and I'll fix that in a bit.
In Article VI, Section 5 on international representation, this is generally the Article about the Board.
And what's been done here is simply to emphasize that not only geographic diversity but functional diversity is a valued component, and this is to make it consistent with other parts of the bylaws, including the core values.
Now we're off to, again, Article – the Board article, Article VI, Section 9 in talking about nonvoting liaisons.
The Governmental Advisory Committee requested that some words about the establishment of the Governmental Advisory Committee's section in the bylaws be removed, and that's been done.
A Section was added in response to a public comment to make clear that nonvoting liaisons are not compensated but instead act as volunteers without compensation, other than, of course, like Board members, they can receive reimbursement of certain expenses.
In response – and finally, in this Section 9 of Article V, the Governmental Advisory Committee prompted this change, and basically makes clear that liaisons, in order to effectively accomplish their acts as liaisons, are expected to share and consult with their respective committees or organizations from whence they come, but with respect to confidential documents and so forth, the Board can establish the conditions that may be appropriate in handling those.
That was consistent with the comments of Dr. Twomey yesterday.
In Article V, Section 13, the timing of the annual meeting – this was actually one of – a lawyer-inspired comment, was changed to make it just in the fourth quarter of the calendar year rather than in the specific weeks of specific months for some technical timing reasons.
There were some issues that appeared that the former language might present.
We're now down into Article VII which is about the nominating committee.
There are a couple of changes that have the effect of changing the Governmental Advisory Committee's contribution to the nominating committee from a voting delegate to a nonvoting liaison, and that's what this is about in Section 2, sub 5.
Also in Section – still in Section 2 which is about the composition of the nominating committee, sub 8.g, slight rewording.
It previously said one delegate to the nominating committee will be designated to the Board to represent academic or other public organizations, and based on a comment that we received, it changed it to academic and similar organizations, because first of all, not all academic organizations are public, and secondly, just "other public" was broader than intended and probably unclear because of different meanings of the word "public," particularly in different parts of the world.
Down here, the deletion of "k" is just associated with changing the Governmental Advisory Committee's representation on the nominating committee from a voting delegate to a nonvoting liaison.
Generally on diversity to guide the nominating committee, as well as its selection for the Board and otherwise, the tail end of the Section 5 has been changed to point to core value 4 about diversity rather than the particular things that were highlighted here.
And this was just for technical reasons to make it consistent in what kinds of diversity the bylaws are seeking to promote.
Section 6 and 7 regarding the nominating committee have been added to provide administrative and operational support, and to enable the nominating committee to establish procedures as deemed necessary, which will be published on the ICANN web site Article VIII concerns the address supporting organization.
As stated in the October 23rd bylaws, it was essentially, with a couple of judgments, the same as in the present bylaws.
There are ongoing discussions with the regional Internet registries regarding the content of this in the future and that's been accommodated by inserting the bracketed item "subject to continuing discussion" at the beginning of Article VIII.
There's actually not a change at all there; okay.
Clarification down in Article X on the generic name supporting organization, Section 4, just to make clear that the prohibition on travel – reimbursement of travel expenses was for GNSO participants.
The reason for this change was to avoid the inference that ICANN was supposed to provide administrative and operational support and then not be able to send staff members – provide that administrative and operational support to GNSO meetings.
So just to remove an internal inconsistency that was raised by a comment.
Again, Article X, Section 5 on constituencies, part 3, there was extensive public comment yesterday, overwhelming public comment, that the proposal to limit participation in constituencies to each person or entity participating only in a single constituency was inappropriate, and based on that comment, in this draft that's been changed to revert back to the present provision that states more or less the opposite rule that no individual or entity can be excluded from participation in a constituency merely because that individual or entity is participating in another constituency.
Now we're getting down to Article XI-A, Section 2 on advisory committees and these are in the main perhaps prompted by suggested by the Governmental Advisory Committee in its document yesterday.
As you can see in Section 2.1.b, there's an elimination of the ability of the ICANN Board to designate governmental organizations and treaty organizations to the Governmental Advisory Committee.
Instead, that's a function reserved to the GAC itself through its chair.
Vinton Cerf: Excuse me, Louis.
It's worth pointing out, the only reason that text was in there was at the very beginning of ICANN's formation there was no GAC and so the Board had to create it.
And so it needed to make those invitations itself; but now that we have a GAC with a structure and an organizational set of procedures, it doesn't need for ICANN Board to invite people to join the GAC.
The GAC can do that, and that's why this text is being struck out.
Louis Touton: Okay.
Moving on again to Section 2.1.c, in addition, at the Governmental Advisory Committee's request, this change enables the GAC to adopt its own charter and internal operating principles.
Previously it just said operating principles and procedures.
There were a series of changes removing the phrase "from time to time" because the Governmental Advisory Committee members viewed them, as I understood, overly legalistic, and those have been made.
In "h" here, again, these are requests of the Governmental Advisory Committee for a consultation mechanism, about taking duly into account any timely response.
First, notifying the chair of the GAC, and then taking into account any timely response in the activity.
"i," "j," "k" are new items requested by the Governmental Advisory Committee, and just to summarize them briefly, "i" makes clear what is probably already the case in bylaws, but that the Governmental Advisory Committee can act on its own initiative or at the request of the Board.
"j," stating that the advice of the Governmental Advisory Committee, both in the formulation of policies at the supporting organization or advisory committee level, and in the adoption of policies at the Board level shall be taken duly into account, and that in the event that the ICANN Board determines to take an action that's not consistent with the GAC advice, it will inform the GAC and state why not, and then there will be a conciliation procedure.
And finally, in "k," if you can't find a solution, the ICANN Board will again state its reasons and the will be without prejudice to rights or obligations falling within the GAC responsibilities.
We now have a couple of changes and a renumbering that's apparently needed.
In the Article XI, I guess it's Section 2 about the At-Large Advisory Committee, providing that the At-Large Advisory Committee may designate a nonvoting liaison to the GNSO council, there were a variety of comments generally in this regard.
And in looking at them, this is one that appeared to be clearly safe to do.
Vinton Cerf: I'm sorry; let's go back to that.
The point about that, the only reason for referring to the Transition Article is simply to take into account that during the period of transition to these bylaws, the At-Large Advisory Committee may have a great many things on its plate to deal with and doesn't necessarily need to have liaisons at GNSO or elsewhere.
So the point here is simply to make sure that in the steady state after the transitions have occurred to the new bylaws, that the At-Large Advisory Committee does have the power to have a liaison, nonvoting liaison on the GNSO council, but during the period of transition, that's an open question.
Louis Touton: Yes, that's correct. And just to underscore, if you go through the sections on the At-Large Advisory Committee, one sees a lot of things to be done, including nurturing the creation of at-large regional organization.
Vinton Cerf: RALO means regional at-large organization?
Louis Touton: Yes.
And there are ultimately to be five of those, one in each region.
Okay.
Now we're to Article XI-A concerning external expert advice.
At the GAC's request, this has been renamed, though, in slightly a different fashion than suggested.
In Section 1, rewording of purpose, that was really to make it more readable and not intended to have any effect on the meaning.
In Section – Section 1, part 2, types of expert advisory panels, just making clear that to the extent a non-international organization type expert advisory panel deals with concerns of public policy, the provisions of the international organization, or some of the provisions, the international organization provisions would apply
In subsection 3, there's a series of changes requested by the Governmental Advisory Committee that again just deal with its role in serving as a channel for the Board in obtaining or seeking the advice of international treaty organizations and multinational governmental organizations.
Vinton Cerf: Louis, just one comment, to go back a bit in b and c.
Louis Touton: Yes.
Vinton Cerf: It should be – I hope it's clear that these various advices coming from the GAC don't limit our scope for obtaining expert advice.
So, for example, in "c," let's see, the Board transmit any requests for advice from....
I'm sorry; I'm looking at "b." The Board shall, as appropriate, consult with the GAC regarding appropriate source from which to seek advice.
And I would welcome any such input.
But I want to make sure that it is clear that the Board is also free to seek advice from parties other than those recommended by the GAC; is that correct?
Louis Touton: Yeah.
Just two comments about this.
First, this provision was the one that was cross-referenced up here.
It only applies when the Board is seeking advice about issues concerning public policy, first of all.
And secondly, the substance of "b," as you'll see, is merely a consultation requirement.
And once consultation is completed, the Board is to use its judgment about how to proceed.
Vinton Cerf: So we may get advice from the GAC about which organizations to consult with regard to public policy, and we may very well consult with them, but we are not constrained to consult only those that have been recommended.
