Internet Corporation for Assigned Names and Numbers

Minutes | Organizational Meeting of the Board of Directors

24 June 2011

Singapore

A transcript of the meeting is posted at http://singapore41.icann.org/meetings/singapore2011/transcript-board-meeting-2-24jun11-en.txt [TXT, 18 KB].

An Organizational Meeting of the ICANN Board of Directors was held on 24 June 2011 in Singapore, convening immediately upon the adjournment of the Regular Meeting of the ICANN Board of Directors.

Steve Crocker called the meeting to order.

In addition to Steve Crocker the following Directors participated in all or part of the meeting: Rod Beckstrom (President and CEO), Sébastien Bachollet, Cherine Chalaby, Bertrand de la Chapelle, Chris Disspain, Bill Graham, Erika Mann, Gonzalo Navarro, Raymond A. Plzak, R. Ramaraj, George Sadowsky, Mike Silber, 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; Reinhard Scholl, TLG Liaison; and Suzanne Woolf, RSSAC Liaison.

  1. Election of Board Chairman
  2. Election of Board Vice Chairman
  3. Appointment of Membership of Board Committees
  4. Any Other Business
  5. Entry on the IANA Special People Numbers Registry

Steve Crocker welcomed the new Board members, Chris Disspain and Bill Graham, to the stage, and explained that Bruce Tonkin, as the Chair of the Board Governance Committee, would be running the proceedings to select the new leadership of the Board.

  1. Election of Board Chairman

  2. Bruce Tonkin explained that for the first time, the Board is provided additional transparency in the process used for selection of the Board Chair, and is identifying the candidates. As there is likely to be a lot of information floating around the community, the Board decided to be very clear about the process. Bruce noted that all three candidates are very worthy of the postion.

    Bruce noted that the Board had a discussion about what the role entails, and what the criteria should be. Each candidate had an opportunity to address the criteria, and the Board then questioned each candidate.

    Bruce then moved the resolution and read it into the record:

    Whereas, pursuant to the Board's adopted process, nominations for Board Chair were closed at the beginning of the Board workshop on 22 June 2011.

    Whereas, the following Board members were identified as candidates for Board Chair: Sébastien Bachollet, Cherine Chalaby and Steve Crocker.

    Whereas, the candidates for Board Chair made presentations to the Board.

    Whereas, the Board then participated in a written straw poll by secret ballot, the results of which were used to inform the Board Governance Committee's (BGC) slate for Board Chair that the BGC presented to the Board for approval.

    Whereas, the BGC has recommended that the Board elect Steve Crocker as the Chairman of the Board.

    Resolved (2011.06.24.29), Steve Crocker is elected as Chairman of the Board.

    R. Ramaraj seconded the resolution.

    The Board then took the following action.

    All Board members present unanimously approved of Resolution 2011.06.24.28.

  3. Election of Board Vice Chairman

  4. The Chair, Steve Crocker, assumed the leadership of the meeting. He confirmed that the Board followed essentially the same process for the consideration of the position of Board Vice Chairman as for the Chair.

    The Chair then moved the following resolution and read it into the record:

    Whereas, pursuant to the Board's adopted process, nominations for Vice Chair were closed at the beginning of the Board workshop on 22 June 2011.

    Whereas, the following Board members were identified as candidates for Board Vice Chair: Sébastien Bachollet, Ray Plzak and Bruce Tonkin.

    Whereas, the candidates for Board Vice Chair made presentations to the Board.

    Whereas, the Board then participated in a written straw poll by secret ballot, the results of which were used to inform the Board Governance Committee's (BGC) slate for Board Vice Chair that the BGC presented to the Board for approval.

    Whereas, the BGC has recommended that the Board elect Bruce Tonkin as the Vice Chairman of the Board.

    Resolved (2011.06.24.30), Bruce Tonkin is elected as Vice Chairman of the Board.

    Ray Plzak seconded the resolution.

    The Board then took the following action:

    All Board members present unanimously approved of Resolution 2011.06.24.30.

