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Minutes | Special Meeting of the ICANN Board | 27 July 2023

A Special Meeting of the ICANN Board of Directors was held in telephonically on 27 July 2023, at 19:00 local time.

Tripti Sinha, Chair, promptly called the meeting to order.

In addition to the Chair, the following Directors participated in all or part of the meeting: Alan Barrett, Maarten Botterman, Becky Burr, Chris Chapman, Sally Costerton (Sr. Advisor to President and SVP, Global Stakeholder Engagement & Interim President and CEO), Sarah Deutsch, Avri Doria, Danko Jevtović (Vice Chair), Patricio Poblete, Katrina Sataki, and Matthew Shears.

The following Directors sent their apologies: Edmon Chung, Christian Kaufmann, Sajid Rahman, and León Sánchez.

The following Board Liaisons participated in all or part of the meeting: Nico Caballero (GAC Liaison) and James Galvin (SSAC Liaison).

The following Liaisons sent their apologies: Harald Alvestrand (IETF Liaison) and Wes Hardaker (RSSAC Liaison).

Secretary: John Jeffrey (General Counsel and Secretary).

The following ICANN org Executives and Staff participated in all or part of the meeting: Xavier Calvez (SVP, Planning and Chief Financial Officer), Andrew Chen (Research Specialist), Sally Newell Cohen (SVP, Global Communications and Language Services), Samantha Eisner (Deputy General Counsel), Jared Erwin (Director, Policy Research and Stakeholder Programs), Daniel Halloran (Chief Data Protection Officer and Deputy General Counsel), Jamie Hedlund (SVP, Contractual Compliance and U.S. Government Engagement), Aaron Jimenez (Senior Board Operations Specialist), Vinciane Koenigsfeld (VP, Board Operations), Elizabeth Le (Associate General Counsel), Karen Lentz (VP, Policy Research and Stakeholder Programs), Samantha Mancia (Project Coordinator), Veni Markovski (VP, UN Engagement – New York), Bob Ochieng (New gTLD Subsequent Procedures Sr. Director), Krista Papac (Complaints Officer), Wendy Profit (Board Operations Senior Manager), Erika Randall (Associate General Counsel), Amy Stathos (Deputy General Counsel), Theresa Swinehart (SVP, Global Domains and Strategy), and Gina Villavicencio (SVP, Global Human Resources).

1. Main Agenda

The Chair called the meeting to order and noted the addition of item 1.b to the agenda.

a. Revisiting Board Action on CCWG-Recommendation 7

No resolution taken. The Board discussed a proposed resolution to revisit its 12 June 2022 decision on Recommendation 7 of the Cross-Community Working Group on New gTLD Auction Proceeds.  The Board noted that further discussion is required and agreed to continue consideration of the matter to the next Board meeting.

b. New gTLD Program: Next Round Implementation Plan

Avri Doria introduced the agenda item. John Jeffrey, the General Counsel and Secretary, read the proposed resolution into the record. The Board noted that the resolution should include a request that ICANN organization provide periodic updates to the Board on progress to resolve the dependencies and general progress on program implementation, and the resolution was updated to reflect the Board's discussion.

Following discussion, Avri moved and Becky Burr seconded. The Chair called for a vote and the Board took the following action:

Whereas, on 16 March 2023, the ICANN Board requested that ICANN organization deliver an implementation plan for opening the next round of the New generic top-level domain (gTLD) Program no later than 1 August 2023.

Whereas, the ICANN Board stated that the implementation plan required the satisfactory completion of four deliverables by the last day of the ICANN77 Public Meeting (15 June 2023).

Whereas, the four requested deliverables were delivered to the Board by the last day of the ICANN77 Public Meeting (15 June 2023).

Whereas, the Board authorized the ICANN Interim President and CEO, or her designee(s), to spend up to US$9 million from the remaining funds of the 2012 new gTLD round, to fund the implementation work through 31 October 2023.

Whereas, the Board directed the ICANN Interim President and CEO, or her designee(s), to prepare any request for implementation funding beyond 31 October 2023 to be submitted to the Board Finance Committee (BFC) in a timely manner, so that the committee can make a recommendation to the Board for its consideration at the ICANN78 Public Meeting.

Whereas, ICANN org delivered a draft of the New gTLD Program: Next Round Implementation Plan and plans to publish the plan on or before 31 July 2023 ("Next Round Implementation Plan").

Whereas, the Next Round Implementation Plan identifies a proposal for an overall timeline for implementation as well as a proposed process for funding requests to implement the New gTLD Program: Next Round.

Whereas, the Next Round Implementation Plan identifies a set of dependencies that are required to execute the deliverables outlined in the Plan.

Whereas, the Next Round Implementation Plan contemplates that the Board will authorize the overall funding of the work in tranches.

Resolved (2023.07.27.01), the Board acknowledges receipt of the Next Round Implementation Plan as requested in its 16 March 2023 resolution.

Resolved (2023.07.27.02), the Board acknowledges the dependencies to the timeline for opening the New gTLD Program: Next Round identified in the Next Round Implementation Plan and directs the ICANN Interim President and CEO, or her designee(s), to provide periodic updates to the Board on progress to resolve the dependencies and general progress on program implementation.

