Minutes | Special Meeting of the Board of Directors 21 April 2011

A Special Meeting of the ICANN Board of Directors was held on 21 April 2011 03:00 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: Rod Beckstrom (President and CEO), Steve Crocker (Vice Chairman), Cherine Chalaby, Rita Rodin Johnston, Gonzalo Navarro, Raymond A. Plzak, Rajasekhar Ramaraj, George Sadowsky, Mike Silber, Bruce Tonkin, Katim Touray, and Kuo-Wei Wu.

The following Board Liaisons participated in all or part of the meeting: Heather Dryden, GAC Liaison; Thomas Narten, IETF Liaison; Reinhard Scholl, TLG Liaison; and Suzanne Woolf, RSSAC Liaison.

Sébastien Bachollet, Bertrand de la Chapelle, Erika Mann and Ram Mohan, SSAC Liaison, sent apologies.

Main Agenda

Confidential Personnel Matter: Approval of Recommendations re Ombudsman Compensation – Executive Session

The Board conducted an executive session, in confidence.

In Executive Session, the Board passed two related resolutions (2011.04.21.C01, 2011.04.21.C02) that shall remain confidential as an "action relating to personnel or employment matters", pursuant to Article III, section 5.2 of the ICANN Bylaws.

All Board members present unanimously approved of Resolutions 2011.04.21.C01 and 2011.04.21.C02.
Consent Agenda

The Chair of the Board noted the Board's congratulations to Ram Mohan and his wife on the birth of their daughter.

The Chair of the Board inquired as to whether any member of the Board would like an item removed from the Consent Agenda. Two items were moved to the Main Agenda for consideration prior to the CEO's report.

The Chair then moved and George Sadowsky seconded the following resolution:

RESOLVED, the following resolutions in this Consent Agenda are hereby approved:

2.1 Approval of Minutes of 18 March 2011 ICANN Board Meeting

RESOLVED (2011.04.21.03), the Board hereby approves the minutes of the 18 March 2011 ICANN Board Meeting.

2.2 From the BGC – Organizational Meeting to Fill Leadership Vacancies

Whereas, upon the conclusion of the June 2011 Mid-year Meeting in Singapore, there will be a vacancy in the position of the Chair of the Board due to the transition in Seat 11 on the ICANN Board of Directors.

Whereas, the Board Governance Committee has identified that it is preferable for the Board to immediately fill a vacancy in the ICANN Board Chair position, as well as immediately address any necessary changes in composition of Board Committees and leadership due to the transition of Board members, and is prepared make recommendations to the Board on these items.

Whereas, an Organizational Meeting of the Board is required as soon as possible after the conclusion of the June 2011 Mid-year Meeting for the Board to take action to elect a Chair (and Vice-Chair, if necessary), as well as appointing Board committee members as needed.

RESOLVED (2011.04.21.04), the Secretary is directed to notice an Organizational Meeting of the Board of Directors to occur immediately after the conclusion of the June 2011 Mid-year Meeting.

RATIONALE FOR RESOLUTION 2011.04.21.04:

This administrative resolution assures that the Board will continue with a full composition of leadership upon transition of Board membership. There is no anticipated fiscal impact from this decision, as the Organizational Meeting will occur in the same location as the 2011 Mid-year Meeting. There will be no impact on the security, stability and resiliency of the domain name system as a result of this action.

2.3 From the BGC – Revised Code of Conduct

Whereas, the Board Governance Committee (BGC) is charged with oversight of the Board's compliance with the organization's Code of Conduct, approved in 2008.

Whereas, the BGC has identified that Code of Conduct Guidelines would provide guidance and assistance in maintaining compliance with the Code of Conduct.

Whereas, non-substantive revisions to the Code of Conduct are necessary to incorporate references to the Code of Conduct Guidelines, and the BGC has approved those proposed revisions.

RESOLVED (2011.04.21.05), the Board approves the Revised Code of Conduct and directs staff to post the Revised Code of Conduct on the ICANN website.

RATIONALE FOR RESOLUTION 2011.04.21.05:

The Board's adherence to a Code of Conduct is an essential part of maintaining accountability and transparency in ICANN's decision-making process. The Code of Conduct approved in 2008 was a result of community input, and the changes approved today do not substantively alter the community-vetted provisions. The Revised Code of Conduct will assist the Board in maintaining adherence with the Code of Conduct, through the incorporation of Guidelines that more clearly identify processes for handling potential breaches of the Code. There is no anticipated fiscal impact from this decision, and there will be no impact on the security, stability and resiliency of the domain name system as a result of this action.

2.4 From the BGC – Input on Academia Representation on NomCom

Whereas, Article VII, Section 2.8.c of the ICANN Bylaws requires the NomCom to include a voting member selected by "an entity designated by the Board to represent academic and similar organizations" (Selecting Entity).

Whereas, despite attempts to identify a Selecting Entity, the Board has not succeeded, and instead has made direct recommendations of delegates to represent academia on the NomCom. In addition to the Board-selected delegate, there have consistently been multiple delegates on each NomCom from academia.

Whereas, in 2010, the Board directed the BGC to create a process for identifying a Selecting Entity, and the BGC has raised concerns relating to the identification and evaluation of the Selecting Entity.

Whereas, the BGC has determined that the community may provide guidance on an appropriate Selecting Entity or metrics to help in identification or evaluation of the Selecting Entity.

Whereas, in the event that that the community comment does not inform the identification or approval of an appropriate Selecting Entity, the BGC is prepared to recommend that Article VII, Section 2.8.c be removed from the Bylaws. If, in the future the academic sector becomes under-represented on the NomCom, the creation of a mechanism should be considered to assure that academia has a voice in the selection of ICANN leadership.

RESOLVED (2011.04.21.06), the Board approves the initiation of a 30-day period of public comment to obtain community input to inform the BGC's future work on the identification of an entity to make appointments to the NomCom as called for in Article VII, Section 2.8.c of the Bylaws. The public comment will also address the potential proposed Bylaws amendments regarding the removal of this Bylaws provision in the event that the community comment process does not result in the identification of an appropriate entity.

RATIONALE FOR RESOLUTION 2011.04.21.06:

Since the 2002 introduction of the current form of the ICANN Bylaws, there has been a provision for the NomCom to include a voting delegate appointed by "an entity designated by the Board to represent academic and similar organizations" (Selecting Entity). The Board has not been successful in identifying such a Selecting Entity; despite a 2003 identification of a Selecting Entity, by 2005, no designees had been identified and the Board Governance Committee (BGC) has been making a direct recommendation of a voting NomCom delegate after soliciting nominees. In 2007, the Chair noted that the BGC had not been successful in identifying a Selecting Entity, and in 2010, the Board directed that a process for choosing the Selecting Entity be created through the BGC and proposed to the Board.

Despite the limitations faced by the Board in identifying the Selecting Entity, there has been consistent representation of the academic sector on each NomCom, in addition to those persons directly recommended by the BGC. Historically, in addition to the designated academia delegate, each recent NomCom has had at least two members affiliated with academic institutions.

The NomCom – and the method of selection of delegates serving on the NomCom – are important components to ICANN's leadership and governance, and providing any entity with the responsibility of selecting a voting NomCom delegate will have lasting effects on the organization. When the BGC undertook work to create a process to identify a Selecting Entity, the BGC discussed the difficulty of identifying criteria to choose an entity, particularly how to evaluate and select the successful entity if more than one is suggested or nominated. The BGC also identified a more fundamental question: because of the history of academic voices being present on the NomCom, does it remain necessary to identify that a specific delegate remain a part of the NomCom composition?

The BGC therefore recommends that the community have a voice in reviewing this decision point. The BGC seeks community guidance on: What entities could or should serve as the entity to designate a member of an academic or similar organization to the NomCom? What metrics could be used to evaluate competing entities? What would an appropriate selection and evaluation process be? Would the community be better served by removing the Bylaws provision calling for such an entity to select a delegate?

It should be noted that the Board directed that the BGC not to identify a delegate for the current (2010-2011) NomCom to fill this role. To date, ICANN is not aware of any complaints that the absence of the specific academia representative delegate has impeded the work of the NomCom.

In the event that the community consultation cannot identify an appropriate selection or evaluation process, or an appropriate entity, the BGC will recommend the removal of this provision from the Bylaws. If the provision is removed, the future composition of the NomCom will have to be reviewed to confirm that the academic sector remains represented. If the academic sector is under-represented in the future, a review of how best to assure academic representation on the NomCom will be initiated.

Seeking community input on this item will assist the Board in evaluating the impact of any changes to the NomCom composition. There will be no impact on the security, stability and resiliency of the domain name system as a result of this action.

2.5 From the BGC Approval of Members of Board Technical Relations Working Group

Whereas, on 18 March 2011 the Board established the Board Technical Relations Working Group "to consider measures to enhance the coordination and cooperation between ICANN and other members of the Internet technical community with the intent of, among other things, dissolving the TLG by the 2011 Annual Meeting; and asks the Working Group to engage the ICANN community in a fully consultative process on the coordination and cooperation between ICANN and other members of the Internet technical community."