Louis Touton: That's correct.
Part 4 here just relates to the advice sought on matters other than public policy.
And you'll see throughout these GAC-inspired changes, it's a bit of a realignment of the two classes of external advice.
In the October 23rd bylaws, the distinction was between advice to – sought from multinational governmental and international treaty organizations on one hand, and on – from any other organization on the other.
And this has been reformulated according to the GAC's suggestions to be advice on matters concerning public policy and advice concerning other matters.
Section 5 just is really technical changes.
Section 6 is a substantive change in that in the October 23rd bylaws, it provided that the material from the multinational government, international treaty organizations would come back from – or through the Governmental Advisory Committee, in part because of the reclassification I just talked about, so that now this applies not only to the treaty organizations but also to other organizations that ICANN may be seeking external advice from regarding matters of public policy; that the GAC would not be a conduit back, but would have the opportunity to comment on that advice.
Vinton Cerf: Just a question about that, Louis.
Within this section, are there any time frames laid out so that this provision 6 doesn't wind up being – having the effect of a kind of pocket veto where we've received advice from an external committee, we're prepared to act on that advice; the GAC has an opportunity to respond; however, it fails to do so, in which case there's an infinite period of time before we're able to do anything.
Louis Touton: As you'll note, it just requires that there be an opportunity to comment by the GAC, not any specific time frame, particularly not an indefinite time frame.
Vinton Cerf: So –
Louis Touton: This same issue came up I think three places in the bylaws, and in this case we took care to ensure that inaction, for whatever reason, by the Governmental Advisory Committee would not block moving forward.
Stuart Lynn: I have a question that relates to that, too.
You used the phrase, when you said "public policy," "matters of public policy," it's not clear to me this paragraph 6 as worded is limited to matters of public policy.
Louis Touton: It's also not limited to the Governmental Advisory Committee, if you read it.
That all supporting organizations and advisory committees are to have an opportunity to comment on external advice.
That's, in fact, more or less –
Stuart Lynn: I see.
Louis Touton: – naturally met by Section 5 right above, since things are posted.
The advice has to be in written form.
Well, and obviously it should be posted in order to give people the – the advisory committees and the supporting organizations the opportunity to comment on the advice.
Andy Mueller-Maguhn: But isn't number 6, then, the red indent, number 5?
Louis Touton: I'm sorry, I didn't understand.
Andy Mueller-Maguhn: Isn't number 5, then, already covering that, what number 6 says here?
If other ICANN body carrying out policies –
Vinton Cerf: No, 5 and 6 are very different.
5 simply says we're not bound by the advice we get.
Number 6 says that the Governmental Advisory Committee, in addition to the other committees, will have an opportunity to comment on the advice that we got.
Those are two separate things.
One, we're not bound by the advice; and two, they can comment on it.
Louis Touton: Okay.
Moving on, it was pointed out that there is a conflict of interests section in Article VI concerning the Board and Board members, but there was no similar section applicable to – explicitly applicable to officers.
Of course the President is both an officer and a director, so he was applied, but people such as the Vice President were not subject in the bylaws to a conflict of interest section.
And Section 9 has been added.
It tracks the periodic disclosure requirements of the conflict of interest section relating to Board members.
I should say that in practice, the conflict of interest policy that ICANN has adopted does apply to both officers and directors.
So this is already complied with.
But it was felt useful to explicitly state it in the bylaws.
Down in the fiscal matters section, which is Article XVI, a change was made in Section 4 regarding the annual budget to make clear or to enshrine in the bylaws the practice of posting the proposed annual budget on the web site. As was pointed out at an ERC meeting with the ccTLD constituency, it did not say that, and it's been taken into account.
It, again, has been ICANN's practice, of course, to, since the time of the Task Force on Funding in 1999, to have a budgetary process that involves the posting of many versions of the budget at various stages.
In Section 5, again, fees and charges will be published for public comment prior to adoption.
This is also required elsewhere in the bylaws, up in the transparency, Article III, but it was felt useful to point it out here.
And those are the changes that are in the draft that is being presented.
And I'm now going to make that little correction about GAC that I talked about, but turn the floor back to you, Vint.
Vinton Cerf: Okay.
So let me suggest that way of moving forward on this.
First of all, I think it would be appropriate to introduce a resolution to adopt the set of bylaws as they now stand with these modifications.
After that resolution has been introduced, we'll have an opportunity to discuss its provisions, and if there are further issues that need to be resolved, we'll discuss those as well.
I'd like to invite the chair of the ERC to have the opportunity to introduce this resolution, considering the amount of work that the ERC has put into reaching the document at this point.
So Alejandro, the resolution is before you.
Just to mike clear for Andy and anyone else, we'll put this resolution on the table.
We won't vote on it, however.
We'll just get it seconded so it's on the table, and that resolution says we should adopt these bylaws.
After it is on the table and seconded, then we can discuss it and we can go back to the issues you want to raise.
Andy Mueller-Maguhn: And change the additional parts?
Vinton Cerf: If we need changes, although I'm going to urge we not get carried away with on-the-fly modifications to the bylaws, bearing in mind that we still have time between now and amsterdam before we finalize them, since the transition element is not yet completed.
But we do have an opportunity to make – have a discussion about things that you want to raise.
Stuart Lynn: But Mr. Chairman, just to clarify that, my suggestion is that if any Board member does want to make changes, and I second what you said, when we're talking about documents' legal implications, it's very dangerous to make changes on the fly without written versions in front of you.
Let me finish if I might.
Should a Board member wish to do that, the normal and appropriate way to do that is to move it as an amendment to this resolution which may or may not be seconded.
If it is, that amendment is discussed and voted on in its own right.
It requires a simple majority to pass the amendment.
That doesn't pass the bylaw.
And then at the very end of the set of amendments, we vote on the resolution that may or may not have been amended and that would require two-thirds majority of the Board.
Vinton Cerf: That's correct?
Stuart Lynn: So any changes proposed should be in the form of moving an amendment to the resolution.
That is the standard way under Roberts' rules this is dealt with.
Andy Mueller-Maguhn: It's just a few words in the whole stuff, I can agree to that.
Vinton Cerf: Okay. So let's now introduce the actual resolution.
Alejandro Pisanty: Thank you, Mr. Chairman.
The resolution reads – I am going to skip most of the instaniations of the words "whereas," except the first one.
Whereas the ICANN Evolution and Reform Committee has developed a proposed new set of bylaws for the Corporation; whereas these proposed new bylaws were posted for public review and comment on 2nd October, 2002, minor modifications to these proposed new bylaws were posted on October 23, 2002; in response to comments received; these proposed new bylaws were the subject of discussion in the open public forum held in Shanghai, China, on October 30, 2002; these proposed new bylaws were further adjusted in response to the comments received during the public forum as attached in Appendix A; the Evolution and Reform Committee plans to submit for the Board's approval an additional Article of the bylaws, the Transition Article, that will govern the transition to a structure, policies, processes, and procedures contemplated in the proposed new bylaws;
Resolved that the – with the appropriate number, that the ICANN Board adopts the proposed new bylaws as attached in Appendix A as the new bylaws of the Corporation, such proposed new bylaws to become effective upon adoption of the Transition Article.
Further resolved, with the corresponding number, that the term and membership of the Evolution and Reform Committee is continued until the Transition Article has been adopted.
It's to do this on behalf of all of the members on the ERC.
Vinton Cerf: Okay. Do I hear a second? I hear Hans Kraaijenbrink. I think all of the members of the ERC, I don't think we're allowed to have multiple seconds.
All right.
So we have this motion on the table to adopt the bylaws as they have been rendered this morning.
So now it's open for discussion whether there is any changes to be made. Rob.
Rob Blokzijl: I think the aim of having bylaws is more or less a technical instrument describing, in this case, an organization with a particular mission. We are in the midst of our reforming this organization. And I am a little bit surprised that we are supposed to adopt a set of bylaws that will become effective if we figure out how to implement the various Articles of these bylaws.
The aim of – the ultimate aim of ICANN, or the main goal, is to execute a set of technical coordination functions for the Internet. Crucial in that area are a couple of other organizations. And I mention a few, like the IAB, IETF, the world of ccTLD administrators, world of original Internet address registries. None of those organizations I see, at the moment, as warm supporters of where we are today with ICANN. Even in the proposed bylaws, there are holes to be filled in describing the position and the role of these organizations.