  5. Appointment of Membership of Board Committees

  6. Bruce Tonkin moved the following resolution and read it into the record:

    Resolved (2011.06.24.31), membership of the Board committees is established as follows until the Annual General meeting:

    • Audit
      • Erika Mann (Chair)
      • Steve Crocker
      • Gonzalo Navarro
    • Compensation
      • Bruce Tonkin (Chair)
      • Steve Crocker
      • Rajasekhar Ramaraj
    • Executive
      • Steve Crocker (Chair)
      • Rod Beckstrom
      • Cherine Chalaby
      • Bruce Tonkin
    • Finance
      • Cherine Chalaby (Chair)
      • Sébastien Bachollet
      • Rajasekhar Ramaraj
      • George Sadowsky
    • Governance
      • Bruce Tonkin (Chair)
      • Cherine Chalaby
      • Bill Graham
      • Ram Mohan (Liaison)
      • Ray Plzak
      • Rajasekhar Ramaraj
    • Global Relations
      • Gonzalo Navarro (Chair)
      • Chris Disspain
      • Erika Mann
      • George Sadowsky
      • Katim Touray
      • Kuo-Wei Wu
    • IANA
      • Kuo-Wei Wu (Chair)
      • Bertrand de La Chapelle
      • Thomas Narten (Liaison)
      • Ray Plzak
      • Katim Touray
      • Suzanne Woolf (Liaison)
    • Public Participation
      • Mike Silber (Chair)
      • Sébastien Bachollet
      • Thomas Narten (Liaison)
      • Gonzalo Navarro
      • Katim Touray
      • Kuo-Wei Wu
    • Risk
      • Steve Crocker (Chair)
      • Rajasekhar Ramaraj
      • Mike Silber
      • Bruce Tonkin
      • Suzanne Woolf (Liaison)
    • Structural Improvements
      • Ray Plzak (Chair)
      • Bertrand de La Chapelle
      • George Sadowsky
      • Reinhard Scholl (Liaison)
      • Mike Silber

    Bruce noted that one of the things that the Board Governance Committee is considering is managing succession planning to ensure tha thte Board is not dependent upon any one individual in a specific role. Of note, Ramaraj, the longtime Chair of the Finance Committee, is transitioning out of that role as ICANN's fiscal year is coming to a close. To assist, Ramaraj remains on the Finance Committee to provide a smooth transition to Cherine Chalaby. Another example is the transition of the Chair of the Risk Committee from Bruce to Steve Crocker, while Bruce remains on the committee to assist in the leadership transition. This type of succession planning is also occurring at the Nominating Committee level, where the Board recently approved the creation of a Chair-Elect position.

    Cherine Chalaby seconded the resolution.

    The Board then took the following action:

    Fifteen Board members approved of Resolution 2011.06.24.31. Katim Touray opposed the Resolution. The Resolution carried.

    Katim Touray provided the following statement regarding his opposition to the resolution and the manner of selection of the slate:

    Thank you very much, Steve, and congratulations to both of you and Bruce and the rest of the Board on your appointments and elections to your respective positions and chairs in the various committees.

    As I mentioned in an e-mail I sent out last night to the Board list, I am voting against the current slate of appointments to the various committees because I think there are serious flaws in the way we appoint and populate the various committees of the Board.

    As you all well know, or at least most of you that have been on the Board for the past three or so years, there's an issue that has been raised a number of times. We have discussed it but we have never really addressed it. I'm glad to hear -- I'm glad to see that at least with regards to the Chair and Vice Chair, we have started to do something that's a little bit more transparent and that ICANN, as an organization that's built on a multistakeholder model, is more deserving of.

    In my discussions yesterday with Bruce, we explored various ways and means of achieving exactly this. But I think until we get to that, it's important that I vote, in this case, against this particular slate of candidates and preponderance operations of the committees just to send a message, as it were. Because I think if we keep, you know, pushing the matter aside, we just would not have the pressure we need to really do what we need to do and that is do the right thing for ICANN.

    And having said that, I will fully cooperate and work as much as I can with all of you to make sure ICANN gets the very best out of this Board.