Whereas, the Board directed the Board Governance Committee to recommend five members for the Board Technical Relations Working Group, for consideration by the Board at this meeting.

Whereas, at its 12 April 2011 meeting, the BGC reviewed the potential composition of the Board Technical Relations Working Group and formed a recommendation to the Board, identifying the following proposed members of the group:

(i) Gonzalo Navarro, Chair;

(ii) Thomas Narten;

(iii) Thomas Roessler;

(iv) Reinhard Scholl; and

(v) Jonne Soininen.

RESOLVED (2011.04.21.07), the Board approves the recommended membership of the Board Technical Relations Working Group and requests the members to complete the tasks as set forth in the Board's 18 March 2011 resolution, as reflected in the Working Group's charter.

RATIONALE FOR RESOLUTIONS 2011.04.21.07:

The Board Governance Committee's recommendation is in fulfillment of the Board's 18 March 2011 resolution. The TLG review work to date has been the subject of community comment, and the Working Group is expected to perform its work in a consultative process with the ICANN community. A small fiscal impact is anticipated due to the composition of the Working Group, including staffing resources and potential costs incurred to facilitate the work of the Working Group. There will be no impact on the security, stability and resiliency of the domain name system as a result of this action.

2.6 From the SIC Approval of ccNSO Review Implementation Actions

Whereas, on 18 March 2011, the Board resolved to receive the Final Report of the ccNSO review Working Group, and directed the Structural Improvements Committee (SIC) to "present a set of suggested actions for approval at the 24 June 2011 Board meeting, so as to address the conclusions and recommendations formulated in the final report of this Working Group", at http://www.icann.org/en/minutes/resolutions-05aug10-en.htm#2.f.

Whereas, ICANN staff members supporting the organizational reviews and the ccNSO identified a set of measures in a document "ccNSO review WG final report: implementation steps", dated April 2011, to address the recommendations and conclusions from the Working Group and provided those to the SIC.

Whereas, the SIC finds the measures included in this document adequate and proposes to have staff in coordination with SIC finalize an implementation plan, including estimated costs, based upon this document, and to provide this final plan to the Board for receipt and consideration.

RESOLVED (2011.04.21.08), the Board approves the document put forward by the SIC and instructs the SIC, in coordination with staff, to provide the Board with a final implementation plan, including estimated costs, to conform with the measures recommended by the SIC to address the conclusions and recommendations in the final report of the ccNSO review Working Group.

RATIONALE FOR RESOLUTION 2011.04.21.08:

The proposed action is in direct response to a request from the Board and serves to advance the implementation of the ccNSO review outcomes. The task to develop a detailed implementation plan is essential to prepare the implementation in a timely manner. There is no reason to delay this action as it, per se, would have no budgetary consequences. The detailed implementation planning should cover scoping and resource estimates, to be considered and decided by the Board once the detailed planning task has been accomplished and a detailed plan put forward.

2.7 From the BFC - Formalization of Planning Committee for existing employee retirement savings accounts (401K)

Whereas, the ICANN Retirement Savings Plan (Plan) was introduced in 2000 for United States based staff.

Whereas, in light of the increasing number of participants and resulting assets of the Plan, best practices suggest that a plan committee be formed to manage plan administration, choosing plan vendors, identifying investment options from which employees can select, and other fiduciary responsibilities.

Whereas, the BFC has recommended that the Board approve the formalization of the 401(k) Plan Committee and authorize the CEO to staff and oversee the Plan Committee activities.

RESOLVED (2011.04.21.09), the Board approves the formalization of the 401(k) Plan Committee and authorizes the CEO to staff and oversee the Plan Committee activities.

RATIONALE FOR RESOLUTION 2011.04.21.09:

Employees in the United States participate in the ICANN Retirement Savings Plan (also known as the 401(k) Plan) (the "Plan") in which the Company makes contributions to the Plan on behalf of employees, and employees may make contributions, on a tax deferred basis, to the Plan on their own behalf. Until recently, the Plan has been relatively small and did not call for a formal Plan Committee. Recently, however, the Plan has grown to over 100 active participants and to an asset level for which best practices indicate that a plan committee be formed to oversee various aspects of the Plan.

2.8 Approval of Redelegation of .KP (Korea, Democratic People's Republic)

Whereas, KP is the ISO 3166-1 two-letter country-code designated for the Democratic People's Republic of Korea.

Whereas, ICANN has received a request for redelegation of .KP to Star Joint Venture Company;

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

RESOLVED (2011.04.21.10), the proposed redelegation of the .KP domain to Star Joint Venture Company is approved.

RATIONALE FOR RESOLUTION 2011.04.21.10:

Why the Board is addressing the issue now?

Staff present delegation and redelegation requests for country-code domains to the Board for decision, once staff are satisfied the applicant has provided a sufficiently complete application that has a reasonable prospect of a positive Board decision. In line with ICANN's commitments to perform timely processing of requests relating to the IANA function, and the DNS root zone in particular, the ICANN Board seeks to evaluate such requests at its next scheduled Special Meeting.

What is the proposal being considered?

The proposal is to approve a request to IANA to change or designate the sponsoring organisation (also known as the manager or trustee) of a country-code top-level domain. In line with established practice, the ICANN Board is involved in making the decision to proceed with such requests as one step of this multi-step process.

Which stakeholders or others were consulted?

In the course of evaluating a delegation application, ICANN staff consults with the applicant, the current operator (if applicable), and other directly connected parties. In line with ICANN's practice of keeping incomplete root zone change requests in confidence, ICANN has not performed open consultation on this matter.

What concerns or issues were raised by the community?

Any concerns or issues are raised within the public report that will be published in conjunction with this action. This report will be published on the IANA website at http://www.iana.org/ should the root zone change request has successfully completed final processing, usually 1-2 months after the Board's decision.

What significant materials did the Board review?

The Board is involved in assessing requests against a variety of public interest criteria. This criteria includes establishing the country-code is eligible (e.g. listed in the ISO 3166-1 standard); establishing the proposed manager is supported by the local Internet community; establishing the proposed operator is operationally and technically competent; establishing the proposed manager is based locally and bound under local law; establishing the proposed manager operates fairly and equitably; establishing that in cases there is a transfer of operations that an appropriate plan is in place to preserve ongoing stability of the domain; and establishing that the action is compatible with any applicable local laws and regulations. During the staff compilation process, the applicant is asked to provide a variety of materials in support of these various aspects. Pertinent information from these supplied materials and other staff research is provided to the Board, and published in a public report at the end of implementing an approved request.

What factors the Board found to be significant?

The Board considers factors described in the public report, in relation to the basic principles of country-code domain delegation described earlier.

Are there positive or negative community impacts?

The timely approval of country-code domain name managers that meet the various public interest criteria is positive toward ICANN's overall mission, and the local communities to which country-code top-level domains are designated to serve.

Are there fiscal impacts or ramifications on ICANN (strategic plan, operating plan, budget); the community; and/or the public?

The administration of country-code delegations in the DNS root zone is part of the IANA functions, and the delegation action should not cause any significant variance on pre-planned expenditure. It is not the role of ICANN to assess the fiscal impact of the internal operations of country-code top-level domains within a country, other than ensuring the operator is based in country and has the appropriate mechanisms to allow the local Internet community to properly oversee the domain's ongoing operation.

Are there any security, stability or resiliency issues relating to the DNS?

For country-code top-level domain delegations, ICANN seeks to approve only such requests where reasonable concerns have been satisfactorily addressed, and the proposed new manager has demonstrated a sufficient level of operational and technical competency where such concerns should be minimal.

2.9 Approval of Tracking of Global Policy for Post Exhaustion IPv4 Allocation Mechanisms by IANA

Whereas, the Board's Review Procedures for Global Internet Number Resource Policies Forwarded for Ratification by the ASO Address Council in Accordance with the ASO MoU, states that "When, in accordance with step 1 in the Global Policy Development Process of the ASO MoU (Attachment A, article 1), ICANN staff liaising with the addressing community becomes aware of a global policy development within the scope of the ASO MoU, ICANN staff informs the ICANN Board of this development. The Board decides, as and when appropriate, that this development should be followed by ICANN staff and instructs the ICANN CEO to assign staff for this purpose. ICANN staff so assigned shall inform all ICANN Supporting Organizations and Advisory Committees, shall establish an ICANN web page to be kept up to date and shall compile a background report to be kept up to date on this global policy development. This background report shall be provided to the Board as requested.".

Whereas, ICANN staff has informed the Board that a policy proposal entitled "Global Policy for Post Exhaustion IPv4 Allocation Mechanisms by IANA" is in development and that this Proposal has entered the first adoption steps within the individual RIRs as well as being recognized by the ASO Address Council as a valid Global Policy Proposal.

Whereas, the Proposal is identified as a global policy development within the scope of the Memorandum of Understanding between ICANN and the ASO.

RESOLVED (2011.04.21.11), the Board requests that the development of the policy proposal entitled "Global Policy for Post Exhaustion IPv4 Allocation Mechanisms by IANA" be followed by ICANN staff in line with the Board's Review Procedures for such policy proposals and instructs the ICANN CEO to assign staff for this purpose.

