Internet Corporation for Assigned Names and Numbers

Board Resolutions | Special Meeting of the ICANN Board

25 August 2011

* Note: Where available, draft Rationale of the Board's actions is presented under the associated Resolution. The draft Rationale is not final until approved with the minutes of the Board meeting.

  1. Consent Agenda
  2. Approval of NomCom Chair & Chair-Elect
  3. Approval of BGC Recommendation re Reconsideration Request 11-1
  4. Process Steps for Consideration of Board Remuneration
  5. Single Character IDN Update

 

  1. Consent Agenda

    Resolved, the following resolutions in this Consent Agenda are approved:

    1.1. Approval of Minutes of 28 July 2011 ICANN Board Meeting

    Resolved (2011.08.25.01), the Board approves the minutes of the 28 July 2011 ICANN Board Meeting.

    1.2. Approval of Recommendation of GNSO Council on IRTP Part B

    Whereas on 24 June 2009, the GNSO Council launched a Policy Development Process (PDP) on the Inter-Registrar Transfer Procedure Part B (IRTP Part B) addressing five charter questions, set forth at https://community.icann.org/display/gnsoirtpb/3.+WG+Charter;

    Whereas the PDP followed the prescribed PDP steps as stated in the Bylaws, resulting in a Final Report delivered on 30 May 2011;

    Whereas the IRTP Part B Working Group (WG) reached full consensus on the recommendations in relation to each of the five issues outlined in the Charter;

    Whereas the GNSO Council reviewed, and discussed the recommendations of the IRTP Part B WG, and adopted the Recommendations on 22 June 2011 by a Supermajority and unanimous vote (see: http://gnso.icann.org/resolutions/#201106);

    Whereas the GNSO Council vote met and exceeded the required voting threshold to impose new obligations on ICANN contracted parties.

    Whereas after the GNSO Council vote, a 30-day public comment period was held on the approved recommendations, and the comments have been summarized and considered (http://www.icann.org/en/public-comment/irtp-b-recommendations-08jul11-en.htm).

    Resolved (2011.08.25.02) the Board adopts the GNSO Council Policy Recommendations amending the Inter-Registrar Transfer Policy set forth at http://www.icann.org/en/transfers/policy-en.htm.

    Resolved (2011.08.25.03) the CEO is to develop and complete an implementation plan for these Recommendations and continue communication with the community on such work.

    Resolved (2011.08.25.04) the CEO is directed to undertake the studies identified by the GNSO Council at [identify resolutions here] to facilitate further work on this issue.

    Resolved (2011.08.25.05) the Board encourages the GNSO, the ALAC and all other parts of the ICANN community to work together to promote the measures outlined in the SSAC's report A Registrant's Guide to Protecting Domain Name Registration Accounts (SAC 044), as identified within the GNSO Council Resolutions.

    Rationale for Resolutions 2011.08.25.02-05

    Why the Board is addressing the issue now?
    The Inter-Registrar Transfer Policy (IRTP) is a consensus policy that was adopted in 2004 which provides for a straightforward process for registrants to transfer domain names between registrars. The GNSO Council established a series of five Working Groups (Parts A through E) to review and consider various revisions to this policy.

    The IRTP Part B PDP is the second in a series of five scheduled PDPs addressing areas for improvements in the existing policy. The IRTP Part B Working Group has addressed five issues focusing on domain hijacking, the urgent return of an inappropriately transferred name, and lock status. The IRTP Part B PDP Final Report received unanimous consensus support from the IRTP Part B Working Group as well as the GNSO Council. Following the closing of the public comment period on 8 August, the next step as outlined in Annex A of the ICANN Bylaws is consideration by the ICANN Board of the recommendations.

