Notes from October 31 conference call between several members of the ICANN board and representatives of the Boston Working Group and Open Root Server Confederation.
Oct. 31, 1998, 3:00 pm EST
ICANN Board Conference Call
This call was audio taped and transcribed by MCI.
- Karl Auerbach (BWG)
- Diane Cabell (BWG)
- Geraldine Capdeboscq (ICANN)
- George Conrades (ICANN)
- Greg Crew (ICANN)
- Esther Dyson (ICANN)
- Jay Fenello (ORSC)
- Frank Fitzsimmons (ICANN)
- Hans Kraaijenbrink (ICANN)
- Milton Mueller (BWG)
- Jun Murai (ICANN)
- Michael Roberts (ICANN)
- Ellen Rony (BWG)
- Anthony Rutkowski (ORSC)
- Molly Shaffer Van Houweling (ICANN/Berkman)
- David Steele (BWG)
- Einar Stefferud (ORSC)
- Dan Steinberg (ORSC)
- Michael Weinberg (Jones Day/ICANN)
- Eric Weisberg (BWG)
- Linda Wilson (ICANN)
- Jonathan Zittrain (Berkman)
Dyson opened the call, announcing to everyone that it was being tape-recorded, that a transcript would be available in approximately one week, and that Shaffer Van Houweling would be taking notes. Then the other participants in the call introduced themselves.
Dyson explained that the ICANN board is working on revising its bylaws and on getting them in a shape where BWG and ORSC feel they have a little buy-in, but where ICANN is still representing all the people who supported the last version of the bylaws. Ideally the board would then be able to get the transfer of authorization from the US government and then go forward and work on a lot of details of implementation (e.g., how to do membership, supporting organizations, and transparency and openness). This initial modification of the bylaws therefore will not be the end of the process, but an important first step.
Dyson said that the board members on the call wanted to hear the BWG and ORSC representatives' thoughts about three sets of issues:
(1) Accountability and representation -- possible membership structures.
(2) Technical advice and unbiased expertise -- SO structures.
(3) Conflicts of interest and how to avoid them -- transparency, rules and other mechanisms.
Weisberg asked about the process that would be followed for having input to the board between now and the November 14 meeting.
Dyson replied that part of the process is this phone call, after which the board will try to get back to BWG and ORSC by Tuesday or Wednesday with final bylaws that we meet most of their concerns.
Weisberg and Auerbach both expressed concern that the proposed process was not enough of a two-way, consultative dialogue. Dyson replied that dialogue and consultation are what the board was trying to achieve with this phone call.
Dyson turned the conversation to the question of accountability and membership. She said that the board was agreed that this would have to be a membership organization, but the board members were still concerned about how they would do that and wanted comments.
Auerbach said that the notion of membership has two characteristics: it's very important and it's very difficult to come up with something that works. He said BWG didn't create a specific membership structure in their proposal because they didn't have the answer. The BWG's position is that the initial board should be mandated to create a membership organization, if a specific membership structure is not adopted at the outset, he said. Creating a hard limit would make them face hard issues. BWG also thinks it would also be a good mechanism if the board had a committee to focus the membership discussion that was open to others besides the board.
Weisberg expressed BWG's concern that whoever is on the interim board is going to define nature of membership. If the interim board is not representative, he said, then whatever they end up with is going to be subject to question and challenge. The representation issue is not simple; it's not just about how you define individuals or organizations. There are multiple possibilities.
Weisberg said the only representative group of stakeholders is the IFWP. The only way that BWG knew for the board to have authority to determine the nature of the membership was for it to be a representative board. So, they proposed an election by the IFWP to choose a representative board, which would then define the membership.
Dyson questioned whether the IFWP is representative either, asking, for example, how many women were involved.
Weisberg said that no one has attempted to come up with an alternative, so the only thing on the table is the IFWP.
Sexton noted that the IFWP was created by women and that attendance at IFWP meetings was pretty even, gender-wise.
