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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 | Special Meeting of the ICANN Board | 1 May 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.

A Special Meeting of the ICANN Board of Directors was held telephonically on 1 May 2022 at 17:45 UTC.

Maarten Botterman, Chair, promptly called the meeting to order.

In addition to the Chair, the following Directors participated in all or part of the meeting: Alan Barrett, Becky Burr, Edmon Chung, Sarah Deutsch, Avri Doria, Danko Jevtović, Akinori Maemura, Göran Marby (President and CEO), Mandla Msimang, Ihab Osman, Patricio Poblete, León Sánchez (Vice Chair), Katrina Sataki, Matthew Shears, and Tripti Sinha.

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

Secretary: John Jeffrey (General Counsel and Secretary).

The following ICANN Executives and Staff participated in all or part of the meeting: Michelle Bright (Board Content Coordination Director), Xavier Calvez (SVP, Planning & Chief Financial Officer), Franco Carrasco (Board Operations Specialist), Mandy Carver (SVP for Government and Intergovernmental Organization Engagement), Sally Newell Cohen (SVP, Global Communications), Sally Costerton (SVP, Global Stakeholder Engagement, Senior Advisor to the President and CEO), John Crain (SVP and Chief Technology Officer), Samantha Eisner (Deputy General Counsel), Jamie Hedlund (SVP, Contractual Compliance & U.S. Government Engagement), John Jeffrey (General Counsel and Secretary), Aaron Jimenez (Board Operations Specialist), Vinciane Koenigsfeld (Senior Director, Board Operations), Elizabeth Le (Associate General Counsel), David Olive (SVP, Policy Development Support), Wendy Profit (Board Operations Senior Manager), Erika Randall (Associate General Counsel), Lisa Saulino (Board Operations Specialist), Amy Stathos (Deputy General Counsel), Theresa Swinehart (SVP, Global Domains & Strategy), and Gina Villavicencio (SVP, Global Human Resources).

  1. Consent Agenda:
    1. Approval of Board Meeting Minutes
    2. ICANN77 Venue Contracting
    3. ICANN82 Venue Contracting
  2. Main Agenda:
    1. Second Security, Stability, and Resiliency Review (SSR2) Pending Recommendations
    2. IANA Naming Function Reviews Bylaws – Initiation of Fundamental Bylaws Amendment Process
    3. ccNSO Bylaws Amendments – Consideration of Standard Bylaws Amendments to Article 10 of the ICANN Bylaws

 

  1. Consent Agenda:

    The Chair introduced the items on the Consent Agenda. After discussion, the Chair called for a vote and the Board took the following action:

    Resolved, the following resolutions in this Consent Agenda are approved:

    1. Approval of Board Meeting Minutes

      Item removed from agenda.

    2. ICANN77 Venue Contracting

      Whereas, ICANN intends to hold its second Public Meeting of 2023, currently scheduled for 12-15 June 2023 (ICANN77), in the North America region.

      Whereas, selection of Washington D.C. as the meeting location for ICANN77 adheres to the geographic rotation guidelines established in the Meeting Strategy Working Group.

      Whereas, ICANN organization has completed a thorough review of the available venues in the North America region and finds the one in Washington D.C. to be the most suitable.

      Resolved (2022.05.01.01), the Board authorizes the President and CEO, or his designee(s), to engage in and facilitate all necessary contracting and disbursements for the host venue and hotel for the June 2023 ICANN Public Meeting in Washington D.C., in an amount not to exceed [REDACTED – CONFIDENTIAL NEGOTIATION INFORMATION].

      Resolved (2022.05.01.02), specific items within this resolution shall remain confidential for negotiation purposes pursuant to Article 3, section 3.5(d) of the ICANN Bylaws until the President and CEO, or his designee(s), determines that the confidential information may be released.