  7. Any Other Business

  8. The Chair provided the following comments:

    We have a lot of work in front of us. Two things I want to flag in particular, quite obviously having passed the resolution to move forward with the new gTLDs, we have enormous amount of work in execution. That will be, as we have said many times, a challenge all the way up and down. Heavy burden on the staff, heavy burden on the community, heavy burden on the board to execute what's in front of us that we have committed to, and undoubtedly there are extra items, rough edges, loose ends that will come up that need to be dealt with even while we're proceeding deliberately and rapidly down the defined path.

    The other -- among the many, many commitments that we have, the other one I want to flag is the Affirmation of Commitments, the ATRT report, the resolutions that we passed, our complete commitment to all 27 recommendations.

    I want to note that during the presentation of the Finance Committee this morning was a specific comment that these items have been supported in the budget. That is a very strong statement in terms of commitment to go and make this all happen.

    Let me also now turn to the process that you have just seen of selecting Board leadership.

    This was a competitive and very constructive and healthy process. I think the right way to look at this is that we have a considerable amount of talent and skills, and that is a very good position for us to be in.

    I can tell you from having participated in this, Bruce organized the process and ran it, and it was very, very well done, and caused each of us to have to speak to a number of issues, and in the process I think all of us learned a great deal about the issues and we learned about each other. As I say, this was a positive experience that resulted not only in the business at hand of making a decision but of also laying the foundation for some very constructive and ongoing interactions and cooperative processes.

    So I'm looking forward very much to working with everybody on the Board. I'm particularly looking forward to working with Sébastien and with Cherine, and I think each of them wants to add some comments.

    Sébastien Bachollet stated:

    After six months of period, they say, I am returning for three years in the Board. It's unusual to have this six months after three years, but it was a process to allow the At-Large to work on the process to elect a full Board member, and I would like to take this opportunity to thank again the At-Large Community for their confidence.

    About the election, my position, more to say that I am the best candidate, I think it's important that the Board get a choice. It's one of the major reasons for my candidacy. And I was happy that Cherine did the same for the Chair election.

    Even if I don't see the result as the best way to show a much-needed internationalization of ICANN, I respect the result and I will support both Steve and Bruce in their new role as Chair and Vice Chair. And I will fulfill my duty in the committees I have the honor to serve.

    A quick point. I need to disclose, as there are some changes in my Statement of Interest. As you know, it was published before Brussels that I have been invited to be a member of the board of the International Foundation for Online Responsibility, which is set up to be the sponsoring organization for the xxx sTLD, should ICM be awarded the contract for the dot xxx sTLD. They just issued a public statement that I am now a member of the Board of the International Foundation for Online Responsibility, which is the sponsoring organization responsible for policy setting for the dot xxx sTLD.

    Thank you very much.

    Cherine Chalaby congratulated the Chair on his appointment, and noted that he looks forward to working with the Chair and the Board as a team under the Chair's leadership. Cherine commented that ICANN has many challenges facing the organization, and he can be counted on to support ICANN as the Board works together.

    The CEO congratulated Steve and Bruce on their appointments and welcomed the entire new Board.

  9. Entry on the IANA Special People Numbers Registry

  10. The Chair moved the following resolution and read it into the record:

    Whereas, Peter Dengate Thrush, served as the Chairman of the ICANN Board of Directors from November 2007 through June 2011.

    Whereas, we thank Peter Dengate Thrush for his leadership, dedication and significant accomplishments as the Chairman of the ICANN Board of Directors.

    Resolved (2011.06.24.32), the Board requests that Peter Dengate Thrush be inducted as entry number 11 on the IANA Special People Numbers Registry (SPNR) <http://www.iana.org/assignments/special-registry/> as follows:

    IANA Special People Numbers Registry (SPNR)

    Number Name
    0 Reserved
    1 Jon Postel
    2 Joyce K Reynolds
    3 Bob Braden
    4 Louis Touton
    5 Daniel Karrenberg
    6 Stephen Crocker
    7 Scott Bradner
    8 Stephen Wolff
    9 Vint G. Cerf
    10 Paul Twomey
    11 Peter Dengate Thrush

    Chris Disspain seconded the resolution.

    The Board then took the following action:

    All Board members present unanimously approved of Resolution 2011.06.24.32, by acclamation.

    The Chair called the meeting to a close.

Stay Connected

  • News Alerts:
  • Newsletter:
  • Compliance Newsletter:
  • Policy Update: