Internet Corporation for Assigned Names and Numbers

Preliminary Report of Board Meeting

28 October 2010

[Formal Minutes are still to be approved by the ICANN Board]

Note: This has not been approved by the Board and does not constitute minutes but does provide a preliminary attempt setting forth the reporting of the resolutions from that meeting. Details on voting and abstentions will be provided in the Board's Minutes, when approved by the board at a future meeting.

A Special Meeting of the ICANN Board of Directors was held via teleconference on 28 October 2010 at 03:00 UTC.

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; Thomas Narten, IETF Liaison; Jonne Soininen, TLG Liaison; and Vanda Scartezini, ALAC Liaison.

Ram Mohan, SSAC Liaison, sent apologies.

  1. Executive Session

The Board conducted an executive session, without staff present, in confidence.

The Board took the following action:

RESOLVED, (2010.10.28.01) the Board approves the CEO Objectives Matrix.

All Board members present unanimously approved this resolution.

  1. Consent Agenda

The Board discussed the content of the Consent Agenda and noted some corrections to be made to the Minutes of the 5 August 2010 Board meeting prior to approval. The following resolutions were approved unanimously 15-0:

RESOLVED, the following resolutions in this Consent Agenda are hereby approved:

  1. Approval of Minutes of 5 August 2010 ICANN Special Board Meeting

    RESOLVED (2010.10.28.02) the Board hereby approves the minutes of the 5 August 2010 ICANN Special Board Meeting.

  2. Approval of Minutes of 25 September 2010 ICANN Special Board Meeting

    RESOLVED (2010.10.28.03) the Board hereby approves the minutes of the 25 September 2010 ICANN Special Board Meeting.

  3. From the SSAC – Changes to SSAC Membership:

    1. Approval of Appointment of Merike Kaeo to the SSAC

      Whereas, the SSAC does review its membership and make adjustments from time-to-time.

      RESOLVED (2010.10.28.04) the Board appoints Merike Kaeo to the Security and Stability Advisory Committee (SSAC).

    2. Thanks to Departing SSAC Member Dan Simon

      Whereas, Dan Simon was appointed to the ICANN Security and Stability Advisory Committee on 26 June 2009.

      Whereas, ICANN wishes to acknowledge and thank Dan Simon for his service to the community by his membership on the Security and Stability Advisory Committee.

      RESOLVED (2010.10.28.05), Dan Simon has earned the deep appreciation of the Board for his service to ICANN by his membership on the Security and Stability Advisory Committee, and that the Board wishes Dan Simon well in all future endeavours.

  4. From the Board Governance Committee – Approval of revised Board Audit Committee Charter and Board Executive Committee Charter

    Whereas, each Committee of the Board of Directors should have a Charter to define the Committee’s work and operations.

    Whereas, the Board Audit Committee has reviewed its Charter approved in 2000 and approved revisions to reflect the scope of the Committee’s work, and to align with language common to all charters as approved by the Board Governance Committee.

    Whereas, the Board Executive Committee approved a Charter incorporating language common to all charters.

    Whereas, the Board Governance Committee recommended the proposed Charter to the Board Executive Committee, and recommends that the Board approve the Board Audit Committee revised Charter.

    RESOLVED (2010.10.28.06), the Board approves the revised Board Audit Committee Charter and the Charter for the Board Executive Committee.

  5. From the Board Governance Committee – Approval of Chair and Vice-Chair Position Descriptions

    Whereas, the Board Governance Committee spent several months reviewing and revising, and has recommended that the Board approve a formal position description for the Chair and the Vice Chair of ICANN’s Board of Directors.

    RESOLVED (2010.10.28.07) the Board approves the position descriptions for the Chair and the Vice Chair of ICANN’s Board of Directors, which are posted at http://www.icann.org/en/board/chair-and-vice-chair-position-descriptions-29oct10-en.htm.

  6. From the Board Governance Committee – Approval for Posting of Bylaw Changes relating to transition of Board terms

    Whereas, the Bylaws 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 International Public Meetings, and if the Bylaws are amended to allow for a voting Board member to be selected by the At-Large Community, the transition of the new Seat 15 is anticipated to occur between ICANN’s International Public Meetings.