      Rationale for Resolutions 2022.05.01.01 – 2022.05.01.02

      As part of ICANN's Public Meeting strategy, ICANN seeks to host a meeting in a different geographic region (as defined in the ICANN Bylaws) three times a year. ICANN77 is scheduled for 12-15 June 2023. Following a search and evaluation of available venues, the organization identified Washington D.C. as a suitable location for ICANN77.

      The organization performed a thorough analysis of the available locations and prepared a paper to identify those that met the Meeting Location Selection Criteria (see http://meetings.icann.org/location-selection-criteria). Based on the proposals and analysis, ICANN has identified Washington D.C. as the location for ICANN77. Selection of this North America location adheres to the geographic rotation guidelines established by the Meeting Strategy Working Group. 

      The Board Finance Committee (BFC) has carried out its standard due diligence in reviewing the proposed board decision to recommend approval to the Board. As part of this diligence, the BFC has reviewed the financial risks associated with the proposed decision and the information provided by the org on the measures in place to mitigate those risks. The BFC has found these financial risks and the mitigation measures in place to be reasonable and acceptable.

      The Board reviewed the organization's briefing for hosting the meeting in Washington D.C. and the determination that the proposal met the significant factors of the Meeting Location Selection Criteria, as well as the related costs for the facilities selected, for the June 2023 ICANN Public Meeting. ICANN conducts Public Meetings in support of its mission to ensure the stable and secure operation of the Internet's unique identifier systems, and acts in the public interest by providing free and open access to anyone wishing to participate, either in person or remotely, in open, transparent and bottom-up, multistakeholder policy development processes.

      There will be a financial impact on ICANN in hosting the meeting and providing travel support as necessary, as well as on the community in incurring costs to travel to the meeting. But such impact would be faced regardless of the location and venue of the meeting. This action will have no impact on the security or the stability of the DNS.

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

    3. ICANN82 Venue Contracting

      Whereas, ICANN intends to hold its first Public Meeting of 2025, currently scheduled for 8-13 March 2025 (ICANN82), in the North America region.

      Whereas, following the change of the ICANN72 meeting in Seattle, Washington to a virtual meeting, ICANN rescheduled with the venue and arranged to hold the ICANN82 meeting in Seattle.

      Whereas, ICANN's rotation among geographic regions for public meetings is measured over a 5-year period.

      Whereas, selection of Seattle as the location for ICANN82 adheres to the geographic rotation guidelines established in the Meeting Strategy Working Group.

      Whereas, ICANN organization has completed a thorough review of the venue and finds the one in Seattle, Washington to be suitable.

      Resolved (2022.05.01.03), the Board authorizes the President and CEO, or his designee(s), to engage in and facilitate all necessary contracting and disbursements for the host venue for the March 2025 ICANN Public Meeting in Seattle, Washington, in an amount not to exceed [REDACTED – CONFIDENTIAL NEGOTIATION INFORMATION].

      Resolved (2022.05.01.04), specific items within this resolution shall remain confidential for negotiation purposes pursuant to Article 3, section 3.5(d) of the ICANN Bylaws until the President and CEO, or his designee(s), determines that the confidential information may be released.

      Rationale for Resolutions 2022.05.01.03 – 2022.05.01.04

      As part of ICANN's Public Meeting strategy, ICANN seeks to host a meeting in a different geographic region (as defined in the ICANN Bylaws) three times a year. ICANN75 is scheduled for 8-13 March 2025. Following the change of the ICANN72 meeting in Seattle, Washington to a virtual meeting, ICANN rescheduled with the venue and arranged to hold the ICANN82 meeting in Seattle.

      ICANN org previously confirmed that the Seattle, Washington meeting location meets the Meeting Location Selection Criteria. ICANN's rotation among geographic regions for public meetings is measured over a 5-year period. Selection of this North America location adheres to the geographic rotation guidelines established in the Meeting Strategy Working Group. ICANN org did not conduct a broader search for other available locations for this meeting due to the already confirmed suitability of the venue.

