Purpose

The Structural Improvements Committee (SIC) of the ICANN Board is responsible for review and oversight of policies relating to ICANN’s ongoing organizational review process, as mandated by Article IV, Section 4 (Periodic Review of ICANN Structure and Operations) of ICANN’s Bylaws. The reviews shall be conducted in accordance with the Bylaws. The Committee shall use such reviews to assess whether each organization has a continuing purpose in the ICANN structure and shall issue recommendations aimed to enhance effectiveness of the structure.

Scope of Responsibilities

The following responsibilities are set forth as a guide for fulfilling the Committee’s purposes. The Committee is authorized to carry out these activities and other actions reasonably related to the Committee’s purposes or as assigned by the Board from time to time:

1. Reviewing, and suggesting changes as warranted to streamline and standardize, where possible, ICANN’s policies and processes governing organizational review;
2. Oversight of ICANN’s organizational review process through the engagement of one or more consulting firms to conduct independent reviews, and use of ICANN Staff as appropriate. The Committee must submit to the Board, for its approval:
   
   
   1. A schedule and preliminary budget for all independent reviews;
   2. The proposed mechanisms for engagement of outside consultants (RFP or otherwise);
   3. Criteria for the selection of the independent consulting firm to conduct each review and the desired work product; and
   4. The methodological approach, terms of reference, and any other relevant instructions for independent reviews.
3. Oversee the work, in conjunction with ICANN Staff, of the independent consulting firm engaged, including the quality and content of the work product and pursuing all necessary follow-up;
4. Create and populate Working Groups for each of the Reviews, if and when deemed necessary. The members of the Working Groups are chosen among present and past Board Directors and Liaison Directors;
5. Coordinate the work of the Working Groups, and evaluate the recommendations coming from the review process, in particular, but not limited to, pointing out inconsistencies in the recommendations presented for different bodies; and
6. Regularly report to the full Board with respect to the Committee’s activities.

Relationships with Other ICANN Structures

There shall be a designated ICANN Staff member responsible for support of the periodic review process and the functions of the Committee. In carrying out its responsibilities, the Structural Improvements Committee shall consult with the Supporting Organizations, the Advisory Committees, and the Nominating Committee, respectively, regarding all pertinent aspects of the review of each such organization.

Composition

The Committee shall be comprised of at least two, but not more than five voting Board Directors and not more than [ ] Liaison Directors, as determined and appointed annually by the Board, each of whom shall comply with the Conflicts of Interest Policy. The voting Directors shall be the voting members of the Committee. The members of the Committee shall serve at the discretion of the Board.

Unless a Committee Chair is appointed by the full Board, the members of the Committee may designate its Chair from among the voting members of the Committee by majority vote of the full Committee membership.

The Committee may choose to organize itself into subcommittees to facilitate the accomplishment of its work. The Committee may seek approval and budget from the Board for the appointment of consultants and advisers to assist in its work as deemed necessary, and such appointees may attend the relevant parts of the Committee meetings.

Meetings

The Structural Improvements Committee shall meet at least three times per year, or more frequently as it deems necessary to carry out its responsibilities. The Committee's meetings may be held by telephone and/or other remote meeting technologies. Meetings may be called upon no less than forty-eight (48) hours notice by either (i) the Chair of the Committee or (ii) any two members of the Committee acting together, provided that regularly scheduled meetings generally shall be noticed at least one week in advance.

Voting and Quorum

A majority of the voting members of the Committee shall constitute a quorum. Voting on Committee matters shall be on a one vote per member basis. When a quorum is present, the vote of a majority of the voting Committee members present shall constitute the action or decision of the Committee.

Records of Proceedings

A preliminary report with respect to actions taken at each meeting (telephonic or in-person) of the Committee shall be recorded and distributed to committee members within two working days, and meeting minutes shall be posted promptly following approval by the Committee.

Review

The performance of the Committee shall be reviewed annually and informally by the Board Governance Committee. The Board Governance Committee shall recommend to the full Board changes in membership, procedures, or responsibilities and authorities of the Committee if and when deemed appropriate. Performance of the Committee shall also be formally reviewed as part of the periodic independent review of the Board and its Committees.