[Internal-cg] Action item 2, subteam slide 3

[Alissa Cooper]

Hi Wolf-Ulrich,

> On Sep 23, 2015, at 5:51 AM, WUKnoben <wolf-ulrich.knoben at t-online.de> wrote:
> 
> All,
> following the ICG call today, I have formulated two questions to CWG (to be inserted in the total list of questions) for further amendments:
>  
> 6) The comments regarding PTI board fall in two broader categories, one about the board’s powers and another one about which members get selected in the board and how. Some of the comments have differing suggestions as to what actual member selection process should be. We note that the board composition and selection procedure have been extensively discussed within the CWG and should be elaborated in detail during the implementation planning.
>  
> Para 1112 of the proposal says: “As a separate legal entity, PTI will have a board of directors and have the minimum statutorily required responsibilities and powers.” However, from the underlying legal expertise (Sidley) we read the minimum statutorily required responsibilities and powers being with the PTI board. We’d like to ask the CWG whether this interpretation is correct. In this case we recommend adapting the related text accordingly.

I would suggest being slightly more explicit about the change we are proposing. I would suggest the following in lieu of the paragraph above:

Para 1112 of the proposal says: “As a separate legal entity, PTI will have a board of directors and have the minimum statutorily required responsibilities and powers.” This phrasing implies that it is the PTI itself rather than the PTI board that will have "the minimum statutorily required responsibilities and powers.” However, from the underlying legal expertise (Sidley) we read the minimum statutorily required responsibilities and powers as being applied to the PTI board. We’d like to ask the CWG whether this interpretation is correct. If so, we would propose amending the sentence by replacing “and” with “who” as follows: “As a separate legal entity, PTI will have a board of directors who have the minimum statutorily required responsibilities and powers.”

>  
> 7) Some comments raise concern with regards to the risk that ICANN board and PTI board could attempt to avoid responsibility for any operational shortcomings by seeking to hold the other board responsible. The ICG deems a clarification being necessary on this point in the following way: If the CWG agrees that the ultimate responsibility for the PTI performance should be undoubtedly clear then we would ask to provide us with related text to the allocation of these responsibilities.

I’m a bit confused by this question. It’s hard to believe the CWG would not want the responsibilities to be clearly allocated between the two boards. Furthermore, paragraph 1113 seems fairly explicit on this point: it is the role of the PTI board to ensure that PTI fulfills its responsibilities under the IANA functions contract with ICANN. Why doesn’t that answer the question? And if it doesn't, are we asking the CWG to amend their proposal? Or are we just asking the question so that we can understand the proposal better (as with the RZM question)? 

Thanks,
Alissa

>  
> 
> Best regards
> 
> Wolf-Ulrich
> 
>  
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