Minutes of the Special Meeting of the ICANN Board of Directors 28 August 2008

A Special Meeting of the ICANN Board of Directors was held via teleconference 28 August 2008 @ 1100 UTC. Chairman Peter Dengate Thrush promptly called the meeting to order.

In addition to Chairman Peter Dengate Thrush the following Directors participated in all or part of the meeting: Harald Alvestrand, Raimundo Beca, Susan Crawford, Vice Chairman Roberto Gaetano, Steven Goldstein, Dennis Jennings, Rajasekhar Ramaraj, Rita Rodin, Jean-Jacques Subrenat, Bruce Tonkin, President and CEO Paul Twomey, David Wodelet. The following Board Liaisons participated in all or part of the meeting: Steve Crocker, SSAC Liaison; Janis Karklins, GAC Liaison; Thomas Narten, IETF Liaison; Reinhard Scholl, TLG Liaison; Wendy Seltzer, ALAC Liaison; and Suzanne Woolf, RSSAC Liaison. The following Board Members were not present on the call: Demi Getschko and Njeri Rionge.

Also, the following ICANN Management and Staff participated in all or part of the meeting: John Jeffrey, General Counsel and Secretary; Doug Brent, Chief Operating Officer; Kurt Pritz, Senior Vice President, Business Operations; Kevin Wilson, Chief Financial Operator; Denise Michel, Vice President, Policy; Barbara Roseman, General Operations Manager, IANA; Kim Davies, Manager, Root Zone Services; Rob Hoggarth, Senior Policy Director; Liz Gasster, Senior Policy Counselor, Policy Support; Diane Schroeder, Director, Board Support and Donna Austin, Manager, Governmental Relations.

There was a brief discussion of the Agenda. Jean-Jacques Subrenat suggested that a discussion of principles to guide the selection of venues for future ICANN meetings be added to the agenda , as he had requested by e-mail. The Chair indicated that this could be added to other business if there was sufficient time at the end of the Meeting.

Review Minutes from 31 July / 1 August Special Board Meeting

The Chair moved and Roberto Gaetano seconded the motion to accept the minutes of the 31 July / 1 August 2008 meeting, which have been posted as the Preliminary Report of that meeting. A voice vote was taken of all Board Members present, and the motion was approved by a vote of 13 to 0, with no abstentions.

GNSO Council Restructuring

The Chair asked Denise Michel to provide a five-minute summary of the issues and materials, and then noted that Raimundo Beca and Roberto Gaetano had raised issues relating to the materials, which could then be discussed.

Denise Michel recalled that the Board gave the GNSO Consensus Working Group (referred to within these minutes as the “WG”), 30 days to submit a consensus report to Board. This report was provided to the Board in late July. Based upon its review, and analysis of those materials, Staff recommends the adoption of the majority of the WG report, and suggested that the Board review carefully review the suggested voting structure set out to resolve contentious debate among the various constituencies.

Specifically, Staff recommended that the Board approve a contracted party house with three reps from Registries and three from Registrars and a Nominating Committee appointee. Staff also recommended a non-contracted party house of six representatives from commercial and six reps from non-commercial plus one voting Nominating Committee representative. Also, Staff recommended additional work with the GNSO to create a transition program from 2009 bringing it in line with Council elections at the end of the calendar year. To assure that the ICANN Bylaw principles of openness, representativeness, transparency and fairness are honored, constituencies should be asked to re-certify themselves and show plans for future recruitment and expansion consistent with the recommendation of the BGC’s Working Group on the GNSO Review, to attract educational, research and individual registrants, and other issues. Staff recommended a goal to have a new council be seated by January 2009. Staff recommended adopting the proposed voting thresholds, and suggested that this should be discussed and considered during the ongoing work on the Nominating Committee Review.

Also, Staff recommended deferring proposal regarding ICANN Bylaws changes to the GNSO Council selection of ICANN Board Member Seats 13 and 14. Staff noted that this should be part of the Board Review process in light of concerns raised by General Counsel regarding approach by WG for selection of Board members.

The Chair asked whether the recommendations to the Board had been shared with the GNSO Council or the WG? Denise Michel advised that the Staff has spoken with Council and working group members, and representatives of GNSO constituencies and had extensive discussions about their personal views and the approach, as well as the concerns staff has regarding implementation and transition issues.

The Chair asked if Staff was content that relevant issues had been discussed, enough to permit the Board to take action during the Meeting. Denise Michel confirmed that she believed they had been appropriately informed.