    What is the proposal being considered?
    The following recommendations are being considered:

    • Requiring Registrars to provide a Transfer Emergency Action Contact (TEAC). To this end proposed language to modify section 4 (Registrar Coordination) and Section 6 (Registry Requirements) of the Inter-Registrar Transfer Policy has been provided (see Annex for further details). The Transfer Emergency Action Contact (TEAC) is a mechanism to facilitate urgent communications relating to transfers. The goal of the TEAC is to quickly establish real time communication between registrar representatives in case of emergency such as a transfer as a result of a domain name hijacking so that the registrar can take steps to resolving the issue. The TEAC only addresses establishing that communication not resolving any disputes that may arise for which other policies and procedures apply.
    • Modifying section 3 of the IRTP to require that the Registrar of Record/Losing Registrar be required to notify the Registered Name Holder/Registrant of the transfer out. The Registrar of Record has access to the contact information for the Registrant and could modify their systems to automatically send out the Standardized Form for Losing Registrars ("Confirmation FOA") to the Registrant. Requiring this notification would alert the registrant at an earlier stage that a transfer has been requested, which as a result would bring any potential conflicts to light before a transfer has been completed and therefore might reduce the number of conflicts between the admin contact and registrant that would require undoing a transfer.
    • Modifying Reason for Denial #6 as follows: Express objection to the transfer by the authorized Transfer Contact. Objection could take the form of specific request (either by paper or electronic means) by the authorized Transfer Contact to deny a particular transfer request, or a general objection to all transfer requests received by the Registrar, either temporarily or indefinitely. In all cases, the objection must be provided with the express and informed consent of the authorized Transfer Contact on an opt-in basis and upon request by the authorized Transfer Contact, the Registrar must remove the lock or provide a reasonably accessible method for the authorized Transfer Contact to remove the lock within five (5) calendar days. The current language of denial reason #6 is not clear and leaves room for interpretation especially in relation to the term ‘voluntarily' and it is therefore recommended that this language is expanded and clarified to tailor it more to explicitly address registrar-specific (i.e. non-EPP) locks in order to make it clear that the registrant must give some sort of informed opt-in express consent to having such a lock applied, and the registrant must be able to have the lock removed upon reasonable notice and authentication.
    • Deleting denial reason #7 as a valid reason for denial under section 3 of the IRTP as it is technically not possible to initiate a transfer for a domain name that is locked, and hence cannot be denied, making this denial reason obsolete.

    Which stakeholders or others were consulted?
    Public comment forums were held on the initiation of the PDP, the Initial Report, the proposed Final Report and the recommendations subject to Board Consideration, in additional to regular updates to the GNSO Council as well as workshops to inform and solicit the input from the ICANN Community at ICANN meetings (see for example, Brussels Meeting and San Francisco Meeting). Constituency / Stakeholder Group Statements were submitted (see https://community.icann.org/display/gnsoirtpb/IRTP+Part+B). All comments received have been reviewed and considered by the IRTP Part B PDP WG (see section 6 of the IRTP Part B Final Report [PDF, 972 KB]). In addition, as prescribed by the ICANN Bylaws, a public comment forum was held on the recommendations to be considered by the ICANN Board.

    What concerns or issues were raised by the community?
    The only concern raised as part of the public comment forum on the recommendations to be considered by the ICANN Board was with regard to the four hour response time required as part of the Transfer Emergency Action Contact (TEAC) recommendation. The commenter noted that it would put ‘too much burden on small and medium sized registrars'. However, the commenter seemed to assume that a resolution is required within four hours (‘A final solution/ settlement can take place also after 1 or 2 days') instead of an initial response, which is the only requirement under the proposed TEAC. As the IRTP Part B PDP Working Group explained it in its Final Report ‘the goal of the TEAC is to quickly establish real time communication between registrar representatives who can take steps to resolving the issue, but this policy only addresses establishing that communication not resolving any disputes that may arise'. With regard to the four hour response time, the IRTP Part B PDP Working Group noted that ‘even the smallest of registrars can simply rotate this function among operational staff, just as they rotate other "emergency" aspects of their business. The number of TEAC requests is likely to be very small and quite infrequent, but when they occur there is a genuine emergency that needs to be dealt with quickly'. It should be noted that both small as well as big registrars participated in the deliberations of the IRTP Part B Working Group and supported the recommendations.

    What significant materials did the Board review?
    The Board reviewed the GNSO Council Report to the Board, as well as the summary of public comments and Staff's response to those comments.

    What factors the Board found to be significant?
    The recommendations were developed following the GNSO Policy Development Process as outlined in Annex A of the ICANN Bylaws and have received the unanimous support from the GNSO Council. As outlined in the ICANN Bylaws, the Council's unanimous (supermajority) support for the motion obligates the Board to adopt the recommendation unless by a vote of more than 66%, the Board determines that the policy is not in the best interests of the ICANN community or ICANN. In addition, transfer related issues are the number one area of complaint according to data from ICANN Compliance. Improvements to the IRTP have the potential to reduce the number of complaints, in addition to providing clarity and predictability to registrants as well as registrars.