RATIONALE FOR RESOLUTION 2011.04.21.01.11:

The Global Policy Proposal has reached the discussion stage in all Regional Internet Registries and the time is ripe to start producing and posting Background Reports on the Proposal's status. Directing staff to conduct the required tracking work is in furtherance of ICANN's obligations under the MoU with the ASO and the Board's Review Procedures for Global Internet Number Resource Policies.

There will be a nominal budgetary impact when directing staff to track the Proposal, as ICANN staff is already allocated to the ASO, and the tracking of proposals at this stage require limited staff effort. If approved, future implementation may pose additional impacts on the budget, public and security/stability related issues, but those are not ripe for assessment at this time. Requiring staff tracking at this stage will also allow for advance preparation of a future request from the ASO for ratification of the Proposal.

Resolutions 2011.04.21.01, 201104.21.02, 2011.04.21.03, 2011.04.21.04, 2011.04.21.05, 2011.04.21.06, 2011.04.21.07, 2011.04.21.08, 2011.04.21.09, 2011.04.21.10, and 2011.04.21.11 were approved in a single vote approving the consent agenda items. All Board members present unanimously approved these resolutions. Sébastien Bachollet, Bertrand de la Chapelle, and Erika Mann were unavailable to vote on these resolutions.

George Sadowsky inquired of the need to direct staff to follow the development of the Global Policy Proposal raised in item 2.9.

Ray Plzak described the process that the Board agreed to with the Address Supporting Organization about seven years ago, that requires the Board to pass a resolution directing staff to follow a global policy proposal that's been introduced inside the five RIRs. Ray noted his agreed with George that if staff is already performing this work, there is no need for the Board to direct the staff action and this could be cleaned up in the process.

The Chair noted that the process was carefully created with the address community, though if there was a Board sense that it's time to look at this process, the Board could undertake this issue.

Ray noted that he would follow through on this matter to see if this step could be removed from the process.

Main Agenda

From the BFC - Approval of Increase Of The Registrar Accreditation Application Fee

Potential Conflicts of Interest (as identified by the General Counsel):
Bruce Tonkin for details, see posted Sumary of Statements of Interest - http://www.icann.org/en/board/summary-soi-16mar11-en.htm.

After identification of Bruce Tonkin's conflict of interest, the Chair called for additional discussion on the resolution. Hearing none, Ray Plzak moved and George Sadowsky seconded the following Resolution:

Whereas, in resolution 01.65 the Board approved the charging of an accreditation application fee of USD 2500, without regard to the number of top-level domains for which accreditation is sought, for applications submitted on or after 1 July 2001;

Whereas, since July 2001 no change has been made in that application fee amount;

Whereas, on 22 November 2010 ICANN posted on its website a proposal to complete additional due diligence checks and to increase the accreditation application fee, with a description of the proposed due diligence checks and the reason for increasing the application fee;

Whereas, an online public comment period for the community to submit comments on the proposal, was held;

Whereas, the public comment received was supportive of the proposed enhancements;

RESOLVED (2011.04.21.12), the application fee to be accredited by ICANN as a registrar shall be USD 3,500 for applications submitted on or after 1 July 2011.

RESOLVED (2011.04.21.13) that the Board directs staff to conduct a review of the costs associated with the registrar accreditation application process to determine whether current fees cover those costs.

Twelve Board members voted in favor of Resolutions 2011.04.21.12 and 201.04.21.13. Bruce Tonkin abstained from voting on the Resolutions. Sébastien Bachollet, Bertrand de la Chapelle, and Erika Mann were unavailable to vote. The Resolutions carried.

Rationale for Resolutions 2011.04.21.12-13

Why the Board is addressing the issue now?

This has been a topic of discussion in the community as a means to improve security without the need for full policy development or contract amendments. It has been reviewed by the Finance Committee, and is ripe for decision prior to commencing the next fiscal year.

What are the proposals being considered?

The Board is considering whether or not to approve increase in Registrar Accreditation Application Fee from USD 2,500 to USD 3,500; the first fee increase in 10 years. The Board is also directing staff to do a full review of the costs associated with processing accreditation applications to assure fess and costs are aligned.

What Stakeholders or others were consulted?

The proposed enhancements to the registrar application process and increase in fees were subject to public comment from 22 November 2010 through 21 January 2011; four comments were received, one of them did not fully understand the proposal and the other three expressed full support. The proposed changes to the accreditation process and application fees were presented to the Registrar Stakeholder Group during the ICANN meeting in Cartagena without negative feedback.

What concerns or issues were raised by the community?

The only negative concern raised about the fee increase came from a registrar that incorrectly understood it to mean that this would be an increase in the annual fees paid by registrars. No other concerns about the application fee were raised.

What significant materials did Board review?

A Board paper detailing the proposal and an Annex that spelled out the rationale for the amount of the fee increase relative to the costs of pursuing background checks through a third party provider.

What factors the Board found to be significant?

The community recommendations that enhanced due diligence be undertaken in the registrar application review process. The Board Finance Committee reviewed and approved of the financial rationale for the increase and that it was revenue neutral. The BFC further recommended the additional resolution that a study be conducted about the overall application processing costs so that we can determine how costs align with fees. Finally, there was no stated opposition during the public comment forum.

Are there Positive or Negative Community Impacts?

The enhanced due diligent reviews made possible by this fee increase will enhance the review process, especially at a time where it is expected that there will be an increase in interest in registrar accreditations with the introduction of new gTLDs.

Are there fiscal impacts/ramifications on ICANN (Strategic Plan, Operating Plan, Budget); the community; and/or the public?

The fee increase is designed to be revenue neutral while additional background checks will be added to the application review process.

Are there any Security, Stability or Resiliency issues relating to the DNS?

The proposed due diligence checks have been introduced as a response to security concerns raised by the ICANN community and a desire that the process followed to accredit new registrars be enhanced with such due diligence checks in a revenue neutral fashion.

From the SIC – Approval of Charter for Board Technical Relations Working Group

The Chair introduced this agenda item for discussion.

Steve Crocker raised the broader issue of what is the correct process and timing for consideration of reports generated through working groups or outside contractors, and the need for the Board (through a committee or as otherwise appropriate) to review the work to confirm that there aren't incorrect assumptions or faulty conclusions within that report before it's released for public consumption or comment. The concern is that there is a perception of approval of the report, which may not have been subjected to any internal review cycle or critique to determine if the work of the group is completed.

Ray Plzak confirmed that for this report, the Structural Improvements Committee would be performing such a review over the working group's report. In order to achieve that review cycle, the timeline within the proposed charter would have to be slightly modified to allow for that review to occur.

Steve noted his agreement with this approach.

Reinhard Scholl proposed some additional language for the timeline.

The Chair suggested that, instead of modifying the Charter at the meeting, the language of the resolution be modified to allow for final adjustment of the timetable to account for this further reporting review cycle.

Ray noted his agreement with the Chair's suggestion.

The Chair then moved the Resolution as amended, to allow for a final adjustment of the timetable. Ray Plzak seconded the amended resolution.

The Board then took the following action:

Whereas, on 18 March 2011, the Board resolved to receive the Final Report of the TLG Review and to establish a Board Technical Relations WG, while directing the Structural Improvements Committee (SIC) to develop a Charter for this WG "based upon the report of the TLG review, comments to that review and any other available information, for consideration at the Board meeting of 21 April 2011", at http://www.icann.org/en/minutes/resolutions-18mar11-en.htm#7.

Whereas, the SIC has developed a proposed Charter for the BTR WG.

Whereas, the SIC, at its 11 April 2011 meeting, unanimously agreed to recommending the proposed BTR WG Charter for adoption by the Board.

RESOLVED (2011.04.21.14), the Board approves the BTR WG Charter proposed by the SIC subject to final adjustment of the Charter to include a step for further review and instructs the SIC, in coordination with staff, to support and follow the work of the WG.

All Board members present unanimously approved of Resolution 2011.04.21.14. Sébastien Bachollet, Bertrand de la Chapelle, and Erika Mann were unavailable to vote on the Resolution. The Resolution carried.

Rationale for Resolution 2011.04.21.14:

The proposed action is in direct response to a request from the Board and serves to advance the handling of the TLG review outcome in line with the direction set forth by the Board. While community input was not sought nor necessary for the drafting of this Charter, the WG is expected to consult with the community as it reaches its recommendations. The functioning of the BTR WG will require some support from existing staff and certain limited expenditures. There is no reason to delay this action as it would have very marginal budgetary consequences. This action will not have any input on the security or stability of the DNS.

CEO's Report

The Chair noted that the CEO's report is treated as read, and invited the CEO to provide any additional updates.

The CEO noted that he is pleased with the ongoing collaboration among Internet organization leaders following the February meeting in Miami, including regular calls.

New gTLDs

The Chair identified Directors and Liaisons present at the meeting who have declared conflicts of interests, including Thomas Narten, Bruce Tonkin and Suzanne Woolf, and the Board agreed the identified persons could remain present for the discussion.