      The Board Finance Committee (BFC) has carried out its standard due diligence in reviewing the proposed board decision to recommend approval to the Board. As part of this diligence, the BFC has reviewed the financial risks associated with the proposed decision and the information provided by the org on the measures in place to mitigate those risks. The BFC has found these financial risks and the mitigation measures in place to be reasonable and acceptable.

      The Board reviewed the organization's briefing for hosting the meeting in Seattle, Washington and the determination that the proposal met the significant factors of the Meeting Location Selection Criteria, as well as the related costs for the facilities selected, for the March 2025 ICANN Public Meeting. ICANN conducts Public Meetings in support of its mission to ensure the stable and secure operation of the Internet's unique identifier systems, and acts in the public interest by providing free and open access to anyone wishing to participate, either in person or remotely, in open, transparent and bottom-up, multistakeholder policy development processes.

      There will be a financial impact on ICANN in hosting the meeting and providing travel support as necessary, as well as on the community in incurring costs to travel to the meeting. But such impact would be faced regardless of the location and venue of the meeting.

      This action will have no impact on the security or the stability of the domain name system.

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

      All members of the Board present voted in favor of Resolutions 2022.05.01.01 – 2022.05.01.02 and 2022.05.01.03 – 2022.05.01.04. The Resolutions carried.

  2. Main Agenda:

    1. Second Security, Stability, and Resiliency Review (SSR2) Pending Recommendations

      The Board engaged in a discussion about the proposal to take action on certain recommendations from the second Security, Stability, and Resiliency Review (SSR2) Final Report. The specific recommendations under consideration were placed into a "pending" status when the Board originally considered all 63 recommendations at is 22 July 2022 meeting.

      As part of the discussion, it was noted that the Board Organizational Effectiveness Committee (OEC) recommended that the Board take action on the pending recommendations as identified in the scorecard being considered by the Board for approval.

      Board members thanked the SSR2 implementation shepherds for their continued cooperation, support, and work with ICANN org to help resolve the SSR2 recommendations in pending status.

      After discussion, the Board took the following action:

      Whereas, on 22 July 2021 the Board took action on each of the 63 recommendations issued within the SSR2 Review Team Final Report, as specified within the Scorecard titled "Final SSR2 Review Team Recommendations – Board Action", and provided rationale for each recommendation.

      Whereas, also on 22 July 2021, the Board resolved to place 34 recommendations into one of the three "pending" statuses, and committed to take further action on these recommendations subsequent to the completion of steps as identified in the Scorecard. The Board directed ICANN org to provide relevant information, as requested in the Scorecard, or periodic updates on progress toward gathering relevant information, starting within six months from this Board action, to support further Board action on each recommendation.

      Whereas, the Board Organizational Effectiveness Committee has made a recommendation to the Board based on its oversight of the work of the SSR2 Board Caucus in considering clarifying information from the SSR2 Implementation Shepherds.

      Resolved (2022.05.01.05), the Board approves Recommendation 5.4, and rejects Recommendations 19.1 and 19.2 issued within the SSR2 Review Team Final Report, as specified within the "Scorecard: SSR2 Pending Recommendations-Board Action 1 May 2022". The Board directs ICANN's President and CEO, or his designee(s), to take all actions as directed within that Scorecard.

      All members of the Board present voted in favor of Resolution 2022.05.01.05. The Resolution carried.

      Rationale for Resolution 2022.05.01.05

      Why is the Board addressing the issue?

      The Security, Stability, and Resiliency (SSR) Review is one of the four Specific Reviews anchored in Section 4.6 of the ICANN Bylaws. Specific Reviews are conducted by community-led review teams, which assess ICANN's performance in fulfilling its commitments. Reviews are critical to maintaining an effective multistakeholder model and helping ICANN achieve its Mission, as detailed in Article 1 of the Bylaws. Reviews also contribute to ensuring that ICANN serves the public interest. The SSR2 Review is the second iteration of the SSR Review and relates to key elements of ICANN's Strategic Plan.

