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Board Activities and Meetings

View records of actions and decisions made by the ICANN Board from recent activities and meetings.

Preliminary Report | Organizational Meeting of the ICANN Board | 22 September 2022

Formal Minutes are still to be approved by the ICANN Board.

Note: This Preliminary Report has not been approved by the Board and does not constitute minutes. It does set forth the unapproved reporting of the resolutions from that meeting. Details on voting and abstentions will be provided in the Minutes, when approved at a future meeting.

NOTE ON ADDITIONAL INFORMATION INCLUDED WITHIN PRELIMINARY REPORT – ON RATIONALES – Where available, a draft Rationale for each of the Board's actions is presented under the associated Resolution. A draft Rationale is not final until approved with the minutes of the Board meeting.

An Organizational Meeting of the ICANN Board of Directors was held in person in Kuala Lumpur, Malaysia, on 22 September 2022, at 10:30 local time.

Maarten Botterman promptly called the meeting to order.

In addition to Maarten, the following Directors participated in all or part of the meeting: Alan Barrett, Becky Burr, Chris Chapman, Edmon Chung, Sarah Deutsch, Avri Doria, Danko Jevtović, Christian Kaufmann, Göran Marby (President and CEO), Patricio Poblete, Sajid Rahman, León Sánchez , Katrina Sataki, Matthew Shears, and Tripti Sinha.

The following Board Liaisons participated in all or part of the meeting: Harald Alvestrand (IETF Liaison), Manal Ismail (GAC Liaison), James Galvin (SSAC Liaison), and Wes Hardaker (RSSAC Liaison).

Secretary: John Jeffrey (General Counsel and Secretary).

  1. Main Agenda:
    1. Election of ICANN Board Chair
    2. Election of ICANN Board Vice-Chair
    3. Appointment of Membership and Leadership of Board Committees
    4. Confirmation of Officers of ICANN
  2. PTI Member Meeting:
    1. Annual Meeting of the Member
    2. Election of PTI President
    3. Election of PTI Board Members

 

  1. Main Agenda:

    1. Election of ICANN Board Chair

      Maarten Botterman opened the meeting and welcomed the new Board members. He explained the purpose of the Organizational Meeting. He thanked the Board for the opportunity to serve as their Chair for the past three years. Maarten then introduced the following motion.

      Following discussion, Maarten called for vote and the Board took the following action:

      Resolved (2022.09.22.32), Tripti Sinha is elected as Chair of the Board.

      All members of the Board unanimously approved of Resolution 2022.09.22.32. The Resolution carried.

    2. Election of ICANN Board Vice-Chair

      Maarten then handed the rest of the meeting over to the newly elected Chair to continue the meeting. The newly elected Chair thanked the Board for entrusting her with the role of Board Chair. She then read the proposed resolution into the record.

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

      Resolved (2022.09.22.33), Danko Jevtović is elected as Vice-Chair of the Board.

      All members of the Board unanimously approved Resolution 2022.09.22.33. The Resolution carried.

      The new Board Chair thanked Maarten and León for their service and leadership during the past three years, especially navigating the changes due to COVID-19. Maarten thanked the Board for their heartwarming support during his tenure as Board Chair and expressed his commitment to continue serving the Board with the same dedication during his remaining term. León stated that it has been a privilege to serve the Board and the community and pledged to continue to do so in his remaining term.

    3. Appointment of Membership and Leadership of Board Committees

      Sarah Deutsch introduced the agenda item and read the proposed slate of members to serve on various Board Committees. She noted that the Board Governance Committee worked with the Board to develop the following slate.

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

      Resolved (2022.09.22.34), membership and leadership of the following Board Committees is established as follows:

      Accountability Mechanisms Committee

      León Sánchez (Chair)
      Alan Barrett
      Becky Burr
      Edmon Chung
      Sarah Deutsch
      Patricio Poblete
      Katrina Sataki

      Audit Committee

      Sajid Rahman (Chair)
      Alan Barrett
      Chris Chapman
      Sarah Deutsch
      Katrina Sataki

      Compensation Committee

      Tripti Sinha (Chair)
      Sarah Deutsch
      Danko Jevtović
      Christian Kaufmann

      Executive Committee

      Tripti Sinha (Chair)
      Sarah Deutsch
      Danko Jevtović
      Göran Marby

      Governance Committee

      Sarah Deutsch (Chair)
      Becky Burr
      Edmon Chung
      Avri Doria
      Danko Jevtović
      León Sánchez
      Matthew Shears

      Finance Committee

      Danko Jevtović (Chair)
      Harald Alvestrand
      Becky Burr
      Edmon Chung
      Avri Doria
      León Sánchez

      Organizational Effectiveness Committee

      Katrina Sataki (Chair)
      Alan Barrett
      Chris Chapman
      Avri Doria
      Matthew Shears

      Risk Committee

      Harald Alvestrand (Chair)
      Chris Chapman
      James Galvin
      Wes Hardaker
      Christian Kaufmann
      Patricio Poblete
      Matthew Shears

      Strategic Planning Committee

      Matthew Shears (Chair)
      Maarten Botterman
      Becky Burr
      Edmon Chung
      Avri Doria
      James Galvin
      Wes Hardaker
      Christian Kaufmann
      Sajid Rahman

      Technical Committee

      Avri Doria (Chair)
      Harald Alvestrand
      Alan Barrett
      Edmon Chung
      James Galvin
      Wes Hardaker
      Christian Kaufmann
      Patricio Poblete

      All members of the Board unanimously approved Resolution 2022.09.22.34. The Resolution carried.