The Chair thanked Kurt Pritz, Karen Lentz and the other members of Kurt's team who had the Applicant Guidebook materials out by the stated deadline.

The CEO noted his thanks to the extraordinary efforts of the team that drafted the 26 documents posted on 15 April 2011, as well as his thanks to the Board members that served as topic leaders.

Kurt provided an update to the Board regarding the progress against the timeline passed at the Silicon Valley/San Francisco, and noted that the 15 April 2011 Applicant Guidebook is currently out for public comment. In addition, there is a call planned with the GAC during the Board of Director's retreat in May, in preparation for a 30 May 2011 publication of the Applicant Guidebook.

Kurt provided a brief discussion of additional inputs received, including community discussion on the scope of the IP protections included in the 15 April 2011 Applicant Guidebook, as well as indication of potential issues regarding the scope of the GAC objection procedure. Kurt discussed the possibility of providing a letter to the GAC providing clarification regarding the continued discussions between the Board and the GAC on a few remaining topics, including trademark protection, objection procedures, and post-delegation disputes. Kurt also advised the Board that he was invited to testify at a hearing before the US House of Representatives Subcommittee on Intellectual Property regarding ICANN's new gTLD program.

The Chair invited Heather Dryden to comment on the usefulness of the letter suggested by Kurt.

Heather noted that a letter detailing the next steps for the Board and the GAC would be helpful. Heather noted that the GAC is currently reviewing the 15 April 2011 Applicant Guidebook posting, and after that review, the GAC will be in a better position to engage in phone calls and to clarify matters.

Bruce Tonkin inquired about the timeframe needed by the GAC to continue the review of the recent posting.

Heather noted that at least a week, possibly longer, was required.

The Chair explained that potential calls to discuss issues prior to the GAC/Board consultation in May were being offered in the event they would be helpful to the GAC, while there is likely to be a two-way benefit from the call.

Heather confirmed that if either the GAC or the Board signal that there would be a benefit to the calls, further consideration would be given at that time.

Bruce offered that an earlier briefing call may have a benefit of providing some explanation of the materials, while later calls could address specific question. Bruce suggested that providing an opportunity to take people through the key issues and identify key points for discussion could be useful.

The Chair thanked staff for the update and noted that work would continue.

6.1 Review of Vertical Integration for Existing gTLD Registry Operators

Kurt Pritz provided an update regarding existing gTLD Registry Operator requests to obtain approval to vertically integrate its registry operations with a registrar business, to meet the integrated business model approved in the new gTLD program. Kurt noted that staff provided a letter to an existing Registry Operator indicating that this issue will be resolved and they can hold themselves out in this fashion. NeuStar has now requested that formalization of the ability to vertically integrate be expedited, and staff is therefore recommending that a process be developed to allow this to happen.

The Chair noted this understanding hat this issue is not expressly linked to new gTLDs. Based upon the work performed on this issue, the changes to the registry/registrar market should still move forward. There has been an extensive debate around this issue. While it will certainly happen in the new gTLD program, there also has to be an allowance to migrate to the process for the legacy gTLDs once the migration issues have been worked out.

The General Counsel advised that the prior Board resolutions regarding cross-ownership indicated that existing registry operators would have the opportunity to migrate to the new form of registry agreement, noting that additional conditions may be necessary and appropriate to address the particular circumstances of existing registries. Because of this directive, there was not an ability to move forward net there was clarity on the terms of the registry agreement for use in the new gTLD program, as well as the corresponding code of conduct and identification of specifications that could apply to both existing and future registry operators. Therefore, a new version of the registry agreement has to be approved; the aspects of that agreement that should be adopted by existing registry operators should be identified; and issues related to market power have to be addressed. Staff's recommendation is that the Board authorize staff to draft a process that can be published to the community, as the existing registry agreements would be changed in a manner that would impact others. It is therefore appropriate to take the public comment on the change to the registry agreements.

The CEO confirmed his support of the approach laid out by the General Counsel, and noted that it is important to have community input on this issue.

The Chair noted his concern that there is difficulty presented here because this is not simply about creating the new rules for new TLDs and moving the existing operators towards this rule. Instead, this situation is addressing an existing registry operator looking to adopt the new rules more quickly, while some serious concerns are not yet completed.

Bruce Tonkin advised that it is important to be careful here, and not simply move the existing registry operators to new rules by allowing the addition of a clause permitting cross ownership to the registry agreement while leaving the other terms unchanged. Bruce noted his preference that if the registry operators want the benefit of cross-ownership, there should be an obligation to take on additional elements of the new registry agreement, such as a code of conduct. There has to be a balance.

The Chair agreed with Bruce, and questioned whether the entire process needed to be predicated on the Board approval of the form of registry agreement.

Bruce responded that the new form of registry agreement approved as part of the new gTLD program did not have to necessarily tie to new gTLDs only, but could apply to existing registries as well.

Rita Rodin Johnston noted the concerns of existing registries, that they would like to be able to become registrars now because of the planning and deals being made in preparation for the new gTLD program. There should quickly be a process for existing registries to become registrar. Rita stated that she does not see the link with the new registry agreements, and she does not think it would be proper to require amendment to the current agreement if a registry operator wants to become a registrar, as Bruce was suggesting. The registry operator should be able to be a registrar pursuant to the Board's earlier decision, and when their current agreements expire, they can sign onto the new form of the registry agreement.

The Chair noted his agreement with Rita, and reiterated that as only one term of the existing registry agreements would need to change, that doesn't seem to require a shifting to the new agreement.

The General Counsel noted that allowing a change of the single clause could be "cherry-picking", and there's a concern that registry operators would not take on the same responsibilities that would exist in the new form of registry agreement. In addition, the 5 November 2010 resolution only permits the existing registry operators to transition to the new form of registry agreement, which is not yet approved.

The Chair noted that Board resolutions aren't perfect, and the Board was likely thinking that while the existing registries would be allowed to transition to the new form of agreement, he is not sure that there was the intention that the cross ownership issue be linked to the registry agreement.

The General Counsel summarized that there is a need for a process in order to allow the existing registries to be allowed to serve as registrars, but that process needs to be clear, transparent, published and have public comment on it before ICANN acts on that process.

Rita noted her agreement with that statement. However, part of the reason she understood for the Board's vertical integration decision was that there not be an unintended tying of current registries' hands, and that they should have the ability to compete on equal terms to start planning for new gTLDs. While there has to be a proposal to finalize the registry agreement, Rita noted that she does not see how that impacts the decision to say that existing registries can be registrars with the need applicants.

The General Counsel agreed with Rita's position, and noted that the letter previously provided set that idea out as the intent. In addition, there have been reports that other registries are moving forward in planning and making deals on the basis of serving as a registrar. Therefore, it's unclear why a current registry operation would believe this restriction is currently harming them.

The Chair reiterated that he believes there's a mistake in the resolution to which the General Counsel is referring. The point was not to transition to the registry agreement, but rather to allow the existing registry operators the benefits of the vertical integration decision. That intent is not properly expressed when its limited to adhering to the new registry agreement. The Chair noted that he does not think that the Board agreed or intended that the legacy TLDs would have to sign up to all the new conditions with their legacy TLDs. At the current time, there is a prohibition on owning more than 15% of a registrar, and the Board has agreed to do away with that. In relation to the legacy agreements, how do we transition the legacy registry operators to that intent? The Chair noted his belief that that transition was not intended to bring all existing registry operators over the to the new registry contract for the operation of the legacy TLD, but to have the new contract if they have a new TLD. The Chair does not think staff should regard itself as straight jacketed by that resolution. There needs to be a transition process to allow the current registries and registrars, as appropriate, to move from the vertical separation rule.

The General Counsel noted that the Board's discussion in advance of the 5 November 2010 vote on vertical integration was specifically about the code of conduct and other issues introduced in the proposed registry agreement that were relevant to the cross-ownership issue. The Board discussion included dialogue about how in the new agreement, certain things would be acceptable, though they wouldn't be allowed under the existing agreements. There was specific discussion about the need to transition to a new agreement. No one knew at that time that it would take several months to reach a decision on the form of the new registry agreement. However, in light of those Board discussions, it is appropriate to go back and develop a formalized process that could be vetted by the public about how to address this. It would be premature to just offer a change solely to the cross-ownership provision of the agreement.

Rita commented that she still does not think that the vertical integration decision had anything with saying that an existing registrar would have to cancel their current agreement and sign onto a new one for existing TLDs. Rita requested that the conversation continue offline.

The CEO noted that from an operational standpoint, it's beneficial to ICANN to have as consistent of contracts as possible, and the extent that this provides an appropriate and fair opportunity to migrate to more consistent contracts across all registries, that will have long-term benefits for ICANN and the community in terms of clarity, enforceability and knowledge.

The Chair noted his agreement with the CEO's statement, however questioned making this process contingent on the approval of the new gTLD program. The Chair inquired whether there's any way to get this done faster for those who say they are being prejudiced in the market? The Chair stated that he is in agreement with all other parts; there has to be a process for transitioning, and public comment is necessary. Does that have to wait until the Board approves the program?