      In its action on 22 July 2021, the Board placed 34 recommendations into one of the three pending statuses, and committed to take further action on these recommendations subsequent to the completion of steps as identified in the Scorecard. Three pending recommendations are now ready for Board action.

      Background information

      On 22 July 2021, the ICANN Board took action on the recommendations of the community-led second Security, Stability, and Resiliency (SSR2) Review Team.

      The SSR2 Review Team issued 63 recommendations in its final report; many recommendations are complex and touch on other significant areas of work underway and therefore could not be addressed in silos.

      Noting some broad areas and themes in relation to the SSR2 recommendations, many of which are emphasized in public comments, the Board developed six categories of Board action on SSR2 recommendations; approved, rejects because the recommendation cannot be approved in full, rejects, pending-likely to be approved, pending-holding to seek clarity or further information, pending-likely to be rejected, as specified within the Scorecard titled the "Final SSR2 Review Team Recommendations – Board Action." accompanying the Board rationale.

      As detailed in the Scorecard supporting the 22 July 2021 action, the Board made the following determinations by pending categories:

      • The Board placed four recommendations (5.4, 19.1, 19.2 and 20.2) into "pending, likely to be approved once further information is gathered to enable approval".
      • The Board placed six recommendations into "pending, likely to be rejected unless additional information shows implementation is feasible": 6.1, 6.2, 7.4, 9.2, 16.2 and 16.3.
      • The Board placed 24 recommendations into "pending, holding to seek clarity or further information": 3.1, 3.2, 3.3, 4.3, 5.3, 7.1, 7.2, 7.3, 7.5, 9.3, 11.1, 12.1, 12.2, 12.3, 12.4, 13.1, 13.2, 14.2, 17.1, 18.1, 18.2, 18.3, 20.1 and 24.1.

      The Board committed to resolve the pending status of these 34 recommendations and to take appropriate action on the pending recommendations, subsequent to the completion of intermediate steps, as identified in the 22 July 2021 Scorecard. The expected actions range from: ICANN org conducting analysis and identifying gaps or coordinating efforts in particular areas of work, engagement with community or SSR2 Implementation Shepherds for additional clarification and providing reports on related work done to date. This proposed action focuses on three recommendations (5.4, 19.1 and 19.2) of the category, "pending, likely to be approved once further information is gathered to enable approval".

      What is the proposal being considered?

      The proposal is in furtherance of resolution 2021.07.21.11, which placed SSR2 34 recommendations in pending status. The Board is being asked to take action on three of the SSR2 pending recommendations:

      • Recommendation 5.4 calls for ICANN org to "reach out to the community and beyond with clear reports demonstrating what ICANN org is doing and achieving in the security space including information describing how ICANN org follows continually improving best practices and process to manage risks, security and vulnerabilities."
      • Recommendations 19.1 and 19.2 state that ICANN org should "complete the development of a suite for DNS resolver behavior testing" and "ensure that the capability to continue to perform functional testing of different configurations and software versions is implemented and maintained."

      ICANN org engaged with the SSR2 Implementation Shepherds and analyzed their responses to inform Board action. With its action on 22 July 2021, the Board directed ICANN org to engage with SSR2 Implementation Shepherds to get clarification on certain recommendations. The details of the engagement are available via the publicly archived email list (see SSR2 Implementation Shepherd workspace). The SSR2 Board Caucus considered this input and ICANN org assessment in developing their recommended Board action.

      ICANN org has informed the SSR2 Board Caucus that it requires additional time to continue addressing the 31 remaining pending recommendations, and will continue to provide regular updates on progress towards Board action.

      Which stakeholders or others were consulted?

      In assessing the SSR2 Pending Recommendations, the SSR2 Board Caucus reached out to the SSR2-RT Implementation Shepherds. Implementation Shepherds are former review team members who volunteered to be a resource to provide the Board with clarifications as needed on the intent behind recommendations, the SSR2-RT's rationale, facts leading to the SSR2-RT's conclusions, its envisioned timeline, and/or the SSR2-RT's consideration of what successful measures of implementation could look like. The SSR2 Board Caucus and ICANN org have engaged with the SSR2-RT Implementation Shepherds since the review team concluded its work as detailed on the dedicated wiki page.

      Rationale Supporting Board Action on Individual Recommendations

      Recommendation the Board approves

      The Board approves one recommendation: 5.4 as specified in the Scorecard: SSR2 Pending Recommendations-Board Action 1 May 2022. This recommendation is consistent with ICANN's Mission, serves the public interest, and falls within the Board's remit.

      Recommendation 5.4 calls for ICANN org to "reach out to the community and beyond with clear reports demonstrating what ICANN org is doing and achieving in the security space including information describing how ICANN org follows continually improving best practices and process to manage risks, security and vulnerabilities." While the Board felt the implementation of the recommendation appeared feasible, the Board needed clarification on several elements of this recommendation in order to accurately assess resource requirements and enable approval. For example, the required granularity of the reports expected by the SSR2 Review Team, and what entities the SSR2 Review Team envisioned ICANN org report out to "beyond" the ICANN community were not clear. The Board directed the ICANN President and CEO, or his designee(s) to seek clarifications from the SSR2 Implementation Shepherds on elements of this recommendation that were not clear such as those noted above.

      Further clarification from the SSR2 Implementation Shepherds on the granularity of reports and the frequency of publications was received on 10 January 2022. The clarifications received from the Implementation Shepherds confirmed that ICANN org should seek the disclosure of additional details within audit reports, with an annual reporting cadence.

      The Board therefore approves this recommendation with a direction to the ICANN President and CEO to engage in discussion with any firm producing an audit for ICANN to implement appropriate additional disclosures within the publicly available reports, implementation is subject to prioritization and costing

      Recommendation the Board rejects

      The Board rejects two recommendations: 19.1, 19.2.

      Recommendations 19.1 and 19.2 state that ICANN org should "complete the development of a suite for DNS resolver behavior testing" and "ensure that the capability to continue to perform functional testing of different configurations and software versions is implemented and maintained." Upon first inspection, ICANN org determined that this recommendation was feasible to implement, thus it was put into the "Pending, likely to be approved" category. However, upon receipt of clarification of the scope of recommendation 19.1 to extend resources to maintain the existing ICANN testbed in perpetuity for public use, and broadening ICANN's testbed as recommended in 19.2, to implement functional testing of different configurations and software versions goes beyond ICANN's remit.

      The Board is in alignment with ICANN org's assessment that ICANN does not have a role in setting standards for DNS resolvers, and therefore rejects these recommendations that require ICANN to commit resources to continue or enhance existing resolver testbeds for public use.

      Additionally, the Board notes that even though these recommendations are being rejected, ICANN org does and will continue to build and use resolver testbeds, when appropriate to further ICANN's mission, as well as to assess aspects of DNS resolver behavior as it applies to ICANN org's remit.

      What concerns or issues were raised by the community?

      Within the Staff Report of Public Comment Proceeding (PCP) on the SSR2 Final Report, recommendation 5.4 was generally supported by commenters, as no commenters specifically noted objections or concerns. Recommendations 19.1 and 19.2 received support from several commenters by way of their overarching support for all recommendations in the SSR2 Final Report. Several commenters objected to the grouping of recommendations on the basis that they believe the recommendations ask for ICANN to act outside of its remit.

      By way of their overarching support for all recommendations in the SSR2 Final Report, International Trademark Association (INTA), Business Constituency (BC), At-Large Advisory Committee (ALAC), and Intellectual Property Constituency (IPC) supported this grouping of recommendations as-is.