The Chair noted that Raimundo Beca had raised some issues, outside of this meeting, and invited him to make some general comments. Raimundo advised that his proposals are to: (1) adopt the bicameral model and to add a voting threshold for working group charters; (2 ) agree with 6 x 6 for the membership for the user side but for contracted prefer 4 x 4, with room in that for having regional representation, but that either might be acceptable; (3) make no decision today about Nominating Committee appointed representatives, as a result of either increasing the size because this has never been in discussion with feedback from community; (4) make no decision about the GNSO Chair because the GNSO Chair depends on the Nominating Committee appointments issue; (5) make no decision regarding election of Board members, as this should be dealt as part of the ongoing Board review; and, (6) have a transition plan created, which should be worked through with the existing GNSO councilors.

The Chair also noted that Roberto Gaetano had raised some issues, outside of this meeting, and invited him to make some general comments. Roberto advised that he had comments on two major matters; the composition of the GNSO Council and the role of Nominating Committee’s appointees to the GNSO. He requested the Board consider that one house is double the size of the other, and that in his proposal there would be a 3+3 contracted house and 6+6 non-contracted house. There should be 3 Nominating Committee appointees to the GNSO; with one in the smaller house and two in the larger house, which would result in one Nominating Committee appointee for every six-constituency members. He indicated that such appointments would be consistent with the current ratio in the GNSO. Roberto expressed concerns, that if this ratio lowers, and it would result in a third non-voting nominating committee GNSO appointee and would make it difficult for the Nominating Committee to be able make strong selections. If have three Nominating Committee appointees, one in the smaller house and two in the larger house, this would overcome two problems.

Peter Dengate Thrush noted that the GNSO WG proposal that refers to the composition of the Council with the two houses, and that the Staff recommendation is to have the one house for the contracted party with 3 councilors from each constituency, plus 1 voting Nominating Committee appointed councilor; and a second house, with 6 councilors from each stakeholder group + 1 voting Nominating Committee appointed councilor. The Chair’s proposal was to have two Nominating Committee appointed representatives in the house that is larger to maintain the ratio of one Nominating Committee for six GNSO Council reps.

Roberto Gaetano also referenced the proposal to elect the GNSO Chair, where in the minority proposal the suggestion was to have a “default” GNSO Chair if no majority is achieved in the election of the GNSO Chair. He noted that this will only become important, if we don’t have the third Nominating Committee appointee in a special role. He proposed that the GNSO continue voting for Chair, in the same way that they had elected their chair previously. In the WG there was a proposal to elect the Board members for voting seat 13 and 14, so that one is selected from each house. Roberto noted the staff recommendation is to have the Board member selection process be considered as part of the Board Review. Roberto indicated that having the Board Reviewers review this proposal as part of the whole is the appropriate way to deal with the issue and further elaborated that the GNSO should find a way to select board members from the whole GNSO and not just one part of it.

Bruce Tonkin noted that with respect to the requirement of constituencies to re-certify to the Board, the proposal from staff recommended that the re-certification should be invited by the Board but not required, and the proposal later talks about new constituency certification. He didn’t think “re-certify” was the correct word here noting that, registrars are required to renew and constituencies should also be required to renew their status rather than re-certify - as they already have status and there is an audit process to meet the requirement. Bruce said it is important to have equivalence. For example, membership in an existing constituency may have dropped to three members with all three being members of the Council, whereas a new constituency would need to show a great number of members to prove that it adequately represents, on a global basis, the stakeholders it seeks to represent . The existing constituency should be required to renew their status as part of the process. The Chair asked if the renewal should be annually, every two to three years? Bruce Tonkin considered every three years to align with the review cycle would be appropriate. The Chair suggested a counter-point as the review is not an audit of that process. Bruce Tonkin agreed that every three years but it doesn’t need to coincide with the review date for the GNSO as a whole.

Harald Alvestrand raised concerns about the creation of an initial non-contracted party house where commercial constituencies might initially have two thirds of the vote. He noted that the proposal provides the commercial constituency with a two-thirds voting majority, it would be in the interest of the commercial parties to make the filling of the three remaining seats as long and drawn out as possible. He considered that all six non-commercial seats in the non-contract party house should be filled at once.