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

    Whereas, the Board Governance Committee (“BGC”) has 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, the proposed Bylaws amendments reflect the anticipated addition of a voting member selected by the At-Large Community, incorporating amendments already posted for public comment, at http://www.icann.org/en/public-comment/public-comment-201007-en.htm#al-director.

    Whereas, the BGC recommends that the Board approve the posting for public comment of the proposed Bylaws amendments.

    RESOLVED (2010.10.28.08), that the proposed Bylaws amendments be posted for public comment for a period of not less than 30 days.

    RESOLVED (2010.10.28.09), once the public comment period is concluded and the public comments have been evaluated and summarized, the Board will consider the proposed Bylaws amendments for approval.

  7. From the Board Structural Improvements Committee – Approval of Bylaws Necessary to Seat Director from At-Large Community

    Whereas, on 27 August 2009, the Board approved in principle the recommendation of the Board review Working Group (BRWG) to add one voting director from the At-Large Community to the ICANN Board of Directors and removing the present ALAC Liaison to the Board. http://www.icann.org/en/minutes/minutes-27aug09-en.htm.

    Whereas, the BRWG issued its Final Report containing the recommendation with the expectation that "the selection process will be designed, approved and implemented in time for the new Director to be seated at the 2010 Annual General Meeting."

    Whereas, on 12 March 2010 the Board directed the Structural Improvements Committee (SIC) to present a set of suggested actions to address the recommendations formulated in the BRWG final report. http://www.icann.org/en/minutes/resolutions-12mar10-en.htm#1.6.

    Whereas, on 25 June 2010, the Board approved a recommendation from the SIC and directed the ICANN CEO to post for public comment proposed Bylaws amendments necessary to allow for the seating of a Board Director selected by the At-Large Community and to remove the present ALAC Liaison. http://www.icann.org/en/minutes/resolutions-25jun10-en.htm#1.7.

    Whereas, the proposed Bylaws amendments were posted for public comment for 45 days, ending on 15 August 2010, and staff prepared a full Summary and Analysis of comments determining that no substantive edits were necessary to the proposed amendments. Staff prepared minor revisions to the Bylaws amendments based upon items arising in public comment and identified in the Summary and Analysis.

    Whereas, the SIC, at its 14 October 2010 meeting, considered the further proposed amendments and recommended that the Board approve the Bylaws amendments as modified by Staff.

    Whereas, to address concerns arising in the public comment period, the Board recommends that the At-Large Community consider the possibility that the At-Large Community’s selection process to identify a Director to fill the six-month vacancy in Seat 15 at the conclusion of ICANN’s Annual General Meeting in 2010 could also be declared to select the Director to serve in the first regular term of Seat 15, as defined within the amended Bylaws, without the re-initiation of a Board seat selection process.

    RESOLVED (2010.10.28.10), the Board approves the Bylaws revisions as revised by Staff in response to public comment. The Bylaws as amended will allow for the seating of the Board Director selected by the At-Large Community at the conclusion of the ICANN’s Annual General Meeting in 2010.

  8. From the Board Structural Improvements Committee – Approval of Posting for Comment of SSAC Related Changes to ICANN Bylaws

    Whereas, Article XI, Section 2, Subsection 2 of the Bylaws governs the Security and Stability Advisory Committee (SSAC).

    Whereas, in its final report published 29 January 2010 http://www.icann.org/en/reviews/ssac/ssac-review-wg-final-report-29jan10-en.pdf [PDF, 282 KB], the Security and Stability Advisory Committee (SSAC) recommended that task area one of the SSAC Charter (Section 2(2)(a)(1) http://www.icann.org/en/general/bylaws.htm#XI) should be removed because it is out of scope of the activities of the SSAC.

    Whereas, on 12 March 2010, the Board received the SSAC final report and directed the Structural Improvements Committee (SIC) to identify actions necessary to address the recommendations within the report, at http://www.icann.org/en/minutes/resolutions-12mar10-en.htm#1.6.

