Minutes | Organizational Meeting of the ICANN Board 25 October 2018

An Organizational Meeting of the ICANN Board of Directors was held in Barcelona, Spain on 25 October 2018 at 09:30 local time.

Cherine Chalaby, Chair, promptly called the meeting to order.

In addition to the Chair, the following Directors participated in all or part of the meeting: Maarten Botterman, Becky Burr, Ron da Silva, Chris Disspain (Vice Chair), Sarah Deutsch, Avri Doria, Rafael Lito Ibarra, Danko Jevtovic, Khaled Koubaa, Akinori Maemura, Göran Marby (President and CEO), Nigel Roberts, Léon Sanchez, Matthew Shears, and Tripti Sinha.

The following Board Liaisons participated in all or part of the meeting: Harald Alvestrand (IETF Liaison), Manal Ismail (GAC Liaison), Merike Kaeo (SSAC Liaison), and Kaveh Ranjbar (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 and Leadership of Board Committees
    4. Confirmation of Officers of ICANN
    5. Annual Meeting of the Member
    6. Election of PTI President
    7. Election of PTI Board Member

 

  1. Main Agenda

    Cherine Chalaby introduced the initial meeting of the new Board and asked for Chris Disspain to assume leadership of the meeting for the first item.

    1. Election of ICANN Board Chair

      Chris Disspain introduced the agenda item to elect Cherine Chalaby as the Chair of the ICANN Board. Maarten Botterman moved, and Becky Burr seconded the proposed resolution. The Board then took the following action:

      Resolved (2018.10.25.29), Cherine Chalaby is elected as Chair of the Board.

      All members of the Board approved of Resolution 2018.10.25.29 by acclamation. The Resolution carried.

    2. Election of ICANN Board Vice Chair

      The Chair, Cherine Chalaby, introduced the agenda item to elect Chris Disspain as the Vice Chair of the ICANN Board. Cherine noted his good working relationship with Chris in the position of Vice Chair and indicated that Chris would provide the right level of leadership for the Board. The Board then took the following action:

      Resolved (2018.10.25.30), Chris Disspain is elected as Vice-Chair of the Board.

      All members of the Board approved of Resolution 2018.10.25.30 by acclamation. The Resolution carried.

    3. Appointment of Membership and Leadership of Board Committees

      Becky Burr introduced the agenda item and read the proposed slate of members to serve on various Board Committees. She thanked Board members for their work in helping to create the slate of Board Committee members.

      Ron da Silva moved, and Avri Doria seconded the proposed resolution. The Board then took the following action:

      Resolved (2018.10.25.31), membership and leadership of the following Board Committees is established as follows:

      Accountability Mechanisms
      Chris Disspain (Chair)
      Becky Burr
      Sarah Deutsch
      Nigel Roberts
      Léon Sanchez

      Audit
      Sarah Deutsch (Chair)
      Avri Doria
      Chris Disspain
      Akinori Maemura
      Nigel Roberts

      Compensation
      Cherine Chalaby (Chair)
      Maarten Botterman
      Becky Burr
      Ron da Silva
      Chris Disspain

      Executive
      Cherine Chalaby (Chair)
      Becky Burr
      Chris Disspain
      Göran Marby

      Finance
      Ron da Silva (Chair)
      Maarten Botterman
      Danko Jevtovic
      Khaled Koubaa
      Tripti Sinha

      Governance
      Becky Burr (Chair)
      Maarten Botterman
      Ron da Silva
      Khaled Koubaa
      Matthew Shears

      Organizational Effectiveness
      Khaled Koubaa (Chair)
      Avri Doria
      Lito Ibarra
      Danko Jevtovic
      León Sanchez

      Risk
      Lito Ibarra (Chair)
      Harald Alvestrand
      Merike Kaeo
      Akinori Maemura
      Kaveh Ranjbar
      Matthew Shears
      Tripti Sinha

      Technical
      Akinori Maemura (Chair)
      Harald Alvestrand
      Avri Doria
      Lito Ibarra
      Merike Kaeo
      Tripti Sinha
      Kaveh Ranjbar

      All members of the Board present voted in favor of Resolution 2018.10.25.31. The Resolution carried.

      Rationale for Resolution 2018.10.25.31

      Article 7, Section 7.2 and Article 14 of the ICANN Bylaws call for the Board to appoint the Board Chair, Board Vice Chair, and establish membership and leadership of each Board Committee, including filling any vacancies which may occur in these positions during the year.

      The appointment of the Board leadership and Board Committee membership and leadership is consistent with ICANN's Mission and is in the public interest as it is important to ensure that the Board and its Committees have the properly skilled expertise to carry forth ICANN's Mission, Commitments and Core Values.

      This decision will have no direct fiscal impact on the organization and 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.

