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Minutes | Organizational Meeting of the ICANN Board | 22 October 2015

An Organizational Meeting of the ICANN Board of Directors was held in Dublin, Ireland on 22 October 2015 at 18:53 local time.

Steve Crocker, Chair, promptly called the meeting to order.

In addition to the Chair, the following Directors participated in all or part of the meeting: Rinalia Abdul Rahim, Cherine Chalaby, Fadi Chehadé (President and CEO), Ron da Silva, Chris Disspain, Asha Hemrajani, Rafael Lito Ibarra, Markus Kummer, Bruno Lanvin, Erika Mann, George Sadowsky, Mike Silber, Bruce Tonkin (Vice Chair), Lousewies van der Laan, and Kuo-Wei Wu.

The following Board Liaisons participated in all or part of the meeting: Ram Mohan (SSAC Liaison), Thomas Schneider (GAC Liaison), and Jonne Soininen (IETF Liaison).

The following Board Liaisons sent their apologies: Suzanne Woolf (RSSAC Liaison).

Secretary: John Jeffrey (General Counsel and Secretary).

  1. Main Agenda
    1. Election of ICANN Board Chair
    2. Election of ICANN Board Vice Chair
    3. Appointment of Membership of Board Committees
    4. Board-GAC Recommendation Implementation Working Group
    5. Confirmation of Officers of ICANN

 

  1. Main Agenda

    Steve Crocker introduced the initial meeting of the new Board and asked for Bruce Tonkin to assume leadership of the meeting for the first item.

    1. Election of ICANN Board Chair

      Bruce Tonkin moved and Lousewies van der Laan seconded the proposed resolution. Bruce called for a vote, and the Board took the following action:

      Resolved (2015.10.22.23), Steve Crocker is elected as Chairman of the Board.

      All members of the Board approved of Resolution 2015.10.22.23 by acclamation. The Resolution carried.

    2. Election of ICANN Board Vice Chair

      The Chair resumed leadership of the meeting. The Chair introduced the agenda item regarding the selection of Cherine Chalaby as Vice Chair. Chris Disspain, as the Chair of the Board Governance Committee, commended Cherine to the Board as Vice Chair.

      Chris moved and Bruce Tonkin seconded the proposed resolution. The Chair called for a vote, and the Board took the following action:

      Resolved (2015.10.22.24), Cherine Chalaby is elected as Vice-Chairman of the Board.

      All members of the Board approved of Resolution 2015.10.22.24 by acclamation. The Resolution carried.

    3. Appointment of Membership of Board Committees

      Chris Disspain moved and the Chair seconded the proposed resolution.

      Chris, as the Chair of the Board Governance Committee, listed the new membership of the Audit Committee, the Compensation Committee, the Executive Committee, the Finance Committee, the Governance Committee, the Risk Committee, and the Organizational Effectiveness Committee.

      The Chair called for a vote, and the Board took the following action:

      Resolved (2015.10.22.25), membership of the following Board Committees is established as follows:

      Audit

      Erika Mann (Chair)
      Steve Crocker
      Asha Hemrajani
      Bruno Lanvin
      Mike Silber

      Compensation

      George Sadowsky (Chair)
      Steve Crocker
      Chris Disspain
      Erika Mann
      Ram Mohan (Liaison)
      Bruce Tonkin

      Executive

      Steve Crocker (Chair)
      Cherine Chalaby
      Fadi Chehadé
      Chris Disspain
      Bruce Tonkin

      Finance

      Cherine Chalaby (Co-Chair)
      Asha Hemrajani (Co-Chair)
      Ron da Silva
      Chris Disspain
      Markus Kummer
      George Sadowsky

      Governance

      Chris Disspain (Chair)
      Rinalia Abdul Rahim
      Cherine Chalaby
      Erika Mann
      Mike Silber
      Bruce Tonkin
      Suzanne Woolf (Liaison)

      Risk

      Ram Mohan (Liaison) (Co-Chair)
      Mike Silber (Co-Chair)
      Rafael "Lito" Ibarra
      George Sadowsky
      Jonne Soininen (Liaison)
      Suzanne Woolf (Liaison)
      Kuo-Wei Wu

      Organizational Effectiveness

      Rinalia Abdul Rahim (Chair)
      Markus Kummer
      Bruno Lanvin
      Lousewies van der Laan
      Kuo-Wei Wu

      All members of the Board approved of Resolution 2015.10.22.25 by acclamation. The Resolution carried.

    4. Board-GAC Recommendation Implementation Working Group

      Chris Disspain moved and George Sadowsky seconded the proposed resolution.

      The Chair introduced the agenda item. The Chair noted that the Board-GAC Recommendation Implementation Working Group is a continuing process, and that this resolution represents an adjustment in the membership of that working group.

      The Chair called for a vote and the Board took the following action:

      Resolved (2015.10.22.26), membership of the Board-GAC Recommendation Implementation Working Group is established as follows:

      Markus Kummer (Co-Chair)
      Chris Disspain
      Erika Mann
      Ram Mohan (Liaison)
      Mike Silber
      Lousewies van der Laan

      All members of the Board approved of Resolution 2015.10.22.26 by acclamation. The Resolution carried.

    5. Confirmation of Officers of ICANN

      Rinalia Abdul Rahim moved and Rafael Lito Ibarra seconded the proposed resolutions.

      The Chair introduced the agenda item. The Chair indicated that this resolution relates to corporate business, namely these persons have, as specified in the Bylaws, a delegated signatory authority for expenses or obligations in various ranges. The Chair then listed the ICANN officers for confirmation.

      The Chair called for a vote, and the Board took the following action:

      Resolved (2015.10.22.27), Fadi Chehadé is elected as President and Chief Executive Officer.

      Resolved (2015.10.22.28), John Jeffrey is elected as General Counsel and Secretary.

      Resolved (2015.10.22.29), Xavier Calvez is elected as Chief Financial Officer.

      Resolved (2015.10.22.30), Akram Atallah is elected as President, Global Domains Division.

      Resolved (2015.10.22.31), Susanna Bennett is elected as Chief Operating Officer.

      Resolved (2015.10.22.32), David Olive is elected as Senior Vice President, Policy Development Support & General Manager, ICANN Regional Headquarters – Istanbul

      Resolved (2015.10.22.33), Ashwin Rangan is elected as Chief Innovation and Information Officer.

      All members of the Board approved of Resolutions 2015.10.22.27, 2015.10.22.28, 2015.10.22.29, 2015.10.22.30, 2015.10.22.31, 2015.10.22.32, and 2015.10.22.33 by acclamation. The Resolutions carried.

    The Chair called the meeting to a close.

Published on 4 February 2016