      Rationale for Resolutions 2022.09.22.32 – 2022.09.22.34

      Article 7, Section 7.2 and Article 14 of the ICANN Bylaws call for the Board to annually appoint the Board Chair, Board Vice Chair, and chairmanship and membership of each Board Committee, including filling any vacancies which may occur in these positions during the year. The appointment of the Board leadership and Board Committee leadership and membership is consistent with ICANN's Mission and is in the public interest as it is important to ensure that the Board and its Committees have the properly skilled expertise to carry forth ICANN's Mission, Commitments and Core Values. This decision will have no direct fiscal impact on the organization and no impact on the security, stability, or resiliency of the domain name system. This is an Organizational Administrative Function that does not require Public Comment.

    4. Confirmation of Officers of ICANN

      The Board Chair introduced the agenda item and read the proposed slate of Officers of ICANN into the record. One Director stated that he will be abstaining from voting due to a conflict of interest.

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

      Resolved (2022.09.22.35), Göran Marby is elected as President and Chief Executive Officer.

      Resolved (2022.09.22.36), John Jeffrey is elected as General Counsel and Secretary.

      Resolved (2022.09.22.37), Xavier Calvez is elected as Senior Vice President, Planning and Chief Financial Officer.

      Resolved (2022.09.22.38), David Olive is elected as Senior Vice President, Policy Development Support & Managing Director – Washington, D.C.

      Resolved (2022.09.22.39), Ashwin Rangan is elected as Senior Vice President, Engineering and Chief Information Officer.

      Resolved (2022.09.22.40), Theresa Swinehart is elected as Senior Vice President, Global Domains and Strategy.

      Fifteen Directors voted in favor of Resolution 2022.09.22.35, 2022.09.22.36, 2022.09.22.37, 2022.09.22.38, 2022.09.22.39, and 2022.09.22.40. One Director abstained from voting. The Resolutions carried.

      Rationale for Resolutions 2022.09.22.35 – 2022.09.22.40

      Pursuant to Article 15, Section 15.2 of the ICANN Bylaws "[t]he officers of ICANN shall be elected annually by the Board, pursuant to the recommendation of the President or, in the case of the President, of the Chair of the Board. Each such officer shall hold his or her office until he or she resigns, is removed, is otherwise disqualified to serve, or his or her successor is elected."

      The annual appointment of the Officers is consistent with ICANN's Mission and is in the public interest as it is important to ensure that the organization identifies individuals who assume the duty and responsibility for managing the organization and carry forth ICANN's Mission, Commitments and Core Values.

      This decision will have no direct fiscal impact on the organization and no impact on the security, stability or resiliency of the domain name system.

      This is an Organizational Administrative Function that does not require public comment.

  2. PTI Member Meeting:

    The ICANN President and CEO introduced the agenda item, noting that the proposed actions on the agenda relate to ICANN's annual governance requirements for Public Technical Identifiers (PTI ), as ICANN is sole member of PTI. The PTI Bylaws specify that the PTI President, Kim Davies, shall join the ICANN Board at the annual meeting of the member. Kim joined the meeting in his role as President of PTI. Göran then read the resolutions into the record.

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

    1. Annual Meeting of the Member

      Resolved (2022.09.22.41), the ICANN Board confirms that this meeting is the Annual Meeting of the Member of Public Technical Identifiers ("PTI").

    2. Election of PTI President

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

      Resolved (2022.09.22.42), the ICANN Board, in its role as sole member of PTI, hereby re-elects Kim Davies as the President of PTI.

    3. Election of PTI Board Members

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

      Whereas, the term for Seats 1 and 3 of the PTI Board are up for election.

      Whereas, the Nominating Committee selected Tobias Sattler to serve in Seat 1 of the PTI Board for the term beginning at the end of this meeting of the Member and ending at the end of the annual meeting of the Member in 2025, pursuant to Section 5.5.1.1 of the PTI Bylaws.

      Whereas, ICANN organization recommends that Jia-Rong Low, ICANN's Vice President, Stakeholder Engagement and Managing Director – Asia Pacific serve for another term in Seat 3 of the PTI Board, for the term beginning at the end of this meeting of the Member and ending at the end of the annual meeting of the Member in 2025, pursuant to Section 5.5.1.3 of the PTI Bylaws.

      Whereas, Lise Fuhr's term in Seat 1 of the PTI Board comes to a close at the end of this meeting of the Member.

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

      Resolved (2022.09.22.43), ICANN, in its role as sole member of PTI, elects Tobias Sattler to serve in Seat 1 of the PTI Board and re-elects Jia-Rong Low to serve in Seat 3 of the PTI Board, with terms ending at the end of the annual meeting of the Member in 2025.

      Resolved (2022.09.22.44), ICANN, in its role as sole member of PTI, thanks Lise Fuhr for her service to PTI and wishes her well in her future endeavors.

      All members of the Board unanimously approved Resolution 2022.09.22.41, 2022.09.22.42, 2022.09.22.43, and 2022.09.11.44. The Resolutions carried.

      Rationale for Resolutions 2022.09.22.41 – 2022.09.22.44

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

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

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

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

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

    The Chair then called the meeting to a close.

Published on 3 October 2022