Internet Corporation for Assigned Names and Numbers

Minutes of Board Meeting

10 December 2010

A transcript of the meeting is posted at http://cartagena39.icann.org/meetings/cartagena2010/transcript-board-meeting-10dec10-en.txt [TXT, 71 KB].

A Regular Meeting of the ICANN Board of Directors was held on 10 December 2010 in Brussels, Belgium.

Chairman Peter Dengate Thrush promptly called the meeting to order.

In addition to Chairman Peter Dengate Thrush the following Directors participated in all or part of the meeting: Rod Beckstrom (President and CEO), Dennis Jennings (Vice Chairman), Harald Tveit Alvestrand, Steve Crocker, Gonzalo Navarro, Rita Rodin Johnston, Raymond A. Plzak, Rajasekhar Ramaraj, George Sadowsky, Mike Silber, Jean-Jacques Subrenat, Bruce Tonkin, Katim Touray, and Kuo-Wei Wu.

The following Board Liaisons participated in all or part of the meeting: Heather Dryden, GAC Liaison; Ram Mohan, SSAC Liaison; Thomas Narten, IETF Liaison; Jonne Soininen, TLG Liaison; and Vanda Scartezini, ALAC Liaison.

  1. Executive Session

  2. The Board conducted an executive session, in confidence. No actions were taken during the executive session

  3. Consent Agenda

  4. The Chair of the Board noted his thanks to the hosts of the meeting and how wonderful the reception to ICANN was in Cartagena. The Chair also noted the extensive amount of work done by the ICANN community at the meeting, and that the Board is grateful for all of the input and contributions.

    The Chair then discussed the design of the agenda for the meeting, including an explanation of the consent agenda and the Board's ability to request for items to be removed from the consent agenda.

    The Chair then moved and Dennis Jennings seconded the following resolution:

    Resolved (2010.12.10.01), the following resolutions in this Consent Agenda are hereby approved:

    2.1. Approval of Minutes from 28 October 2010 ICANN Special Board Meeting

    Resolved (2010.12.10.02), the Board hereby approves the minutes of the 28 October 2010 ICANN Special Board Meeting.

    2.2. Approval of Minutes from 5 November 2010 ICANN Board Meeting

    Resolved (2010.12.10.03), the Board hereby approves the minutes of the 5 November 2010 ICANN Special Board Meeting.

    2.3. Approval of Bylaw Amendments on SO/AC Board Member Term Transitions and End Dates

    Whereas, the Bylaws currently require that all incoming members of the ICANN Board of Directors not appointed by the Nominating Committee (NomCom) are seated on the Board six months after the prior year's Annual General Meeting (AGM).

    Whereas, six months after the prior year's AGM typically occurs in between ICANN's Public Meetings.

    Whereas, the Board Review Working Group recommended that the seating of Board members not appointed by NomCom occur at a mid-year Public Meeting of ICANN to facilitate the transitioning of the Board.

    Whereas, the Board Governance Committee (BGC) considered this issue and recognized that a mid-year meeting may not occur on an annual basis, and recommended modifications to allow for seating of incoming directors without delay.

    Whereas, on the recommendation of the BGC, the Board approved the 30-day posting for public comment the proposed Bylaws amendments to facilitate this change in transition, posted at <http://www.icann.org/en/public-comment/public-comment-201012-en.htm#bylaws-amend-article-vi8>.

    Whereas, the BGC has recommended that the public comment period be extended for another 30 days.

    Resolved (2010.12.10.04), the Board adopts the BGC recommendation that the public comment period be extended through 7 January 2011.

    2.4. Response to Reconsideration Request 10-3

    Whereas, the BGC has reviewed and considered Reconsideration Request 10-3 submitted by Michael Palage on 25 October 2010 (amended 18 November 2010) concerning the Board's 25 September 2010 resolution regarding the High-Security Top-Level Domain program.

    Whereas, the BGC has determined that the reconsideration request should be denied as being unsupported and will not further consider the request.

    Whereas, the reconsideration request and the BGC's recommendation have been posted on the ICANN website <http://www.icann.org/en/committees/board-governance/requests-for-reconsideration-en.htm>.

    Resolved (2010.12.10.05), the Board adopts the recommendation of the BGC that no action be taken in response to Reconsideration Request 10-3.

    2.5. Approval of NomCom Review Implementation

    Whereas, on 25 June 2010, the Board resolved to direct ICANN Staff, in coordination with the Structural Improvements Committee (SIC), to develop a proposed implementation plan and timeline for the recommendations in the Final Report of the Nominating Committee (NomCom) Review finalization Working Group and to submit these to the SIC for review and Board approval. <http://www.icann.org/en/minutes/resolutions-25jun10-en.htm#1.4>

    Whereas, at its 3 November 2010 meeting, the SIC reviewed the "Nominating Committee Improvements Implementation Project Plan" (Project Plan), dated 3 November 2010, and determined that after expansion of the Executive Summary section, the Project Plan should be forwarded to the ICANN Board with a recommendation that the Project Plan be approved.

    Whereas, the Project Plan <URL to be inserted>, dated 5 November 2010, incorporates an expanded Executive Summary section.

    Resolved (2010.12.10.06), the Board approves the "Nominating Committee Improvements Implementation Project Plan" <URL to be inserted> dated 5 November 2010, and directs the President to implement it.

    2.6. ICANN Investment Policy

    Whereas, the Board Finance Committee directed the engagement of KPMG to review ICANN's Investment Policy.

    Whereas, KPMG completed its study, which included a survey of the views of Board members on investment criteria and a review of best practices for similar organizations.

    Whereas, KPMG's study indicated that ICANN's Investment Policy is fundamentally sound but can be enhanced with minor modifications.

    Whereas, the Board Finance Committee has discussed the Investment Policy as well as the Reserve Fund performance.

    Whereas the, Board Finance Committee agrees with staff that proposals be requested from qualified investment management firms, including ICANN's current manager, to manage the reserve fund assets. The RFP process will also provide an opportunity to further assess the Investment Policy.