      RySG, i2Coalition, and RrSG expressed concerns that they believe this grouping of recommendations is outside of ICANN's remit, and as such do not support this grouping of recommendations. For example, RySG notes "the report fails to explain why the development of the DNS Regression Test Suite is a requirement of ICANN org. Similar to the context for Recommendation 18, it is reasonable for ICANN to track and report on the behavior of DNS resolvers since they are a significant client of the DNS services that registries are required to support. However, the RySG considers making this obligation or requirement of ICANN out of scope and objects to Recommendation 19." Afnic offers its full support to the RySG comment.

      The above noted concerns and issues, along with specific concerns on individual recommendations, have been considered by the Board in reaching its decision.

      What significant materials did the Board review?

      In assessing and considering the pending SSR2 recommendations, the Board considered input from SSR2 Implementation Shepherds in addition to various significant materials and documents, including Scorecard -SSR2 Pending Recommendations the Report of Public Comments on the Final Report, and the ICANN org Detailed Assessment on Pending SSR2 Recommendations.

      Prioritization of approved recommendations

      Prioritization of ICANN's work is a targeted outcome of the Planning at ICANN Operating Initiative in ICANN's FY22-26 Operating Plan. It includes the design and implementation of a planning prioritization framework as part of the annual planning cycle. All Board-approved recommendations are subject to prioritization efforts. ICANN's planning process involves close collaboration among the community, Board, and organization to prioritize and effectively implement ICANN's work while ensuring accountability, transparency, fiscal responsibility, and continuous improvement. This robust planning process and the resulting plans help to fulfill ICANN's Mission.

      Are there positive or negative community impacts?

      Taking action on the SSR2 recommendations will contribute to ensuring ICANN meets its commitments relative to the Bylaws-mandated reviews and the role they play in ICANN's accountability and transparency, as well as enhancing the security, stability, and resiliency of the DNS. Additionally, the Board action on the recommendations will have a positive impact on the continuous improvement of ICANN as a whole. Approved recommendations are consistent with ICANN's Mission and serve the public interest. The Board does not foresee any potential negative community impacts as part of its action. Additional impacts resulting from further actions on recommendations will be assessed at that time.

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

      For the recommendation that the Board approves, the implementation is subject to prioritization, risk assessment and mitigation, costing and implementation considerations, which will provide a further view of the fiscal impact. It is expected that any recommendations that require incremental resources should be included into operational planning and budgeting processes, allowing for appropriate community consideration and prioritization, as applicable, of planned work.

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

      By nature of the SSR2 Review, implementation of the recommendations may impact how ICANN meets its security, stability, stability, and resiliency commitments. The Board considered this potential impact as part of its deliberations. Approved recommendation is consistent with ICANN's Mission, serves the public interest, and falls within the Board's remit.

      Is this decision in the public interest and within ICANN's mission?

      This action is in the public interest as it is a fulfillment of an ICANN Bylaw, as articulated in Section 4.6. It is also within ICANN's Mission and mandate. ICANN's reviews are an important and essential part of how ICANN upholds its commitments.

      Is this either a defined policy process within ICANN's Supporting Organizations or ICANN's Organizational Administrative Function decision requiring public comment or not requiring public comment?

      The Board initiated a Public Comment Proceeding on the SSR2 Final Report, opened 28 January 2021 and closed on 8 April 2021.

    2. IANA Naming Function Reviews Bylaws – Initiation of Fundamental Bylaws Amendment Process

      The Chair of the Board Organizational Effectiveness Committee (OEC) introduced the agenda item. She noted that the proposed Board action concerns initiating the fundamental Bylaws amendment process for proposed changes to Articles 18 and 19 of the Bylaws. The proposed amendments are as a result of recommendations from the IANA Naming Function Review, as well as in response to a request from the gTLD Registries Stakeholder Group (RySG).

      The OEC Chair reported that the OEC had extensively vetted the proposed amendments and recommended that the Board initiate the fundamental Bylaws amendment process.

      After discussion, the Board took the following action:

      Whereas, the first IANA Naming Function Review provided its Final Report to the ICANN Board to the ICANN Board on 8 April 2021, and the Board accepted all recommendations in the Report on 12 May 2021. This includes Recommendation 3, to amend the IFR Bylaws at Article 18, Section 18.12 to remove a duplicative requirement.