Resolved (2023.07.27.03), the Board acknowledges the Next Round implementation budget included in the Next Round Implementation Plan covers implementation activities necessary to progress the four core work streams through to the opening of the application period in Q2 2026 (with a goal of April 2026).  The Board directs the ICANN Interim President and CEO, or her designee(s), to continue to coordinate with the Board Finance Committee on periodic requests for implementation funding in a timely manner, so that the BFC may make recommendations to the Board for its consideration of approval of tranches of funding as implementation work progresses through identified milestones.

All members of the Board present voted in favor of Resolutions 2023.07.27.01, 2023.07.27.02, and 2023.07.27.03. Edmon Chung, Christian Kaufmann, Sajid Rahman, and León Sánchez were unavailable to vote. The Resolutions carried.

Rationale for Resolutions 2023.07.27.01 – 2023.07.27.03

On 16 March 2023, the Board took action to allow ICANN org to commence work on the implementation phase for the New gTLD Program: Next Round. At that time, the Board directed the ICANN Interim President and CEO, or her designee(s), to deliver an Implementation Plan to the Board no later than 1 August 2023. ICANN org delivered the Implementation Plan as requested, and the action being taken by the Board at this time is to acknowledge receipt of the plan.

The Implementation Plan addresses the requested deliverables from the Board as it includes: a plan for working through the pending policy recommendations; a methodology and plan for working with the Implementation Review Team on the Applicant Guidebook; a plan and timeline for policy work on closed generics; and a project plan for Internationalized Domain Names Expedited Policy Development Process (IDN EPDP) charter questions with an impact on the Applicant Guidebook. As well, the Implementation Plan provides an estimated timeline for opening the application window for the Program.

As part of the Implementation Plan, ICANN org identified certain dependencies for to opening the application period for the next round, and included a proposed budget that covers implementation activities necessary to progress the four core work streams through to the opening of the application period. The Board's action today also directs ICANN org to provide periodic updates to the Board on work to resolve these dependencies as well as direction to continue to coordinate with the Board Finance Committee on periodic requests for implementation funding as the work progresses through noted milestones.

The Board's action today is another step forward on the work needed to plan for and implement the next round of new gTLDs. As documented in the Implementation Plan, this work will require significant resources to develop and construct the essential program infrastructure, including IT systems, operational processes, and applicant procedures required to ensure the successful launch of the program and its continued operability. The successful completion of this work to open the next round will require the collective commitment, considerable resources, and effort from the ICANN Board, the ICANN community, and ICANN org.

This action is within ICANN's Mission and is in the public interest as it helps ensure proper planning and budgeting in implementing the policy developed by the community to allocate new names into the root zone, and ICANN's decisions and actions are guided by the following Core Values: "where feasible and appropriate, depending on market mechanisms to promote and sustain a competitive environment in the DNS market" and "[i]ntroduc[e] and promot[e] competition in the registration of domain names where practicable and beneficial to the public interest as identified through the bottom-up, multistakeholder policy development process."

The Board's action will not impact the security or the stability of the DNS, however part of ICANN's continued commitment in monitoring the impact of the introduction of new gTLDs includes the impact on the security and the stability of the DNS.

This action by the Board fits under its fiduciary duty and oversight role of the organization, and is a step forward in carrying out the Board's previous commitment to opening subsequent procedures for gTLDs; therefore not requiring public consultation.

2. Executive Session

The Board entered into a confidential session. The Board undertook the following actions during its session:

a. Ombudsman FY23 At-Risk Compensation

Whereas, the Compensation Committee recommended that the Board approve payment to the Ombudsman of his FY23 at-risk compensation.

Resolved (2023.07.27.04), the Board hereby approves a payment to the Ombudsman of his FY23 at-risk compensation component.

Resolved (2023.07.27.05), a portion of this action by the Board shall remain confidential as an "action relating to personnel or employment matters", pursuant to Article 3, section 3.5(b) of the ICANN Bylaws.

Rationale for Resolutions 2023.07.27.04 – 2023.07.27.05

Annually the Ombudsman has an opportunity to earn a portion of his compensation based on specific performance goals set by the Board, through the Compensation Committee. This not only provides incentive for the Ombudsman to perform above and beyond his regular duties, but also leads to regular touch points between the Ombudsman and Board members during the year to help ensure that the Ombudsman is achieving his goals and serving the needs of the ICANN community.

Evaluation of the Ombudsman's objectives results from both the Ombudsman self-assessment as well as review by the Compensation Committee, leading to a recommendation to the Board with which the Board agrees.

Evaluating the Ombudsman's annual performance objectives is in furtherance of the goals and mission of ICANN and helps increase the Ombudsman's service to the ICANN community, which is in the public interest.

While there is a fiscal impact from the results of the scoring, that impact was already accounted for in the FY23 Budget. This action will have no impact on the security, stability or resiliency of the domain name system.

This is an Organizational Administrative Function that does not require public comment.

The Chair then called the meeting to a close.

Published on 11 September 2023