    Resolved (2010.12.10.07), that the Board acknowledges the results of the study performed by KPMG indicating that ICANN's Investment Policy is fundamentally sound. The Board further acknowledges that the Board Finance Committee is overseeing further work to ensure that Reserve Fund assets continue to be appropriately managed.

    2.7. ICANN Disbursement Policy

    Whereas, the Disbursement Policy adopted by the Board in 2008 <http://www.icann.org/en/financials/finl_control-signing_authority.htm> requires that two of the three officers required to approve disbursements greater than $100,000 but less than $500,000 must be the Chief Financial Officer (CFO), Chief Operating Officer (COO), or the Chief Executive Officer (CEO).

    Whereas, pending the hiring of a new CFO, the COO will be named the Interim CFO.

    Whereas, given that the COO will be named the Interim CFO, the BFC has recommended that the Board adopt changes to the Disbursement Policy requiring just one of three officers needed to approve disbursements greater than $100,000 but less than $500,000, be the CFO, the COO or the CEO.

    Resolved (2010.12.10.08), the Board adopts the revised Disbursement Policy (URL to be inserted when available).

    2.8. Acknowledgment of Receipt of FY 11 Update to the ICANN Plan for Enhancing Internet Security, Stability & Resiliency

    Whereas, the FY 11 Update to ICANN's Plan for Enhancing Internet Security, Stability & Resiliency (SSR) was posted for public comment from 13 September to 5 November 2010.

    Whereas, a final version of the FY 11 SSR Plan incorporating public comment has been prepared and is available at <http://www.icann.org/en/topics/ssr/ssr-plan-fy11-clean-23nov10-en.pdf> [PDF, 1.49 MB] and <http://www.icann.org/en/topics/ssr/ssr-plan-fy11-redline-23nov10-en.pdf> [PDF, 1.33 MB].

    Resolved (2010.12.10.09), the Board acknowledges receipt of the FY 11 SSR Plan.

    2.9. Approval of MoU with the New Partnership for Africa's Development Planning and Coordinating Agency (NEPAD/NPCA)

    Whereas, ICANN has developed a collaborative program with private and intergovernmental parties to conduct outreach to governments and local Internet communities.

    Whereas, Memorandums of Understanding help promote joint activities in compliance with ICANN by-laws and assist ICANN staff to engage with respective organizations both globally and locally.

    Whereas, the NEPAD/NPCA, an inter-governmental not-for-profit organization, expressed an interest to enter into a non-binding MOU with ICANN to collaborate on the creation of joint projects in support of a common mission to improve Internet Governance.

    Whereas, ICANN staff and the NEPAD/NPCA successfully concluded negotiations over the text of a nonbinding MoU and entry into such an agreement would promote the mission and interests of ICANN in the region.

    Resolved (2010.12.10.10), the ICANN Board of Directors direct the President and CEO to enter into the MoU agreement with the NEPAD/NPCA.

    2.10. Updates to Membership on Board/GAC Working Group

    Whereas on 26 June 2009, the Board resolved to establish a Board/GAC joint working group.

    Whereas, on 27 August 2009, the Board resolved that the members of the Board/GAC joint working group would be Raimundo Beca, Ram Mohan, Raymond Plzak (co-chair), Jean-Jacques Subrenat, and Katim Touray.

    Whereas, by the conclusion of the ICANN meetings in Cartagena in December 2010, both Raimundo Beca and Jean-Jacques Subrenat will have concluded their terms as members of the ICANN Board.

    Whereas, the BGC has recommended that Bertrand de La Chapelle and Gonzalo Navarro should be selected to serve as members of the Board/GAC joint working group.

    Resolved (2010.12.10.11), that the Board members of the Board/GAC joint working group shall be Bertrand de La Chapelle, Ram Mohan, Gonzalo Navarro, Raymond Plzak (co-chair), and Katim Touray.

    2.11. Thanks to Departing ccNSO Council Volunteers

    Whereas, ICANN wishes to acknowledge the considerable energy and skills which members of the stakeholder community bring to the ICANN process.

    Whereas, in recognition of these contributions, ICANN wishes to acknowledge and thank members of the community when their terms of service end.

    Whereas, one ccNSO Councilor is leaving her position at the end of the Cartagena meeting:

    Nashwa Abdelbaki – NomCom Appointee to ccNSO Council (November 2007 – December 2010)

    Resolved (2010.12.10.12), Nashwa Abdelbaki has earned the deep appreciation of the Board for her term of service, and the Board wishes her well in all future endeavours.

    2.12. Thanks to Departing GNSO Council Volunteers

    Whereas, ICANN wishes to acknowledge the considerable energy and skills which members of the stakeholder community bring to the ICANN process.

    Whereas, in recognition of these contributions, ICANN wishes to acknowledge and thank members of the community when their terms of service end.

    Whereas, five GNSO Councilors are leaving their positions at or before the Cartagena meeting:

    Edmon Chung – Councilor representing gTLD Registries Stakeholder Group (March 2006 – December 2010)

    Terry Davis – Nominating Committee Appointee to the GNSO Council (November 2008 – December 2010)

    Chuck Gomes – GNSO Council Chair (2010), GNSO Council Vice-Chair (2008 – 2009) and Councilor representing the gTLD Registries Stakeholder Group (2006 – 2010)

    Caroline Greer – Councilor representing the Registries Stakeholder Group (December 2009 – December 2010)

    Mike Rodenbaugh – Councilor representing the Commercial & Business Constituency (December 2006 – December 2010)

    Resolved (2010.12.10.13), Edmon Chung, Terry Davis, Chuck Gomes, Caroline Greer and Mike Rodenbaugh have earned the deep appreciation of the Board for their terms of service, and the Board wishes them well in all future endeavours.

    2.13. Thanks to Departing At-Large Volunteers

    Whereas, ICANN wishes to acknowledge the considerable energy and skills which members of the stakeholder community bring to the ICANN process.

    Whereas, in recognition of these contributions, ICANN wishes to acknowledge and thank members of the community when their terms of service end.