Auerbach maintained that, with respect to whether IFWP represents a fair measure of the electorate, we can clearly say that it represents a good subset. We could also add those who made comments to NTIA, everyone who has a domain name, everyone with an email address. By having them opt in to membership (instead of opt out) we could come up with a manageable electorate.
Kraaijenbrink asked why the representation of the initial board is so important if the organization commits itself to a fully open process in setting up a membership structure--asking the international Internet community for suggestions, etc.
Auerbach replied that he understood the question to be: what is the difference between having an election for the initial board and having a transparent process that the board follows. The issue, he said, is trust. There's a sense that people have been disenfranchised.
Weisberg contended that who is on the board is going to determine what the results are.
Dyson replied that that might be the case "if we didn't have you watching our every step."
Weisberg responded "we are not even able to participate as you talk about what the bylaws are going to be."
Kraaijenbrink said that everyone knows what the bylaws are.
Weisberg replied "but we don't accept them."
Crew said that this process needs some form of group to get it running. Given that there's been a lot of input to this process, the decision to create a small board that hasn't been involved in debate to try to get it started is where we are. There would be great difficulty coming from nothing to an election process. We should look at the initial board as a body set up to try to get this thing running.
Fenello said he agreed that this is an issue of trust. "We would have more trust if some of our concerns had been taken into account," he said, e.g. putting some limits on what interim board can do. "Many of us have been led astray during this process."
Conrades asked that Esther finish her initial statement about membership.
Esther said that the board has have put in more constraining provisions in the new set of bylaws and understands that concern. The board agrees that there has to be a membership structure.
Stefferud said "the fact that we appear to be discussing bylaws we've never seen makes it difficult."
Dyson replied, "we're trying to discuss what we should put in the bylaws that you will eventually see."
Kraaijenbrink added, "we are trying to figure out how to change version five based on your comments."
Auerbach noted, "our proposals call for changes in the articles as well as the bylaws."
Steele said, "we've strayed from the question of the board to the question of membership. We should go back to the creation of the board. The process has to be open. The current board was not generated in an open process. Before the current board starts making modifications, we need to deal with that."
Dyson replied, "we are here. We are not going to resign en masse. I don't know why I was selected. I did not promise anyone to do anything. But we can't go back. We need to go forward from here."
Mueller said he didn't think anyone realistically expected the board to resign en masse. But "what you have to realize," he said, "is that, if you read the NTIA comments, half or more of the people who endorsed ICANN expressed concern about the interim board--either process or geographic diversity. So it's not unrealistic to talk about bolstering the interim board to address trust and geography."
Conrades suggested that Dyson log the suggestion of bolstering the board, to save time. The idea of the call, he said, was to get a sense of three major issues. He urged Dyson to finish her statement about membership.
Dyson asked whether, if the board agreed to establish membership (which they don't know how exactly to implement), and if they committed to consult with BWG, ORSC and others, openly, that would overcome the major objection on the issue of membership.
Weisberg said that his opinion was that there is a forum that is representative, that no one in this group had discussed any deficiencies with IFWP. So his suggestion was that IFWP is the body that is capable of holding elections for additional board members. The IFWP is the appropriate body to address issues of what membership structure should be used--not people who are coming to the issue cold. That is in BWG's proposal to NTIA, he said.
Cabell asked what kind of membership language the board was talking about, a general "we will commit to a membership"?
Dyson replied, "yes, basically the BWG position." Then she asked for the last few comments on membership before moving on to the next issue.
Conrades asked Dyson to contrast the wording that is in the bylaws today and a change to that wording that the board thinks would put on the table the fact that they would work for a membership model. "That's all we're talking about today--not solving how this would be done."
Dyson said "one is "we will try'; one is "we will.'" "So my question is, how about if we committed that we would establish a membership structure?"
Fenello responded, "if the big IF is removed, we recognize that care has to be taken in how membership is structured. So that would remove our main concern."
Weisberg suggested, "how about going back to IFWP asking for a recommendation regarding membership."
Dyson replied that the board would certainly consider recommendations from IFWP, and others.
