Topics to Discuss with the Board at ICANN67: CaNCUN

[Sam Lanfranco]

Amir,  

	Thanks for joining in the discussion and helping to focus the possible
questions around our constituency concerns. You did a good job of starting
the focus with your comments. I will touch on them lightly, in hopes that
others will join in the discussion.  

	First, what we are not interested in here. While there are a lot of
questions about how both ISOC and PIR handled their processes, those are
not of concern to us as stakeholder groups and constituencies within ICANN.
There are questions about the exact nature of the company to be formed by
Ethos Capital, the private capital company acquiring the .org registry.
They are not about who the buyers are but concern the nature of public
interest protections “baked into” the legal structure of the buying
country. 

	Second, you are right in focusing on ICANN’s handling (or not handling)
issues around the registry transfer process. Here are several, in no order
of importance. Other colleagues may have more, and comments and discussion
are urged.  

	A key starting point issue is does ICANN sees the public interest element
of the .org registry as important. If it does not, then this is simply a
registry transfer. Many of us feel that ICANN should address that issue and
consult and dialogue with its stakeholders. It has done a poor job of that
to date, and there is a real risk of damaging ICANN’s multistakeholder
image around this episode.  

	If ICANN does consider the public interest element of the transfer of the
.org registry to a private capital firm as important, the next question is
what can ICANN do to ensure that this sale, and any subsequent sale of the
.org registry carry some degree of public interest protection.  

	Ethos Capital has made promises, but lawyers are quick to point out that
keeping promises depends on circumstances. Lawyers say: “Get it in the
contact”. To date we are left in the dark about any thoughts, or
negotiations, on contract wording.  

	Also, there is some ambiguity regarding the actual nature of Ethos
Capital. It is apparently an LLC, a very limited form of corporation. It is
not clear if it will be a legal Benefit Corporation, or simply have B Corp
(Trustmark) certification from B Lab. ICANN should legitimately want to
know the exact nature of the buying entity since that impacts on public
interest protection.  

	So, focusing on issues of appropriate .org registry contract language, the
exact nature of the buying entity, and why ICANN has approached the sale
with a lack of stakeholder consultation should serve as the basis for some
highly focused question.  

	We would hope that we get better answers than those found in the Board’s
response to the NCSG letter you refer to. Lastly, I would at least end with
the open-ended question about lessons learned. Hopefully they have learned
something and would have something to say on that topic. 

	Thanks for helping move this episode forward. I hope others will join in
to help clarify the issues here, our concerns, and the appropriate
questions to put before the Board. 

	Sam Lanfranco (NPOC) 
---- Original Message ----
From: Amr Elsadr 
To: NCSG-DISCUSS at LISTSERV.SYR.EDU
Sent: Fri, Feb 7, 2020, 7:21 AM
Subject: Re: Topics to Discuss with the Board at ICANN67: CaNCUN

Hi Sam,
Would you mind elaborating on your proposal a little more? If you have
specific issues you’d like to raise with the ICANN Board, what are they?
In other words, what is the objective in raising the topic with them?
To be clear, I’m not opposed to this being a topic of discussion during
our meeting with the Board, or anything, but if we raise any topic (this or
others) at all, I’d think it’d be sensible to have specific questions,
which when asked would provide clarity on issues or Board/Org views we’re
having trouble divining ourselves. What I don’t think this should be is
an open-ended question we pose to them as “what lessons have been
learned”, and then have the little time we have with them be used up by
them sharing anecdotal views, which will likely be irrelevant to us.
I’m also not clear on the issues with the process we need to raise
either? Is it ICANN’s Registry Transition Process you believe to be
mishandled, ISOC’s process to sell PIR, or something else possibly?
IMO, the Registry Transition Process is likely the issue we need to focus
on the most (ISOC’s process to sell PIR is none of ICANN’s business),
and we need to communicate to the Board once more that ICANN needs to
recognize that as part of that process, there is a need to consult with a
relevant community representing civil society registrants of .org domain
names.
Additionally, we might want to bring up where we might feel that the
Board’s response to the NCSG letter on the topic might have been
underwhelming.
Both of these need to be fleshed out a little more, but in general, we need
to develop our discussion points with a little more granularity than
“what lessons have been learned”.
I hope this helps.
Thanks.
Amr
On Feb 5, 2020, at 5:26 PM, Sam Lanfranco  wrote:
 I would like to suggest that the following topic be considered for a
discussion with the ICANN Board.
	* What lessons have been learned by stakeholders and the Board in the
matter of the proposed sale of PIR and the .org registry?

I pose the question because I believe that how the process has been handled
constitutes a real threat to ICANN's reputation, and viability, as a
multistakeholder organization. 

Sam Lanfranco (NPOC)

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