    Whereas, some of these volunteers are leaving their positions to accept additional community service roles.

    Whereas, thirteen members of the At-Large community are leaving their positions at or before the Cartagena meeting:

    Carlos Aguirre – ALAC representative elected by LACRALO (November 2008 – December 2010)

    Sebastien Bachollet – ALAC representative elected by EURALO (May 2007 – December 2010) and ALAC Executive Committee Vice-Chair (April 2008 – December 2010)

    Beau Brendler – ALAC representative elected by NARALO (November 2008 – December 2010)

    Hawa Diakite – ALAC representative elected by AFRALO (November 2008 – December 2010)

    Cheryl Langdon-Orr, Chair of the ALAC (November 2007- December 2010)

    Alan Greenberg – NomCom appointed ALAC representative from North American region and Vice-Chair of the ALAC Executive Committee (November 2008 – December 2010)

    Dave Kissoondoyal – African representative on the ALAC Executive Committee (October 2009 – December 2010)

    Didier Kasole – AFRALO Secretary (November 2008 – December 2010)

    Evan Leibovitch – NARALO Chair (June 2007 – December 2010)

    Adam Peake – NomCom appointed ALAC representative from the European region (November 2008 – December 2010)

    Patrick Vande Walle – ALAC representative elected by EURALO (November 2008 – December 2010)

    Dr. V. C. Vivekanandan – ALAC representative elected by APRALO (November 2008 – December 2010)

    Resolved (2010.12.10.14), Carlos Aguirre, Sebastien Bachollet, Beau Brendler, Hawa Diakite, Cheryl Langdon-Orr, Alan Greenberg, Dave Kissoondoyal, Didier Kasole, Adam Peake, Patrick Vande Walle and Dr. V.C. Vivekanandan have earned the deep appreciation of the Board for their terms of service, and the Board wishes them well in all future endeavours.

    2.14. Thanks to Frank Fowlie

    Whereas, Frank Fowlie, was appointed by the ICANN Board as ICANN's first Ombudsman, beginning his service to ICANN in November 2004.

    Whereas, Frank Fowlie will be leaving the position as Ombudsman on or before 31 January 2011.

    Whereas, Frank has been instrumental in establishing ICANN's Office of the Ombudsman, including ground-breaking

    Resolved (2010.12.10.15), Dr. Frank Fowlie has earned the deep appreciation of the Board for his term of service as the ICANN Ombudsman, and the Board wishes Frank well in all future endeavours.

    2.15. Thanks to Harald Alvestrand

    Whereas, Harald Alvestrand, was appointed by Nominating Committee to serve a three-year term on the Board beginning in November 2007.

    Whereas, Harald has concluded his term as a member of the Board of Directors on 10 December 2010.

    Whereas, Harald has served as:

    • Chair of the Board IANA Committee
    • Member of the Audit, Board Governance, Conflicts of Interest and Structural Improvement Committees
    • Member of the ALAC Review Working Group
    • Chair of the RSSAC Review Working Group
    • Member of the Board Data Consumer Protection Working Group
    • Member of the Board Equivalent Strings Working Group
    • Member of the President's IANA Committee

    Resolved (2010.12.10.16), that Harald has earned the deep appreciation of the Board for his term of service as a Director, and the Board wishes Harald well in all future endeavours.

    2.16. Thanks to Dennis Jennings

    Whereas, Dennis Jennings, was appointed by Nominating Committee to serve a three-year term on the Board beginning in November 2007.

    Whereas, Dennis has concluded his term as a member of the Board of Directors on 10 December 2010.

    Whereas, Dennis has served as:

    • Vice-Chair of the ICANN Board
    • Chair of the Board Governance Committee
    • Member of the following Board Committees: Audit, Executive, Finance, IANA, Public Participation and Reconsideration
    • Chair of the Board Data & Consumer Protection Working Group
    • Chair of the Board Equivalent Strings Working Group and
    • Chair of the SSAC Review Working Group

    Resolved (2010.12.10.17), that Dennis has earned the deep appreciation of the Board for his term of service as a Director and the Board wishes Dennis well in all future endeavours.

    2.17. Thanks to Jean-Jacques Subrenat

    Whereas, Jean-Jacques Subrenat, was appointed by Nominating Committee to serve a three-year term on the Board beginning in November 2007.

    Whereas, Jean-Jacques has concluded his term as a member of the Board of Directors on 10 December 2010.

    Whereas, Jean-Jacques has served as:

    • Chair of the Public Participation Committee
    • Member of the following Board Committees: Board Global Relations, Board Governance, Reconsideration and Structural Improvements Committees
    • Chair of the ccNSO Review Working Group
    • Member of the ALAC Review Working Group
    • Member of the Board-GAC Joint Working Group
    • Member of the President's Strategy Committee
    • Member of the Board Equivalent Strings Working Group and
    • Member of the Board Review Working Group

    Resolved (2010.12.10.18), that Jean-Jacques has earned the deep appreciation of the Board for his term of service as a Director and the Board wishes Jean-Jacques well in all future endeavours.

    2.18. Thanks to Vanda Scartezini

    Whereas, Vanda Scartezini was elected by the community and appointed by the ALAC liaison to the Board, starting her service at the end of the Seoul meeting in October 2009.

    Whereas, Vanda's role as liaison will conclude on 10 December 2010.

    Whereas, Vanda has served as a member of the following Board Committees: Public Participation and Global Relations.

    Whereas, Vanda has additional served a three-year term as the NomCom appointee to the ALAC.

    Whereas, Vanda served as a NomCom appointee to the ALAC from 2007 through 2009.

    Resolved (2010.12.10.19), that Vanda Scartezini has earned the deep appreciation of the Board for her term of service as both a NomCom appointee to ALAC and the ALAC Liaison to the ICANN Board, the Board wishes Vanda well in all future endeavours.

    2.19. Thanks to Jonne Soininen

    Whereas, Jonne Soininen was appointed by the TLG as Liaison to the ICANN Board, starting his service at the end of the Seoul meeting in October 2009.