Cabell asked whether, if the board inserted into the bylaws "we will do membership," there was some way to be confident that the membership would be more broad based.
Kraaijenbrink suggested that the simplest solution is for the board to commit itself to establish membership structure. That issue would then be on the table at the meeting in Boston, when the board would listen to suggestions for achieving full representation.
Cabell said that a minimum commitment to membership is different than representation. "Are you just committing to a membership structure?"
Dyson replied that the board was listening to her concerns and would go back and think about language.
Conrades said the board would create methods for dialogue about how membership will work. For now, the board was just trying to get the language simple and remove the "weasel words," he said. It's clear that the board needs a lot more input regarding specific membership approaches.
Stefferud said "we all agree that what you're talking about doing is fine, but we'll all withhold judgment until we see the text, which you promise to show us."
Dyson responded that that is what the board would like to do.
Fenello said that one complication for him was the issue of incorporation in the state of California being inappropriate for membership organizations.
Rutkowski asked whether Weinberg had tried to morph the bylaws into a Delaware membership corporation.
Stefferud said "that's essentially what ORSC does in its bylaws."
Dyson said that what is clear is that the board will commit to a membership structure.
Steinberg said he could talk to Weinberg more offline about the legal issues.
Auerbach recommended that Tamar Frankel be involved in the discussion of the legal issues. "She's quite an expert."
Stefferud said that if the board would like to use ORSC's Delaware-incorporated shell, it may.
Sexton said that everyone should appreciate that we now have meetings every six months or less. "We have a decent community now, as opposed to three years ago." Addressing the issue of trust, he said that ORSC is convinced that they don't care who is on the board as long as the articles and bylaws are sound. On the membership structure, he said, ICANN has three choices: "no membership," "we will study the issue," or "here is our idea of a membership--please modify it." The latter is what ORSC tried, he said. "Would that approach be prudent?"
Dyson said it would be prudent to say "we'll do it," and then look at proposals by ORSC and others.
Auerbach asked whether, since power on board will come from membership and supporting organizations ("SOs"), this was a good point to talk about SOs. He said the BWG position is that, in the current draft bylaws, SOs are both a source of funding and policy. The board has few grounds on which to change policy decisions. BWG thought that power, combined with the SO power to appoint board members, was too much power for SOs. So one possible solution is for the board to be able to propose policy as well, and to accept or reject SO suggestions. An alternative that BWG liked even better was to remove the power of the SOs to appoint board members (although Auerbach himself prefers option one.)
Weisberg said he prefers the latter solution. He said that he would do away with the idea of Supporting Organizations and instead think of counsels that are part of ICANN itself, and not have them selecting board members. As you have different stages of elections, he said, by the time you get through the people at the bottom don't have any say over the SOs' choices.
Auerbach said that a strongly class-based structure tends to concentrate power in majorities within each class.
Weisberg said it becomes entirely top down.
Conrades said "let me make sure I understand." He said he thought the issue was officers of SOs appointing or serving on the board. But the issue is really the question of representation of SOs on board at all.
Weisberg and Auerbach: "Right."
Fenello said there is a danger of bias that favors entrenched stakeholders.
Auerbach said that ARIN, for example, has only 160 members but they claim to represent everyone who has an IP address. "Because SOs define their own membership structure, whoever is in the door first can slam it." He said it would be better to create SOs as permanent advisory bodies instead of as major sources as policy. He posed the following hypothetical: "suppose that the names SO adopts a policy that domain names are subservient to trademarks. Under the current structure, the board would almost have to adopt it. If it turned out to be a bad idea, the board would not have the power to initiate change." The power to appoint board members and initiate policy is too much, he said.
Sexton said that representation within SOs is tricky. He said that ccTLD administrators will try to say they represent all names interests.
Mueller said that ccTLD administrators see the names organization as something they are going to capture. The organization is bound to become a cartel when the controllers of resources have control over policy, he said. Changes to overcome monopoly power will not be met with favor.