    Whereas, the SIC, at its 14 October 2010 meeting, recommended that the Bylaws should be amended to achieve the recommendation of the Working Group on improvements to the SSAC by removing task area one and renumbering the other task areas.

    Whereas, the SIC also considered the SSAC reviewer’s recommendation that the Board should have the power to remove SSAC members, and recommended that the Bylaws should be amended to reflect this companion removal power. Any removal should be formed in consultation with the SSAC.

    RESOLVED (2010.28.10.11), the Board directs that the proposed Bylaws amendment should be posted for public comment for a period of no less than 30 days.

  9. From the Board Structural Improvements Committee – Approval of Posting for Comment of Nominating Committee Chair-Elect Changes to ICANN Bylaws

    Whereas, Article VII, Section 2 and 3 of the Bylaws govern the composition of the Nominating Committee (NomCom) and the terms of the NomCom members.

    Whereas, in its final report published 29 January 2010 http://www.icann.org/en/reviews/nomcom/nomcom-review-finalization-wg-final-report-29jan10-en.pdf, the NomCom Review Finalization Working Group recommended that the Chair of the NomCom be elected one year in advance, requiring changes to the ICANN Bylaws in Article VII, Section 2 and 3 at http://www.icann.org/en/general/bylaws.htm#VII.

    Whereas, on 12 March 2010, the Board received the NomCom Review final report and directed the Structural Improvements Committee (SIC) to identify actions necessary to address the recommendations within the report, at http://www.icann.org/en/minutes/resolutions-12mar10-en.htm#1.6.

    Whereas, the SIC, at its 14 October 2010 meeting, recommended that the Bylaws should be amended to achieve the recommendation of the NomCom Review Finalization Working Group by electing the NomCom Chair one year in advance, while also highlighting that the related Bylaws amendments must incorporate appropriate flexibility for the Board.

    RESOLVED (2010.10.28.12), the Board directs that the proposed Bylaws amendment should be posted for public comment for a period of no less than 30 days.

  10. Approval of Funding Source for New gTLD Deployment Budget

    Whereas, the Board approved the new gTLD Deployment Budget at its meeting on 25 September 2010 (see Resolution 2010.09.25.01 at: http://www.icann.org/en/minutes/resolutions-25sep10-en.htm).

    Whereas, the Board Finance Committee (BFC) discussed the amount of the new gTLD Deployment Budget and unanimously agreed to recommend that it not exceed $4.0 million.

    Whereas, the BFC discussed the new gTLD Deployment Budget and unanimously agreed that it shall be funded now from the reserve fund and not from the adopted operating expense budget.

    RESOLVED (2010.10.28.13), the funds for the new gTLD Deployment budget shall be available and shall not exceed $4 million.

    RESOLVED (2010.10.28.14), the new gTLD Deployment Budget shall be funded now from the ICANN reserve fund and not from the annual adopted operating expense budget.

Resolutions 2010.10.28.01, 2010.10.28.02, 2010.10.28.03, 2010.10.28.04, 2010.10.28.05, 2010.10.28.06, 2010.10.28.07, 2010.10.28.08, 2010.10.28.09, 2010.10.28.10, 2010.10.28.11, 2010.10.28.12, 2010.10.28.13 and 2010.10.28.14 were approved in a single vote approving the consent agenda items. All Board Members present unanimously approved these resolutions.

Main Agenda

  1. Ratification of MOU with Global Cyber Security Center

The Chair noted that the discussion of this item would be moved to upcoming the Board retreat at the beginning of November 2010.

  1. President & CEO’s Report

The Board engaged in a discussion with the CEO regarding items within the CEO report, including an update on the approval of registrar fees and a discussion relating to financial commitments from operators of IDN ccTLDs.

  1. IDN ccTLDs (for information)
    1. Update on IDN ccTLDs

The Chair noted that due to the discussion of IDN ccTLDs within the CEO Report section, no further update was needed. With no objections, the Board proceeded to the next item.