      Whereas, there are other IFR-related Bylaws within Article 18 that could benefit from clarification for future IFR processes.

      Whereas, as part of a 2019 public comment forum on a previous IFR team composition issue resulting in a Bylaws change, the Registries Stakeholder Group (RySG) requested additional changes to the IFR team composition to account for difficulties in achieving geographic diversity among RySG appointees.

      Whereas, Article 19 regarding the IANA Naming Function Separation Process is also appropriate to update (at Section 19.5) at this time, to (1) conform to the 2019 Bylaws amendments regarding ccNSO representative selection; and (2) address the same diversity considerations raised by the RySG in relation to Article 18.

      Whereas, Articles 18 and 19 of the ICANN Bylaws are identified as "Fundamental Bylaws", requiring formal Empowered Community approval of amendments. Due to the significant procedural requirements for consideration of Fundamental Bylaws changes, and to reduce duplication of processes, all proposed amendments to Articles 18 and 19 are being presented together.

      Whereas, the ICANN Board's Organizational Effectiveness Committee (OEC) recommends the Board to initiate the Fundamental Bylaws Amendment process to move forward the Bylaws amendments to Article 18 as recommended within Recommendation of the Final Report of the IFR, as well as additional proposed amendments to clarify the IFR processes and respond to the RySG request and the corresponding clauses within Articles 18 and 19.

      Resolved (2022.05.01.06), the ICANN Board initiates the Fundamental Bylaws Amendment process under Article 25, Section 25.2 of the ICANN Bylaws for consideration of proposed amendments to Articles 18 and 19 of the ICANN Bylaws relating to IANA Naming Function Reviews and the IANA Naming Function Separation Process. The ICANN President and CEO, or his designee(s), are directed to initiate a public comment in accordance with the Fundamental Bylaws Amendment process.

      All members of the Board present voted in favor of Resolution 2022.05.01.06. The Resolution carried.

      Rationale for Resolution 2022.05.01.06

      The Board's action today is an essential step in furthering the implementation of the recommendations of the first IANA Naming Function Review (IFR) team, as Recommendation 3 of the IFR identified changes necessary to Article 18 of the ICANN Bylaws. By incorporating additional proposed changes to Articles 18 and 19 within the same Fundamental Bylaws Amendment process, the Board recognizes the efficiencies that can be gained for the ICANN community addressing the proposals together instead of in a piecemeal fashion. The additional proposed changes to Article 18 are of two types: (1) addressing a 2019 request from the Registries Stakeholder Group on updating the geographic diversity selection requirements for future IFR teams; and (2) clarifying ambiguities on the IFR processes identified through the first running of an IFR after the IANA Stewardship Transition. The proposed change to Article 19 reflects changes to update the geographic diversity selection requirements in the event an IANA Naming Function Separation Process is ever initiated, as those selection requirements are identical to the requirements within Article 18. It is appropriate to initiate the Fundamental Bylaws Amendment process at this time in order to complete the implementation of the IFR recommendations. Initiating the Fundamental Bylaws Amendment process over these IFR-related Bylaws at this time also provides time for the proposals to be considered and, if appropriate, approved well in advance of the initiation of the next IFR.

      The changes that are recommended for clarification of process have been tailored to more clearly set out the expected processes as designed during the IANA Stewardship Transition Process, and do not represent a change to any of those processes.