Roberts said that the bylaws now posted say that the SOs have to come up with an open membership structure that has to be approved by the board. If the requirements for impartial and effective representation were synonymous with regard to the at-large board members and the SOs, what would be the problem, he asked.
Milton responded that people with a lot to gain (TLD registries in particular) will dominate regardless of whether membership is open or not. The interests of Internet users are more dilute.
Weinberg asked whether, if SOs had less power to develop policy, and that power was shifted more to the board, it would be a problem that SOs could appoint three board members.
Auerbach responded that in his mind there are two alternatives: to remove SOs' power to nominate board members, or to make it so the board could initiate policy, with SOs' suggestions just advisory.
Steinberg said that the ORSC bylaws follow the same line as the BWG and ask that SOs not vote for board members. He said his personal feeling is that it becomes part of the membership question: we can't move toward a membership structure and then say that half of the board is coming from the SOs. The best thing to do is to remove the appointment power and find a way for SOs to be represented under the membership structure, he said.
Weinberg said that he thought the way the ORSC membership structure was put together, certain classes of members matched up well with SOs. So in his mind it might be mainly a semantic difference.
Conrades asked whether there is a difference between having directors of SOs on the board versus having elected representation from SOs on the board.
Sexton said that entrenched facilities selling domain names have more resources. Newcomers can't compete with that. He said that the entrenched people will elect the board members, leading to capture.
Stefferud said it is very different for a class of membership with lots of people in it to elect board members, than for membership to elect leadership of the DNSO and then have the DNSO leadership elect board members.
Rutkowski said that one of the legal issues in that change is conflict of interest. If a representative of an SO sits on the board and also reviews policy coming from SOs, that's a fundamental conflict. Those board members would have to recuse themselves from all of those decisions, theoretically.
Dyson said that the issue of SOs mandating policy is a point worth noting.
Weisberg said that his understanding of NTIA's position is that SOs should not have representation on the board. "This is from our telephone conversation with Magaziner."
Auerbach said that part of premise of SOs is that they would be the technical authority on various issues. But as someone who has worked in this area, there isn't that much technical to address, he said. Yet SOs have a triple role.
Dyson noted that there is also a provision for advisory committees that are not the SOs.
Fenello said there was discussion in the Barcelona DNSO meeting about this and that they discussed non-voting representation on the board for SOs.
Stefferud said that "advisory board" sounds more reasonable than "non-voting members."
Auerbach raised the issue of whether SOs are separate legal entities or part of ICANN. He thinks they should be subcommittees of ICANN, not separate.
Stefferud noted that SOs are also going to supply money.
Auerbach said that, in finances, BWG put forward the idea of "fundamental assets" (e.g. the root) that ICANN would license to operational companies like NSI in return for license fees--instead of going through SO middlemen.
Stefferud asked whether a franchise model makes more sense.
Auerbach said that's the idea: Leasing part of the IP address space, the privilege of operating root zone, etc.
Steele added that fundamental assets couldn't be sold off, just leased for a period of time. So a company like NSI couldn't take "ownership" of .com.
Fenello said that this topic also came up at the DNSO meeting, particularly the issue of a requirement of control on the board's raising and spending of money. He said that DNSO came up with the idea of a budget request for SOs to fund; upon approval, SOs would figure out how to assess their members for the money.
Auerbach said that he doesn't like the funding coming through SOs; it's another place for hiding money and playing accounting games, he said.
Weisberg said that with all these different organizations, each one has to figure out what its rules are, etc. It would be much easier just to organize one organization.
Dyson replied, that "there's a point to having some separation of powers."
Weisberg said "we want a structure for that. The question is whether we need to have multiple organizations."
Cabell said there's not enough of a central organization.
Auerbach said that if the SOs are separate, ICANN would have to enter into explicit contracts in order to make sure it would get anything out of them. It would be easier to contract with individual companies.
Weinberg said that the original idea was that SOs would not be the main source of funds, but that, among other things, SOs would have to make some financial contribution. They were "a" primary source of funding but not "the" privacy source of funding.