    1. Issues Report on Variant Management – No resolution

The Board discussed with staff the proposed working plan regarding variant management and resource implications of the proposed plan. The Board and staff agreed that (1) the Working Group addressing variants needs to approve the contents of the plan and check that the problem is properly identified; and (2) after the Working Group signs off, the Finance Committee should work with staff regarding funding.

  1. Delegation of قطر. ("Qatar")

After staff introduction, the Board discussed the proposed resolutions regarding the IDN and ASCII ccTLDs and the continued need for clarification of guidelines and processes for handling delegation requests in the IDN ccTLD Fast Track Process and the ASCII ccTLD redelegation process.

    1. Approval of Delegation

The Board then took the following actions:

Whereas, Qatar is a country currently listed in the ISO 3166-1 standard.

Whereas, قطر (“Qatar”), encoded as “xn--wgbl6a”, is a string that has been deemed to appropriately represent Qatar through the IDN Fast Track process.

Whereas, ICANN has received a request for delegation of قطر. to the Supreme Council of Information and Communication Technology.

Whereas, ICANN has reviewed the request, and has determined that the proposed delegation would be in the interests of the local and global Internet communities.

RESOLVED (2010.10.28.15), the proposed delegation of the قطر. top-level domain to the Supreme Council of Information and Communication Technology is approved.

  1. Redelegation of .QA (QATAR) top-level

    Whereas, QA is the ISO 3166-1 two-letter country-code designated for Qatar;

    Whereas, ICANN has received a request for redelegation of .QA to the Supreme Council of Information and Communication Technology.

    Whereas, ICANN has reviewed the request, and has determined that the proposed redelegation would be in the interests of the local and global Internet communities;

    RESOLVED (2010.10.28.16), the proposed redelegation of the .QA top to the -level domain Supreme Council of Information and Communication Technology is approved.

Eleven Board members voted in favor of the resolutions. Two Board members opposed the resolutions and two Board members abstained from voting on the resolutions. The resolutions carried.

  1. New gTLD Program
    1. Update on Timeline

The Board discussed proposed timelines to publish a final version of the Applicant Guidebook and the extent of public comment to be received on the Applicant Guidebook. After agreement on a proposed workplan to guide the remainder of staff’s work, the Board directed staff to post a graphic of the proposed timeline with the following action of the Board:

RESOLVED (2010.10.28.17), the Board directs staff to adopt as a working plan the Launch Scenario with launch date of Q2 2011, as contained in the graphic attached here.

All Board members present unanimously approved of this resolution.

    1. Vertical Integration

In the interests of time, the Chair adjourned this item of discussion to a later date.

    1. GNSO New gTLD Recommendation 6 Objection Process

Staff provided an introduction on the report issued by the cross-community working group convened to address implementation issues on GNSO New gTLD Policy Recommendation 6, as well as on the staff work done to present the report to the Board, along with specific staff recommendations.

The Board discussed staff presentation and, in conformance with staff recommendation, directed staff to provide a briefing paper to the working group and to coordinate a call with the working group to further discuss the issues.

    1. GAC Issues Letter including Geographic Names

After a staff introduction, the Board discussed the scope of consultation needed and the timing of consultation with the GAC regarding the issues raised regarding Geographic Names. The Board also discussed the logistics of any sort of consultation or preconsultation. The Board agreed that staff provide a paper on geographic names to the GAC, the Chair of the GAC would check on the scope of issues still requiring discussion, and then the Chairs of the GAC and the Board would discuss the process for resolution to move this issue forward prior to Cartagena.

    1. Affirmation of Commitment Considerations

The Board discussed a paper regarding the adherence to the conditions set out in the Affirmation of Commitments in launching New gTLDs, and the need for identifying objective metrics to measure ICANN’s performance. The Board asked staff to consider what known performance indicators for the New gTLD program may be, what the adequacy scale is for measuring, and try to set that out for future conversation.

  1. ICM Registry Sponsored Top-Level Domains – Next Steps

The Board discussed the necessity of and timing of consultation regarding GAC advice received on the .XXX sTLD application, including the possibility of a preconsultation. The Board reached consensus for a pre-decision consultation with the GAC, with the GAC Chair forwarding a paper from staff regarding the GAC advice identified on the ICM application, and the GAC Chair and the ICANN Board Chair will then discuss a mechanism for the pre-decision consultation.

