Board Activities and Meetings
A Special Meeting of the ICANN Board of Directors was held on 14 March 2012 at 6:00 pm local time in San Jose, Costa Rica.
Acting Chairman Cherine Chalaby promptly called the meeting to order.
In addition to the Acting Chair the following Directors participated in all or part of the meeting: Rod Beckstrom (President and CEO), Chris Disspain, Bill Graham, Erika Mann, Gonzalo Navarro, Ray Plzak, R. Ramaraj, George Sadowsky, Mike Silber, and Kuo-Wei Wu
The following Board Liaisons participated in all or part of the meeting: Thomas Roessler, TLG Liaison.
Sébastien Bachollet; Bertrand de La Chapelle; Steve Crocker; Heather Dryden, GAC Liaison; Ram Mohan, SSAC Liaison; Thomas Narten, IETF Liaison; Bruce Tonkin; Judith Vazquez; and Suzanne Woolf, RSSAC Liaison sent apologies. At the time of the meeting, many of these Directors or Liaisons were identified as having a potential conflict of interest as it relates to the New gTLD Program, and voluntarily excused themselves from the meeting.
The General Counsel and Secretary noted that because the Chair adjourned the meeting of the full Board, the Board would have to approve a waiver of notice to affirm the actions undertaken at the meeting that is about to occur.
Approval of New gTLD Service Providers
Ray Plzak moved and Erika Mann seconded the following resolution:
Whereas, on 25 September 2010, the Board approved the New gTLD Application Processing budget <http://www.icann.org/en/minutes/resolutions-25sep10-en.htm#1>.
Whereas, on 20 June 2011, the Board authorized the President and CEO to implement the new gTLD Program and approved the expenditures related to the New gTLD Program as detailed in section 7 of the Draft FY12 Operating Plan and Budget <http://www.icann.org/en/minutes/resolutions-20jun11-en.htm>.
Whereas, on 9 August 2011, the Board formally adopted the FY12 Operating Plan and Budget, which included the details of anticipated expenditures related to the New gTLD Program in section 7 <http://www.icann.org/en/financials/adopted-opplan-budget-fy12-09sep11-en.pdf> [PDF, 1.53 MB].
Whereas, to date ICANN has approved the entities to serve as gTLD Service Providers to process all of the new gTLD Applications and is still working out specific contractual obligations with those entities.
Whereas, one or more gTLD Service Providers could provide millions of dollars worth of application processing services in any given billing cycle and ICANN must be prepared to timely pay for those services.
Resolved (2012.03.14.02), the CEO or his designee is authorized to enter all contracts or statements of work with, and make all disbursements to, all gTLD Service Providers so long as the contract and disbursement amounts are contemplated in the approved budget for such expenditures.
Eleven Board members voted in favor of Resolution 2012.03.14.02. Sébastien Bachollet, Bertrand de La Chapelle; Steve Crocker, Bruce Tonkin, and Judith Vazquez were unavailable to vote, as they exited the meeting due to a potential conflict of interest. The resolution carried.
Rationale for Resolution 2012.03.14.02
ICANN's Disbursement Policy limits ICANN officers from contracting for or disbursing more than US $500,000.00 per obligation. ICANN is therefore adhering to its policy in seeking the Board's approval to enter into these contractual obligations that exceed the $500,000 per obligation item. With the finite number of approved new gTLD service providers ("Service Providers") and the potential level of application processing expenses that ICANN might incur with any one or more of the Service Providers, the contracting and disbursement limits of the Disbursement Policy could be exceeded every billing cycle during the new gTLD evaluation phase.
Accordingly, to ensure that timely obligations are made and satisfied with the Service Providers, it is appropriate to take this action now and have the Board's approval to undertake these contractual obligations. The CEO is being authorized to enter into all required contracts and make all required disbursements, with the Service Providers, subject to budgetary limits and based on the budget model that the Board approved on 9 August 2011, which included details of anticipated expenditures related to the New gTLD Program <http://www.icann.org/en/financials/adopted-opplan-budget-fy12-09sep11-en.pdf> [PDF, 1.53 MB].
The Board's approval of entering into these contractual obligations will have a positive impact on the community because it will allow ICANN to timely contract with and pay the gTLD Service Providers that are evaluating the new gTLD applications. There are fiscal impacts on ICANN but all of those impacts have been anticipated in the approved FY 2012 and draft FY 2013 budgets. There will not be any security, stability or resiliency issues relating to the domain names system.