Sexton said that if SOs are the source of funding, they are going to charge people they serve whatever they want. It would be better, he said, to say that when an Internet user is getting some resource that requires that something be done, there should be some fee for that.
Wilson announced that she had to leave the call. She said it had been very helpful and that she looked forward to more discussion.
Stefferud said that when we're talking about delegating names we need to be careful about the language we are using. We could fall into the assumption that someone owns all TLDs and can delegate use of them. What if someone comes up with a totally new name and the root owners say that they own it even though they've never heard of it. This is really an advertising model, not an ownership model, he said.
Auerbach said that the privilege to edit the root is what can be licensed. People don't have to recognize the root, but most will.
Stefferud said that he and Auerbach don't disagree, that his point is just that "what the zone owner has the right to do is edit advertising in the zone. The semantics have assumptions buried in them."
Weisberg said he wanted to clarify that SOs did not come from IFWP, but were proposed by IANA.
Auerbach said that he never liked SOs and that "many of us have problems with the process of the successive IANA drafts. Many of us made objections in legitimate fora and they were never addressed."
Sexton said that there were consensus calls in the IFWP meetings and that this power for SOs was voted down.
Steinberg said that something that looks a lot like the SOs was in the White Paper. "We should work to make it into something we can live with."
Dyson said that the board would look at the transcript of this call to see what was suggested here.
Someone suggested that the board look at Ellen Rony's comparison chart.
Rony said that she would send Dyson the updated URL for Dyson to forward to the rest of the board.
Weisberg asked whether the board was concerned that was making decisions about things that others know more about.
Conrades responded that the board is trying to learn more about the responses to the draft bylaws and to get to the point where they have an initial set of bylaws that might need further work. "We didn't want to proceed with fifth revision without having conversations with you and others."
Weisberg said "but you are going to do that without help from us."
Dyson responded "we don't expect perfection. We will show you our new version when it's ready."
Dyson then turned to conflicts of interest. "We've adopted wording from your proposals as we've worked toward the next version of the bylaws," she said. "But I'd like to hear more of what you'd like to say."
Stefferud said that the simple way to deal with it is to announce what the conflicts are and let everyone be aware of it.
Dyson said "so the major issue is disclosure and openness."
Someone said that the disclosure requirements should apply to employees as well as board members.
Fenello said that, regarding openness, transcripts are more open than minutes. Open attendance at board meetings is even better. The ability to remove board members who go totally off track would be better too.
Auerbach added, "to the extent possible, let's try to get this stuff online in real time."
Steele asked whether they had addressed all three issues to the board's satisfaction.
Dyson said she'd learned a lot and would like to hear from the rest of the board.
Conrades said that his understanding is that on conflicts of interest there are two parts: one, disclose conflicts; two, have open meetings. He said that the board hadn't discussed the latter fully and would have to think about it more.
Dyson said that even at the Electronic Frontier Foundation board meetings are private. "I don't think the board wants to have open board meetings. We would aim to publish minutes more quickly."
Weisberg said that EFF is a different kind of organization. "This organization is managing public assets."
Sexton said that open meetings would be nice. He noted that he can watch the US and Canadian governments make policy on television. "Why not the same for Internet governance?"
Stefferud said that combining ideas from California law and Delaware law (as in the ORSC bylaws) is about as good as you can get.
Kraaijenbrink asked whether cabinet meetings in the US are on television. He noted that in Europe, meetings of parliament are public but meetings of the executive branch are not.
Weisberg made a comparison to school board openness requirements, which he said are effective.
Fenello said that there is strong tension here. He said we want to honor privacy, but that the board should have less expectation of privacy than normal citizens. As for conflicts of interest, he said "One should not make laws for things that rarely happen." There are lots of variations on conflict of interest, so there needs to be a dynamic structure, including perhaps a board member who is in charge of monitoring these things.
Dyson said that she thinks the best solution for conflicts of interest is disclosure. As for board meetings, she said that in public, people tend to posture. Meetings can often be more productive, with people more apt to compromise, in private.
Weisberg said that such compromise might be on principle that should not be compromised.
