Minutes | Board Organizational Effectiveness Committee (OEC) Meeting 27 August 2019

OEC Attendees: Avri Doria – Chair, Danko Jevtovic, Lito Ibarra, León Sanchez, and Matthew Shears

Other Board Member Attendee: Cherine Chalaby

OEC Apologies: Khaled Koubaa

Executive and Staff Attendees: Susanna Bennett, Michelle Bright, Franco Carrasco, Samantha Eisner, Negar Farzinnia, Larisa Gurnick, Lars Hoffmann, Wendy Profit, Laena Rahim, and Theresa Swinehart

The following is a summary of discussions, decisions, and actions identified:

The Meeting was called to order at 16:00 UTC.

  1. Agenda – The Chair established the agenda for the meeting and gave an overview of items to be discussed.

  2. Proposed Bylaws Amendment – ICANN organization provided a brief update on the progress of the proposed Bylaws change in relation to the following:

    • Revisions to the ICANN Bylaws in relation to SSAC and RSSAC Leadership: Both the Security and Stability Advisory Committee (SSAC) and the Root Server System Advisory Committee (RSSAC) are undergoing Organizational Reviews pursuant to ICANN's Bylaws. Both reviews identified the need to update the leadership references contained within the Bylaws. As a result, both the SSAC and RSSAC requested the Board to initiate the Bylaws amendment process. The RSSAC wishes to change its leadership structure (proposed amendment removes the Co-Chair structure in favor of a singular Chair); while the proposed amendment gives the SSAC the ability, should it choose, to impose term limits on its Chair. Bylaws changes are required to effectuate each of these outcomes. Public comment for the proposed standard amendments to Article 12, Section 12.2(b)(ii)(SSAC) and Article 12, Section 12.2(c) (RSSAC) of the Bylaws closed on 26 July 2019.

      ICANN organization received two comments in response to the proposed changes – both the ICANN Business Constituency (BC) and the Non-Commercial Stakeholder Group (NCSG) expressed support for the proposed changes.

      Subject to agreed changes being incorporated into the Board Paper, the OEC approved the recommendation to the Board that it is appropriate for the Board to consider the proposed Bylaws amendments related to the SSAC and RSSAC leadership.

    • IANA Naming Function Review (IFR): In making appointments to the IFR Team, as required under Article 18 of the ICANN Bylaws, the ccNSO Council ran into complications in identifying a non-ccNSO ccTLD representative. The ccNSO Council requested that the ICANN Board initiate the Fundamental Bylaws Amendment process under Section 25.2 of the ICANN Bylaws.

      The public comment for the Fundamental Bylaws Amendment Proposal – IANA Naming Function Review closed on 26 July 2019. Six comments were submitted regarding the proposed change to Bylaws Section 18.7(b), regarding the IFR Team's composition; and none opposed the proposal.

      The Registries Stakeholder Group (RySG), which is also responsible for the appointment of two members to the IFR Team, included in its comment a suggestion for further amendment of the composition requirements so as to relax some of the RySG's obligations as it relates to geographic diversity of its selected members.

      The OEC deliberated and concluded its discussion on this topic. Subject to agreed changes being incorporated into the Board Paper, the OEC approved the recommendation to the Board that it is appropriate for the Board to consider the proposed Bylaws amendments in relation to the composition of the IFR Team. The OEC was also supportive that a dialogue should continue with the RySG and the community in relation to other appropriate Bylaws amendments in relation to IFR Team requirements, including consideration of issues of geographic diversity in light of the diversity recommendations from Work Stream 2 of the Cross-Community Working Group on Enhancing ICANN Accountability.

  3. Discussion on the Timing and Effectiveness of Reviews – ICANN organization provided a briefing to the OEC on the topic paper 'Timing and Effectiveness of Reviews', to gather feedback and input from the OEC prior to the Board Workshop in September 2019. The current round of reviews has demonstrated that the current processes are not sustainable, and there is broad agreement among the community, Board and ICANN organization that the desired state is effective and efficient reviews, manageable workload for volunteers and ICANN organization, with outcomes that align with the Bylaws-mandated purpose of the reviews.

    ICANN organization briefed the OEC on key sections of the paper, including:

    • Background information on the organizational and specific review processes;

    • Overview of issues that could be subject to streamlining reviews: scope, duration and cadence, skills of those conducting reviews, role of the ICANN Board, ICANN organization, and the community, as well as questioning the need to make recommendations rather than for reviews to focus on issuing findings;

    • Roles and responsibilities of the ICANN Board, community and ICANN organization in the streamlining effort; and

    • A high-level timeline.

    The OEC engaged in an in-depth discussion on this topic. Some observations and feedback from the OEC on the paper include:

    • Cherine Chalaby and the OEC provided some suggestions to further refine the paper.

    • The OEC requested that the ICANN organization provide modeling of potential cadence for reviews.

    • The OEC Chair reiterated the importance of balancing the scope, duration, and cycle of reviews, as they are interconnected with one another.

    • The OEC discussed whether some of the challenges can be better addressed through other avenues, e.g., initiating a dialogue with review teams to have a better understanding of the checks and balances that are acceptable before a review team begins its work.

    • Action Items:

      • ICANN organization to update and consolidate the OEC's comments in a document as a "working discussion draft" for purposes of the Board Workshop session in September 2019.

      • The OEC agreed to continue providing feedback/comments on the draft paper, and to finalize its approach on how to discuss the paper during the Board Workshop session in September 2019.

  4. Communications with the Board on Ongoing Reviews – The OEC noted the importance of mapping the linkages between the OEC and the various Board caucus groups on reviews, to avoid any confusion and duplication of roles between the OEC and the Board caucus groups.

    The OEC agreed to continue its discussion on this topic.

    • Action Item:

      • ICANN organization to recirculate the documentation on the Roles and Responsibilities for Specific Reviews, for the OEC's ease of reference.

  5. Review of OEC Action Items – ICANN organization presented the status of Action Items for the OEC and changes in status since the previous OEC meeting.

    The following open action items are pending:

    • ASO Review;

    • Succession Planning – The OEC to communicate with the Board Governance Committee (BGC) to assist with the succession planning aspect, to ensure that it aligns with the BGC's slate of Board leadership; and

    • OEC Support – Setting up a shared google drive for the OEC to enable the OEC to view work plans, activities reports, action items etc. that they need to refer to on a regular basis.

  6. Any Other Business

    • The OEC noted that a time-slot has been reserved on 6 September 2019, for the OEC to meet and discuss the proposed approach for the upcoming ICANN Board Workshop Brainstorming Session on Timing and Streamlining of Reviews.

The Chair called the meeting to a close.

Published on 01 October 2019