The General Counsel noted that placing a process for public comment would bring a decision close to the date of the next official Board meeting. He also offered that staff could return to the existing registry operator to see if there's anything additional that will help set out that they will be able to have cross ownership in new TLDs. There are really two issues here. One is can their business compete. The second is how do we address our contracts fairly. That second issue is too important to rush and risk getting wrong. However, staff can certainly go back and offer additional accommodations, through statements or otherwise, that will help them clearly offer the ability to compete.

The Chair noted that on the condition that that staff will continue working with the community and other existing registry operators on this, the General Counsel's proposal sounds fair.

Rajasekhar Ramaraj then moved and the Ray Plzak seconded the following Resolution:

Whereas, the Board Resolved on 5 November 2010 that ICANN will not restrict cross-ownership between registries and registrars for new gTLDs, and that "ICANN will permit existing registry operators to transition to the new form of registry agreement, except that additional conditions may be necessary and appropriate to address particular circumstances of established registries."

Whereas, current gTLD Registry Agreements include cross-ownership restrictions.

Whereas, ICANN has received inquiries from several Operators about the process to remove the cross-ownership restrictions from their Registry Agreement and/or their ability to apply to become and ICANN-accredited Registrar.

Whereas, the removal of the cross-ownership restrictions for Operators is predicated on first, the Board's approval of the new gTLD Program, and second, the Board's approval of a process for Operators to transition to the new form of Registry Agreement or to request an amendment to their existing registry agreements.

Whereas, the Board anticipates that it will consider the new gTLD Program and the launch of new gTLDs at its meeting in Singapore in June 2011;

RESOLVED (2011.04.21.15), the Board directs the CEO to develop a process for existing gTLD registry operators to transition to the new form of Registry Agreement or to request amendments to their registry agreements to remove the cross-ownership restrictions. This process would be available to existing operators upon Board approval of the new gTLD Program.

Eleven members of the Board approved of Resolution 2011.04.21.15. Rita Rodin Johnston voted in opposition to the Resolution. Peter Dengate Thrush abstained from voting. Sébastien Bachollet, Bertrand de la Chapelle, and Erika Mann were unavailable to vote on the Resolution. The Resolution carried.

RATIONALE FOR RESOLUTION 2011.04.21.15

Why the Board is addressing the issue now?

The Board is addressing this now since they are scheduled to consider the new gTLD Applicant Guidebook on 20 June 2011. On 4 November 2010, ICANN Board Resolved that there should be a means for existing gTLD Registry Operators ("Operators") to transition to the new form of registry agreement, including the removal of restrictions on ownership of registries by registrars and vice-versa. The Operators argue that they need their current restrictions on cross-ownership to be removed on a timely basis in order to be able to compete on a level playing field with registrars that are planning to apply to operate new gTLDs. Approving a process for the existing Operators to pursue removal of their cross-ownership restrictions on a timely basis in conjunction with the Board's approval of the new gTLD Program would cause ICANN to appear to be responsive to the Operators' requests.

What concerns or issues were raised by the community?

The Operators argue that they need their current restrictions on cross-ownership to be removed on a timely basis in order to be able to compete with registrars that are planning to apply to operate new gTLDs. There are no current restrictions that prevent registrars from applying to operate new gTLD Registry Operators.

Are there Positive or Negative Community Impacts?

There are positive community impacts as existing gTLD Registry Operators would be in a position to have their cross-ownership restrictions removed and that would put them on a level playing field with new gTLD Registry Operators.

Are there fiscal impacts/ramifications on ICANN (Strategic Plan, Operating Plan, Budget); the community; and/or the public?

There are no foreseen fiscal impacts/ramifications associated with approval of this Resolution on the Strategic Plan, the Operating Plan and/or the Budget. There is no information available at this time of the fiscal impacts/ramifications on the community or the public.

Are there any security, stability or resiliency issues relating to the DNS?

There are no known issues relating to the security, stability or resiliency of the DNS at this time.

ATRT

7.1 Board Management of ATRT Recommendations

Denise Michel provided an update for the Board on the implementation of the Accountability and Transparency Review Team recommendations. Denise discussed a proposed recommendation for the delegation of oversight of the implementation work among existing Board committees, as well as the potential to consider appointing a temporary ATRT implementation group of Board and GAC members to oversee the implementation work for the GAC-related recommendations.

The Chair inquired as to whether there had been any discussions with the GAC about their inclusion in this process, and the creation of a temporary working group to look at the implementation of the ATRT recommendations.

Denise confirmed that there had not been extensive discussions with this GAC on this item.

Jamie Hedlund offered that he and the chair of the GAC had some informal discussions about this, and while Heather Dryden was not speaking on behalf of the GAC, there seemed to be some openness to the idea of setting up a group separate from the ongoing Joint Board/GAC Working group and open to the entire GAC for participation.

Heather confirmed that there has been limited discussion. Heather mentioned that as there's currently a Board/GAC Joint Working Group on the review of the role of the GAC, she was not prepared to see a resolution on this topic. Heather noted that she has questions about how the temporary group would relate to the existing group, including its mandates and timing. Would the temporary group be convened only after the current efforts are concluded? Would they be consecutive? Heather asked for clarification on the staff recommendation.

The Chair noted that the current Joint Working Group has its own charter, timetable and set of responsibilities. The anticipated for the temporary group is narrower and more specific. This would be a dedicated focus group to deal with a particular set of issues, with a new timetable and its own set of responsibilities. The ATRT and the community are looking for progress and, that could be a basis for having this separate set of responsibilities.

Denise confirmed that the Chair's explanation is part of the rationale for this recommendation. Given that the Joint Working Group was chartered in June 2009, and its charter is broader than what is needed to address the ATRT recommendations, it was thought that in order to come close to the deadlines recommended by the ATRT, a smaller and more focused group could move more quickly in providing guidance and ideas on implementation. Their work, of course, would be coordinated with the outcomes of the Joint Working Group. Denise clarified that this is simply a staff idea of one way to deal with these recommendations.

Ray Plzak noted that there is likely to be a lot of interest from the GAC to participate in such a group, and challenged the suggestion that the temporary group would be a streamlined body. Ray asked Heather if she anticipated that the GAC would operate differently for this group as it has in its participation in the Joint Working Group.

Heather confirmed that it would be a very similar level of participation. There would likely be the same smaller group within the GAC with more activity on certain topics. Heather noted that the work of the Joint Working Group is very linked to the ATRT recommendations, though that work may be more detailed and include recommendations beyond those captured in the ATRT report. Heather commented that if the current Joint Working Group finishes its work in June as planned, then it makes sense to consider having a group continue where the Joint Working Group left off. Otherwise, it appears that the same types of issues will be under consideration in both groups, with some of the same people participating.

The Chair asked if Heather was suggesting that the Board wait for the Joint Working Group to issue its report prior to starting the ATRT work.

Heather confirmed that that is more or less her suggestion. If the Board wanted to anticipate the second working group and identify who would participate on it, there may be some work that could be completed before June, but it is not likely that the substantive work would be started until the report of the first Joint Working Group is completed.

The Chair asked Denise how that affects ICANN's obligation under the Affirmation of Commitments, to received and act on the report in June.

Denise confirmed that the obligation is for the Board to act in June, though the Affirmation of Commitments does not specify what the action needs to be. Staff has prepared a recommended timeline for each of the recommendations, and there's essentially six recommendations that deal with the GAC. Three were presented by the ATRT with proposed timelines of March 2011, and the other three do not specify a timeline.

The Chair asked Denise if there are things that the Board or staff can do to advance the implementation of the GAC-related recommendations prior to GAC involvement.

Denise noted that staff has and can continue to provide suggestions and recommendations for action and changes in processes, and await Board and GAC feedback.

The Chair inquired whether the Board could appoint the Board-side of the temporary working group to do some work while waiting for the Joint Working Group report, or if it is best to put all of this on hold until the report is issued. There is a bit of collision of process here, as there is an ongoing group that is already working on improvements to various aspects of the GAC, and the ATRT report looks at many of those same issues.

Denise noted that it could be valuable if interested Board members had specific ideas of what they wanted to work on in the interim, and then that would could be followed up on after the Joint Working Group report.

The Chair asked for Ray's suggestion on how to proceed, as Ray is the Chair of the Joint Working Group.

Ray noted that he agrees with Heather in terms of timing, and that there are some details that will come out of the Joint Working Group report that will address the ATRT recommendations. Ray stated that he's hesitant to do anything other than start a new working group once the current group is finished, partially because the GAC has a lot on its plate and its meeting time is limited. Any planning for work involving the GAC has to incorporate how the GAC operates. While the Board could certainly form a Board group that could start working on things, however the terms of reference for that group would have to be worked out with the GAC.

Heather commented that the work in the Joint Working Group has been very positive and much of the report is already in place. There's good substance and detail and explanations captured, and the goal is to finalize in June. This is a priority for the GAC, and clearly a priority for the Board as well. There are useful recommendations that will come out of this work.