Jean-Jacques Subrenat referred to what Roberto said earlier with regard to one Nominating Committee in one house, two in the other house, instead of one plus one plus one, and asked if Roberto’s suggestion would entail other problems that were not being considered? The Working Group proposal has three Nominating Committee appointees, first two voting in each house, he asked Denise if would this entail a problem that Board members were not considering in the discussion.

Denise Michel advised that except where staff identified a fundamental problem with the GNSO recommendation, they have suggested the Board accept it. The working group carefully crafted the proposal of two and one Nominating Committee appointees. Staff has not vetted the idea of adding an additional person to the non-contracted house, and that she did not believe that this option was considered enough to provide advice on how that would work.

Rob Hoggarth advised that the position of the third Nominating Committee appointee was a point where consensus was not reached by the WG. The Business Constituency specifically opposed placement of the third Nominating Committee appointed councilor in one house as opposed to the other. The WG crafted a compromise by elevating the third Nominating Committee to Council level in a non-voting role. Jean-Jacques Subrenat advised that he was satisfied with the additional information just provided.

Susan Crawford advised that the set of recommendations were the subject of extensive discussion and wants the Board to support them; however she does support Harald’s comment regarding parity between the commercial and non-commercial constituencies - they should have that parity from the beginning. She indicated that to put up a gate before they can have three additional seats undermines purpose of review. She also noted that the non-voting Nominating Committee appointee is the subject of near-consensus and noted that it is regrettable that the third Nominating Committee appointee has been disenfranchised, but believed it was important to consider that they will be there at Council level, although their role may be slightly less important.

Susan asked Rob and Denise how important it was to the WG’s compromise, that each house be confident that they would be allocated a board seat. Denise Michel advised that there was widespread acknowledgement that there may be some issues to the new approach and we did not receive a lot of pushback that this one element needed to be considered further.

Denise Michel advised that it was her impression that if the Board defers the board seat decision and did not accept that WG recommendation that it would be an acceptable exception.

The Chair proposed that the Board work through the recommendations in the in the staff report starting with recommendation: the bicameral voting structure is a practical and creative solution to resolve a contentious debate with the ICANN community, and Staff recommends Board support. The Board agreed via straw poll with this recommendation without further comment.

Recommendation: to be considered in two parts: Approve a contracted party house composed of 3 representatives from each stakeholder group (Registrars and Registries) plus 1 voting NCA (Nominating Committee appointee). Approve a non-contracted party house composed of 6 representatives from each stakeholder group (commercial and non-commercial) plus 1 voting NCA.

Bruce Tonkin advised that he is abstaining from this particular discussion as a registrar employs him.

Raimundo Beca proposed four plus four on the contracted side. Steve Goldstein supported this. The Chair asked who thinks this should be changed and conducted a straw poll: 2 Board Members responded affirmatively and 2 Board Members responded in opposition.

Steve Goldstein noted that the BGC Working Group suggested four plus four. The Chair asked where the three comes from? Rob Hoggarth advised that three is the current makeup of the Registries and Registrars constituencies and the BGC WG had recommended four.

Denise Michel advised that the staff recommendation is to start out with three and add an additional seat if required. Raimundo recalled that the registrar representative in the GNSO WG expressed in his statement that he was in favor of a four plus four configuration in the contracted side, in order to create a wider regional diversity.

Roberto Gaetano considered that it makes the transition easier and can fix later, if we have a multiple of three it will make transition much easier. The BGC said four plus four to make it even, but if go with bicameral it is different then you need four plus four bringing the council to 19, three plus three brings the Council to 15. It is within the bound that is decided by the last GNSO WG. Steve Goldstein considered that as we have more registries and registrars this will be a larger constituency and greater representation from other parts of the world and good to have the extra breathing space of four.

The Chair sought a straw poll on whether to keep three, with (4 ayes) or go to four and (1 opposed). Steven Goldstein considered six for each Stakeholder Group in the non-contracted house to be way too big because it would not to work that well, reflecting that it’s not working that well [inefficient] with the Board to have large numbers making decisions. Jean-Jacque Subrenat acknowledged that it may seem difficult but was sure they would manage to populate with the necessary people from the non-commercial constituency and he would vote in favor of six.

Rita Rodin asked if it is the intention that the third non-voting Nominating Committee appointee does not participate in the two houses but goes to council meetings. Denise Michel advised that the third non-voting Nominating Committee appointee is the same as a Board liaison, in that they participate in all discussions of the Council but don’t vote. Rita Rodin considered that if the Nominating Committee appointees' roles were viewed as being objective participants in discussions, it did not seem helpful if they didn't meet with either house and get involved in those discussions. Susan Crawford noted that the working group recommended that the group should be no fewer than five, and no more than nine. Steve Goldstein noted his preference for 5. The Chair conducted a straw poll: six in the group was noted as a clear majority of those responding audibly. Accordingly, the above note recommendation, was agreed in the straw poll .

Roberto Gaetano reflected that the recommendation has one Nominating Committee appointee in each house whereas he is floating the idea of having two in the large house to keep the ratio of one Nominating Committee appointee to six in both houses. Steve Goldstein considered that all Nominating Committee appointees should have a vote - period, he does not disagree with putting a third person in the non-contracted house, but could also have the third appointee serve as floating and able to vote in whichever house they think appropriate.

The Chair asked where do you stand on putting in the larger house? Steve Goldstein considered this to be okay so long as they have a vote. Raimundo Beca advised that he preferred to have any decision after the review of the Nominating Committee as the review may change the composition of the Nominating Committee and the role of voting and non-voting members would be different regarding the composition of the Nominating Committee. There has been no feedback from the community about GNSO appointments. The Chair indicated that he would like to postpone Nominating Committee appointee decision until after review of the Nominating Committee.

The Chair didn’t consider that the Nominating Committee review would address this at all. Raimundo Beca considered that the Nominating Committee Review would define a different composition of the Nominating Committee. The current composition gives power to the ALAC appointees to the Nominating Committee, many of the discussions of the Nominating Committee appointees related to the Nominating Committee. He considered that the profile of those appointees would not be same as today. The Chair recapped that Roberto wants to put one into the larger house and Raimundo wants to defer the decision.

Jean-Jacques Subrenat asked if this meant to defer all three Nominating Committees with voting. Steve Goldstein noted that in relation to the Nominating Committee Review, it is recommending that the size of the Nominating Committee would reduce the number of appointees from every SO to make it more efficient. The Chair noted that the Nominating Committee Review working group has been disbanded. The Chair asked if anyone was in favor of Raimundo’s proposal and one additional Board Member agreed audibly. The Chair then asked if looking at the Nominating Committee appointee do we put two into the larger house (five Board Members responded affirmatively) who thinks the Nominating Committee appointee should be allowed to choose (eight Board Members responded affirmative); and, who thinks should not appoint to larger house (three Board Member responded affirmatively).

Rita Rodin asked what the working group suggested. The Chair reflected that the options being considered are two to the larger house or have a floating appointee. Roberto Gaetano advised that the difference with the GNSO Working Group paper is that they appoint one in each house with a vote and the third does not have a vote. Where they are located is the second issue. It is important to establish all three as voting members. The Chair reflected that a lot of compromise went into the non-voting third position.

Rob Hoggarth clarified that with regard to the report of the working group there was no consensus on the two or three Nominating Committee appointees. The report also indicated that a third Nominating Committee appointee could take over as vice chair of the house from which the chair had been involved.

The Chair considered that would become incredibly complicated. How do people want to stack up. Who thinks that all Nominating Committee appointees should have a vote, and there was an audible strong support for this in the straw poll. The Chair advised to proceed that all three Nominating Committee appointees will have a vote. The Chair asked where the third one should sit—the larger house, float or self choose? Paul Twomey raised concerns about giving them the choice to float. Rita Rodin was also concerned as they could be lobbied on case by case basis.

The Chair put the question to a straw poll—place in larger house (7 Board Members responded affirmatively); allow them to float (one Board Member responded affirmatively) follow the recommendation and allow them to sit on council (no Board Members responded).

Bruce Tonkin abstained from this portion of the discussion due to the conflict, which exists for him in working for a registrar.

Harald Alvestrand asked where would the vote be counted if on Council if voting by houses? The Chair asked where would they vote if not in a house? Denise Michel advised that they would have to go back and look at the voting threshold and try to factor in a vote not it either house. The Chair asked if board members would be willing to put this into implementation. Rita Rodin did not understand how, if voting is by houses, that there can be a third Nominating Committee appointee that does not sit in any house and still has a vote.

The Chair considered that by giving all Nominating Committee appointees a vote they might have created problem. He asked Board members for those who think we should allocate two to the larger house, six of the Board Members responded affirmatively to the straw poll.

Dennis Jennings advised that he did not understand the implications and asked why two.

Roberto Gaetano advised that there had been some concern about the proportion between the Nominating Committee and constituent councilors, which is currently one to six. Some members are concerned about changing? that proportion, if we have two in the larger and one in smaller, we maintain the proportion as one to six in smaller and two to 12 in the larger house. There won’t be a tiebreaker, and if we get to point of needing a tiebreaker than we have a problem anyway.

Dennis Jennings asked how would this be received by the business constituency. Denise Michel advised that they strongly opposed the third Nominating Committee appointee so there will be a strong opposition to the addition. There is also a feeling that with a larger council and great diversity of the group there is less need for an additional Nominating Committee appointee. Paul Twomey considered that some members would have a concern that there is a perception that Nominating Committee appointments will share a similar constituency to NCUC appointees and would find themselves in a permanent minority in that house.

The Chair considered the options to be to put them in large house, no house, or leave to implementation. Rita Rodin felt that if the two house approach was accepted, and the third appointee sat at the Council level, then the third appointee had to be non-voting. She also noted that she was not comfortable in putting them as a voting member in the second house. The Chair noted that the Board is doing in an hour what the working group has been working toward for a much longer period of time. He suggested that the Board go with the recommendation of the working group and put in a placeholder to review this after 3 years. We’re not better able to resolve and they came to a compromise not to give them a vote, which was the recommendation. Suggested they go back to the voting question and see if there is a change of view.

Jean-Jacques Subrenat recognized the work done by the Working Group, but this doesn’t mean the Board must necessarily share their views.

The Chair asked how members would feel about leaving the three voting for a later date? Susan Crawford notes support for what would have been a (???) non-voting Nominating Committee appointee.

The Chair asked who else would go along with having a non-voting Nominating Committee representative other than Susan? Peter, Rita and Harald all agreed. Paul Twomey advised that he would be uncomfortable to have a contrary view to the WG, so would be happy to defer.

Dennis Jennings advised that he would be happy to go with the working group recommendation.

On the basis that the issue remained unresolved, the Chair moved consideration to the next recommendation: Staff recommends that the Board request the GNSO Council to work with ICANN Staff on an implementation plan for Board approval that creates a transition to this new structure by the beginning of calendar year 2009. During the intervening time period each existing constituency should be invited, but not required (consistent with Article X, Section 5, subsection 3 of the ICANN Bylaws), to “re-certify” itself to the Board. This will be an opportunity for existing constituencies to demonstrate compliance with the principles of representativeness, openness, transparency and fairness set forth in the ICANN Bylaws.

Bruce Tonkin suggested that each constituency be required to “renew” their status to the board every three years rather than “re-certify”. The Chair approved of the sentiment. Jean-Jacques Subrenat asked if it should be asked to “confirm” its status? The Chair asked if there was any dissent to requiring each constituency to confirm their status with the board and confirm every three years. No dissent was noted in the straw poll.

The Chair moved on to the next recommendation: Staff recommends that the Board ask the commercial and non-commercial constituencies to show plans for future recruitment and expansion, and indicate that the six noncommercial Council seats are to be filled by a non-commercial stakeholder group that includes representatives of several categories of non-commercial interests (as noted in the BGC GNSO Review WG recommendations) such as educational, research and philanthropic organizations, foundations, think tanks and individual Internet users, including domain name registrants. Staff recommends that the Board strongly encourage the GNSO community to help expand and diversify non-commercial involvement in the GNSO, and indicate that this must occur before more than three non-commercial seats are filled on the Council.

Susan Crawford asked if the commercial group is not being asked to renew? If this is the case she considered this should be an equal requirement on the commercial side that they diversify their representation.

The Chair asked if there was any dissent from Susan’s position, with no dissent being noted in the straw poll, he asked if it we could just add this to the resolution? Paul Twomey asked about the reason for individual registration? Susan Crawford advised it was part of the working group discussion, for the non-commercial of that house. Paul Twomey indicated that he had some hesitation, asking what had they themselves proposed. Individuals in the non-commercial can be representatives and the same for business, is that what we’ve done? Denise Michel advised that they did not discuss having individual representation in the commercial group if that was the question. The Chair asked Susan if she was adding something? Susan Crawford responded that staff was adding something that wasn’t part of consensus, as well.

