NOTE: this message has been cross-posted individually to the RIR mailing lists dealing with this issue. Here are some things that appear to me to be key elements for the transition of the IANA stewardship. At present, the "RIRs are an interested and affected party of the IANA contract because IANA holds ultimate responsibility for allocated and unallocated IPv4, IPv6 and Autonomous System Number address spaces. IANA delegates IP and ASN address blocks to the RIRs on a needs-based approach according to global policies agreed by all the Regional Internet Registries (RIRs). The “global policy development process” is described in the ICANN Address Supporting Organization (ASO) memorandum of understanding. ICANN and the Number Resource Organization (NRO) signed this MoU in 2004. The NRO is an unincorporated organization created in 2003 as a coordination mechanism for the RIRs. The NRO fulfills the role, responsibilities and functions of the ASO as defined within the ICANN Bylaws." (This is a citation from the document at: https://blog.apnic.net/wp-content/uploads/2014/09/NRO-RELATIONSHIP-IANA.pdf ) The Mou between ICANN and the NRO is at: https://aso.icann.org/about-the-aso/aso-memorandum-of-understanding/ That MoU specifies how ICANN's ASO is constituted and provides that "Under this agreement the ICANN Board will ratify proposed global policies in accordance with the Global Policy Development Process, using review procedures as determined by ICANN." Thus, the ICANN Board has ultimate responsibility for IP address policies. This is consistent with the ICANN Bylaws. Up to now, under the IANA functions contract with the NTIA, ICANN was clearly bound to defer to the RIRs for what concerns IP address policies. If there is no contract between ICANN and some external entity, then ICANN would have unrestricted ultimate authority over IP addresses. That is, the ICANN Board could, if it considered it appropriate, override RIR policies. This puts too much power in the ICANN Board which, under ICANN's current structure, is not accountable to any external entity. It would appear desirable that the IANA functions should be contracted for by the served communities, that is, by the NRO/RIRs for what concerns IP addresses. And indeed the draft proposal presented by APNIC on 8 September 2014 envisages a Service Level Agreement between ICANN and NRO and also a non-binding Affirmation of Committments between ICANN and NRO. These proposals are found in the slide show contained in the web page at: http://blog.apnic.net/2014/09/08/iana-session-apnic-38-a-discussion-propos al/ But a non-binding Affirmation of Committments, coupled with a Service Level Agreement, are not the equivalent of a contract for the IANA functions. Thus, it would appear more appropriate to adopt the same approach that has been adopted by the IETF regarding protocol parameters, namely a Memorandum of Understanding (which appears to be a contract) between the NRO and ICANN for the IP addresses. The Memorandum of Understanding between ICANN and the IETF is at: https://www.icann.org/resources/unthemed-pages/ietf-icann-mou-2000-03-01-e n and http://tools.ietf.org/html/rfc2860 That text could easily be modified to refer to NRO and IP addresses instead of IETF and protocol parameters. However, item 4 of the text should be modified so that it reads as follows: "4. Agreed technical work items. ICANN agrees, notwithstanding any provisions in its Bylaws or other corporate documents that might be construed differently, that during the term of this MOU it shall cause IANA to comply ..." In addition, consideration should be given to adding a choice of law clause and a dispute resolution clause, presumably referring to arbitration rather than to national courts. There was extensive discussion (but no agreement) on the IANA Transition mailing list regarding whether or not the fact that a US court could, in theory, order ICANN/IANA to do something contrary to agreed community policies is an issue and, if so, whether anything should be proposed to deal with that issue, such as proposing that the entity that performs the IANA function should have immunity of jurisdiction, or that the entity should have redundant sites in more than one jurisdiction. If there is support for dealing with that issue, then some text could be added. Finally, and in addition to the above, article I.1 of the ICANN Bylaws should be modified to make it clear that it is the NRO that has the overall responsibility for the coordination and allocation and assignment of IP addresses. That change is needed because, at present, article I.1 of the ICANN Bylaws implies that ICANN has the overall responsibility for the coordination and allocation and assignment of IP addresses. Best, Richard