[PC-NCSG] PTI bylaws - items for possible discussion

[matthew shears]

Hi all

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

1.    principal office issue (Art 2)

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

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

2.    purpose of PTI (art 3)

"The specific purpose of the Corporation is to operate exclusively for 
the benefit of, to perform the functions of and to carry out the 
purposes of the Internet Corporation for Assigned Names and Numbers 
(?*ICANN*?)."

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


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


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

These bylaws are now also up for public comment:

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

Matthew




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



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