    Whereas, Jonne's role as liaison will conclude on 10 December 2010.

    Whereas, Jonne has served as a member of the Structural Improvements Committee.

    Resolved (2010.12.10.20), that Jonne Soininen has earned the deep appreciation of the Board for his term of service as TLG Liaison to the ICANN Board, the Board wishes Jonne well in all future endeavours.

    2.20. Thanks to Sponsors

    The Board wishes to thank the following sponsors:

    VeriSign, Inc., Afilias Limited, NeuStar, .ORG, The Public Interest Registry, China Internet Network Information Center (CNNIC), InterNetX, GMO Registry, Inc., CORE Internet Council of Registrars, ICM Registry LLC, Internet Systems Consortium, Iron Mountain, Community.Asia, NRO – Number Resource Organization, UNE EPM Telecomunicaciones S.A., RegistryPro, Knipp Medien und Kommunikation GmbH, .music, Directi Internet Solutions Pvt. Ltd., nic.at – The Austrian Registry, and StableTone Ltd.

    2.21. Thanks to Scribes, Interpreters, Staff, Event and Hotel Teams

    The Board expresses its appreciation to the scribes, the interpreters, technical teams, and to the entire ICANN staff for their efforts in facilitating the smooth operation of the meeting.

    The Board would also like to thank the management and staff of the Cartagena de Indias Julio Cesar Turbay Ayala Convention & Exposition Center for the wonderful facility to hold this event. Special thanks are given to Aviatur, Eventos y Sistemas, Intermontajes, and the Hilton Hotel for their support.

    2.22. Thanks to Local Hosts

    The Board wishes to extend its thanks to the local host organizer, .CO Internet S.A.S. for their support. Special thanks are given to Juan Diego Calle (CEO), Eduardo Santoyo (VP ccTLD Manager), Gonzalo Romero (IT Consultant), and the entire .CO Staff.

    2.23. Thanks to Meeting Participants

    Whereas, the success of ICANN depends on the contributions of participants at the meetings.

    Whereas, the participants engaged in fruitful and productive dialog at this meeting.

    Resolved, the Board thanks the participants for their contributions.

    Resolutions 2010.12.10.01, 2010.12.10.02, 2010.12.10.03, 2010.12.10.04, 2010.12.10.05, 2010.12.10.06, 2010.12.10.07, 2010.12.10.08, 2010.12.10.09, 2010.12.10.10, 2010.12.10.11, 2010.12.10.12, 2010.12.10.13, 2010.12.10.14, 2010.12.10.15, 2010.12.10.16, 2010.12.10.17, 2010.12.10.18, 2010.12.10.19, and 2010.12.10.20 were approved in a single vote approving the consent agenda items. All Board members present unanimously approved these resolutions.

  5. Strategic Plan

  6. The Chair noted that the Board is not proposing to have any discussion about the strategic plan at this stage, and proceeded to the next item on the agenda.

  7. New gTLDs: Resolving Remaining Issues

  8. Rita Rodin Johnston moved the resolution and read it into the record. Ray Plzak seconded the resolution.

    The Chair then read the following statement on conflicts of interest into the record:

    "In accordance with the Board's conflict of interest policy, some Board members and liaisons have identified conflicts or potential conflicts relating to new gTLDs.

    "The Board has considered these conflicts and, in accordance with its process set forth in that policy, the following individuals have removed themselves from all or part of the board discussions this week surrounding the new gTLD program: Ram Mohan, Jonne Soininen, Bruce Tonkin, and Suzanne Woolf.

    "They will continue to abstain from the discussion on new gTLDs here today."

    The Chair then opened the floor to discussion of the resolution.

    Katim Touray noted his pleasure that the Board recognizes the work of the Joint Applicant Support Working Group to find ways and means and opportunities to provide support to needy New gTLD applicants. Katim noted the continued import of making sure the Board is committed to the resolution taken in Nairobi on this issue, and that the Board has to keep working to make sure there is an inclusive New gTLD program. Katim encouraged the Board to keep an open mind in moving forward, and remaining open to the work of the proposals of the JAS as encouraged in the resolutions arising out of the Board's meeting in Palo Alto, and listen to the community's advice.

    The Chair noted that the resolution was rather lengthy, and was drafted to indicate the areas where the Board feels that the work that has been done is sufficient to move to closure and a decision as to whether or not that issue is finished. The Board also tried to indicate the areas that are clearly still open for consideration, such as the provisions relating to the suggestions coming forward from the Recommendation 6 Working Group. The Board also noted that issues relating to consultation with the GAC were still open.

    The Board then took the following action:

    Whereas, the GNSO Council approved and the Board adopted GNSO policy recommendations for the introduction of new gTLDs <http://gnso.icann.org/issues/new-gtlds/pdp-dec05-fr-parta-08aug07.htm#Toc43798015>.

    Whereas, staff has made implementation details publicly available in the form of draft Applicant Guidebooks that have undergone continued substantial revisions based on stakeholder input (the most recent version was posted for comment on 12 November 2010).

    Whereas, public comment identified four "overarching issues" to be addressed as a threshold for moving forward with the introduction of new gTLDs.

    Whereas, the overarching issue of trademark protection has been addressed by measures including the establishment of a Trademark Clearinghouse, a Uniform Rapid Suspension system, and a Post-Delegation Dispute Resolution Procedure.

    Whereas, the overarching issue of mitigating malicious conduct has been addressed by including refinement of proposals such as centralized zone file access to reduce potential for proliferation of malicious conduct in the new gTLD space.

    Whereas, the overarching issue of root-zone scaling has been addressed through expert consultation and study on the impact of new gTLDs on the stability of the root, indicating that rate-limited addition of TLDs can be implemented without any expected impact on the stability of the root zone system, and that communications and monitoring mechanisms will be implemented: <http://www.icann.org/en/topics/new-gtlds/summary-of-impact-root-zone-scaling-06oct10-en.pdf> [PDF, 958 KB], <http://www.icann.org/en/topics/new-gtlds/delegation-rate-scenarios-new-gtlds-06oct10-en.pdf> [PDF, 1.08 MB], and <http://www.icann.org/en/announcements/announcement-17sep09-en.htm>.

