Draft PTI Articles of Incorporation
1 July 2016 23:59 UTC
31 July 2016 23:59 UTC
Staff Report Due
5 August 2016 23:59 UTC
This public comment proceeding seeks community input on the Draft PTI Articles of Incorporation. In order to reflect the recommendations contained in the proposals by the IANA Stewardship Transition Coordination Group (ICG) as provided to the ICANN Board and transmitted to NTIA on 10 March 2016, ICANN must incorporate an affiliate, referred to as PTI, for the performance of the naming-related IANA functions. ICANN also intends to subcontract the performance of the numbering- and protocol parameter-related IANA functions to PTI.
In order to incorporate an affiliate, which is a necessary step in ICANN's planning efforts for the implementation of the ICG Proposal, a first step is to file articles of incorporation. There are legal requirements for the content of articles of incorporation.
Keeping these requirements in mind, the proposed draft of the PTI Articles of Incorporation was developed to meet the recommendations of the IANA Stewardship Transition Coordination Group (ICG) proposal that a new legal entity be formed to perform the three IANA functions.
Any interested party may review and provide feedback on the draft PTI Articles during the public comment period. The comments will be analyzed against the legal requirements and incorporated for the ICANN Board consideration and approval of ICANN proceeding with the incorporation of PTI.
Section I: Description and Explanation
The draft PTI Articles of Incorporation were drafted in order to reflect the recommendations of the IANA Stewardship Transition Coordination Group (ICG) proposal as provided to the ICANN Board and transmitted to NTIA on 10 March 2016. As part of that work, ICANN is required to incorporate an affiliate that will perform the naming-related IANA functions under contract with ICANN. That affiliate is currently referred to as PTI. ICANN also intends to subcontract the performance of the numbering- and protocol parameter-related IANA functions to PTI.
In order to incorporate an affiliate, which is a necessary step in ICANN's planning efforts for the implementation of the ICG Proposal, a first step is to file articles of incorporation. There are legal requirements for the content of articles of incorporation. Keeping these requirements in mind, the proposed draft of the PTI Articles of Incorporation was developed to meet the recommendations of the IANA Stewardship Transition Coordination Group (ICG) proposal that a new legal entity be formed to perform the three IANA functions.
The proposed Articles of Incorporation are the first of few governance documents that will be necessary for PTI to be put into operation. In the coming weeks, ICANN will also be posting for public comment proposed Bylaws for PTI, as well as a proposed PTI Conflict of Interest Policy and a PTI Board Code of Conduct. There will also be a contract between ICANN and PTI for PTI's performance of the naming functions. A draft of that contract will be posted for comment after it is reviewed and considered with the Cross-Community Working Group to develop an IANA Stewardship Transition Proposal on Naming Related Functions and the independent legal counsel engaged to assist the Working Group.
The ICG proposal was developed through public processes, including multiple opportunities for public comment. The draft PTI Articles are required to meet one of the recommendations in the ICG proposal: the formation of a new legal entity to perform the three IANA functions. All implementation planning efforts can be tracked at https://www.icann.org/stewardship-implementation.
Because these draft PTI Articles are drafted to the publicly vetted proposal, this comment period is designed to solicit inputs from the broader community on how the proposal requirements were brought into the Articles and if there are areas seen as inconsistent with the ICG proposal. Of note, the CWG-Stewardship and its counsel have reviewed these Articles and provided feedback, which has been incorporated into these draft Articles that are being published for public comment. This public comment period is not intended to be a forum for the reconsideration of those transition-related proposals.
Section II: Background
The IANA Stewardship Transition
For almost two decades, ICANN has performed the IANA functions under a zero-dollar contract with the U.S. Government, implementing policies developed by the multistakeholder community. The U.S. Government always envisioned its role as steward of the IANA functions as temporary, and, in March 2014, announced its intention to transition that stewardship to the global multistakeholder community. This transition will not affect how the identifiers are coordinated nor will it affect the functionality of the Internet or our ability to access it. In fact, the transition is nothing more than the final step in an 18-year process to privatize the management of the IANA functions.
The National Telecommunications and Information Administration (NTIA) asked ICANN to convene an inclusive, global discussion that involved the full range of stakeholders to collectively develop a proposal for the transition. NTIA stated that the transition proposal must have broad community support and meet the following criteria:
- Support and enhance the multistakeholder model;
- Maintain the security, stability, and resiliency of the Internet DNS;
- Meet the needs and expectations of the global customers and partners of the IANA services; and,
- Maintain the openness of the Internet.
NTIA also specified that it would not accept a proposal that replaces NTIA's role with a government-led or intergovernmental organization solution.
Developing the Community Proposals
Two sets of recommendations comprise the package provided to the ICANN Board for the IANA Stewardship Transition. One set of recommendations involved the proposal from the direct operational customers of the IANA functions. This proposal was prepared by the IANA Stewardship Transition Coordination Group (ICG). The ICG, comprised of thirty individuals, representing the broad range of Internet stakeholder interests, were nominated by their respective communities. The ICG assembled input from three global multistakeholder communities with direct operational relationships with the IANA functions to develop a proposal to transition NTIA's stewardship of the IANA functions.
- Read the final ICG proposal here [PDF, 2.32 MB].
The other set of recommendations related to enhancing ICANN Accountability in relation to the IANA Stewardship Transition. This proposal was prepared by the Cross Community Working Group on Enhancing ICANN Accountability (CCWG-Accountability), made up of members from ICANN's Supporting Organizations and Advisory Committees, and over 200 participants, developed a separate proposal for enhancing ICANN's accountability in light of the changing historical relationship with the U.S. Government. Together with ICANN's existing structures, the group recommended mechanisms to ensure ICANN remains accountable to the global Internet community.
- Read the final CCWG-Accountability proposal here [PDF, 6.03 MB].
Proposals Delivery and NTIA's Report
On March 10, 2016, the ICANN Board of Directors transmitted the IANA Stewardship Transition and Accountability Proposals to NTIA for its review and approval.
On 9 June, NTIA announced "that the proposal developed by the global Internet multistakeholder community meets the criteria NTIA outlined in March 2014 when it stated its intent to transition the U.S. Government's stewardship role for the Internet domain name system (DNS) technical functions, known as the Internet Assigned Numbers Authority (IANA) functions."
ICANN's implementation planning efforts based on requirements of the ICG and CCWG-Accountability proposals can be tracked at https://www.icann.org/stewardship-implementation.
Section III: Relevant Resources
- Draft PTI Articles of Incorporation [PDF, 112 KB]
- ICG Proposal [PDF, 2.32 MB]
- CCWG-Accountability Proposal [PDF, 6.03 MB]
Section IV: Additional Information
Report and Supporting Documents
- Report [PDF, 351 KB]
- 2 August 2016 Revised draft Articles to Address Comments (Redline from comment version) [PDF, 64 KB]
- 2 August 2016 Revised draft Articles to Address Comments (Clean) [PDF, 62 KB]
Report of Public Comments