Roberto Gaetano considered that what the board would like is clear, to have a recommendation that forces diversity in each stakeholder group. The whole issue of moving to a stakeholder group model is having diverse participants to have in a better way so should have a recommendation to the GNSO and the implementation phase to ensure diversity in all stakeholder groups. He indicated that the GNSO should have diversity in commercial part and at one point in time in the development of the market we are going to require different groups on the supply side, domainers, new people, IDNs in the future will this be a different animal. We have to make a general statement that we foster different representation not only geographic but in other types of representation. The recommendation would be that instead of pointing the finger at one stakeholder group, that we make it very general and say “the Board recommends” and keep an eye on effectiveness of stakeholder groups to be inclusive of new actors and participants to foster diversity but not point the finger at one group.

Additionally, Denise Michel indicated that for the non commercial side there is concern expressed about the doubling of the non commercial seats and staff speaks to that concern, while taking from nine to six is going the other way with the non-commercials in that the existing NCUC is not diverse to warrant doubling of their seat at this time. The Chair considered that on this basis there is no reason why this can’t be more generic. Denise Michel concurred that expanding it would be good.

Harald Alvestrand considered that the recommendation could be viewed in two ways, one as a slow build up from current situation, the other one is the situation with commercial parties are given incentive to keep it that way. He asked, who approves the process to give the non-commercial more seats? Denise Michel advised that the Board asked the GNSO Council to work with staff on the implementation plan and how to select Council members can be addressed in the implementation plan, which would come back to the Board for approval. Harald Alvestrand advised that he is fine saying this is implementation. Dennis Jennings considered the implementation plan may require board intervention to make sure recommendation reads to start in January.

The Chair asked if there was anyone that disagrees that the current wording should stay [no]. He advised that he will stop after the next one and ask that we craft resolutions. Staff also recommends that new constituencies be encouraged to submit requests for certification, especially during this transition period. The new Council comprised of new and existing (re-certified) constituencies is expected to be seated in January 2009.

Jean-Jacques Subrenat asked if we would have to change “certification” for another word. The Chair said “no” as this refers to a first timer. Delay with a number of key recommendations for the report, but this is end of it. Roberto Gaetano considered that one issue is not clear and that is what we do for the election of the council chair considering that we now don’t have a decision about the composition of the houses. Jean-Jacques Subrenat suggested we could take a straw poll on that quickly. The Chair stated that we do not have an explicit recommendation on voting for the chairman.

Roberto Gaetano advised that the proposal for the GNSO was to have the Chair elected by 60% majority of both houses. It is still unclear if two houses cannot agree and there is no majority of both houses at one time on one candidate the backup default is to have a Nominating Committee appointee. The proposal was to have the Name Council chair elected as is the case now with voting weight that takes care of evening the voting power of the two houses. The house that has all of the delegates will have a double vote and elect the chair if three votes are not able to express 60% majority. Agree with Bruce’s comment that the mechanism should be used for the election of Board Seats 13 and 14 and it is not clear how things will be when there are two houses. If there’s a re-drafting till the next board meeting that matter should be clarified.

The Chair sought clarification on the discussion about the chair election. Roberto Gaetano advised that each house votes separately and the successful candidate has to reach 60% of votes in both house and there is no back up solution if this is not possible.

The Chair asked why do we need an alternative? Roberto Gaetano said this was necessarily in the event that there was not an obvious 60% majority in both houses. Denise Michel advised that the working group discussed the possibility of using the Nominating Committee appointee as the default. Staff did analysis of past votes and 60% was achieved on all occasions.

The Chair noted that they had not resolved the Non-Commercial User’s Constituency (NCUC). Dennis Jennings raised concerns that the description was vague. The Chair agreed to leave out that issue from the resolutions, until there was different proposed wording.

Staff provided a revised proposed set of resolutions, based upon revisions made by the General Counsel and Vice President of Policy Services, during the meeting to reflect the discussion and agreements. Additional discussion regarding the language ensued and amendments were made to the final drafts and agreements were reached on specific language, resulting in the following resolution, for which the Chair moved (noting that some issues would need to be resolved in the next meeting and that this was included in the resolution);.and Jean-Jacques Subrenat seconded,

The Chair asked John Jeffrey, if he could indicate in the minutes that these resolutions represent the current thinking and that in working through the remaining recommendations the Board may have to revisit some of these decisions. John Jeffrey noted that his would be included and advised that he believed the proposed resolutions were capable of being approved in their current form.

Whereas, on 26 June 2008, the ICANN Board endorsed the set of "GNSO Improvements" submitted by the Board Governance Committee's GNSO Review Working Group (BGC-WG), with the exception of the BGC-WG's recommendation on GNSO Council restructuring.