    Are there positive or negative community impacts?
    Improvements to the IRTP have the potential to reduce the number of complaints, in addition to providing clarity and predictability to registrants as well as registrars. Adoption of the recommendations will require changes in processes for registrars, but these are considered to have a minimum impact and necessary in order to address the issues that are part of this Policy Development Process. The recommendations, if implemented, would usefully clarify and enhance the IRTP, to the advantage of all parties concerned.

    Are there fiscal impacts or ramifications on ICANN (strategic plan, operating plan, budget); the community; and/or the public?
    Apart from those changes required in process for registrars as outlined above, no other fiscal impacts or ramifications on ICANN; the community; and/or the public are expected.

    Are there any security, stability or resiliency issues relating to the DNS?
    There are no security, stability, or resiliency issues related to the DNS if the Board approves the proposed recommendations.

    1.3. Approval of Receipt of Report from TR-WG

    Whereas, on 18 March 2011, the Board received a final report from the independent reviewer for the TLG Review and resolved to establish a Board Technical Relations Working Group, BTRWG, to address the recommendations of the TLG Review final report. (Resolutions 2011.03.18.28-31)

    Whereas, on 21 April 2011, the Board resolved to adopt the membership of the BTRWG and the Charter for the BTRWG. (Resolutions 2011.04.21.05 and 2011.04.21.12).

    Whereas, the BTRWG has provided its draft final report, "Draft Final Report from the Board Technical Relations Working Group", dated 22 August 2011, and submitted it to the ICANN Board for consideration.

    RESOLVED (2011.08.25.06), the Board acknowledges receipt of the document "Draft Final Report from the Board Technical Relations Working Group", dated 22 August 2011, thanks the BTRWG for its timely work and directs the SIC to analyze the report and propose a course of action.

    Rationale for Resolution 2011.08.25.06

    The proposed actions are in direct response to a request from the Board and serve to advance the work on improvements in line with the agreed time plan. The actions to be taken do not entail any budgetary consequences in and of themselves, nor any potential negative effects. It is important to take these actions now to timely prepare for future restructuring actions to be proposed for the Board's consideration and decision.

  2. Approval of NomCom Chair & Chair-Elect

    Whereas, the BGC has reviewed the Expressions of Interest from candidates for the Nominating Committee ("NomCom") Chair and Chair-Elect.

    Whereas, the BGC agreed upon a short list of candidates and invited interested Board members to participate in interviews with those candidates, which resulted in recommendations to the Board.

    Resolved (2011.08.25.07), the Board adopts the recommendation of the BGC and hereby appoints Vanda Scartezini as the 2012 NomCom Chair and Rob Hall as the 2012 NomCom Chair-Elect.

    Rationale for Resolution 2011.08.25.07

    ICANN's Bylaws require the Board to appoint the Nominating Committee (NomCom) Chair and NomCom Chair-Elect. See Article VII, sections 2.1 and 2.2 at http://www.icann.org/en/general/bylaws.htm#VII. The Board has delegated the responsibility for recommending the NomCom Chair and Chair-Elect for Board approval to the Board Governance Committee. See BGC Charter at http://www.icann.org/en/committees/board-governance/charter.htm. The BGC posted a call for expressions of interest (EOI), received and reviewed several EOIs, and conducted interviews with some candidates before making recommendations. The Board has considered and agrees with the BGC's recommendations.

    Appointing a NomCom Chair and Chair-Elect identified through a public EOI process positively affects the transparency and accountability of ICANN. Adopting the BGC's recommendation has no financial impact on ICANN and will not negatively impact the systemic security, stability and resiliency of the domain name system.

    The Board notes that coordination is necessary with the NomCom and ICANN's Supporting Organizations and Advisory Committees to standardize position descriptions for the NomCom Chair and Chair-Elect, as well as for the positions that the NomCom is responsible to fill within ICANN. In addition, it is necessary to develop – in consultation with the NomCom – a standardized set of conflict of interest identification practices for use by NomCom members. The Board Governance Committee will continue dialogue with the NomCom on these and other issues, including furtherance of work to meet the recommendations of the Accountability and Transparency Review Team, at the ICANN meeting in Dakar, Senegal.