And there are more holes than in the current text, because Article VIII should be a big hole. The address supporting organization, as described in these bylaws, does not exist today the same as the ccNSO. I find it exchange that the ccNSO's current position is reflected in the bylaws by saying "this is work in progress," whereas the address supporting organization is described in with as one, two, three, four, five perhaps, with the – I must say the footnotes subject to continuing discussion.
So my great worry is we are going to put some instrument in place describing a situation that does not exist.
And I am worried about the implications for the future coordination of crucial Internet technical functions if we focus so much on a few – on building the technology around something that today is so ill defined.
Secondly, I suppose that this is only one stop on the road to the final set of bylaws. So how many times are we going through this process again, adopting bylaws that we know we will in a couple of weeks fundamentally change or add to?
So I have great difficulties in – at the end of this agenda point – voting for or against this resolution. I think it's far too early to do that. There are too many holes, fundamental, critical holes, critical for the execution of the mission of ICANN, to now adopt a set of bylaws that have, in my view, at this time, not much to do with the actual situation.
So I say, summarizing, I will have great difficulties voting for these bylaws, not so much for most of the content – and I think it's standard technology – but more related to where we stand at this moment in time and our responsibility towards the Internet.
If the vote goes on, that would be my reasons to vote against adoption of this motion. Thank you.
Vinton Cerf: Thank you, Rob. I would point out that the – voting for this amendment simply adopts the set of changes in current text. And we're all aware that there are missing elements, some of which are under discussion, and a transition plan which has to be developed.
So we do have extra work ahead of us. But this at least establishes a milestone on the path to completing the set of bylaws.
So I see this as a glass that's half full. Rob obviously sees it as a glass that's half empty.
Rob Blokzijl: As you say, it is a milestone, a step. But going where? That is too undefined, in my view. Yet, again, based on the observation that we are by far not – we have not finished, by far, our negotiations and deliberations with either the RIRs or the ccTLDs, to just name two crucial elements in what we intend to do.
Vinton Cerf: Okay. Katoh-san had his hand up. But I will say who I have on the list so far. Katoh, Hans Kraaijenbrink, Jonathan Cohen, and – and Helmut and Amadeu. Did I miss anybody?
Okay, Katoh-san.
Masanobu Katoh: Thank you, Mr. Chairman. I am talking about something different from Rob's point, but I can move on; right?
First of all, you know, I just want to say that I am going to support this amendment. This is a great work done by the Internet community, with the great initiative of the ERC. And I do thank all members of ERC and the Internet community, to come to this point
This is a good reflection and implementation of the blueprint we've been discussing for a long time. Of course, we heard yesterday and all the time that there are many remaining issues which we are going to continue to discuss in the future but regarding the issues we discussed within the blueprint, think we spent enough time to, you know, go into details and this amendment is a good reflection of all of those discussions.
I am very happy, you know, to have this on board today.
But let me make one comment regarding one particular provision, which is a part of the amendment suggested by Governmental Advisory Committee, GAC, yesterday.
First of all, I do appreciate all those, you know, suggestions from the GAC as we saw yesterday. They are very good, friendly amendments. And in that sense, as I said before, I am going to support all of those, you know, changes reflecting many of the GAC suggestions.
Let me draw your attention to the point, Article XI, Section 2, item 1, Governmental Advisory Committee, items j and k.
Here, the provision is asking the ICANN – I think the ICANN Board – to explain to the community or to GAC if we are rejecting GAC advice.
There is no such requirement or process in other three advisory committees in these bylaws. That means we are giving some slightly different procedure for advising the GAC in the case of their advices.
And I understand the background, of course, by adopting this bylaw into amendment, we are reconfirming the importance of the public sector/private sector partnership. And I do support such concept of a public/private partnership.
But this process, procedure required in these provisions may be a bit burdensome in the future. And I just want to comment for the record that this provision won't be a procedural burden of the ICANN Board.
For instance, as you know, in many cases, ICANN Board cannot agree on why we are disagreeing. In that case, it is extremely difficult for us to give a good reason for the rejection of the GAC advices.
In any event, we will have our votes, but no one can tell who is voting against those votes by what reason. And it's extremely difficult to give a full explanation of all the rejections.
So, of course, ICANN Board has ethical obligation to the Internet community, including the GAC, to give a full explanation to our best, you know, possible way why we are rejecting, why we are taking some actions.
But I hope this provision, this provision won't be interpreted to be too much burden, again, procedural burden, for the ICANN Board in the future.
With this good-faith interpretation of these provisions, again, I would like to support those additions. And I think the private sector/public sector partnership in the future will be very important.
Thank you very much.
Vinton Cerf: Just for clarification, you're not making a proposal to amend anything at this point, but reminding the Board that we may have – we might consider explanations of our actions with regard to other advice that we get besides the GAC?
Masanobu Katoh: That's correct.
Vinton Cerf: Thank you.
Let's see. Hans Kraaijenbrink.
Okay. Jonathan Crain [sic, Cohen].
Jonathan Cohen: (Inaudible) that's okay.
I wanted to reply to Rob. I, frankly, profoundly disagree and find the logic both flawed and the practical relationship between his examples and the real world also incorrect.
It is absolutely common practice in many areas of business, and particularly in law, which is what bylaws are about, to lay down a foundation without necessarily knowing for certain how the entire structure will look in certain circumstances.
I think a very good example of this is architecture, in which in many cases a building of some consequence will arrive at work in blueprints, and the foundation will be built, and the surface structure built while there's still a raging debate about the heating system or the lighting system or how the top of the building will look, or the outside. There is absolutely nothing wrong with that. If one agrees that a building needs to be built and everybody agrees about the foundation and the structure, you can get on with the job.
In this particular instance, there's a clear will of this Board and this community – I shouldn't say the Board, we haven't voted. But there's certainly a clear will right now to consider creating a new structure. And there is enough agreed upon to get on with the job and start building it, even if some elements within it are not yet finally decided.
If they have, in fact, done other things, those can be taken into account. The basic structure isn't in question, not even by the people who are in debate. And therefore to fail to support these amendments or bylaws on the basis that some work is yet to be done, in my view, is not a reasonable approach.
Vinton Cerf: Okay. Thank you.
I am going to go out of order for a moment to allow Rob to respond. And then I will come to Karl.
Go ahead, Rob.
Rob Blokzijl: My point was, to use the analogy of building future constructions, major building blocks are not in place. That's my worry. And that we are making frameworks, and then will find out very soon that, after reaching agreements, consensus with the major players, that we will have to redo it all. That's all.
I agree – I understand that in many, many circumstances, this is the right way to do it. You have to start somewhere. But in this particular case, I think certain elements are not well defined, elements which are absolutely crucial to the mission of ICANN.
Vinton Cerf: Okay. Karl.
Karl Auerbach: Yeah, I also want to speak to Rob's point, and following the architectural analogy, I think Saint Peter's was started by Bramante and finished by Michelangelo.
We may end up muddling this. I point out the document is 500 paragraphs, 17,000 words. And much of it didn't even exist until sometime in the wee hours of this morning.
And parts of it I haven't seen until now. And there are great voids one thing that struck me last night during our discussions was how thoughts in one area reflected into other areas. And I'm concerned that should there be adoption now, that it would constrain us in the ability to make those kinds of adjustments.
I mean, if not – we clearly have the power to do that. It's a mental kind of constricture that this would create.
And I – there's a – there was a lot of discussion yesterday from the floor about time to consider, time to be thoughtful. And this is of sufficient importance that time to consider and time to be thoughtful is important. And I know time is critical here, because we have the annual meeting coming up. But I think Rob was expressing a very important note of caution, which I agree with.
Vinton Cerf: I would point out that the text that we dealt with yesterday was prepared on October 2nd. So we've been contemplating for nearly a month. The changes that were made for today were relatively modest changes, (inaudible) the GAC recommendations.
So I think the note of caution is still well taken. But it should not mean that we cannot make progress.
I have Helmut next on the list.
Helmut Schink: Thank you. I would like to support the – I have two issues. First I would like to support Jonathan's point, that the – there are some issues – yes, there are some issues open in the bylaws which could not be solved in the sort period of time available, like the relationship to the RIRs and the ccTLDs. But we should move forward and adopt the bylaws, at least the parts which are available.
My proposal would be to amend the resolution accordingly to make sure that everybody is aware that there are open issues and that we have to work on this.
The other point is, the amendments made by the GAC or proposed by the GAC and presented yesterday have been changed significantly in parts of the document. For instance, in the Article XI-A, the – on the experts' advice, it did not discuss in detail the rationale behind these changes.
And one thing which gets lost by these changes or by not adopting the GAC text is the advice by treaty organizations like wipo and itu.