Whereas, in postponing its decision on Council structure, the Board asked the GNSO to convene a small working group to "Submit a consensus recommendation on Council restructuring by no later than 25 July 2008 for consideration by the ICANN Board ..." (see ICANN Board Resolution 2008.06.26.13).

Whereas, that Working Group on GNSO Council Restructuring (WG-GCR) submitted a report to the Board in late July detailing areas of consensus that it achieved during its month-long deliberations.

Whereas, the Board discussed the WG-GCR report at its 31 July meeting and directed the ICANN Staff to thoroughly review the report and share its recommendations with the Board prior to the 28 August Board meeting.

Whereas, the Board will endeavor to work through the remaining issues during the next Board meeting.

Resolved, on balance, the WG-GCR report addresses many challenges facing the community in a way that is consistent with the overarching goals of the GNSO Improvements package and the BGC GNSO Review WG that developed it.

Resolved, the Board endorses the direction of the WG-GCR report and supports the bicameral voting structure of the new Council. The Board supports the establishment of one house (described as the "contracted party house" in the report) and directs that this house initially will have 3 representatives from each stakeholder group -- Registrars and Registries -- plus 1 voting NCA (Nominating Committee appointee). The second house (described in the report as the "non-contracted party" house) will be composed of 6 representatives from each stakeholder group -- Commercial and Non-commercial -- plus 1 voting NCA.

Resolved, as noted, the Board accepts the WG-GCR proposal to seat one voting NCA representative in each of the two houses.

The Board also directs that a third "independent" NCA representative continue to serve on the Council.

Resolved, the Board directs the GNSO Council to work with ICANN Staff on an implementation plan for Board approval that creates a transition to this new structure by the beginning of calendar year 2009. The Board requests that existing constituencies confirm their status with the Board during the intervening time period, and requires constituencies to formally confirm their status every 3 years to ensure that they continue to meet the requirements of Article X, Section 5, subsection 3 of the ICANN Bylaws. This will be an opportunity for existing constituencies to demonstrate compliance with the principles of representativeness, openness, transparency and fairness set forth in the ICANN Bylaws. The Board also encourages new constituencies to submit requests for certification, especially during this transition period.

Resolved, the Board appreciates the significant amount of work performed by the WG-GCR and extends its sincere appreciation to working group members Avri Doria, Chuck Gomes, Alan Greenberg, Tony Holmes, Bertrand de La Chapelle, Steve Metalitz, Milton Mueller, Jonathon Nevett, and Philip Sheppard for their efforts on this matter.

A voice vote was taken of all Board Members present, and the motion was approved by a vote of 13 to 0, with no abstentions.

President’s Report

Paul Twomey advised that as of next month, he will be \providing the President’s Report, in two parts, the management part to come in the first week/ten days of the months, and the financial reporting section to come later on in the month.

Redelegation of .MS

Kim Davies provided background information regarding the redelegation request for .MS. He noted that Monteserrat is a small country with a small local Internet community. ICANN met with the proposed operator in Puerto Rico and the ICANN regional liaison visited the Monteserrat last year. Kim recommended to the Board that the redelegation be approved.

The Chair asked if there were any questions about the redelegation. Dennis Jennings supported the redelegation but raised concerns about the completion of documents in the redelegation.

Steve Goldstein moved the motion Jean-Jacque Subrenat seconded

Whereas, the .MS top-level domain is the designated country-code for Montserrat.

Whereas, ICANN has received a request for redelegation of .MS to MNI Networks Ltd.

Whereas, ICANN has reviewed the request, and has determined that the proposed redelegation would be in the best interest of the local and global Internet communities.

It is hereby resolved (2008.08.28.01), that the proposed redelegation of the .MS domain to MNI Networks Ltd is approved.

Paul Twomey noted for the record, that Montserrat is an overseas territory of the UK.

A voice vote was taken of all Board Members present, and the motion was approved by a vote of 13 to 0, with no abstentions.

Ombudsman Budget for discussion

This Board followed on from a discussion and presentation by the Ombudsman during the Paris Meeting and there was a general discussion regarding whether additional funds were required beyond last year’s budget. It was noted that the Ombudsman had requested and submitted a budget with a significant increase, some of which was caused by currency fluctuations. There was a general discussion regarding a desire to maintain the Ombudsman budget at previous fiscal year levels. The Chair agreed that, if passed, he would contact the Ombudsman to ask him to resubmit his budget consistent with the numbers that they wished to approve at the same level as last year’s approval, and it was understood that some items might need to be cut from the Ombudsman’s original requested budget.