  3. Approval of BGC Recommendation re Reconsideration Request 11-1

    Whereas, the BGC has reviewed Reconsideration Request 11-1 submitted by Michael F. Gende on 15 June 2011 concerning the domain name zetamusic.com.

    Whereas, the BGC has determined that Reconsideration Request 11-1 should be denied.

    Whereas, Reconsideration Request 11-1 and the BGC's recommendation have been posted on the ICANN website at http://www.icann.org/en/committees/board-governance/requests-for-reconsideration-en.htm.

    Resolved (2011.08.25.08), the Board adopts the recommendation of the BGC that Reconsideration Request 11-1 be denied as the requested action is not within ICANN's power and the Reconsideration process is not the appropriate forum to make domain name dispute complaints.

    Rationale for Resolution 2011.08.25.08

    ICANN's Bylaws call for the Board Governance Committee to evaluate and make recommendations to the Board with respect to Reconsideration Requests. See Article IV, section 3 of the Bylaws http://www.icann.org/en/general/bylaws.htm#IV. The Board has reviewed and thoroughly discussed the BGC's recommendation with respect to Reconsideration Request 11-1 and finds the analysis sound.

    Having a Reconsideration process whereby the BGC reviews and makes a recommendation to the Board for approval positively affects the transparency and accountability of ICANN. It provides an avenue for the community to ensure that staff and the Board are acting in accordance with ICANN's policies, Bylaws and Articles of Incorporation. Adopting the BGC's recommendation has no financial impact on ICANN and will not negatively impact the systemic security, stability and resiliency of the domain name system.

    Here, the Reconsideration process was invoked to obtain the transfer of a domain name registration and complaining of ICANN's earlier response referring the requester to contact the registrant, the registrar, or follow other appropriate alternatives that may assist him in obtaining the transfer of the registration. Because the requested action is not within ICANN's power or authority, this Request has been denied. The Board further notes that the Reconsideration process is not the appropriate forum in which to assert complaints over domain names. There are several other mechanisms by which complaints can be levied and addressed.

    Nevertheless, the Request, in line with ICANN's compliance processes, has been forwarded to the registrar for further follow-up directly with the requester.

  4. Process Steps for Consideration of Board Remuneration

    Whereas, ICANN currently provides compensation to the Chair of its Board for the services the Board Chair renders as a Chair of the Board.

    Whereas, ICANN desires to investigate whether it is appropriate to expand the availability of compensation for service on the Board to other Board members ("Directors").

    Whereas, ICANN is a nonprofit California public benefit corporation that is exempt from Federal income tax under §501(a) of the Internal Revenue Code of 1986, as amended (the "Code") as an organization described in §501(c)(3) of the Code.

    Whereas, ICANN may not pay directors more than Reasonable Compensation as determined under the standards set forth in §53.4958-4(b) of the regulations issued under §4958 of the Code (the "Regulations").

    Resolved (2011.08.25.09), the Board shall direct staff to take all steps necessary to consider the appropriateness of compensation for voting Directors.

    Resolved (2011.08.25.10), as part of the process of reviewing any Director compensation, the Board shall retain an Independent Valuation Expert, as that term is defined in §53.4958-1(d)(4)(iii)(C) of the Regulations (an "Expert"), to consult with and to advise the Board regarding the appropriateness and level of any Director compensation arrangements, and to issue to the Board a Reasoned Written Opinion, as that term is defined in §53.4958-1(d)(4)(iii)(C) of the Regulations (the "Opinion"), from such Expert regarding the ranges of Reasonable Compensation for any such services by a Director.

    Resolved (2011.08.25.11), the Expert's opinion shall include all factors the Expert determines to be appropriate regarding the appropriateness and the level of compensation to be paid a voting Director for services to ICANN as a Director, including offices held on the Board, attendance at Board and Committee meetings, the nature of service on the Board and on Board Committees, and Appropriate Data as to Comparability, as that term is defined in §53.4958-6(c)(2) of the Regulations, regarding director compensation arrangements for U.S.-based, nonprofit, tax-exempt organizations possessing a global employee base.

    Resolved (2011.08.25.12), after having reviewed the Expert's Opinion, the Board shall meet with the Expert to discuss the Expert's Opinion and to ask questions of the Expert regarding the Opinion, the Comparability Data obtained and relied upon, and the conclusions reached by the Expert.

    Resolved (2011.08.25.13), that the Board shall adequately document the basis for any determination the Board makes regarding Director compensation arrangements concurrently with making that determination.

    Resolved (2011.08.25.14), ICANN's General Counsel is authorized and directed to retain Towers Watson as the Board's Independent Valuation Expert to consult with and to advise the Board regarding Director compensation arrangements and to issue to the Board the Reasoned Written Opinion described above regarding the appropriateness of and ranges of Reasonable Compensation for any such services by a Director.

    Resolved (2011.08.25.15), ICANN's staff is herby directed to post for public comment a proposed revised Conflicts of Interest Policy and proposed revised Bylaws that will be required if the Board approves a recommendation that eligible Board members should be compensated for services to ICANN as Directors of ICANN.

    Rationale for Resolutions 2011-08-25-09 – 15

    Over the past several years, ICANN has been considering issues surrounding Board compensation. The Board has publicly discussed the matter and has reviewed independent analysis and advice on the matter. For example: (i) there were calls from the community in relation to ICANN Framework for Accountability and Transparency that the entire Board be compensated; (ii) budget contingency discussions since FY08 have involved the concept of possible Board remuneration; (iii) independent evaluation experts provided studies on other non-profit organizations and Board member remuneration; (iv) the Boston Consulting Group ("BCG") that conducted the Board Review suggested that relatively modest fees to compensate directors for time may be appropriate; (v) the Board Review working group acknowledged general support from BCG and community for director remuneration, but recommended further study in coordination with General Counsel; and (vi) the Accountability and Transparency Review Team specifically recommended that the Board should implement a compensation scheme for voting Directors.

    In August of 2010, the Board approved compensation for the Board Chair. Since that time a call for all voting directors to be compensated has continued, most recently through Recommendation 5 from the Accountability and Transparency Review Team.

    Taking all steps necessary to ensure that consideration of voting director compensation is done in accordance with all appropriate laws, rules and regulations positively impacts the accountability and transparency of ICANN. Further, informing the community through posting all of the process steps the Board is following, as well as the proposed revisions for the Conflicts of Interest Policy and the Bylaws, significantly enhances ICANN's transparency in this matter.

    Following these steps will have some fiscal impact on ICANN as it will cost some to engage the Independent Valuation Expert, however that eventually was budgeted for when the Board adopted the ATRT Recommendations. Taking these steps will not negatively affect the security, stability or resiliency of the domain name system.

  5. Single Character IDN Update

    Whereas, the delegation of IDN TLDs in a way that promotes security and a good user experience is a longstanding topic of importance to ICANN's Board and the global community.

    Whereas, the GNSO's Reserved Names Working Group concluded that, for IDNs, there should not be a general restriction on single-character U-labels, and recommended a case-by-case analysis.

    Whereas, the IDN Implementation Working Team recommended that single-character gTLDs should not be banned, but that further ramifications of this issue should be addressed by policy bodies such as the ccNSO and GNSO.

    Whereas, the Joint ccNSO-GNSO IDN Working Group (JIG) recommended that single-character TLDs should be accepted in the IDN ccTLD Fast Track, as part of the recommendations for overall policy in IDN ccPDP, and the New gTLD Program.

    Whereas, the Fast Track was designed to enable the introduction of a limited number of non-contentious IDN ccTLDs to meet near-term demand while the overall policy is being developed, using methods that do not pre-empt the outcomes of the IDN ccPDP.

    Whereas, the JIG Report raises certain questions, including (a) what suitable process for consultation (including with relevant language communities), is needed when considering new, single-character IDN TLD strings, and (b) whether there would be a different policy conclusion if it were specified that only ideographical scripts are acceptable for single-character IDN TLDs.

    Whereas, these and all technical and policy considerations must be addressed prior to delegation of any single-character TLDs.

    Whereas the time necessary to adequately resource and consider these issues is estimated to extend beyond the scheduled application submission period for the first gTLD application round.