So they are not explicitly mentioned anymore here. And I think their advice would be very important to us. Therefore, I propose to amend the resolution in a way to make sure that we adopt the text as proposed by the GAC for this specific Article.
Vinton Cerf: Okay. Thank you.
Let's see. Amadeu.
Amadeu Abril i Abril: Okay. Thanks.
Vint, I have a question. Shouldn't we perhaps ask the directors if we want to discuss specific points like Rob first raised, and go for point by point basis instead of, you know, successive statements of the record?
Vinton Cerf: I think that the way I had proposed – planned to do this was that if a director brought up something that required an amendment, that we would then discuss that amendment.
Amadeu Abril i Abril: Okay.
Vinton Cerf: So far, I haven't heard that yet. I have heard comments on the existing text.
But if there is an amendment, then we will discuss that, complete that action.
Stuart Lynn: I heard Helmut just wanting to suggest an amendment.
Exactly.
Amadeu Abril i Abril: I defer my comment to the end of these discussions.
Vinton Cerf: I'm sorry. I misunderstood Helmut's suggestion. I thought he was simply endorsing the text by the GAC.
Helmut Schink: No, I am not endorsing the text as it is right now. I propose two amendments to the resolution.
I want us to make sure we have a phrase there clearly stating that there are missing issues in the bylaws, like the ccTLDs and the RIR relationship; and that we have to work on this.
That's quite natural, so that should be rather straightforward.
Vinton Cerf: Let's start with that.
So you want to have, in addition to the resolution –
Helmut Schink: An addition to the resolution.
Stuart Lynn: Could I suggest, Mr. Chairman, that if there is an amendment to be moved, that the amendment be moved and the precise language change be part of that proposed amendment. That if we talk conceptually with bylaws, we'll get into a lot of potential legal trouble.
In a resolution change, that's – maybe the Secretary of the Corporation can design things on the fly. But if we get into the specific language of the bylaws, we need to know exactly what it is that's being proposed.
And that we follow a process of moving an amendment. If there's a second, we go to a subroutine call on that amendment, then deal with it, or not, as the case may be.
Vinton Cerf: So it's on your shoulders to provide precise language to change something.
And the question is, do you want to change a bylaw or do you want to change the text of the resolution?
Helmut Schink: I would like to change the text of the resolution to make sure that the text of the bylaw is changed.
So I will propose a change to Louis.
(Unknown): okay.
Vinton Cerf: I am now confused by what you want to do.
Stuart Lynn: I think I understand. Maybe I can help here.
I think, Helmut, on the – we'll want to eventually move two amendments. We should take one at a time.
The first is to move to amend the resolution itself, not the bylaws, but the resolution itself, to have a "whereas" added that perhaps Louis can word on the fly, that "whereas this Board recognizes the importance of completing discussions on the un- – incomplete parts of the bylaws with the RIRs and the ccTLDs," you just want, I think, a whereas like that in there so we're acknowledging that whole – that precise language should be inserted. We can vote on it as an amendment to the resolution or not. Maybe the mover and seconder would just accept it, we don't even have to vote on it.
Then the second amendment I think Helmut wants to make is to move to amend a specific paragraph or the bylaws to adopt the language that I don't have that was specifically proposed by the GAC yesterday.
Is that correct?
Vinton Cerf: Okay. Thank you, Stuart.
Stuart Lynn: So I suggest we deal with the first part first, because it may well be that the mover and seconder will just accept that without our having to vote on it. That's up to Alejandro and the seconder.
Vinton Cerf: Okay. So we're – if you can see on the screen, Helmut. The secretary will have to work on typos. There we go.
Was there, in fact, a second now for this – Amadeu.
Stuart Lynn: Helmut, is that the language you want?
On your screen.
Vinton Cerf: Okay. Helmut, we have a proposed text in the resolutions to remind everyone that we have a lot of work to do with regard to –
Stuart Lynn: Will the mover and seconder accept that?
Vinton Cerf: If we have general concurrence, we won't have to vote on this. I don't see anyone objecting to adding this to –
Sang-Hyon Kyong: (Inaudible.)
I'm not sure exactly what this means. The processes, procedures contemplated in the proposed new bylaws as well as new or revised provisions concerning such and such.
Are there new or revised provisions or are three going to –
Vinton Cerf: We don't know.
Sang-Hyon Kyong: Are they coming or what?
Vinton Cerf: Don't know what the outcomes of the discussions will be with the ccTLDs and the RIRs. That's why this says "new or revised provisions."
The – in the case of ccTLDs, the CNSO is entirely new. In the case of the RIRs, we may revise the current provisions that are in the bylaws.
Stuart Lynn: May I suggest when reading this we insert the word "proposed," so it says "as well as proposed new or revised provisions." If you hear the governing words at the beginning, it says whereas the Evolution and Reform Committee plans to submit for the Board's approval, 1, and then 2, as well as proposed. And that implies they're not defined yet. They are to be proposed.
Vinton Cerf: Okay. There is – all right. I see nodding here.
Sang-Hyon Kyong: I'm continuing the request for clarification.
Does this mean that the proposed – the new or revised provisions concerning such and such to be proposed at a future time?
Stuart Lynn: Yes.
Sang-Hyon Kyong: And that will be, again, brought up for formal voting by the Board?
Stuart Lynn: Yes.
Sang-Hyon Kyong: Okay.
With that, I can understand what it is.
I have a – an amendment to propose on another part of –
Stuart Lynn: Excuse me, Sang-Hyon –
Vinton Cerf: Let's work on this one first.
Stuart Lynn: – let's work on this one, and then Helmut had another amendment that he wanted to propose.
Vinton Cerf: Okay. So if there are no further modifications to this suggested change to the resolutions –
Ivan Moura Campos: Vint?
Vinton Cerf: Is there a second for this?
Stuart Lynn: Again, if the mover of the resolution, which is Alejandro, and the seconder, are prepared to accept this, we don't need to vote on it. It's just part of the resolution.
Someone who doesn't like it could move to amend it at some future stage. But if Alejandro and the seconder accept this change. I don't see any violent hands going up objecting to it. Then we can move on to Helmut's second amendment.
Vinton Cerf: Okay.
Okay. There's a request to read the change so that it gets up on the – this is for Ivan.
Ivan, the change is in – which "whereas" is this?
Louis Touton: Vint, let me read.
Vinton Cerf: Is it the whereas, the Evolution and Reform Committee. So it now – the modified paragraph reads:
" Whereas, the Evolution and Reform Committee plans to submit for the Board's approval (i) a proposed additional Article of the bylaws (the "Transition Article") that will govern the transition to the structure, policies, processes, and procedures contemplated in the proposed new bylaws, as well as (ii) proposed new or revised provisions concerning Regional Internet Registries and ccTLD registries."
That's the proposed amendment to the resolutions.
I don't see any objections to that. So let's move on now to Helmut's –
Yes, go ahead, Ivan.
Ivan Moura Campos: Can you hear me?
Vinton Cerf: Yes. Go ahead.
Ivan Moura Campos: Yeah, okay. I understood, and I read it on the screen.
Vinton Cerf: Okay. So we're going to go on now to the substantive recommendation that Helmut has for the bylaws themselves.
Helmut Schink: Maybe there are not that substantive. Joe just showed me another paragraph where this kind of – mentioned in a similar way, and joe just drafted some text. So maybe we can come back to this later during the meeting? Just take some time –
Vinton Cerf: We can come back to it later if you want to skip, that's fine.
Louis Touton: I think we can actually do this in, I'll say, near real-time.
It's in Article XI-A, Section 2, under "types of expert advice." There in the GAC – pardon?
Joe Sims: It's the deleted language.
Louis Touton: In the GAC provision, there was additional language that was deleted because it was felt that it was superfluous. But there's no objection to including it, and perhaps it is not superfluous.
Give me a moment here.
Okay. I believe I have now made the change to this section. And it's consistent with the rest of the bylaws, so it is a safe thing to do.
Vinton Cerf: So for Ivan's benefit, we're down in the part 2, types of expert advisory panels, in the bylaws. And there are two subsections to that part. One of them at the beginning reads, "on its own initiative or at the suggestion of an ICANN body, any ICANN body, the Board may appoint or authorize the President to appoint expert advisory panels consisting of public or private sector individuals or entities. If the advice sought from such panels concerns issues of public policy, the provisions of Section 1, part 3, subpart b, of this Article shall apply.
In part b of Section 2 on expert advisory panels, in addition, in accordance with Section 1, part 3, of this Article, the Board may refer issues of public policy pertinent to matters within ICANN's mission to a multinational governmental or treaty organization.