Fenello said that given that ICANN will have the ability to tax users of the Internet, he thinks they should go for the open route.
Weisberg added that "the idea that each of us has a higher morality than the people as a whole and therefore we should not expose what we are doing to the public because we might do what they want us to has a degree of arrogance to it."
Auerbach suggested that the default be open.
Dyson noted the amount of grandstanding in Congress.
Rony said that "maybe it was worse when we couldn't see what was going on," although she admitted that openness is harder on lawmakers
Stefferud suggested that in addition to simple exposure of conflict of interest information, there should perhaps be a committee of the board that discusses these issues with people who think they may be getting into conflicts.
As for openness requirements, he said that "there are times when private conversation is the way to resolve conflicts."
Mueller added, "on the question of transparency, we all understand that there's a tradeoff to be made there. If you handle membership and SO questions right, people will be willing to cut you more slack on openness."
Fenello said that "we need to give the Internet the opportunity to transform governance. I think that the default method should be as open as possible."
Weisberg proposed that the participants have an email list discussion among themselves regarding particular language on various issues. BWG's experience is that this works very well.
Stefferud said "I believe that is what is planned. There will be a new version from ICANN and we will discuss it."
Someone asked whether it would be appropriate to show the proposal to BWG and ORSC before releasing it publicly.
Dyson replied that she is only the chairman and can't unilaterally change what the board has decided. She said the board's plan was to get back together, consider what they've heard today, and come up with a new draft, and have it be the final draft. "We wanted to let you know about it before we sent it out to Ira. But we don't really want to have a joint drafting session."
Sexton asked "when you ask for comments, who will you show it to and solicit comments from? What is the purpose of the Nov. 14 meeting?"
Dyson said that the board has been instructed by the Department of Commerce to pay special attention to BWG and ORSC. The meeting on Nov. 14 is to be one of many open meetings with the public, all over the world. At the Nov.14 meeting the board will have its draft bylaws, hopefully with some support from ORSC and BWG. "There will be a lot of holes in them, changes to be made, things to be worked out. The purpose of the meeting is to start a year long transition process."
Stefferud said that there are several ways to be open. You could be very open about what you are going to do in advance and let people give comments. That doesn't foreclose having some private consultations. What has to be public is what you are actually going to adopt, with sufficient time for comments.
Dyson said "right, that's what we're doing right now with version five."
Conrades said he agreed with Stefferud that openness doesn't prevent discussing changes in wording.
Dyson said "so what I understand from George and what I will talk about with the rest of board is that we might show you, say, version 5.7."
Conrades replied "what I really meant was that you, Esther, might have phone conversation regarding specific wording of individual points."
Dyson said that maybe the lawyers should be doing that.
Cabell said "that's what we thought would be set up. That's the format that we thought would be operating."
Dyson said "I think that's right, now. Mike, is that ok?"
Weinberg said "I would be happy to have wording suggestions from everyone on this phone call. Perhaps each group could designate one person, perhaps a lawyer."
The BWG participants indicated that Auerbach was their designee; ORSC indicated that Steinberg was theirs. Stefferud offered to send a message delineating what ORSC sees as the significant differences between version five of the IANA bylaws and ORSC's proposal.
Weinberg said that what he expects is for the current ICANN board to get together and discuss issues raised in this call and in the BWG and ORSC submissions and then to give him an indication of what route they want to go on; then he can work with BWG and ORSC representatives on wording.
Conrades said that in the final analysis, the board has to vote on the language. "But the idea that Mike can be the recipient for wording suggestions is appropriate."
Mueller said, "I just want to raise the issue that given the timing the prospect of adding people to the interim board is something you would not receive very favorably. If that is the case, then you should take seriously the suggestion that the membership committee should include people outside the board. That would increase support for the organization."
Stefferud clarified the suggestion that the membership advisory committee get outside help.
Conrades said that the initial assumption that the interim board would not expand may not be correct.
Steele said "I think the point is that additional members will not be added until after the changes in the articles and bylaws."