The Board then took the following action:

Whereas, the Governmental Advisory Committee communicated to the ICANN Board regarding the application for the .XXX sTLD through: (1) the Wellington Communiqué; (2) a 2 February 2007 Letter from the Chair and Chair-Elect of the GAC to the Chair of the ICANN Board; (3) the Lisbon Communiqué; and (4) a 4 August 2010 Letter from the Chair of the GAC to the Chair of the ICANN Board.

Whereas, ICM provided a proposed Registry Agreement to ICANN that was posted for public comment for 30 days.

Whereas staff recommends that, though the proposed Registry Agreement provides sufficient measures to address many GAC concerns, entering into the proposed Registry Agreement may not be consistent with some of the broader-reaching communications from the GAC, and the GAC and the Board could benefit from consultation on those items.

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.

All Board members present unanimously approved of this Resolution.

After confirmation that the proposed timeline set forth in the following resolution was reasonable, the Board then took the following action:

RESOLVED  (2010.10.28.19) the Board Chair will suggest to the GAC Chair that any consultation process conclude prior to the ICANN Public Meeting in Cartagena, Colombia.

All Board members present unanimously approved of this Resolution.

  1. Status Report on AOC Reviews
    1. Update on Meeting the Commitments

The Board received an update from staff on the work across the organization to meet the commitments set forth in the Affirmation of Commitments, including staff analysis and review. The Board discussed the resource implications of the reviews, as well as the need for objective standards to measure ICANN’s performance, as well as the need to consider resource implications of the reviews in the next iteration of the strategic and operating plans.

    1. Review Teams – Update on Logistics & Budget Issues

The Board received updates on the work of the Accountability and Transparency Review Teams and the newly formed Whois and DNS Security, Stability and Resilience Review Teams, as well as the budget issues relating to the reviews.

  1. Oversight of Board Committees

After introduction by the Chair, the Board received reports from the Chairs of the Board Finance Committee and the Board Audit Committee regarding the work done by each Committee. Each Chair also noted areas where the Committee could benefit from additional assistance by the Board.

  1. New gTLD Applicant Support

The Board discussed the proposed resolution to thank and support the continued work of the joint working group formed in response to the Board’s resolution in Nairobi regarding New gTLD Applicant Support.

The Board then took the following action:

Whereas, the Board at its March 2010 meeting in Nairobi, Kenya, passed resolutions recognizing the importance of an inclusive New gTLD Program, and requesting stakeholders to form a Working Group to develop sustainable support needy applicants for new gTLDs.

Whereas ALAC and the GNSO Council, in response to the Nairobi Board resolutions, formed a Joint Supporting Organization/Advisory Committee (SO/AC) Working Group on New gTLD Applicant Support (the JAS WG).

Whereas the JAS WG worked with various stakeholders and presented a report on their findings and recommendations to the Board, and the Board also received a statement on the matter from the African community.

Whereas the Board, at its September, 2010 meeting in Trondheim, Norway, made some statements on providing needy applicants with support such as outreach and education, and matching them with sources of support.

Whereas the Board, along the lines of its Nairobi meeting resolutions, is still committed to working with the community to ensure an inclusive new gTLD program.

RESOLVED (2010.10.28.20), the Board thanks the JAS WG and those members of the community who have devoted their time and energy on finding sustainable ways to support needy applicants for new gTLDs.

RESOLVED (2010.10.28.21), the Board encourages the JAS WG and other stakeholders to continue their work on the matter, and in particular, provide specific guidelines on the implementation of their recommendations such as determining the criteria for eligibility for support.

RESOLVED (2010.10.28.22), the Board further stresses that any needy applicant support program must have a sustainable funding model that may be independent of ICANN and can be implemented transparently, and effectively to the benefit of the global Internet community.

All Board Members present unanimously approved of these resolutions.

The meeting was adjourned.

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