Is that sufficient, from your point of view, Helmut?
So that's a proposed amendment.
I have a question for Stuart.
You were making a pointed observation of how to process these things.
I would assume that this is proposed as an amendment and that we need to vote on this.
Stuart Lynn: Yes.
The normal way this would get done – there's two ways it can happen.
The mover and the seconder can accept the amendment, in which case it's part of the resolution, and then anyone who doesn't like it can move to strike it or whatever they want to do as another amendment.
Or another way is just to vote on the amendment itself, requiring a simple majority.
It needs to be moved, seconded, and then discussed and voted on as an amendment.
Vinton Cerf: Perhaps the best way to figure this out is to, first of all, find out whether the original mover of the resolution, which incorporated in its text the entirety of the draft bylaws, whether the mover would accept this amendment.
If the answer is yes, then I need to find out if there are any violent objections.
Stuart Lynn: Mover and seconder.
Vinton Cerf: So we don't have – is there anyone who objects to this particular proposal?
If it did, then I would move to a vote to find out how much of an objection there was.
But I don't see any, so I think we can move on.
Well, I'm about to pop up now to the previous list.
Sang-Hyon Kyong did you want to make a comment about this particular – no.
Okay.
Then – is this about this particular amendment?
Karl Auerbach: It's more of a meta comment about the process we seem to be falling into right here and how this discussion is going, which is the sense I'm getting is getting equivalent to Rob's concern where we're dropping off a 100 meter cliff with a 50 meter rope, and the integrity of the pieces are going to be lost and we're going to lose track of our thoughts pretty quickly.
Vinton Cerf: I think it depends on the nature of the changes being proposed.
In this case it's an amplification of which entities we can consult for advice.
I don't find that to be particularly confusing but I do take your point that if we move into territory that's more complex, the best strategy would be to move that off to a later time when we can consider it in more detail.
So I'm now prepared to move up the chain and Amadeu is now the next person on the list.
Amadeu Abril i Abril: Okay; thanks.
I don't have any amendment or to put on the table for this discussion, so just more comment on the things that are important and things that make me still feel uncomfortable to hear.
When we started the reform, we had some goals in mind, some problems we wanted to address.
Many of them, the policy formation didn't work as we expected or the committee expected, or the problems related with the pledge of the organization with government on one side and at large on the other.
And finally, funding was one of the driving issues for the reform.
We have solved some of them.
I think that the funding is improved.
It's not – I mean, it's not directly related in my mind to these bylaw changes, but we have improved the method for that.
I think that what we are hearing, and, – and it is a large problem, is, you know, a very difficult resolution, everybody is not pleased.
But at least we have a mechanism in my mind that will allow for structural participation for, you know – would put incentives to organize individuals and still the other way, to have a reasonable presence, not the individual voice of the individuals, but the collective voice of the individuals channeled through our process.
And we are now discussing to incorporate some amendments from the GAC presented yesterday that are nearly all of them accepted except for perhaps the mission statement.
But it was a language question simply, not a principle question.
We feel that we are getting into a better resolution here.
There is an area which I think we are still are not yet there.
And it is this policy formation.
The problem is we had that the SOs didn't work for different reasons.
The Board didn't get any policy advice, or very limited and very vague, for also internal Board procedures and structure, the Board was not able to really work on policy issues dealing with form or nothing.
And finally, only the staff had the ability to discuss with interested parties and propose finally, it was from that part that the real policies came.
We wanted to also change that.
Are we better here?
I think that SOs structures are better for the GNSO, but we don't have the others.
But there are still two things that are really worrying my mind.
One of them is the problems being the part logics, it's fight to be this chair of having a seat here.
There has been somehow removed from the SO, but not completely.
It has been put in the nominating committee.
I don't like the structure of the nominating committee.
I think that it will produce many of the problems here.
For the (inaudible) clearly, I think we should be more courageous and go farther into the functions and forget interests that we probably were discussing yesterday, intellectual property as a constituency doesn't need to exist, even if as a participant and interest should be within the DNSO.
Same for ISPC probably.
So we have a better SO.
We have you know nominating committee and the like.
We have a serious problem regarding the Board size that in my view prevent the Board from effectively working.
But this is something that perhaps we can address elsewhere.
After any other business or from now on, about how we work and how we restructure our work.
So I will defer to that.
What I'm saying is I still have concerns like Rob.
We are agreeing on these points, but same time we are feeling a critical part of the Internet community that ICANN is supposed to represent and act for has less and less, and I would say trust or interest, depending on the parties, on what happens here.
So this is really worry.
So where I really would say here is even if I don't believe that these bylaws would solve the problems we had to the extent I wanted, all of them – I mean, there is nothing that is worse than before.
Many things are better than before, but many things are still left outside.
For once, I will not stick to my principles to death and vote against something that it's not yet it.
I think that frankly we heard from the community that everything here is a little bit better, but we should keep in mind that many things are still left.
And all the discussions we're having here are showing also during this week that yes, this is more civilized but we are also tracking less interest from the real participating parties, from run accompanying using the infrastructure we are supposed to coordinate.
And this is worrying in the sense we have said up to now.
So I will vote in favor of this not because I think it's it.
Simply because I think we need to concentrate on more important things right now.
Vinton Cerf: Thank you, Amadeu.
I'm sure every member of the Board would like to spend more time working on the substantive issues of Internet policy rather than the shape and format of the bylaws.
Stuart, you are on the list.
Stuart Lynn: Thank you very much, Mr. Chairman.
Let me get a couple of things out of the way and then address the main point I want to make.
Katoh-san raised an point which is an important one to me, which is it's difficult to explain why this Board is disagreeing.
It's almost as hard as it is to explain at times why this Board is agreeing.
But nevertheless, that being said, if we find it difficult in any situation, if it's not a clear situation, we could always convey the transcript of our discussions, and anyone can see the variety of reasons why people disagree.
I think we need to give that a try and see how it works in practice and not worry too much about them.
Let me get to the main point I wanted to make.
I'll say it again.
I know you're tired of hearing it, and I'm sure everyone else is, too, but when I kicked this thing off, I did point out the three major problem areas. In reverse order: Funding was the first point, the second point was the tradeoff between efficiency and process, and the very structural issues, and the third was stakeholder relationship.
I have a lot of sympathy with Rob's point, even though I disagree with the conclusion of where it goes, because I have to because that was a key area that I pointed out in the first place.
And anyone who thinks that these issues have arisen because of reform I don't think has looked to the careful and difficult history of ICANN over a period of years.
So that is certainly very important work to be done; however, as Vint said, half full or half empty, I think it shows enormous progress, and whereas the communities that Rob refers to are extraordinarily important in the ICANN framework, they are not the only communities.
There are other communities, too, in which these proposed bylaws establish a set of building blocks in moving forward.
The question in my mind is would any of these proposed changes affect negatively the future discussion. That's hard to tell because we don't know what the future discussions with the RIRs and ccTLDs are going to say or how it's going to come out.
My own view is that dealing in areas that the subroutine calls that are in the bylaws that are open will be able to be plugged in without changes to the rest of the bylaws, and at least it gives a framework for the rest of those – for the negotiations with other parties that's in place.
And if there are indeed, as Karl suggested, other changes to be made down the line, they can be made.
This Board can be modify the bylaws by two-thirds at any time.
I think this is an important, critical step forward.
This creates some clear structure in areas where we can make clear structure.
It clearly defines processes in those areas that can streamline some of the things that have bedeviled us in the past.
It establishes and regularizes relationships in areas that we can.
I would urge the Board to take the half-full approach and move forward with these, while recognizing, as Helmut's amendment to the resolution does, we still have a lot of work to do on the first problem that I identified; namely, stakeholder relationships.
Thank you.
Vinton Cerf: Thank you, Stuart.
Andy, you have the floor.
Andy Mueller-Maguhn: Just to be sure I'm on the right track, would this also be the time for minor amendments to the bylaws we have on the table right now?
Vinton Cerf: Yes, you can.
Andy Mueller-Maguhn: Okay.
I have five of them.
Each of them is very small, so I hope this goes fast.
First one is Article I, Section 2.1.
Core values.
Please go to point 1.
Article I, Section 2, 1, it says, preserving and enhancing – sorry.
I mean point 2.
Respecting the creativity.
Vinton Cerf: It's point 2.
Okay.
Andy Mueller-Maguhn: I'd like to have this a little different saying "respecting the creativity, comma, innovation and flow of information made possible by the Internet," and so on.
Excuse me.
Free flow of information, of course.
Vinton Cerf: For Ivan's benefit, Ivan, the text of this, this is in the core values, Section 2 and it's part 2 and it now reads respecting the creativity, innovation, and free flow of information, which Andy has suggested we now add, "made possible by the Internet by limiting ICANN's activities to those matters within ICANN's mission requiring or significantly benefiting from global cooperation."
So that's the proposed amendment.
We're in subroutine mode now.
Is that amendment acceptable to the mover?
Andy Mueller-Maguhn: I'd rather see a vote.
Vinton Cerf: Okay.
So – he said he would rather see a vote so we will now put this amendment up?
Stuart Lynn: Is there a seconder for the amendment?
Vinton Cerf: There's a second.
Okay.
Now we can have some discussion, and Hans.
Hans Kraaijenbrink: Thank you, Vint.
I have a problem with the qualifier in the word "free." So I would agree as a friendly amendment to this amendment to delete "free." But I will not support the text as it stands.
Andy Mueller-Maguhn: Okay, I take it.
I take it as a friendly –
Vinton Cerf: Yeah, that's a friendly amendment so we'll just proceed from there.
Are there any other comments on this proposal?
All right.
We're ready to vote on this.
All those in favor, say aye.
(Many Directors): Aye.
Vinton Cerf: Are there any opposed?
Are there any abstentions?
It's unanimous.
Thank you very much, Andy.
Andy Mueller-Maguhn: Now I'd like to go to Article II – excuse me, Article III, Section 2.
Ivan Moura Campos: Excuse me.
Vinton Cerf: Ivan, go ahead.
Ivan Moura Campos: I just want to make sure that my vote in favor was registered.
Vinton Cerf: Thank you; I'm sorry, Ivan.
I will pay more attention to making sure we've heard your vote.
Ivan Moura Campos: Okay.
Andy Mueller-Maguhn: Thank you.
So Article III, Section 2, that's the transparency article.
Section 2 is the one about the web site.
It says specific meeting notices and which may include, among other things, information on ICANN's budget, annual audit, financial contribution.
If you could please go to that point.
And here I'd like to add "and the amount of their contributions." Which means we do agree here to publish that we make financial contributions, but we not – you say explicitly, and I'd like to say that explicitly the amount of that contributions going to the different parties.
Vinton Cerf: Okay.
Well, hang on.
First of all, we have to find out whether this needs to be voted on or whether it's an acceptable amendment.
If we're going to have a discussion on it, we have to have a vote, so we need a second.
Okay.
So Karl seconds.
Now we can discuss this.
Linda.
Linda Wilson: Andy, are you – the language here speaks of financial contributors.
Andy Mueller-Maguhn: Right.
Linda Wilson: The language I heard you use was financial contributions.
Andy Mueller-Maguhn: Excuse me, I'm talking about financial contributors.
Linda Wilson: And what you're interested in is who are they and how much are they contributing to us?
Andy Mueller-Maguhn: Right.
Linda Wilson: Okay.
Andy Mueller-Maguhn: Transparency.
Vinton Cerf: Karl.
Karl Auerbach: I believe we're actually obligated to publish this to IRS 990's, however, those generally come out on the very last day of the period, which is approximately two years after the data has occurred so it's very stale.
It's my belief that the reason we would want to do this is more prompt and thus more useful disclosure of the amount of contributions.
Vinton Cerf: Thank you, are there any other discussions about this proposed amendment to the bylaws?
All right.
All those in favor, please raise your hand.
One, two, three, four, five, six, seven, eight, nine, ten, – 17.
Are there any against?
And thank you, we'll get Ivan.
How do you vote?
Ivan Moura Campos: Yes.
Vinton Cerf: All right.
Is there any opposed?
Are there any abstentions?
Two abstentions.
Okay.
So that passes.
And we'll go on to your next recommendation.
Andy Mueller-Maguhn: Thank you.
Next one is Article IV, Section 2.16.
That's the reconsideration committee's procedures.
We have there this phrasing where the affected party had an opportunity but was unwilling to participate in the public comment period relating to the contested action.
I think it is impossible to prove if someone had knowledge or not knowledge about the possibility of such participation.
I suggest to delete everything, where the word "where the affected party" and so on and the sentence "where otherwise abusive." The "or" of course can go away, too.
Excuse me, who is editing this?
Louis?
Louis Touton: Yes, I'm the editor.
Andy Mueller-Maguhn: The sentence would stop at "otherwise abusive."
Louis Touton: Okay.
Vinton Cerf: So Ivan, I'm not sure whether you found that part 16 of the transparency section.
I'm sorry; of the reconsideration section.
Have you found that, Ivan?
Ivan Moura Campos: Yes, I'm scrolling down.
Vinton Cerf: Okay.
So what Andy is suggesting is that we strike the middle of part 16.
I would have to imagine that this language was put in there because of something that happened that caused us to want to avoid wasting the reconsideration committee's time, but perhaps this is a matter for some further discussion.
Andy Mueller-Maguhn: Still, the argument is can we prove someone had knowledge or not knowledge.
Vinton Cerf: First let's find out if there's a second for this alteration.
Karl seconds.
So now we'll have a discussion.
Jonathan Cohen: Well, I certainly wouldn't want the protection against abuse to be an abuse.
I think it's fairly standard in situations like this to provide that where people have had an opportunity to present their views or to do something and fail to do so, that they will not – I certainly understand Andy's point.
You can argue a negative till the end of time and never get a possible answer; however, what is common in situations like this is provide that there is a proper way of giving notice of the opportunity, which is acceptable to the community.
In law, often a notice will be a publication in a newspaper.
But in our situation where it is common to have a web site accessible to all, this is an Internet community, I think, and notices given, and an opportunity is provided to comment or participate, and you fail to do so within a given time, then you should be excluded.
The one exception may be, and I would assume that that would be the case, and that is if you can establish to the satisfaction of the reconsideration committee that for whatever reason it was inaccessible.
Let's say you're in a country where either language or accessibility was not there and you could convince the committee.
I don't mind some words to that effect, that there was good reason why you failed to participate.
Then you should not be prejudiced.
Absent that, I think that it's what we call hiding in the woods, and you don't allow that.
Andy Mueller-Maguhn: But Jonathan, this thing doesn't say he missed.
It says he was unwilling.
And I just want to delete the paragraph saying he was unwilling, because you would have to prove that unwillingness, and who will make that decision?
Jonathan Cohen: I think what you can do – that may not be a bad point in itself, but maybe the way to do it is not to delete the entire subparagraph but rather to say "had an opportunity and did not participate." And then if they can show cause that is acceptable to the committee, then it may be an exception.
Vinton Cerf: Okay.
I have several people who want to comment.
Stuart and then Karl.
Stuart Lynn: I'm sympathetic to what Andy is trying to achieve here, because tests like "unwilling" are vague and hard to prove.
This is an example where wording often, on the fly, gets very, very difficult.
I can quite see wording of the kind that says or where the affected party was notified by failed to take advantage of the opportunity to participate in the public comment period within the specified period.
But I hate to word things like that on the fly.
Maybe Louis can do it.
But the intent of what you're trying to achieve is understandable, but I would like to see some language in there that achieves the intent of what that's trying to achieve without the "unwilling" being there.
Vinton Cerf: So one possible outcome of this discussion, Andy, might be that we note that section for attention but we may not necessarily make the modification today.
I'm not suggesting that should be the outcome; I'm saying that's a possible one.
Karl.
Karl Auerbach: Yeah, I think there's merits to both sides of the discussion.
We have to remember, we heard yesterday people who were again – I'll probably keep saying this all day – who were concerned about the fact they're not necessarily in an information rich area, that their connections to the net are weak, that their first language is not English.
Various reasons why people may not participate or participate well in the public processes.
And although I think Jonathan makes a strong point, these people are probably going to have the hardest time of making the uphill argument that they didn't participate for a good reason, and I don't feel comfortable closing the door on them.
Because they're probably the ones who, I imagine, are – have the most unique perspectives that we ought to hear the most.
Vinton Cerf: I have a question for the chair of the reconsideration committee.
Has there been any occasion when this particular clause has been invoked or has had to be invoked?
It might be the case that –
Louis Touton: Vint?
Vinton Cerf: Louis.
Louis Touton: This clause, in fact, the whole reconsideration provisions, were drawn from an assistance effort by Becky Burr where she went out and looked at applicable provisions.
I do believe there are some cases where this could be invoked.
It's not currently in the bylaws.
I take Andy's point that in some cases it may be difficult to show that someone was unwilling, in which case this wouldn't apply.
In other reconsideration matters – for example, a reconsideration matter brought by a large registry – it might be very clear that they have sandbagged.
Andy Mueller-Maguhn: Okay, let me make my concern a little more concrete.
What I fear is that the argument someone was unwilling, an argument that cannot be proved anyhow, becomes a kind of show stopper for the reconsideration committee to dismiss people's input.
And I think – I don't – that's not a personal thing about the people in the reconsideration committee.
That's just something that makes people feel not good.
And I think it's better to simply have it not in there because unwillingness to prove, I think it's bullshit.
Vinton Cerf: A technical term.
Stuart.
Stuart Lynn: I think there are two threads and discussions going on here.
One is with substance, one is with wording.
By substance, members of the Board may or may not agree that something of this kind needs to be in there to try to achieve what it says there.
The second is wording, which is the vagueness of the word "unwilling." I would propose one possibility, and I'm going to have to ask Louis whether this is workable, is if the Board agrees to strike that phrase as Andy suggests right now with the understanding that tighter wording that removes this ambiguity of the word "unwilling" be proposed for action in December.
Then the Board can vote on the substance separately from the wording issue.
Andy Mueller-Maguhn: I'd like to still have this as a vote here and now.
Stuart Lynn: I'm proposing that.
I'm proposing that we – I'm proposing that we accept your amendment, okay, but with the understanding that more precise wording come back for a vote in December.
Andy Mueller-Maguhn: All right.
Stuart Lynn: Is that –
Vinton Cerf: Karl.
Stuart Lynn: Can I ask the secretary whether that will be an acceptable procedure?
Louis Touton: Yes, I'm just trying to implement that by putting a bracketed clause noting that, similarly, some of the other instances in which that's done in the bylaws.
Vinton Cerf: Another alternative here is to observe, as has been observed several times, that the Board is free to change the bylaws, two-thirds vote.
So one way to deal with this very cleanly is we vote on it and strike the clause; later if we decide we should put something in there, we can.
But rather than making a very complex amendment that includes actions to be taken in the future and everything else, I think the simpler thing to do would be to find out if everyone agrees to strike the clause for now and then go back and think about it?
Stuart Lynn: That's exactly what I'm proposing.
Vinton Cerf: Except that you have a bunch of provisions in there and I don't think we need to document those.
Stuart Lynn: Those are just verbal provisions in my own mind; that you can expect to see, if the ERC committee feels strongly about this, a proposal in December.
Vinton Cerf: So Karl had his hand up and then Hans.
Karl Auerbach: This is an amendment that I believe has been seconded?
A proposed amendment and which has been seconded?
Vinton Cerf: Yes.
Karl Auerbach: I'm hearing Stuart proposing another amendment second level down and I think that should be seconded and approved itself.
Stuart Lynn: It's very simple; I'm saying when this comes to a vote, I will vote in favor of it.
And what I am saying, just as a verbal comment, if the ERC feels strongly this needs to be pursued in December, it will come back as part of its package in December with what I hope would be better wording to remove the ambiguity about "unwilling." And then the Board can decide what it wants to do with it.
Vinton Cerf: This is not a proposal to amend anything.
This is an argument in support of Andy's proposal.
Do we have any more discussion on this point?
Hans.
Hans Kraaijenbrink: In line with the discussion, and with Stuart's point, I would vote against deletion.
But I would make a note that we revisit on the basis of rethinking in line with the comments by Andy.
I believe it was proposed with good reason by the ERC.
We understand that we agree to the concerns, but I do sense that it is difficult to agree on amended text which has the legal point in it.
But to delete it and then revisit it, I would like to keep it and revisit it at the final implementation.
Vinton Cerf: Well, those are the two choices, obviously, to strike it and then revisit it in november – December, or to leave it in place and revisit it in December.
And those are the two options.
So we need to decide which of those two we want to take. Helmut.
Helmut Schink: I would like to support Hans's point and remind you that this text was there for a month, something like this, and we should concentrate on these issues which have been brought up during this meeting.
Vinton Cerf: Thank you.
Andy, you just said something.
Andy Mueller-Maguhn: I'm just still asking for a vote, yeah.
Vinton Cerf: Okay. So Andy would like to know whether we can take this out now or not.
So I think we should allow him that opportunity.
If there is no further discussion, I call for a vote. Show of hands in favor of striking this text from part 16. For Ivan's benefit, the part that is being struck from part 16 of the reconsideration portion of the bylaws, the part that's struck says "or where the affected party had an opportunity but was unwilling to participate in the public comment period relating to the contested action, if applicable."
And that text would be struck if you vote in favor.
All those in favor, please make a show of hands.
All those in favor of striking this text. One, two, three, four –
Stuart Lynn: I was persuaded by the arguments I heard since I made my statement. That's what Board discussion is all about.
Vinton Cerf: You're allowed to change your mind.
Okay. So let's get the hands up.
One, two, three, four, five, six.
And let me check for Ivan. How do you vote on this, Ivan?
Ivan Moura Campos: Yes. I vote yes.
Vinton Cerf: Okay. That's 7 in favor.
How many against?
One, two, three, four, five, six, seven, eight. Are there any abstentions?
Two abstentions. Three abstentions.
Okay. So the motion does not pass. But the minutes should show that we discussed at some length this portion of part 16, and that we may, indeed, want to revisit the way it's worded.
Andy, you still have the floor.
Andy Mueller-Maguhn: Yeah. So then I'd like to go to Article XI, Section 2.1. That's the stuff about the GAC principles. I'm sorry, I need to go there myself.
Vinton Cerf: We are in Article XI; is that right?
Andy Mueller-Maguhn: Right. Section 2.
Ivan Moura Campos: Did we go backwards?
Andy Mueller-Maguhn: Article XI, Section 2.
Vinton Cerf: Article XI, Section 2. This has to do with specific advisory committees.
Andy Mueller-Maguhn: I just don't have page numbers on here. Sorry. Point c is the Governmental Advisory Committee may adopt the operating principles of procedures to guide its operations. I would like to add "to be published on the ICANN web site." because I missed the transparency of the GAC principles.
Vinton Cerf: Let's see. Ivan, this is in part c, which reads:
"the Governmental Advisory Committee may adopt its own charter and internal operating principles or procedures to guide its operations."
Have you found that?
Ivan Moura Campos: Yes.
Vinton Cerf: Okay.
Andy Mueller-Maguhn: Then add –
Ivan Moura Campos: Its own charter and internal –
Andy Mueller-Maguhn: And then add after "operations," "to be published on the ICANN web site" right there.
Vinton Cerf: And the point here is that –
Andy Mueller-Maguhn: Just, to be – the GAC has its own web site?
Louis Touton: Andy, the current state of affairs is those are published on both the ICANN and the GAC web site. I've used the term "Website," which is defined in the bylaws to mean the ICANN web site.
Andy Mueller-Maguhn: Okay. I just want to ensure that stays there.
Vinton Cerf: Okay.
Andy Mueller-Maguhn: Because I don't want the GAC to become a conspiracy, like some of their meetings are.
Vinton Cerf: Okay. This sounds pretty friendly.
(Laughter.)
Vinton Cerf: Would the mover accept this?
Vinton Cerf: Okay. Are there any objections to this?
Ivan?
Ivan Moura Campos: No, no objection.
Vinton Cerf: Okay. So let's go on.
I'm sorry, Hans, we – if we don't have a motion on the table that we have to vote on, the comments are probably inappropriate.
Go ahead.
Andy Mueller-Maguhn: Okay. Article XI, Section 2, point 4. That's the ALAC advisory committee. I guess we have the liaison thing put in there. But I don't recall what – because it's a new paragraph, which one it was.
Right. The question I have is, how can we ensure that these people have reimbursement or at least the possibility to get their travel cost? Because I fear that the ALAC theory up here might be run – run into serious funding problems to become reality.
So, to be honest, I have not a directly proposed wording for this. Maybe someone can assist with this. But at least I'd like to raise the question how we deal with this problem.
Vinton Cerf: Okay.
Stuart Lynn: Mr. Chairman, I think it is a mistake to hard-code any funding into the bylaw.
It has to be subject to annual budgetary considerations. And that's the way – place it gets considered, is part of the annual budget.
Vinton Cerf: I think what Andy was concerned about – I'm not trying to read anything into your head here – is that there not be a prohibition from that support.
And there's nothing in the bylaws that says we could not support that, as long as there is adequate funding and provisions have been made for it. So I think you're okay.