    Whereas, the overarching issue of the call for economic analysis, has been addressed by comprehensive expert consultation and analyses, including reports by CRA International, Dennis Carlton, Michael Katz and Greg Rosston. The latest of these reports, "New gTLD Economic Study Phase II", was posted on the ICANN website on 3 December 2010 <http://www.icann.org/en/announcements/announcement-03dec10-en.htm>.

    Whereas, ICANN considers that the solutions developed to address the overarching issues of trademark protection, mitigating malicious conduct, and root-zone scaling substantially reflect the negotiated position of the ICANN community, but ICANN will take into account public comment including the advice of the GAC.

    Whereas, with respect to the call for economic analysis, ICANN is in the process of receiving and reviewing public comment, and the Board will take into account that public comment including the advice of the GAC.

    Whereas, community discussions on the draft Applicant Guidebooks have successfully addressed numerous issues, but some implementation issues remain.

    Whereas, the issue of geographic names has been the subject of substantial consultation with the Governmental Advisory Committee, resulting in substantial change and areas of agreement and compromise. While these changes have been incorporated into the guidebook, discussions are continuing on this subject. ICANN considers the proposed treatment of geographic substantially reflects the views of the ICANN community, but ICANN will take into account public comment including the advice of the GAC.

    Whereas, the working group formed to address implementation of the GNSO-recommended policy concerning morality and public order objections made recommendations (the Recommendation 6 Community Working Group), several of which were incorporated into the guidebook, and the working group has clarified the remaining recommendations in a series of consultations with ICANN staff and Board members. Discussions will continue on (1) the roles of the Board, GAC, and ALAC in the objection process, (2) the incitement to discrimination criterion, and (3) fees for GAC and ALAC-instigated objections. ICANN will take into account public comment including the advice of the GAC, and looks forward to receiving further input from the working group in an attempt to close this issue.

    Whereas, the public comment period on the English version of the Proposed Final Applicant Guidebook concluded just prior to this Board Meeting on 10 December 2010, with the closure of other comments on translated versions to follow in the order posted, and ICANN will carefully consider all of the comments received.

    Whereas, the Board participated in discussions and listened to comment from stakeholders during the meeting in Cartagena.

    Whereas, the Governmental Advisory Committee communiqué from Cartagena indicates that the GAC will provide a list of issues that the GAC believes are still outstanding and require additional discussion between the Board and the GAC.

    Resolved (2010.12.10.21), the Board:

    1. Appreciates the GAC's acceptance of the Board's invitation for an inter-sessional meeting to address the GAC's outstanding concerns with the new gTLD process. The Board anticipates this meeting occurring in February 2011, and looks forward to planning for this meeting in consultation and cooperation with the GAC, and to hearing the GAC's specific views on each remaining issue.
    2. Directs staff to make revisions to the guidebook as appropriate based on the comments received during the public comment period on the Proposed Final Applicant Guidebook and comments on the New gTLD Economic Study Phase II Report.
    3. Invites the Recommendation 6 Community Working Group to provide final written proposals on the issues identified above by 7 January 2011, and directs staff to provide briefing materials to enable the Board to make a decision in relation to the working group's recommendations.
    4. Notes the continuing work being done by the Joint Applicant Support Working Group, and reiterates the Board's 28 October 2010 resolutions of thanks and encouragement.
    5. Directs staff to synthesize the results of these consultations and comments, and to prepare revisions to the guidebook to enable the Board to make a decision on the launch of the new gTLD program as soon as possible.
    6. Commits to provide a thorough and reasoned explanation of ICANN decisions, the rationale thereof and the sources of data and information on which ICANN relied, including providing a rationale regarding the Board's decisions in relation to economic analysis.
    7. Thanks the ICANN community for the tremendous patience, dedication, and commitment to resolving these difficult and complex issues.

    Fourteen Board members voted in favor of resolution 2010.12.10.21. Bruce Tonkin abstained from voting on the resolution due to a conflict of interest. The resolution carried.

  9. SSAC Report on Invalid Top-Level Domain Queries at the Root Level of the Domain Name System

  10. Steve Crocker moved the resolution and read the resolution into the record. Harald Alvestrand seconded the resolution.

    The Board took the folliwng action:

    Whereas, ICANN's primary mission is to coordinate, at the overall level, the global Internet's systems of unique identifiers, and in particular to ensure the stable and secure operation of the Internet's unique identifier systems.

    Whereas, in June 2008, the ICANN Board adopted the GNSO policy recommendations for the introduction of new gTLDs <http://gnso.icann.org/issues/new-gtlds/pdp-dec05-fr-parta-08aug07.htm>, and directed staff to develop detailed implementation plans in communication with the community.

    Whereas, one of the goals of the New gTLD program is to establish a clear and predictable process.

    Whereas, the ICANN Security and Stability Committee (SSAC) has identified certain technical considerations of strings that may be proposed for use by applicants and recommends specific actions with regard to applications for those strings, as referenced in SAC045, "Invalid TLD Queries at the Root level of the Domain Name System," <http://www.icann.org/en/committees/security/sac045.pdf> [PDF, 507 KB].

    Whereas, the Draft Final Applicant Guidebook has been posted for public comment, and ICANN will take into consideration all public comments before making final decisions on all these remaining issues by approving the final version of the Applicant Guidebook.

    Whereas the Draft Final Applicant Guidebook prohibits a number of strings identified as potentially problematic, including those in RFC 2606.

    Whereas the DNS Stability Review in the Draft Final Applicant Guidebook considers the possibility of an Extended Review in cases where an applied-for gTLD string raises security or stability issues.

    Resolved (2010.12.10.22), the Board directs the CEO to:

    1. Analyze and amend the DNS Stability Review described in the Applicant Guidebook to allow the option to prohibit the delegation of problematic strings, as appropriate, to address the potential technical and stability issues discussed in SAC045; and,
    2. Develop a mechanism to alert potential applicants for new gTLDs about the issues raised in SAC045.