Stefferud said "there's an abstract point that I would like to make; I've discovered that a vote is not a voice. There's a real need, because of the conflict and distrust that's built up, for a way to build trust. One way is the idea of fair hearing panels, where people can go with their complaints and issues and get a hearing without going to the courts. They would be external to the board, appointed to go conduct hearings on a particular thing."
Steele said that distrust has built up as result of closed process. "Esther, you should take steps to remedy distrust. I have some suggestions."
Fenello asked, "when will negotiations with the US government take place? Before or after the Nov. 14 meeting?"
Dyson replied that the board has no way of controlling that. She said that ICANN's lawyers will talk to the BWG and ORSC designees and will come up with a draft that they hope to send to Ira by Wednesday, when ICANN has a conference call scheduled with him. "Ideally we will have US government approval by the 14th."
Dyson clarified that Michael Weinberg of Jones Day is the lawyer working on this and Weinberg gave his email address.
Cabell asked, "will you be looking for support from BWG and ORSC?"
Dyson replied, "yes."
Rony asked "are you hoping to get sense of validation from the open forum? What are the functions?"
Dyson replied, "of course we'd like sense of validation. But there are a lot of things we need advice on, and suggestions. The issue of membership is one of them."
Weisberg asked "do you understand that we do not agree that Mike Roberts should be a board member?"
Dyson replied that there had been some discussion about that and that it is not something that is likely to change.
Fenello asked "but there were not bylaws in place to justify his election, right? What bylaws are in effect now?
Weinberg replied that that's dealt with in the California code.
Auerbach said the board needs to recognize that this is a trust-building exercise. "You don't want to trip over sensitive issues and cause more mistrust."
Weisberg said that the mistrust is not a result of people looking for something to quibble about. "We have consensus that we arrived at through a process. It's been validated through community comment. And what was done was not consistent with what should have been done. There's a basis for mistrust."
Dyson responded, "we are trying to rebuild the trust. It's going to be a long process."
Weisberg asked, "is there going to be a wrap up meeting of IFWP? Something organized with the intent of affirming what the feeling of the community is?"
Dyson replied that "there's not going to be a "wrap-up' until about a year from now."
Weisberg said, "if there's going to be a wrap-up meeting about a year from now, that will make a big difference to a lot of people. Will it be an IFWP meeting?"
Dyson replied that, actually, there may never be a "wrap-up" meeting in that more formal sense. The permanent board will always have new issues to deal with. "So I'm not sure I understand."
Weisberg said, "what we're looking for is wrap up of IFWP process."
Weinberg asked, "isn't that up to the IFWP?"
Weisberg replied that IFWP was "torpedoed" and needs to be revived.
Weinberg asked, "who would do that, Tamar?"
Weisberg replied, "if your group were to say, "IFWP, re-form yourself,' then you could become the organizer of the IFWP. You could provide the leadership for the IFWP."
Dyson asked, "so you're saying, let IFWP become the membership."
Weisberg replied, "yes, it's all there for you. Everybody who's anybody has participated."
Sexton added that most people who had been participating in various DNS policy lists did join the IFWP list when the government seemed to affirm the IFWP process this summer.
Dyson raised questions about the representativeness of IFWP for people who hadn't participated in the process. She said she'd be happy to hear more about this issue in her meeting with Auerbach on Monday.
Rony said, "your process is: you are going to meet with board, meet with Karl, BWG and ORSC will send you specific wording and private conversations may be held as well. Before you go to Magaziner on Wednesday, will you send a version to BWG and ORSC?"
Dyson responded that she would have to talk to the board about that.
Rony said that "if you go with a completed thing on Wednesday, there will be people who feel disenfranchised. But if BWG and ORSC have seen it and agreed (maybe with reservations) it will be more acceptable within the Internet community."
Dyson said she couldn't speak for the board, but "we really will take that into account."
Rony said, "if you don't you will start off with more of the same--flack from people who were not in on this conversation."
Steele said that one of the things that would help to remedy the ill will would be to openly acknowledge the method that was used to select the board.