Louis Touton: Mr. Chairman, there may, indeed, be something. There's a provision in the bylaws that prohibits the funding of travel for regular GNSO participants. And it's hard to – so I think what Andy would be suggesting is that the members of the GNSO council could not receive ICANN funding, but the liaison could.
Andy Mueller-Maguhn: Right. Accept them in that point.
Vinton Cerf: Which paragraph?
Louis Touton: The GNSO Article, which is X, is it?
Let me find it here.
Vinton Cerf: May I make a suggestion?
It's somewhat along the lines of Stuart's observation. There's nothing in the bylaws that currently would prohibit funding of ALAC costs, but we don't yet know at all what the funding sources will be or what the size of the budget will be.
It seems to me that that's an operational matter that should be contemplated as we get more experience with the ALAC operation.
Stuart Lynn: Mr. Chairman –
(Multiple people speaking simultaneously.)
Stuart Lynn: – that's not true.
Vinton Cerf: I would suggest, Andy, that this doesn't require a bylaw modification at all, but, rather, attention paid to how the ALAC is supported.
Stuart Lynn: I think that's not quite – possibly not true, as I understand what Louis is saying.
But let me ask you a question, Louis.
If the liaison is not considered a GNSO participant, then this wording doesn't prohibit it; is that correct?
Louis Touton: That's correct.
Stuart Lynn: But what's your interpretation? Would the liaison – the ALAC liaison be considered a GNSO participant for this purpose or not?
Louis Touton: I'm not sure I have an interpretation. These bylaws haven't even been – been adopted. It may be premature to ask the General Counsel for such an opinion.
Stuart Lynn: There's some ambiguity there.
Vinton Cerf: Jonathan.
Jonathan Cohen: If I can make a suggestion. I mean, I'm not going to try and interpret the bylaw. I could certainly argue both ways very quickly, depending upon who paid me the most.
But I do think it's an important point. I think Andy's point is well taken. And I think there's probably some sympathy of – if that's the right word – on this Board for the possibility of trying to provide assistance to the ALAC as it gets going, to ensure that it does become a vibrant part.
But it seems to me that maybe it's a little of the cart before the horse. It seems to me that rather than being in a bylaw amendment, as you suggest, that this is a proper subject to be put on the agenda for this Board to discuss, and if the Board, in its wisdom, feels that this is something that ought to be done, that it can be referred both to the counsel, to ensure that the bylaws don't prevent it, and to the finance committee, to do its best to try to make a place for this funding.
Andy Mueller-Maguhn: I could agree to – because I don't have a concrete wording idea here, to be – have that on the agenda of the December meeting, because it looks like you agree to the substance, but care about the technical, mechanical way.
Jonathan Cohen: I just don't think at this – I think it's premature to place it on the agenda as a bylaw item. I think it's much more important that the Board discuss it and agree that this is something we ought to be doing, which I think many feel it is. And then take the appropriate steps to ensure it's possible both from a bylaw point of view and from a financial point of view.
Vinton Cerf: In order to accommodate both of these observations, perhaps the right context is to talk about the ALAC and how it works.
When we get to that discussion, this issue may come up. And if it does come up and if there is a question about bylaw provisions for support, then I think we can do as Jonathan suggests.
So rather than putting this on the agenda specifically as a bylaw discussion, I would suggest that we incorporate this as a discussion about ALAC. And move on now to whatever –
Do you have any more of these things – how many more do you have?
Andy Mueller-Maguhn: My last one is Article XIII, Section 9 –
Vinton Cerf: Is this an interrupt on the ALAC matter?
Andy Mueller-Maguhn: Oh, sorry.
Lyman Chapin: (Inaudible.)
Andy Mueller-Maguhn: Oh, okay.
Lyman Chapin: Sorry.
In that same section, which is Section 2 of Article XI, I would like to ask the Board if it would be appropriate to make the following change to the new clause f, which begins:
"subject to the provisions of the Transition Article."
And Louis, do you have the text I just sent you for proposed –
Louis Touton: It's not convenient for me to read e-mail.
Can you read it?
Lyman Chapin: I'm just wondering, what's the best way –
Louis Touton: If someone can go up – do you have a document in your hand?
Or you can e-mail it to andrew.
Vinton Cerf: First of all, this feels a little out of order, because Andy was walking through a series of proposals. So it's –
Lyman Chapin: I thought –
Andy Mueller-Maguhn: But, wait. If he – what I said last is that I don't have a concrete suggestion. So if you have one, of course I'd like to hear that. Because I – I just didn't find the time to work one out. So if you can provide one, please, I'd like to get it.
Lyman Chapin: Yeah, I'm sorry, I didn't realize the order in which you were – I thought it was appropriate to introduce it at the point at which we were discussing a –
Vinton Cerf: I'm sorry. I didn't notice this says "At-Large Advisory Committee."
Fine. Go ahead, you're in order.
Lyman Chapin: Okay. I can probably read it, which may be sufficient under the circumstances.
Louis Touton: Just give me a moment here to set that up so I –
Lyman Chapin: And you can sort of type in real time.
Louis Touton: Yeah. Okay. I'm ready. I'm going to do the second one.
Lyman Chapin: Okay. The – item f, subject to the provisions of the Transition Article of these bylaws, that hasn't changed, the At-Large Advisory Committee may from time to time designate a nonvoting liaison to each of the supporting organization councils and advisory committees to the extent that the At-Large Advisory Committee deems it appropriate and useful to do so."
The change being that the opportunity for the ALAC to appoint a liaison is not limited to the GNSO council.
Louis Touton: I'm sorry. "to the extent"?
Lyman Chapin: To the extent that the At-Large Advisory Committee deems it appropriate and useful to do so.
The language, of course, is copied from the same section in the GAC description.
Stuart Lynn: Lyman, is this addressing Andy's point or is it another point? I'm confused.
Andy Mueller-Maguhn: I'm confused, too, to be honest.
Lyman Chapin: If you think it's two different points, I can withdraw it and do it later. I – I thought it was relevant to your point. But it may not be.
Andy Mueller-Maguhn: I thought you were addressing the funding question.
Vinton Cerf: That's – all right. I thought that we were – I thought you were going after the funding question. And that's not exactly what this does, or is it? Where are you going with this? That's it? You're just extending the –
Lyman Chapin: Yeah, that's it. I thought you were concerned with limitations on the ALAC in general.
I can withdraw this and introduce it at a different time.
Vinton Cerf: I think that would be cleaner, if you don't mind.
Lyman Chapin: Yeah.
Andy Mueller-Maguhn: I don't object to it, I just –
Lyman Chapin: Yeah. I don't want to get you off track with regard to what you are trying to do. So I will set it aside for the time being.
Vinton Cerf: At this point, we don't have any proposed text for the funding question. And we put this off to a discussion about ALAC in, perhaps, December.
Andy Mueller-Maguhn: Okay. Then I have my last point. That's Article XIII, Section 9, that's this new added paragraph about conflicts of interest, saying the Board, through a committee, designated for that purpose, shall establish a policy requiring a statement from each officer and so on.
I would like to have this a public statement, maybe Louis, you can assist me with the wording. I want to have this publicly available, either as a public statement or to have this whole thing being published on the ICANN web site. I don't know what's the better way for wording. But I thought making it a public statement might be the – yeah, right. Yeah, publicly available statement. That's fine for me.
Because conflicts of interest, I guess, is a serious concern outside of ICANN people dealing with ICANN, handling ICANN officers.
Vinton Cerf: Alejandro.
Alejandro Pisanty: I am afraid this may have very serious privacy implications.
We certainly have to make sure that this information is made available to the committee on conflicts of interest. But it would be unduly hasty to write this into the bylaws at this point.
Stuart Lynn: Technical question.
On the – without my scrolling through, maybe Louis could answer quickly. The requirement for directors' statements?
Louis Touton: Well, both of the bylaws provisions, both the one that is currently in place and relates to Board members, and this provision, which is proposed to be added related to officers, speak in terms of the Board establishing a policy about conflicts of interest.
The Board has established such a policy that covers both officers and directors. And it seeks to require a fairly broad level of disclosure of things that might pertain to the corporation's businesses, and accordingly, the structure of it is that the information is provided confidentially to the conflict of interest committee, which makes determinations as to whether something is a problem or not and deals with it.
The view of this kind of conflict of interest policy, which is quite common, is that people, either as Board directors or officers, would be unwilling to disclose all of their investments that may have any possible relationship to ICANN, but might not, on closer examination, in the public.
Andy Mueller-Maguhn: But it would help us as a safeguard to get knowledge about any kinds of things that we are missing in the self-description of possible conflic