    All Board members present unanimously approved of Resolution 2010.12.10.22.

  11. ICM Registry Sponsored Top-Level Domain – .XXX

  12. Rajasekhar Ramaraj moved the resolution and read the resolution into the record. Mike Silber seconded the resolution.

    The Chair noted the Board's intention to trigger the Bylaws process to move to consultation with the GAC, and that the Board and the GAC will successfully develop a process, provide the requested information and attempt to resolve the apparent conflict.

    The Board then took the following action:

    Whereas, on 24 August 2010, ICANN posted for public comment a Revised Proposed Registry Agreement submitted by ICM Registry following negotiations with ICANN staff, along with Due Diligence Documentation submitted by ICM Registry <http://www.icann.org/en/announcements/announcement-24aug10-en.htm>.

    Whereas, on 28 October 2010, the Board received the Summary and Analysis of the Public Comment and noted that entering into the proposed Registry Agreement with ICM may not be consistent with some of the broader-reaching communications from the GAC, and the GAC and the Board could benefit from consultation.

    Whereas, the Board passed the following resolution on 28 October 2010:

    RESOLVED (2010.10.28.18) the Board Chair shall engage the GAC Chair on developing a process for consultation with the GAC on its advice about the ICM application.

    Whereas, during the ICANN meeting in Cartagena, the Board Chair and GAC Chair met twice, and there was an additional meeting between members of the Board and GAC to discuss potential process steps, creation of a process consistent with the ICANN Bylaws, and other matters relating to issues of potential conflict.

    Resolved (2010.12.10.23), ICANN Board hereby determines that it intends to enter into a registry agreement with ICM Registry for the .XXX sTLD, subject to GAC consultation and advice, and hereby invokes the consultation as provided for in ICANN Bylaws section Article XI, Section 2, Paragraph 1(j).

    Resolved (2010.12.10.24), staff is directed to prepare within five working days a draft process for consulting with the GAC when necessary pursuant to ICANN Bylaws section Article XI, Section 2, Paragraph 1(j); the process is to be provided to the Board for comment, and the Board Executive Committee shall approve as soon as practicable; once approved, the process will be forwarded to the GAC in order to have an agreed process for use in the consultations with the GAC in February 2011.

    Resolved (2010.12.10.25), in response to the reference in the GAC's Cartagena Communiqué regarding the Board's rationale for selecting the items that ICANN determined might be in conflict with potential GAC advice: the Board indicates that it agrees with staff's assessment of the conflicts with potential GAC advice relating to the ICM application, and directs staff to communicate the Board's determination to the GAC.

    Resolved (2010.12.10.26), the Board directs staff to communicate with the GAC on additional information that might be supplied to the GAC as indicated in the GAC's Cartagena communiqué.

    Twelve Board members voted in favor of resolutions 2010.12.10.23, 2010.12.10.24, 2010.12.10.25 and 2010.12.10.26. George Sadowsky, Jean-Jacques Subrenat and Katim Touray abstained from voting on the resolutions. The resolutions carried.

    George Sadowsky provided the following statement in support of his abstention:

    "I feel ambivalent about this resolution because it conflates a number of things. I understand why the conflation occurs, but I am not in agreement with the decision to enter into a registry agreement, but I am in agreement that we need to discuss with the GAC, establish a process for that discussion, and, therefore, I support that part of the resolution."

    Neither Jean-Jacques nor Katim provided further statement in support of their abstentions.

  13. Board Data and Consumer Protection Working Group Recommendations

  14. Dennis Jennings moved the resolution and read the resolution into the record. Mike Silber seconded the resolution.

    The Board then took the following action:

    Whereas, on 5 August 2010, the Board asked the Board Governance Committee to assist in the formation of a Board Data and Consumer Protection Working Group (DCP-WG) to identify issues relating to the use of registry data and where registrant protection might be further explored or proposed policies might be introduced.

    Whereas, on 25 September 2010, the Board formally established the DCP-WG to address data and consumer protection issues.

    Whereas, the DCP-WG has completed its work and has identified recommendations on next steps on the items of work identified in the Charter for the DCP-WG.

    Whereas, the BGC has reviewed the DCP-WG Charter and recommends approval of the DCP-WG charter and approval of the DCP-WG's recommendation that DCP-WG be dissolved as it has concluded its work.

    Whereas, the Board previously accepted a recommendation from the GNSO in 2007 calling for a study and related community discussions on domain-name-related data collected by registries and the uses to which it is put, but ICANN and GNSO work referenced in those recommendations still needs to be completed; see "Policies for Contractual Conditions - ICANN Staff Discussion Points" [PDF, 43 KB] and "Council Report to the Board, Policies for Contractual Conditions - Existing Registries (PDP Feb 06) - 2 November 2007" [PDF, 426 KB].

    Whereas, the DCP-WG has identified additional related work and has recommended that ICANN conduct a study on domain-name-related data collected by registries and registrars and the uses to which it is put.

    Resolved (2010.12.10.27), the ICANN Board approves the Charter of the DCP-WG and receives the DCP-WG's report <http://www.icann.org/en/committees/consumer-protection/report-on-recommendations-07dec10-en.htm> on recommendations arising out of its work.

    Resolved (2010.12.10.28), the Board directs the President to conduct a study on domain-name-related data collected by registries and registrars and the uses to which it is put.

    Resolved (2010.12.10.29), the Board hereby dissolves the Data and Consumer Protection Working Group and thanks its members for their work: Harald Alvestrand, Dennis Jennings (Chair), Mike Silber, Bruce Tonkin, and Ram Mohan (non-voting member).

    All Board members present unanimously approved of Resolutions 2010.12.10.27, 2010.12.10.28, and 2010.12.10.29.

  15. Consumer Choice, Competition and Innovation

  16. Bruce Tonkin moved the resolution and read the resolution into the record. Bruce noted – as community members such as Jonathan Zuck have raised – the importance of establishment of metrics, which can help guide the use of resources.

