Minutes | Board Organizational Effectiveness Committee (OEC) Meeting 14 April 2022

OEC Attendees: Avri Doria – Chair, Alan Barrett, Akinori Maemura, Patricio Poblete, Katrina Sataki and Matthew Shears

Other Board Member Attendees: Danko Jevtovic and Manal Ismail

Executive and Staff Attendees: Michelle Bright (Board Content Coordination Director), Xavier Calvez (SVP, Planning and Chief Financial Officer), Franco Carrasco (Board Operations Specialist), Evin Erdogdu (Project Manager, Review Support & Accountability), Samantha Eisner (Deputy General Counsel), Negar Farzinnia (Director, Implementation Operations), Wendy Profit (Board Operations Senior Manager), Laena Rahim (Regional Counsel, APAC), Giovanni Seppia (VP, Implementation Operations), Lisa Saulino (Board Operations Specialist), Pamela Smith (Senior Coordinator, Review Support & Accountability) and Theresa Swinehart (SVP, Global Domains and Strategy)

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

The Meeting was called to order at 14:00 UTC.

  1. Agenda – The Chair established the agenda for the meeting and gave an overview of items to be discussed.
  2. Review of Open Action Items and Watched Action Items – The OEC noted that some of the "Open Action Items" will be discussed at the current meeting, there are several action items which will be followed up in time for the next OEC meeting, and there are also other action items which will require more time to complete.

    Pursuant to the OEC's review of the "Open Action Items", ICANN organization (ICANN org) will make the relevant updates to the "Open Action Items" list, (e.g., the status for "Proposal for Planning and Prioritization Framework pilot for OEC/BPCR consideration when available" will be changed from "In Progress" to "Completed").

  3. Update on the Standard Bylaw Amendments to Article 10 and Annex B Concerning the Country Code Names Supporting Organization (ccNSO) – ICANN org updated the OEC on the status of the ccNSO-related Bylaw amendments. The ccNSO has identified a series of standard amendments to Article 10 and Annex B of the Bylaws, which support the improvements arising out of the ccNSO2 Review, allow IDN ccTLDs to join the ccNSO, and bring clarity to issue of voting in countries and territories where ASCII and IDN ccTLDs are managed by different entities. In October 2021, pursuant to the Standard Bylaws amendment process at Section 25.1 of the ICANN Bylaws, the Board approved the posting of these proposed Bylaws amendment for public comment. Public comment submissions were supportive of the proposed amendments and did not raise any concerns requiring further proposed changes.

    Responding to a query from the OEC on the intent of the proposed changes to Article 10.4 of the ICANN Bylaws, ICANN org clarified that the proposed changes were made in consultation with the ccNSO Council, and such modification will allow IDN ccTLDs to be accepted as members of the ccNSO.

    The OEC reviewed all the relevant documents pertaining to the proposed standard amendments to Article 10 and Annex B of the ICANN Bylaws. The OEC discussed and agreed to recommend that the Board approves the amendments to the Bylaws Article 10 and Annex B as posted for public comment.

    • Action Item:

      • The OEC to forward its recommendation to the Board for its consideration.
  4. Update on the Bylaw Changes in relation to the IANA Naming Function Review (IFR) recommendations – At the previous OEC meeting on 16 February 2022, ICANN org presented an update to the OEC regarding the status of the proposed revisions to Article 18 of the Bylaws, in relation to the IFR recommendations, as well as the proposed changes to Article 19 of the ICANN Bylaws.

    The Final Report from the first IFR was submitted to the Board for consideration in April 2021, and on 12 May 2021 the Board accepted the recommendations. Recommendation 3 of the Final Report recommended changes to the Bylaws to remove a duplication within Article 18, Section 12.a. Separately, in 2019 the Registries Stakeholder Group (RySG) requested an update to the IFR composition requirements to ease the geographic diversity requirements. Additionally, ICANN org identified some areas within the IFR-related Bylaws in Article 18 of the ICANN Bylaws that could benefit from clarification for future IFR processes. In addition, Article 19 of the ICANN Bylaws includes companion provisions on the composition of a Separation Cross-Community Working Group, which presents the same composition challenges as identified with Article 18.

    As the entirety of Articles 18 and 19 of the ICANN Bylaws is subject to the Fundamental Bylaws Amendment Process, all pending changes to Articles 18 and 19 are proposed together for initiation of the Fundamental Bylaws Process under Article 25, Section 25.2, starting with the posting of the proposed revisions for public comment.

    After the comment period ends, the Board will consider the substance of the proposed changes along with the public comments received. If the Board approves the proposed amendments, the Empowered Community will then have an opportunity to evaluate them for approval. The proposed amendments to Article 18 and 19 will only go into effect if supported by the Empowered Community.

    To address the concerns raised by the OEC at its previous meeting, ICANN org presented a revised draft Board Paper seeking the OEC's recommendation to the Board to initiate the Fundamental Bylaws Amendment Process for the proposed revisions. For purposes of clarity in the Board Paper, ICANN org incorporated a table which identifies the purpose for each amendment (inserted in the rationale section of the Board Paper).

    In relation to some of the proposed Bylaw revisions (e.g., Article 18.6 of the Bylaws), the OEC suggested that the newly incorporated table should be further refined to include more detailed rationales to explain the basis and intent of the proposed amendments. In addition, ICANN org will also prepare an in-depth accompanying memo for purposes of the public comment to provide additional rationale and clarification for the specific changes.