The Chair asked if the Joint Working Group already looked at or considered the ATRT recommendations and if any of those recommendations had already been incorporated into the existing work.

Heather and Ray confirmed that the Joint Working Group helped inform the ATRT Recommendations, rather than the ATRT informing the work of the Joint Working Group.

Ray explained that the Joint Working Group met separately with the ATRT, and the takeaways from that meeting appear to help shape the ATRT report.

Bruce Tonkin noted that the Board has to be careful to not keep creating working groups, as it then requires additional staff support as well as further taxing the Board members. Bruce suggested that as there is already a Joint Working Group, could we ask that the Joint Working Group take this new information – the ATRT recommendations and consider that information and provide a brief report? The outcomes of that report could be varied for example it could be agreement, it could be that more time is needed to complete the work, it could be a recommendation new group should be formed.

Denise confirmed that having the Board request that the Joint Working Group address the ATRT recommendations could be helpful.

The Chair noted that the Board could request the Joint Working Group to review the recommendations and needed and provide comments regarding what should be done to address the recommendations within the forthcoming report.

Denise noted that staff could support that effort.

Heather confirmed that this is similar to what the Joint Working Group would be doing anyway.

The Chair then turned to the consideration of the allocation of the remainder of the ATRT recommendations to the committees of the Board, and noted that the allocation seems to be appropriate.

The Chair then moved and Bruce Tonkin seconded the following resolution:

Whereas, the Accountability and Transparency Review Team (ATRT) Report provided 27 recommendations to improve ICANN, and the Affirmation of Commitments obligates ICANN to take action on the Report by 30 June 2011;

Whereas, implementation of these recommendations will require significant Board work, and extensive coordination with key community groups (including the Governmental Advisory Committee) and staff;

RESOLVED (2011.04.21.16), the Board tasks the following Board Committees to address the specified ATRT recommendations in the attached document.

All Board members in attendance unanimously approved of Resolution 2011.04.21.16. Sébastien Bachollet, Bertrand de la Chapelle, and Erika Mann were unavailable to vote on the Resolution. The Resolution carried.

RATIONALE FOR RESOLUTION 2011.04.21.16:

As required by the Affirmation of Commitments, the recommendations resulting from the Accountability and Transparency Review Team (ATRT) were provided to the Board and posted for public comment. Public comments were supportive of the ATRT report and staff's due diligence resulted in advice that ICANN move forward with implementation of the ATRT's recommendations. Staff provided initial, proposed plans that demonstrated ICANN's ability to implement the recommendations and provided estimated resource costs. The Board asked staff to work with affected organizations and develop final implementation plans for Board approval, and notes that ICANN has already made progress on implementation of several operational changes called for by the ATRT.

Implementation of the 27 ATRT recommendations will require significant Board work, and extensive coordination with key community groups (including the Governmental Advisory Committee) and staff. To help ensure implementation moves forward expeditiously, the Board is delegating recommendation implementation work to relevant Board Committees and the GAC/Board Joint Working Group.

7.2 Estimated Budget Implications of ATRT Recommendations for FY2012 Budget

Rajasekhar Ramaraj raised the question of formally assigning the Finance Committee with the responsibility for oversight of budget recommendations to meet the ATRT recommendations. Given the amount of the proposed budget, and the need to address the source of funding, Ramaraj suggested that the Finance Committee is the proper place for this discussion to occur prior to providing recommendations to the Board.

The Chair and Bruce Tonkin, Rita Rodin Johnston, Ray Plzak and Cherine Chalaby each expressed support for Ramaraj's proposal.

The Chair and Ramaraj then discussed the timing of the Finance Committee's consideration of the ATRT implementation funding, at its 10 May 2011 meeting, and the Finance Committee would then report back to the Board.

Akram Atallah noted that the reason that a resolution recommending approval of the ATRT implementation budget was provided to the Board for consideration at this meeting is that ICANN needs to start on the implementation work, following from the Board's resolution in March noting that all of the recommendations are capable of implementation. The longer it takes for the Board to decide on the approval of the budget, the less that staff can do towards implementation.

The Chair confirmed that items that do not have major budgetary implications can proceed toward implementation. The Chair asked Ramaraj whether a delay of Board approval is effectively putting the implementation of the ATRT recommendations on hold.

Ramaraj noted that one of the concerns is the increase in the estimated budget since the last meeting. Though there is an urgency here, a process of allowing spending and then retroactively approving that spending does not make sense. How is the Board to approve something when it does not know what it is approving? The Board needs to understand the increase.

Akram responded that the last budget that had been presented had US$965,000 plus four full time employees (FTEs). The four FTEs amount to $US680,000. There was also an additional US$1,000,000 added for GAC-related activities. The consideration of the GAC-related funding could be postponed until there's further review, and then staff could proceed with the remainder of the recommendations that do not involve the GAC.

The Chair noted that instead of having the full Board discuss the various allocations and changes, the BFC seems to be the proper place to delve into this topic. An expenditure of this magnitude needs to be reviewed fully, even if it does delay the implementation of some of the recommendations.

Ramaraj then moved and the Chair seconded the following resolution:

Whereas, the Board has found that the Accountability and Transparency Review Team's (ATRT's) recommendations have the potential to advance ICANN's transparency and accountability objectives and may be implemented by ICANN following careful and transparent consideration, and with the necessary support and resources;

Whereas, an estimated US$2,600,000 will be required to complete ATRT implementation activities in FY2012;

RESOLVED (2011.04.21.17), the Board asks the BFC to consider the FY2012 ATRT implementation funding as detailed by staff and to report back to the Board at its next meeting.

All Board members present unanimously approved Resolution 2011.04.21.17. Sébastien Bachollet, Bertrand de la Chapelle, and Erika Mann were unavailable to vote on the Resolution. The Resolution carried.

RATIONALE FOR RESOLUTION 2011.04.21.17

The Board noted previously that all 27 of the ATRT recommendations have the potential to advance ICANN's transparency and accountability objectives and may be implemented by ICANN following careful and transparent consideration, and with the necessary support and resources. The Board recently asked staff to work with affected organizations and develop final implementation plans for Board approval, and noted that ICANN has already made progress on implementation of several operational changes called for by the ATRT. The Board is doing due diligence on the implementation of the recommendations and wants to ensure that the fiscal year 2012 budget, which is being finalized, includes appropriate funds for these activities.

The Board has approved inclusion of additional funding in the FY2012 budget for implementation of the ATRT recommendations, and reiterates its commitment to advancing ICANN's accountability and transparency.

.NET AGREEMENT RENEWAL

Kurt Pritz provided a brief update to the Board on the .NET Agreement Renewal status. On 11 April 2011, the VeriSign-proposed renewal was posted for public comment. Kurt noted that the agreement is essentially the same as the existing agreement, and explained two notable changes. One is that the agreement allows VeriSign to take action to prevent registration of particular domain names to protect the security and the stability of the DNS. For example, in a Conficker-type situation, VeriSign can take action immediately and notify ICANN. The proposed agreement also allows VeriSign to provide special training, technical support, marketing or incentive programs directed to registrars located in underserved geographies. The financial provisions are consistent with the existing agreement. VeriSign will continue to contribute 75 cents per registration to ICANN, and there will be an allowance for price increases. The current agreement is set to expire on 30 June 2011, so the Board will need to consider the renewal agreement prior to that date.

The Chair noted that no action was required at this time.

IDN ccTLD DELEGATIONS

Elise Gerich noted that this agenda item was provided with the anticipation that that the Board IANA Committee would have finalized a recommendation prior to the Board meeting. However, the IANA Committee decided to continue this discussion. Therefore, this item, regarding the clarification of terminology in delegation and redelegation processes, is withdrawn from the agenda pending further work and recommendation from the IANA Committee.

Kuo-Wei Wu, the Chair of the IANA Committee, confirmed that discussion was still ongoing at the committee level.

Heather Dryden inquired about the potential relationship of the work anticipated under this item to the work in the ccNSO regarding ccTLD delegation/redelegation and retirement. The GAC participates as part of that working group.

Kuo-Wei noted that the GAC will be an important stakeholder within this conversation.

Thomas Narten noted that there is urgency in having a recommendation out of the committee regarding this terminology issue, so that the Board can use this when considering delegations.

The Chair noted the issue appears to be what should the Board do in considering the applications arising out of the Fast Track process while the ccNSO is undertaking the broader work on the fundamental issue of delegations and redelegations.

Elise explained that the ccNSO working group completed its report, and work is ongoing to start a framework for interpretation of that guidance. Until that is complete, there is a day-to-day responsibility to meet the operational work of processing delegation and redelegation requests. The IANA Committee work will be focused upon providing interim guidance to the Board so that the day-to-day work can proceed while the broader ccNSO work is being finalized. This work will provide some interim guidelines.

Heather noted that she has commented previously on this issue and provided the GAC perspective. Heather suggested that the IANA Committee may wish to explore more formally inviting discussion or consultation with the GAC on that topic. Heather confirmed the GAC would want to respond quickly in light of the challenges faced in processing applications. Heather looks to work with Kuo-Wei on this item.