    Kuo-Wei Wu seconded the resolution.

    Jean-Jacques Subranat commented that he agreed with the scope of the resolution, including the mention of ASCII and other character sets.

    The Board then took the following action:

    Whereas, the area of consumer choice, competition and innovation is one of the strategic areas for ICANN in the 2010 to 2013 strategy plan <http://www.icann.org/en/strategic-plan/strategic-plan-2010-2013-19feb10-en.pdf> [PDF, 491 KB].

    Whereas, ICANN has committed to promoting competition, consumer trust and consumer choice in the Affirmation of Commitments <http://www.icann.org/en/documents/affirmation-of-commitments-30sep09-en.htm>.

    Whereas, if and when new gTLDs (whether in ASCII or other language character sets) have been in operation for one year, ICANN has committed to organize a review that will examine the extent to which the introduction or expansion of gTLDs has promoted competition, consumer trust and consumer choice.

    Resolved (2010.12.10.30), the ICANN Board requests advice from the ALAC, GAC, GNSO and ccNSO on establishing the definition, measures, and three year targets for those measures, for competition, consumer trust and consumer choice in the context of the domain name system, such advice to be provided for discussion at the ICANN International Public meeting in San Francisco from 13-18 March 2011.

    All Board members present unanimously approved of Resolution 2010.12.10.30.

  17. Conclusion of Working Group on Equivalent Strings Support

  18. Harald Alvestrand moved the resolution and read the resolution into the record. Dennis Jennings seconded the resolution.

    Dennis noted how pleased he was that the Board was able to quickly address this topic, and that the work is now moving to the Variant Issues Project, which is necessarily community-driven and will require support of language experts from various communities.

    Harald noted that this represents a milestone for ICANN moving forward to explore these issues, and that staff is expected to produce results as soon as possible, with deployment as soon as possible, to serve the users affected by these language issues.

    Ram Mohan commented that the Variant Issues Project will be focused on the implementation steps necessary to move forward some of the working groups efforts on considerations of how to deploy variants. The new Project will assure that continued attention is paid to variants and understanding the different issues that have to be properly identified and scoped before ICANN can work towards the deployment of IDN solutions that are appropriate for the people of the world.

    The Board then took the following action:

    Whereas, at its 12 March 2010 meeting, the Board established <http://www.icann.org/en/minutes/resolutions-12mar10-en.htm#12> an Equivalent Strings Working Group (ES-WG) to review the issues relating to instances in the Fast Track Process where more than one official language or script exists within a country/territory, and where requests are for multiple corresponding strings that are considered equivalent, so that users of the community accessing domains under all versions of the string can expect that each of them will resolve to the same address.

    Whereas, the Board directed the CEO develop (in consultation with the board ES-WG) an issues report identifying what needs to be done with the evaluation, possible delegation, allocation and operation of gTLDs containing variant character IDNs as part of the new gTLD process, at <http://www.icann.org/en/minutes/resolutions-25sep10-en.htm#2.5>.

    Whereas, staff have created a Study Proposal for review by the ES-WG for the development of the requested issues report, including the establishment of an IDN Variant Issues Project.

    Whereas, the ES-WG recommends that the IDN Variant Issues Project be overseen and tracked by a new Board IDN Variant Working Group (BV-WG), and that this new WG be established as soon as practicable.

    Whereas, the ES-WG also recommends that the CEO appoint an appropriate subject matter expert with the authority to lead and champion the planned IDN Variant Issues Project.

    Whereas, the ES-WG concludes that it has completed its work on this topic, and recommends that the ES-WG be dissolved.

    Resolved (2010.12.10.31), the Board directs the Board Governance Committee to establish the new Board IDN Variant Working Group (BV-WG), to oversee and track the IDN Variant Issues Project.

    Resolved (2010.12.10.32), the Board directs the CEO to publish the work plan for public comment and consider changes to the work plan based on public comment.

    Resolved (2010.12.10.33), the Board directs the CEO to continue proceeding with the implementation of the IDN Variant Issues Project, including the identification of an appropriate subject matter expert to lead and champion the planned Project, and the identification of funding requirements.

    Resolved (2010.12.10.34), the Board hereby dissolves the Working Group on Equivalent Strings and thanks its members for their work: Dennis Jennings, Chair; Harald Alvestrand; Rod Beckstrom; Steve Crocker; Rita Rodin Johnston; Ram Mohan; Thomas Narten; Jean-Jacques Subrenat and Suzanne Woolf.

    All Board members present unanimously approved of Resolutions 2010.12.10.31, 2010.12.10.32, 2010.12.10.33, and 2010.12.10.34.

  19. Response to Reconsideration Request 10-2

  20. Ray Plzak moved the resolution and read the resolution into the record. Dennis Jennings seconded the resolution.

    The Board then took the following action:

    Whereas, the BGC has reviewed and considered Reconsideration Request 10-2 submitted by the .JOBS Charter Compliance Coalition on 20 August 2010 (supplemented as posted at <http://www.icann.org/en/committees/board-governance/requests-for-reconsideration-en.htm>) concerning the Board's 5 August 2010 resolution approving Employ Media's .JOBS Phased Allocation Program.

    Whereas, the BGC recommended that the Request be denied as unsupported because: (i) the Coalition's concerns regarding potential violations of the Charter in the implementation of the Phased Allocation Program is not a proper ground for reconsidering the Board's 5 August 2010 Action; and (ii) the Board did not fail to consider material information available at the time of the Action.

    Whereas, the BGC recommended that the Board direct the President and CEO, and General Counsel and Secretary, to ensure that ICANN's Contractual Compliance Department closely monitor Employ Media's compliance with its Charter.

    Whereas, the BGC recommended that the Board direct the CEO to create a briefing paper for the GNSO to consider on this matter, and for the GNSO to determine whether a policy development process should be commenced.

    Whereas, the Reconsideration Request and the BGC's Recommendation has been posted on the ICANN website <http://www.icann.org/en/committees/board-governance/requests-for-reconsideration-en.htm>.