The Chair moved and the Chair of Finance Committee seconded the following resolution:

Resolved (2008.08.28.02), the Ombudsman’s Budget (which is part of the overall ICANN Budget) for fiscal year 2008-2009 shall be approved at $450,000.00,

A voice vote was taken of all Board Members present, and the motion was approved by a vote of 13 to 0, with no abstentions.

Nominating Committee’s Recommendation for ICANN Bylaws Change regarding Criteria for Board Member Selection

John Jeffrey presented a proposed Bylaws change and requested that the Board permit Management to post the proposed changes for public comments.

Over the past several years, the Nominating Committee has expressed concern that being required to count more than one country of citizenship for diversity purposes often makes it difficult to select the best candidates for the Board seats that the Nominating Committee is mandated to fill. In carrying out its responsibilities to fill Seats 1 through 8, the Nominating Committee shall seek to ensure that the ICANN Board is composed of members who in the aggregate display diversity in geography, culture, skills, experience, and perspective, by applying the criteria set forth in Bylaws.

The Nominating Committee also noted that some of the candidates have often lived in a country for many years, and thereby better represent the interests of that country than any country of which the candidates may be citizens.

As the Nominating Committee requested, the General Counsel provided the Nominating Committee with suggested Bylaws revisions to reflect the Nominating Committee’s stated goals. In the proposal, domicile, not just citizenship, is to be considered in the diversity calculation. The Nominating Committee members have unanimously agreed that the proposed Bylaws revisions would alleviate the concerns.

John Jeffrey noted that considering the possibility of revising the method for calculating diversity for seats 1 through 8, staff determined that such diversity calculations should be consistent for seats 9 though 14 and have proposed revisions accordingly.

Bruce Tonkin moved and Harald Alvestrand seconded a motion that the proposed changes to the bylaws be posted for public comment and then considered again by the Board, via the following resolution:

Whereas, the Nominating Committee has expressed concern that, pursuant to the Bylaws mandated diversity requirements that no more than five Board members be citizens of any one geographic region, the Nominating Committee is required to count all countries of citizenship for each candidate.

Whereas, the Nominating Committee has noted that the requirement to count all countries of citizenship has caused some selection difficulties each year over the past several years.

Whereas, the Nominating Committee has also expressed concern that the calculation is presently limited to citizenship given that many people have lived for long periods of time in, and represent the interests of, countries in which they may not be citizens.

Whereas, making a diversity calculation pursuant to the ICANN Bylaws as it relates to Board member selection for seats 1 through 14 should be consistent.

It is hereby resolved (2008.08.28.03) that the following proposed revisions to Article VI, Sections 2.2 and 2.3, shall be posted for public comment in accordance with ICANN’s normal process for proposed Bylaw revisions.

A voice vote was taken of all Board Members present, and the motion was approved by a vote of 13 to 0, with no abstentions.

Board Governance Committee’s Recommendation for selection of the next Nominating Committee Chair

 Roberto Gaetano advised that following the evaluation of a number of different candidates the BGC unanimously propose Tricia Drakes as Chair of the 2009 Nominating Committee and asks the Board to approve her appointment to this position.

The Chair inquired regarding the BGC’s process in considering applications and in putting out a call for candidates. Roberto Gaetano advised that a job profile had been published, a call for candidates was issued, additional qualified candidates were also evaluated and then the BGC created a matrix and did a final evaluation and from that, came the recommendation.

The Chair accepted this a recommendation from the Board Governance Committee and made a motion to approve Tricia Drakes as the Nominating Committee Chair for 2009; Jean-Jacques Subrenat seconded the following motion:

Resolved (2008.08.28.04), that Tricia Drakes is appointed as Chair of the 2009 Nominating Committee, to serve until the conclusion of the ICANN annual meeting in 2009, or until the Chair’s earlier resignation, removal, or other disqualification from service.

A voice vote was taken of all Board Members present, and the motion was approved by a vote of 13 to 0, with no abstentions.

All other agenda items were put forward until the next Board Meeting. Jean-Jacques Subrenat asked that his earlier request for the Board to set out a set of principles for the choice of venues of ICANN meetings, be placed on the agenda of the Board retreat in Los Angeles, 11-12 September 2008. The Chair concurred. The meeting was adjourned @ 01:48 UTC