    4. Confirmation of Officers of ICANN

      Cherine Chalaby, Board Chair, introduced the agenda item. Cherine read the proposed slate of Officers of ICANN.

      Chris Disspain moved, and Khaled Koubaa seconded the proposed resolution. The Board then took the following action:

      Resolved (2018.10.25.32), Göran Marby is elected as President and Chief Executive Officer.

      Resolved (2018.10.25.33), John Jeffrey is elected as General Counsel and Secretary.

      Resolved (2018.10.25.34), Xavier Calvez is elected as Chief Financial Officer.

      Resolved (2018.10.25.35), Susanna Bennett is elected as Chief Operating Officer.

      Resolved (2018.10.25.36), David Olive is elected as Senior Vice President, Policy Development Support.

      Resolved (2018.10.25.37), Ashwin Rangan is elected as Senior Vice President, Engineering & Chief Information Officer.

      All members of the Board present voted in favor of Resolutions 2018.10.25.32, 2018.10.25.33, 2018.10.25.34, 2018.10.25.35, 2018.10.25.36, and 2018.10.25.37. The Resolutions carried.

      PTI Member Meeting

    5. Annual Meeting of the Member

      Göran Marby, President and CEO, introduced the agenda item.

      Ron da Silva moved, and Nigel Roberts seconded the proposed resolution. The Board then took the following action:

      Resolved (2018.10.25.38), the ICANN Board confirms that this meeting is the Annual Meeting of the Member of Public Technical Identifiers ("PTI").

      All members of the Board present voted in favor of Resolution 2018.10.25.38. The Resolution carried.

    6. Election of PTI President

      Göran Marby, President and CEO, introduced the agenda item to elect Kim Davies as the President of PTI.

      Chris Disspain moved, and Maarten Botterman seconded the proposed resolution. The Board then took the following action:

      Whereas, pursuant to Section 7.2 of the PTI Bylaws, ICANN as the sole member is required to annually elect a President of PTI.

      Resolved (2018.10.25.39), the ICANN Board, in its role as sole member of PTI, hereby re-elects Kim Davies as the President of PTI.

      All members of the Board present voted in favor of Resolution 2018.10.25.39. The Resolution carried.

    7. Election of PTI Board Member

      Göran Marby, President and CEO, introduced the agenda item and congratulated Trang Nguyen on her appointment to the PTI Board of Directors. Khaled Koubaa commended the work of PTI as reflected in the reports submitted by the Customer Standing Committee.

      Lito Ibarra moved, and Avri Doria seconded the proposed resolution. The Board then took the following action:

      Whereas, ICANN, in its role as sole member of PTI, has the obligation to appoint all members of the PTI Board in accordance with Article 5 of the PTI Bylaws.

      Whereas, there is a vacancy in Seat 3 of the PTI Board, previously held by Akram Atallah. The ICANN Board, as the sole member of PTI, is authorized to elect a Director to fill this vacancy under Section 5.6.5 of the PTI Bylaws.

      Whereas, ICANN organization recommends that Trang Nguyen, ICANN's Vice President, GDD Strategic Programs, serve to in Seat 3 of the PTI Board to fill the vacancy and complete the term ending at the end of the annual meeting of the member in 2019.

      Whereas, there are no other changes to the composition of the PTI Board.

      Resolved (2018.10.25.40), ICANN, in its role as sole member of PTI, elects Trang Nguyen to fill the vacancy in Seat 3 of the PTI Board, with a term ending at the end of the annual meeting of the member in 2019.

      All members of the Board present voted in favor of Resolution 2018.10.25.40. The Resolution carried.

      Rationale for Resolution 2018.10.25.40

      The resolutions taken here today fulfill ICANN's responsibility, as the sole member of PTI, to annually elect the President of PTI and appoint Directors to the Board. The regular election of a PTI President and appointment of a Director to fill a vacancy on the PTI Board will allow the PTI Board to continue its work.

      The appointment of the PTI President and Board director are taken fully in line with the obligations as set forth in the PTI Bylaws, and respectful of the community's recommendations of the proposed composition of the Board.

      These actions confirm ICANN's continued commitment to its Bylaws as adopted on 1 October 2016 and ICANN's obligations surrounding the performance of the IANA Functions that are contracted to PTI. This also directly serves ICANN's mission to ensure the stable and secure operations of the Internet's unique identifiers, and serves the public interest in the continued stable performance of the IANA functions.

      None of the actions taken today are anticipated to have any impact on the security, stability or resiliency of the DNS, though PTI is essential to ICANN's security, stability and resiliency work. There are resource implications in supporting PTI, which are reflected in the PTI, IANA and ICANN Budgets.

      The appointment of the PTI President and the appointment of the PTI Board are Organizational Administrative Functions for which public comments were not necessary.

    The Chair called the meeting to a close.

Published on 28 January 2019