    Resolved (2011.08.28.16) the Board, on the issue of delegation of single character gTLDs:

    1. Requests specific advice on security & stability aspects of this issue from the SSAC.
    2. Requests the GAC to consider and provide specific advice on public policy aspects of this issue.
    3. Requests specific advice on the end-user/consumer aspects of this issue from ALAC.
    4. Directs the staff to consult with additional appropriate and knowledgeable community participants across various languages/scripts on this topic, and to provide the Board and community a report that reflects this input, to enable consideration by the Board on delegation of single character IDN TLDs.
    5. Directs staff to publish a timetable for this work, clearly indicating that processes for delegation of single-character IDN TLDs will be made available after the first gTLD application round and conclusion of IDN ccTLD policy work.

    Rationale for Resolution 2011.08.25.16

    Why the Board is addressing the issue now?
    The Joint ccNSO-GNSO IDN Working Group (JIG) produced a final report recommending that single-character IDNs be delegated in the New gTLD program and the IDN ccTLD Fast Track. The GNSO Council and the ccNSO Council approved the report on 7 April 2011 and 10 May 2011, respectively, and the report was delivered to the Board on 11 May 2011.

    What is the proposal being considered?
    The JIG report includes recommendations that:

    a) Single Character IDN TLDs should be acceptable under the IDN ccTLD Fast Track Process and as part of the recommendations for overall policy in IDN ccPDP, taking into account the findings from the report;

    b) The GNSO policy recommendation in the Final Report for the Introduction of New Generic Top-Level Domains for Single Character IDN TLDs should be implemented; and

    c) Requested Single Character IDN TLD strings should be analyzed on a case-by-case basis in the new gTLD process depending on the script and language. Single Character IDN TLDs should be acceptable, but must not be confusingly similar to single or two character ASCII TLDs. For alphabetic script Single Character IDN TLDs, other technical aspects of confusability may be taken into consideration, such as the likelihood of user slip with relevance to keyboard layouts.

    Implementing the report's recommendations would result in changes to the approved versions of the gTLD Applicant Guidebook and the IDN ccTLD Fast Track Implementation Plan.

    Which stakeholders or others were consulted?
    The JIG consists of representatives from the ccNSO and GNSO communities. The report has also been posted for public comment from all stakeholders.

    Since receipt of the report, i nformal discussions have taken place with some SSAC and Board Variant Working Group members regarding technical aspects of the proposal.

    What concerns or issues were raised by the community?

    Issues raised by the community during the public consultation process include:

    • Timing of the potential introduction of single-character IDN TLDs in relation to resolution of IDN variant management issues.
    • Suggestion of an IDN Evaluation Panel to review applications for Single Character or Two Character IDN TLDs.
    • Procedures in the event that single characters represent geographic names or other interests.
    • Potential for user confusion.
    • Potential usability issues with single-character IDN TLDs.
    • The distinction between gTLDs / ccTLDs.

    What significant materials did the Board review?
    The Board reviewed the JIG's report.

    What factors the Board found to be significant?
    The Board will consider technical issues, public policy issues, and user experience. Accordingly, input is being sought from the various Advisory Committees.

    With regard to the New gTLD Program, issues raised in the JIG report that could be addressed in the consultations are: (1) identifying a suitable process for consultation (including with relevant language communities) when considering new, single-character IDN gTLD strings; and (2) whether there would be a different policy conclusion if it were specified that only ideographical scripts are acceptable for Single Character IDN TLDs.

    With regard to IDN ccTLDs, the policy development processes concerning IDN ccTLDs could be informed by additional exploration of these issues. The IDN ccTLD Fast Track was designed to enable the introduction of a limited number of non-contentious IDN ccTLDs to meet near-term demand while the overall policy is being developed, using methods that do not pre-empt the outcomes of the IDN ccPDP. Accordingly, delegation of one-character TLDs is not currently being considered for the Fast Track.

    Are there positive or negative community impacts?
    The Board is requesting additional advice on the possible impacts before proceeding.

    Are there fiscal impacts or ramifications on ICANN (strategic plan, operating plan, budget); the community; and/or the public?
    The recommended action should not cause any significant variance on pre-planned expenditure.

    Are there any security, stability or resiliency issues relating to the DNS?
    Initial analysis indicates that there are none; however, the matter is being referred to the SSAC for additional consideration.

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