Dyson replied that that was a good suggestion but that she didn't know if it was possible because she didn't know what the method was.
Steele replied that he was sure it could be reconstructed. "For example, who called you?"
Dyson said she thought the notion was first suggested to her by Roger Cochetti from IBM and Ira Magaziner himself, in Aspen in August. They asked her if she might be interested and said that it was good that she had not been involved in the conflict to this point.
Rutkowski asked, "who is presently responsible for the corporation?"
Weinberg responded, "the board of directors."
Rutkowski said, "so Herb is not responsible, as pursuant to the letter?"
Weinberg replied "ICANN will be making a proposal to Commerce and hopes that it gets accepted."
Steele said that BWG sent a letter to Becky Burr about starting discussions with Herb. They wanted some written instructions about negotiating with ICANN instead of Herb. "It would be useful to have a letter from NTIA indicating that ICANN is the party that people should be negotiating with."
Auerbach said "it's just a matter of filling in the gaps of successorship legitimacy."
Weinberg said that the board has the power to modify the articles.
Cabell asked, "do you have any current plans to add members to the board soon?"
Dyson replied, "other than through the SO process, no."
Several people commented about the importance of international acceptance of the organization. Dyson said that there would be international meetings, including several upcoming in Europe.
Auerbach raised the issue of the legitimacy of the government transfers to the new entity. He said he hadn't yet discovered any statutory authority for the transfer and that it's important that the government clarify its own authority.
Weisberg raised the issue of BWG's suggested election process, using a method such as "single transferable vote." :
Dyson replied that this is the sort of thing that the board would look at but which won't be decided for the next draft of the bylaws.
Someone re-emphasized the suggestion that outsiders be on the membership committee.
Weisberg reported that IFWP didn't have a chance to work out the specifics of membership.
Sexton suggested that the IFWP list could discuss specific membership models, to give a headstart to the membership committee.
Sexton asked how the board would talk to people, if not through the Internet (because of concerns that not everyone has equal access).
Dyson replied that she didn't know, that it's not simple, but that "I want to make sure that when we say "representative' it's really representative."
Auerbach said that "we are setting a model for lots of issues that are going to come up in the future."
Weisberg predicted that additional functions would be added to this structure. "My sense is that you are going to lay down a structure and if it's not democratic that will hurt everything that follows."
Rony noted that the White Paper made it clear that this isn't supposed to become a monolithic structure for Internet governance.
Weisberg responded that there's nonetheless a lot of pressure to make this entity govern these other issues.
Rony suggested that people need to be educated to the contrary.
Auerbach noted that the board can change bylaws even if there's education, and that the government won't have a permanent role in defining the organization's scope. Also, there will be "many fuzzy issues."
Kraaijenbrink said that the task for the initial board to come up with a fully operational board that people are happy with, "or else we've failed."
Sexton summarized the discussion as covering membership, general agreement that SOs should revert to an advisory body, the need for full disclosure of conflicts of interest, and the plan that a new draft be presented to Magaziner on Wednesday.
Weinberg noted that the board didn't agree to anything yet.
Dyson said that the SO issue is more complicated than Sexton suggested.
Weisberg asked where support for the SOs comes from?
Weinberg responded, "the technical community and the business community."
Weisberg said it seems like the SOs are sacrosanct, but the Internet community does not seem to perceive them that way.
Weinberg said that lots of people from the technical community and the business community worldwide contributed comments regarding the SO structure.
Auerbach said that this shows that people who supported the IANA proposal were part of a more closed discussion group--outside of the IFWP process.
Weisberg said that "we don't know who these supporters were or the degree of their support."
Auerbach said, "as a member of IETF and former chair of the IETF policy working group, I can't see that there's been a focused discussion of this issue. A few people just said "let's go for this' because Jon wanted it. But it doesn't seem right to say the technical community supports this."
Dyson announced that she is meeting with Auerbach on Monday and is happy to meet with anyone else, schedule permitting.
Weisberg raised the final issue of ICANN's corporate office being in Los Angeles County.