Kuo-Wei invited Heather to join the next IANA Committee discussion at this topic, to assist in finding a solution on this sensitive topic.

9.1 Delegation of الجزائر ("Al Jazair") representing Algeria in Arabic

Ray Plzak moved and Rita Rodin Johnston seconded the Resolution before the Board.

The Chair then called for discussion on the Resolution.

Mike Silber noted that he had a concern with the local community support component reported to the Board, and suggested that this delegation be postponed. Mike noted that he has been consistent in this request over the past 18 months.

The Chair noted that the Board is in a difficult position. There have been a number of delegations approved through the Fast Track process that raise a similar concern. The decision was make that based on the enthusiasm for the Fast Track, the potential of waiting one to two years for the ccNSO work to complete required the Board to move forward in approvals. The Chair noted that he is prepared to continue on that same course.

Ray stated that the Chair's observation was interesting, that the Board keeps moving ahead while the ccNSO work is ongoing. This could give incentive to slow down the work in the ccNSO as the Board is approving items anyway and setting precedent. Ray questioned whether the Board is co-opting the ccNSO process.

The Chair explained that the special treatment of the Fast Track has been made clear. There are a limited number of approvals, and they are a small portion of the ccTLD space. The Chair did not agree that the Board is accepting precedent that the ccNSO will feel bound by.

Ray inquired where the Board will draw the line.

Bruce Tonkin noted that there are a couple of protections available. First, there is a redelegation process, if the community later felt that the operator was inappropriate. Second, it is within redelegations that Bruce pays more attention to the local community support issue. If there's a request to move from one operator to the next, the Board should expect to see outreach to understand that the move is one that the community using that ccTLD wants. Therefore, there's relatively low risk in accepting the Fast Track delegations.

The Chair noted his agreement with Bruce. Further, the Chair commented that that in many cases, the Fast Track delegation is to the same entity that is managing the ASCII ccTLD for the country or territory, though not always.

Cherine Chalaby noted agreement with the Chair, that there is no rationale for rejecting the delegations at this time. Instead, ICANN should be encouraging the use of IDNs, instead of seeking to discourage use.

The Board then took the following action:

Whereas, Algeria is currently listed in the ISO 3166-1 standard;

Whereas, االجزائر ("al-Jazair"), encoded as "xn--lgbbat1ad8j", is a string that has been deemed to appropriately represent Algeria through the IDN Fast Track process;

Whereas, ICANN has received a request for delegation of .الجزائر to Centre de Recherche sur l'Information Scientifique et Technique (CERIST);

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

RESOLVED (2011.04.21.18), that the proposed delegation of the .الجزائر top-level domain to CERIST is approved.

Eleven Board members approved of Resolution 2011.04.21.18. Mike Silber opposed the Resolution. Ray Plzak abstained from voting on the Resolution. Sébastien Bachollet, Bertrand de la Chapelle, and Erika Mann were unavailable to vote on the Resolution. The Resolution carried.

RATIONALE FOR RESOLUTION 2011.04.21.18

Why the Board is addressing the issue now?

Staff present delegation and redelegation requests for country-code domains to the Board for decision, once staff are satisfied the applicant has provided a sufficiently complete application that has a reasonable prospect of a positive Board decision. In line with ICANN's commitments to perform timely processing of requests relating to the IANA function, and the DNS root zone in particular, the ICANN Board seeks to evaluate such requests at its next scheduled Special Meeting.

What is the proposal being considered?

The proposal is to approve a request to IANA to change or designate the sponsoring organisation (also known as the manager or trustee) of a country-code top-level domain. In line with established practice, the ICANN Board is involved in making the decision to proceed with such requests as one step of this multi-step process.

Which stakeholders or others were consulted?

In the course of evaluating a delegation application, ICANN staff consults with the applicant, the current operator (if applicable), and other directly connected parties. In line with ICANN's practice of keeping incomplete root zone change requests in confidence, ICANN has not performed open consultation on this matter.

What concerns or issues were raised by the community?

Any concerns or issues are raised within the public report that will be published in conjunction with this action. This report will be published on the IANA website at http://www.iana.org/ should the root zone change request has successfully completed final processing, usually 1-2 months after the Board's decision.

What significant materials did the Board review?

The Board is involved in assessing requests against a variety of public interest criteria. This criteria includes establishing the country-code is eligible (e.g. listed in the ISO 3166-1 standard); establishing the proposed manager is supported by the local Internet community; establishing the proposed operator is operationally and technically competent; establishing the proposed manager is based locally and bound under local law; establishing the proposed manager operates fairly and equitably; establishing that in cases there is a transfer of operations that an appropriate plan is in place to preserve ongoing stability of the domain; and establishing that the action is compatible with any applicable local laws and regulations. During the staff compilation process, the applicant is asked to provide a variety of materials in support of these various aspects. Pertinent information from these supplied materials and other staff research is provided to the Board, and published in a public report at the end of implementing an approved request.

What factors the Board found to be significant?

The Board considers factors described in the public report, in relation to the basic principles of country-code domain delegation described earlier.

Are there positive or negative community impacts?

The timely approval of country-code domain name managers that meet the various public interest criteria is positive toward ICANN's overall mission, and the local communities to which country-code top-level domains are designated to serve.

Are there fiscal impacts or ramifications on ICANN (strategic plan, operating plan, budget); the community; and/or the public?

The administration of country-code delegations in the DNS root zone is part of the IANA functions, and the delegation action should not cause any significant variance on pre-planned expenditure. It is not the role of ICANN to assess the fiscal impact of the internal operations of country-code top-level domains within a country, other than ensuring the operator is based in country and has the appropriate mechanisms to allow the local Internet community to properly oversee the domain's ongoing operation.

Are there any security, stability or resiliency issues relating to the DNS?

For country-code top-level domain delegations, ICANN seeks to approve only such requests where reasonable concerns have been satisfactorily addressed, and the proposed new manager has demonstrated a sufficient level of operational and technical competency where such concerns should be minimal.

9.2 Delegation of المغرب ("al-Maghrib") representing Morocco in Arabic

The Chair noted that many of the same concerns raised in consideration of the prior resolution would be applicable here.

Cherine Chalaby moved and George Sadowsky seconded the resolution before the Board.

The Chair called for further discussion, and hearing none, the Board took the following action:

Whereas, المغرب ("al-Maghrib"), encoded as "xn--mgbc0a9azcg" is a string that has been deemed to appropriately represent Morocco through the IDN Fast Track process.

Whereas, ICANN has received a request for delegation of .المغرب to the Agence Nationale de Réglementation des Télécommunications.

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

RESOLVED (2011.04.21.19), the proposed delegation of the .المغرب domain to the Agence Nationale.

Twelve Board members approved of Resolution 2011.04.21.19. Mike Silber opposed the Resolution. Sébastien Bachollet, Bertrand de la Chapelle, and Erika Mann were unavailable to vote on the Resolution. The Resolution carried.

Mike Silber stated that his opposition is based on the same reasons explained in discussion of the prior resolution.

RATIONALE FOR RESOLUTION 2011.04.21.19

Why the Board is addressing the issue now?

Staff present delegation and redelegation requests for country-code domains to the Board for decision, once staff are satisfied the applicant has provideda sufficiently complete application that has a reasonable prospect of a positive Board decision. In line with ICANN's commitments to perform timely processing of requests relating to the IANA function, and the DNS root zone in particular, the ICANN Board seeks to evaluate such requests at its next scheduled Special Meeting.

What is the proposal being considered?

The proposal is to approve a request to IANA to change or designate the sponsoring organisation (also known as the manager or trustee) of a country-code top-level domain. In line with established practice, the ICANN Board is involved in making the decision to proceed with such requests as one step of this multi-step process.

Which stakeholders or others were consulted?

In the course of evaluating a delegation application, ICANN staff consults with the applicant, the current operator (if applicable), and other directly connected parties. In line with ICANN's practice of keeping incomplete root zone change requests in confidence, ICANN has not performed open consultation on this matter.

What concerns or issues were raised by the community?

Any concerns or issues are raised within the public report that will be published in conjunction with this action. This report will be published on the IANA website at http://www.iana.org/ should the root zone change request has successfully completed final processing, usually 1-2 months after the Board's decision.

What significant materials did the Board review?

The Board is involved in assessing requests against a variety of public interest criteria. This criteria includes establishing the country-code is eligible (e.g. listed in the ISO 3166-1 standard); establishing the proposed manager is supported by the local Internet community; establishing the proposed operator is operationally and technically competent; establishing the proposed manager is based locally and bound under local law; establishing the proposed manager operates fairly and equitably; establishing that in cases there is a transfer of operations that an appropriate plan is in place to preserve ongoing stability of the domain; and establishing that the action is compatible with any applicable local laws and regulations. During the staff compilation process, the applicant is asked to provide a variety of materials in support of these various aspects. Pertinent information from these supplied materials and other staff research is provided to the Board, and published in a public report at the end of implementing an approved request.