    Resolved (2010.12.10.35), the Board adopts the Recommendation of the BGC on Reconsideration Request 10-2.

    Thirteen Board members voted in favor of Resolution 2010.12.10.35. George Sadowsky and Mike Silber abstained from voting on the resolutions. The resolutions carried.

    George Sadowsky noted that the basis of his abstention was that he had not had time to study the results of the issue, as the BGC resolved the issue the day before. Without the time to study the results, George noted that he did not want to vote for or against the resolution.

  21. Approval of Location of the June 2011 Meeting in Asia

  22. Kuo-Wei Wu moved the resolution and read the resolution into the record. Prior to moving the resolution, Kuo-Wei noted the Board's appreciation for every application received to host an ICANN meeting and the continued support for ICANN.

    Jean-Jacques Subrenat seconded the resolution.

    The CEO noted that ICANN is excited about going to Jordan and working with the local hosts to organize the meeting. The hosts presented an excellent application and expressed strong interest.

    The Board then took the following action:

    Whereas, ICANN intends to hold its second Meeting for 2011 in the Asia region as per its policy.

    Whereas, the National Information Technology Center of Jordan submitted a viable proposal to serve as host for the ICANN 2011 Asia Meeting.

    Whereas, staff has completed a thorough review of the proposal and finds it acceptable.

    Whereas, the Board Finance Committee reviewed and approved the budget for the ICANN 2011 Asia Meeting as proposed in this paper on 5 December 2010.

    Resolved (2010.12.10.36), the Board selects Amman, as host of the 19-24 June 2011 ICANN, with a budget not to exceed US$2.383M.

    All Board members present unanimously approved of Resolution 2010.12.10.36.

  23. Items Arising from the Cartagena Meeting

  24. The Chair noted that the Board members could use this portion of the meeting to make comments about items arising at the Cartagena meeting that are not addressed in resolutions.

    Rita Rodin Johnston noted to the community that the Board is hearing the community remarks, including those about process. Rita noted that it was improper to have a consultation period on the new gTLD program end on the day the Board could take a decision on that topic, and the Board has given instructions that that should not happen again. The Board is also working through trying to form a process for the consultation with the GAC.

    The CEO noted the productive work achieved at the meeting and expressed his gratitude to the contributors, including the community, Board and staff for their exceptional efforts on issues important for the unified root of the Internet.

    The Chair commented on the amount of work that has gone into the New gTLD program work, and that the issues have been narrowed from when the discussions first started, as evidenced through the most recent version of the Applicant Guidebook. The community is no longer discussing broad concepts, but is focusing on the narrow issues remaining, which gives hope that those can be resolved. The Board is looking to intense cooperation with the community to finish this process.

    The Chair noted the import of the GAC's role in this process and that the Board takes that role very seriously, and that he is confident that the Board and GAC will make advances toward compromise to advance to resolution. The upcoming meeting with the GAC is hoped to result in significant advancement on the areas where work remains.

  25. Any Other Business (Thanks to Departing Board Members)

  26. The Chair commented on the three Board members departing after this meeting, and the many thanks that had already been provided to the Board members that will not be re-read into the record at this time. The Chair then individually noted the accomplishments and contributions of the three departing Board members, Harald Alvestrand, Dennis Jennings and Jean-Jacques Subrenat, and each departing member took the opportunity to make parting comments.

    Harald Alvestrand commented on the common goal of the ICANN community, protecting the internet as a valuable resource. Harald noted that there's been a lot of hard work, and ICANN forgets to be proud of achieving something that was once thought to be impossible – working towards the stewardship of the Internet in an open and transparent fashion. The organization must improve, but much as been done. Harald noted that the Board is doing good work for the community, and that it's been a pleasure to be part of that work.

    Dennis Jennings noted that it's been an honor an provilege to serve the Internet community through his work on the ICANN Board, and thanked the community, his colleagues on the Board, and the staff.

    Jean-Jacques Subrenat summed the work of ICANN in three words – pioneer, global, and purpose. Jean-Jacques commented on the vitality and inventiveness of the community, staff and the Board, and encouraged his colleages to move beyond the pioneer stage to a place of more method, reliability and processes. He noted that ICANN's real challenge is to become more global. Jean-Jacques noted the historic achievement of the unified Internt infrastructure, which allows humanity to do things that are worthwhile. Jean-Jacques closed with thanks to the community for all of its selfless work, and noted that he accepted the invitation to join the ALAC in part to show his appreciation for all of this work.

    Bruce Tonkin noted that the Internet community is comprised of people with great skill. The Board has been fortunate to have those with skill as well as wisdom, and Bruce hopes that continues.

    The CEO noted that everyone in the room has continuted to making ICANN one of the finest multistakeholder organizations in the world, including the Board of Directors – the hardest working Board the CEO has ever seen. The CEO thanked each director for their counsel and advice in transitioning into his position. Of Harald, the CEO noted his intellect, wisdom and good intentions, calling him "Harald, the wise." Of Dennis, the CEO noted his work to drive productiviey of the Board through his service as the Vice Chair and the Chair of the BGC, as well as Dennis's work on major initiatives. Of Jean-Jacques, the CEO noted his political acumen, eloquence and diplomatic grace.

    The Chair then had Ram Mohan present the resolution thanking the sponsors of the meeting (seconded by Bruce Tonkin), Suzanne Woolf present the resolution thanking the scribes, interpreters, staff and event and hotel team (seconded by George Sadowsky), and Thomas Narten present the resolution thanking the local hosts, .CO (seconded by the CEO, in thanks for .CO's tremendous support). All three resolutions were carried by acclamation.

    Vanda Scartezini then presented a resolution thanking the meeting participants for their contributions, seconded by Gonzalo Navarro. The resolution was carried by acclamation and standing ovation from the Board.

    Vanda then noted her thanks for the staff supporting the Board, for all of the behind the scenes work.

  27. (Adjourn 12th Annual Meeting)

  28. The Chair then adjourned the meeting.

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