    Responding to a question from Danko Jevtovic (Observer) on whether the IFR Team faced significant challenges to interpret the ICANN Bylaws while conducting the IFR, ICANN org clarified that the proposed ICANN Bylaw changes were not highlighted during the course of the IFR; they are mostly related to procedural changes which came to light after the conclusion of the IFR.

    Upon a review and discussion of the draft Board Paper, the OEC members expressed their support and agreement to recommend to the Board to initiate the Fundamental Bylaws Amendment Process to move forward with the ICANN Bylaws amendment to Article 18 as recommended within the Final Report of the IFR, as well as additional proposed amendments to clarify the IFR processes and respond to the RySG request and the corresponding clauses within Articles 18 and 19 (subject to the relevant suggestions from the OEC being incorporated in the Board Paper).

    • Action Items:

      • ICANN org to finalize the Board Paper, incorporating the relevant suggestions from the OEC.
      • The OEC to forward its recommendation to the Board for its consideration.
      • ICANN org to update the public comment document to include an in-depth accompanying memo to provide additional rationale and clarification for specific changes.
  5. Update on the Second Review of the Security, Stability and Resiliency of the DNS (SSR2) Recommendation Implementation and Proposed Board Action – ICANN org presented an update regarding the next steps with respect to approved and pending recommendations:

    Next steps on Approved Recommendations:

    • 11 are currently going through the pilot of the prioritization process; and
    • 2 are fully implemented.

    Next steps on Pending Recommendations:

    • 3 are ready for Board action: The relevant materials have been circulated to the SSR2 Board Caucus Group, the OEC and the full Board. Targeted date for Board action is April/May 2022;
    • 8 are in ICANN org analysis for possible Board action: Clarifying questions were sent to the SSR2 implementation shepherds on 17 February 2022 and their response was received on 16 March 2022.
    • 7 are DNS-abuse related and will be addressed in a collective manner along with CCT pending recommendations and other DNS abuse related work; and
    • 4 are in queue for ICANN org to address Board's requests: These recommendations do not need clarification from the SSR2 implementation shepherds, nor are they DNS abuse related.

    ICANN org presented the draft Board Paper for the OEC to recommend to the Board to take action on the three pending recommendations, as documented in the "Scorecard – SSR2 Pending Recommendations – Board Action" document. Upon being briefed by ICANN org, the OEC suggested that the "Resolved" section be amended to clarify the recommendations which are being approved and rejected.

    Upon a review and discussion of the draft Board Paper, the OEC members agreed to recommend to the Board to take action on Recommendations 5.4, 19.1 and 19.2 issued within the SSR2 Review Team Final Report, incorporating the relevant suggestions from the OEC.

    • Action Items:

      • ICANN org to finalize the Board Paper, incorporating the relevant suggestions from the OEC.
      • The OEC to forward its recommendation to the Board for its consideration.
  6. Follow-Up Discussion: Holistic Review – The OEC continued its discussion on the Holistic Review as recommended by the third Accountability and Transparency Review Team (ATRT3).

    ICANN org updated the OEC on the following:

    • The Pilot Holistic Review Terms of Reference (ToR) Team (comprising members from the OEC and former members of the ATRT3) has held several meetings in March 2022.
    • The Pilot Holistic Review ToR Team will meet regularly over the coming months with the objective to deliver the final ToR draft by ICANN74.
    • The final draft will be posted for public comment and shared with the SO/ACs for their evaluation.
    • A wiki space has been created to make the team's work accessible to the community.
    • A blog post on the launching of the Pilot Holistic Review will be posted on the ICANN website shortly.

    The Chair noted that, given that there is a broad community interest on the Holistic Review, as the Pilot Holistic Review ToR Team work on the drafting of the ToR, it would be prudent for the OEC to start considering: (1) the post-review process (e.g., to consider whether to follow a "working group" process, or whether the OEC will decide on the next steps upon the conclusion of the public comment period, or whether the OEC consult the Pilot Holistic Review ToR team to address the comments received); and (2) whether the Holistic Review ToR Team has the ability to amend its own ToR.

    The OEC commented that it would be sensible to consider providing public clarification on the ToR development process and to determine whether the community will have an opportunity to provide input on the final ToR.

    The Chair expressed her appreciation to the OEC members for their support and participation in the Pilot Holistic Review ToR Team.

    The OEC will continue its discussion on this topic at its future meetings, and ICANN org will keep the OEC abreast of further developments.

  7. Discussion on recommendation to rebalance the Nominating Committee (NomCom), in light of the Nominating Committee Review Implementation Working Group (NomCom RIWG) withdrawing its proposed implementation of Recommendation 10 due to a lack of community support – The objective of this agenda item was for the OEC to continue its discussion on how to formally conclude work on this recommendation.

    In relation to Recommendation 10 (Rebalancing of the NomCom), the NomCom RIWG has withdrawn this proposal as significantly more time needs to be devoted to this issue at a broader community level to address the representational issues raised by this Recommendation.

    Since Recommendation 10 was issued in 2019, there have been some significant developments in the ICANN framework e.g., the Holistic Review Pilot and Continuous Improvement Program, resulting from the Board-approved ATRT3 recommendations. Recommendation 10 is also reflective of broader community dynamics of how structures are evolving, and how the multistakeholder model should evolve to improve effectiveness.

    The Chair urged the OEC to consider potential approaches to move this discussion forward with the community. The OEC also noted that it anticipates that work to rebalance or restructure parts of the community to be made as part of the first Holistic Review or as part of the Continuous Improvement Program of the ATRT3 recommendations.

    The OEC will continue its discussion on this topic at its future meetings.

    The Chair called the meeting to a close.

Published on 30 May 2022