What factors the Board found to be significant?

The Board considers factors described in the public report, in relation to the basic principles of country-code domain delegation described earlier.

Are there positive or negative community impacts?

The timely approval of country-code domain name managers that meet the various public interest criteria is positive toward ICANN's overall mission, and the local communities to which country-code top-level domains are designated to serve.

Are there fiscal impacts or ramifications on ICANN (strategic plan, operating plan, budget); the community; and/or the public?

The administration of country-code delegations in the DNS root zone is part of the IANA functions, and the delegation action should not cause any significant variance on pre-planned expenditure. It is not the role of ICANN to assess the fiscal impact of the internal operations of country-code top-level domains within a country, other than ensuring the operator is based in country and has the appropriate mechanisms to allow the local Internet community to properly oversee the domain's ongoing operation.

Are there any security, stability or resiliency issues relating to the DNS?

For country-code top-level domain delegations, ICANN seeks to approve only such requests where reasonable concerns have been satisfactorily addressed, and the proposed new manager has demonstrated a sufficient level of operational and technical competency where such concerns should be minimal.

9.3 Delegation of the .срб ("srb") domain representing Serbia in Cyrillic

Mike Silber moved and George Sadowsky seconded the resolution before the Board.

The Board then took the following action:

Whereas, Serbia is currently listed in the ISO 3166-1 standard;

Whereas, срб ("srb"), encoded as "xn--90a3ac", is a string that has been deemed to appropriately represent Serbia through the IDN Fast Track process;

Whereas, ICANN has received a request for delegation of .срб to Serbian National Register of Internet Domain Names (RNIDS);

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

RESOLVED (2011.04.21.20), the proposed delegation of the .срб top-level domain to Serbian National Register of Internet Domain Names is approved.

All Board members present unanimously approved of Resolution 2011.04.21.20. Sébastien Bachollet, Bertrand de la Chapelle, and Erika Mann were unavailable to vote on the Resolution. The Resolution carried.

RATIONALE FOR RESOLUTION 2011.04.21.20

Why the Board is addressing the issue now?

Staff present delegation and redelegation requests for country-code domains to the Board for decision, once staff are satisfied the applicant has provided a sufficiently complete application that has a reasonable prospect of a positive Board decision. In line with ICANN's commitments to perform timely processing of requests relating to the IANA function, and the DNS root zone in particular, the ICANN Board seeks to evaluate such requests at its next scheduled Special Meeting.

What is the proposal being considered?

The proposal is to approve a request to IANA to change or designate the sponsoring organisation (also known as the manager or trustee) of a country-code top-level domain. In line with established practice, the ICANN Board is involved in making the decision to proceed with such requests as one step of this multi-step process.

Which stakeholders or others were consulted?

In the course of evaluating a delegation application, ICANN staff consults with the applicant, the current operator (if applicable), and other directly connected parties. In line with ICANN's practice of keeping incomplete root zone change requests in confidence, ICANN has not performed open consultation on this matter.

What concerns or issues were raised by the community?

Any concerns or issues are raised within the public report that will be published in conjunction with this action. This report will be published on the IANA website at http://www.iana.org/ should the root zone change request has successfully completed final processing, usually 1-2 months after the Board's decision.

What significant materials did the Board review?

The Board is involved in assessing requests against a variety of public interest criteria. This criteria includes establishing the country-code is eligible (e.g. listed in the ISO 3166-1 standard); establishing the proposed manager is supported by the local Internet community; establishing the proposed operator is operationally and technically competent; establishing the proposed manager is based locally and bound under local law; establishing the proposed manager operates fairly and equitably; establishing that in cases there is a transfer of operations that an appropriate plan is in place to preserve ongoing stability of the domain; and establishing that the action is compatible with any applicable local laws and regulations. During the staff compilation process, the applicant is asked to provide a variety of materials in support of these various aspects. Pertinent information from these supplied materials and other staff research is provided to the Board, and published in a public report at the end of implementing an approved request.

What factors the Board found to be significant?

The Board considers factors described in the public report, in relation to the basic principles of country-code domain delegation described earlier.

Are there positive or negative community impacts?

The timely approval of country-code domain name managers that meet the various public interest criteria is positive toward ICANN's overall mission, and the local communities to which country-code top-level domains are designated to serve.

Are there fiscal impacts or ramifications on ICANN (strategic plan, operating plan, budget); the community; and/or the public?

The administration of country-code delegations in the DNS root zone is part of the IANA functions, and the delegation action should not cause any significant variance on pre-planned expenditure. It is not the role of ICANN to assess the fiscal impact of the internal operations of country-code top-level domains within a country, other than ensuring the operator is based in country and has the appropriate mechanisms to allow the local Internet community to properly oversee the domain's ongoing operation.

Are there any security, stability or resiliency issues relating to the DNS?

For country-code top-level domain delegations, ICANN seeks to approve only such requests where reasonable concerns have been satisfactorily addressed, and the proposed new manager has demonstrated a sufficient level of operational and technical competency where such concerns should be minimal.

UPDATE ON NOTICE OF INQUIRY REGARDING THE IANA FUNCTIONS CONTRACT

Jamie Hedlund provided a brief summary to the Board on the scope of community participation in the NOI, noting that more than 85% of the comments were supportive of ICANN, and that many of the comments focused on providing greater transparency surrounding the root zone processing.

ANY OTHER BUSINESS

Steve Crocker noted his dissatisfaction with the preparation for the discussion on cross-ownership, and his expectation that the issues should have been better laid out so that the Board was not engaged in fresh problem solving in the middle of a meeting. It consumed a significant amount of Board time.

The Chair noted that issues such as this one do not go through a committee process, where that type of analysis would take place.

Ray Plzak confirmed the Chair's statement, that there will always be discussions that don't fall within the purview of one of the Board committees. For this topic, it happened to be the firs time the Board could discuss this issue. If there is a better way to have these discussions, that's fine, but given the issues involved, even if there had been committee work on this issue, the conversation would likely have turned out the same way.

The Chair confirmed that the Board could consider how this can be improved in the future, though there will always be issues requiring significant Board discussion.

The Chair then called the meeting to a close.

Minutes | Special Meeting of the Board of Directors 21 April 2011

Confidential Personnel Matter: Approval of Recommendations re Ombudsman Compensation – Executive Session

Consent Agenda

Main Agenda

Confidential Personnel Matter: Approval of Recommendations re Ombudsman Compensation – Executive Session

Consent Agenda

2.1 Approval of Minutes of 18 March 2011 ICANN Board Meeting

2.2 From the BGC – Organizational Meeting to Fill Leadership Vacancies

RATIONALE FOR RESOLUTION 2011.04.21.04:

2.3 From the BGC – Revised Code of Conduct

RATIONALE FOR RESOLUTION 2011.04.21.05:

2.4 From the BGC – Input on Academia Representation on NomCom

RATIONALE FOR RESOLUTION 2011.04.21.06:

2.5 From the BGC Approval of Members of Board Technical Relations Working Group

RATIONALE FOR RESOLUTIONS 2011.04.21.07:

2.6 From the SIC Approval of ccNSO Review Implementation Actions

RATIONALE FOR RESOLUTION 2011.04.21.08:

2.7 From the BFC - Formalization of Planning Committee for existing employee retirement savings accounts (401K)

RATIONALE FOR RESOLUTION 2011.04.21.09:

2.8 Approval of Redelegation of .KP (Korea, Democratic People's Republic)

RATIONALE FOR RESOLUTION 2011.04.21.10:

2.9 Approval of Tracking of Global Policy for Post Exhaustion IPv4 Allocation Mechanisms by IANA

RATIONALE FOR RESOLUTION 2011.04.21.01.11:

Main Agenda

From the BFC - Approval of Increase Of The Registrar Accreditation Application Fee

Rationale for Resolutions 2011.04.21.12-13

From the SIC – Approval of Charter for Board Technical Relations Working Group

Rationale for Resolution 2011.04.21.14:

CEO's Report

New gTLDs

6.1 Review of Vertical Integration for Existing gTLD Registry Operators

RATIONALE FOR RESOLUTION 2011.04.21.15

ATRT

7.1 Board Management of ATRT Recommendations

RATIONALE FOR RESOLUTION 2011.04.21.16:

7.2 Estimated Budget Implications of ATRT Recommendations for FY2012 Budget

RATIONALE FOR RESOLUTION 2011.04.21.17

.NET AGREEMENT RENEWAL

IDN ccTLD DELEGATIONS

9.1 Delegation of الجزائر ("Al Jazair") representing Algeria in Arabic

RATIONALE FOR RESOLUTION 2011.04.21.18

9.2 Delegation of المغرب ("al-Maghrib") representing Morocco in Arabic

RATIONALE FOR RESOLUTION 2011.04.21.19

9.3 Delegation of the .срб ("srb") domain representing Serbia in Cyrillic

RATIONALE FOR RESOLUTION 2011.04.21.20

UPDATE ON NOTICE OF INQUIRY REGARDING THE IANA FUNCTIONS CONTRACT

ANY OTHER BUSINESS

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