      For clarity, the table below identifies the purpose for each proposed amendment:

      Bylaws Section

      Purpose

      Initiator

      18.2; 18.7

      Punctuation addition or removal

      ICANN org

      18.6

      Clarification of sequencing of Board consideration of IFR outputs. A key part of these clarifications includes re-ordering the paragraphs regarding the timing of Board consideration of IFR outputs, including clearer definition of what constitutes a Board rejection and when the Empowered Community has an opportunity to consider rejecting that rejection. The Bylaws currently impose a 45-day window on certain Board actions relating to IFR recommendations and authorize the Empowered Community to initiate rejection proceedings if action is not taken within that window. The proposed updates make more explicit that the Board's failure to act within the prescribed timeframe is to be considered a rejection. The updates also make clearer that the only time that the Empowered Community has the ability to consider rejecting the Board's approval of an IFR Recommendation is when the Board approves an IFR recommendation to initiate the process to explore separation of IANA from ICANN. This limitation currently exists in the Bylaws but is expressed in the negative ("shall not apply . . . unless such IFR Recommendation relates") and separate from the clause that it modifies. The proposed change provides a more affirmative statement that the only time the Board's approval of an IFR recommendation is subject to an Empowered Community Process is when that approval relates to the separation process.

      ICANN org

      18.8

      Clarification of Geographic Diversity Requirements in Composition

      RySG

      18.12

      Removal of duplicative grounds for Special IFR

      IANA Naming Function Review

      18.12

      Clarification of potential outputs of Special IFR and sequencing of Board consideration of IFR outputs, including clearer, more affirmative statements of special obligations relating to the initiation of an IANA Naming Function Separation Process. The proposed changes in this section mostly mirror the changes made within Section 18.6.

      ICANN org

      19.5

      Updating of ccNSO representative selection process to conform to 2019 Bylaws amendments to Section 18.7(a); updating geographic diversity composition requirements to confirm to proposed amendments to Section 18.8

      ICANN org, on behalf of ccNSO and RySG

      The first step of the Fundamental Bylaws Amendment process, under Article 25, Section 25.2 of the Bylaws, is for a public comment over the proposed changes. The Board will consider the substance of the proposed changes along with the public comments received. As part of the Fundamental Bylaws Amendment process, if the Board approves the proposed amendments, the Empowered Community will then have an opportunity to evaluate for approval. The proposed amendments to Articles 18 and 19 will only go into effect if supported by the Empowered Community.

      Today's action supports ICANN's continued delivery of the IANA functions, which is a cornerstone of ICANN's mission. It is also in the public interest in that it will continue to support and improve the reviews of ICANN's delivery of the IANA Naming Function within the future, preserving and enhancing this key responsibility.

      Initiating the Fundamental Bylaws Amendment process is not anticipated to result in any impact to the security, stability or resiliency of the Internet's DNS. Nor is this action anticipated to result in any budgetary or financial implications.

    3. ccNSO Bylaws Amendments – Consideration of Standard Bylaws Amendments to Article 10 of the ICANN Bylaws

      The Chair of the Board Organizational Effectiveness Committee (OEC) introduced the agenda item. She explained that the matter before the Board concerns approval of proposed changes to Article 10 and Annex B of the Bylaws, which address the Country-Code Names Supporting Organization (ccNSO) and the ccNSO's policy development process (ccPDP). The proposed Bylaw amendments have been through all the steps required by the standard Bylaws amendment process, including public comment, and the final step is for the Board to consider approving the amendments. The OEC Chair noted that the OEC recommends the approval of the changes to the Bylaws.

      After discussion, the Board took the following action:

      Whereas, Article 10 and Annex B of the Bylaws governs the Country-Code Names Supporting Organization (ccNSO), and the ccNSO Policy-Development Process (ccPDP), respectively.

      Whereas, since the launch of the Internationalized Domain Name (IDN) country code top-level domain (ccTLD) Fast Track Process in 2009, some countries and territories may have multiple ccTLDs, which can each be operated through different ccTLD managers. The current ICANN Bylaws defining membership in the ccNSO do not clearly identify a membership and voting structure when there are multiple ccTLD managers within the same country or territory.

      Whereas, to support the inclusion of ccTLD managers for IDN ccTLDs, as well as improvements arising from the second Organizational Review of the ccNSO (ccNSO2 Review), the ccNSO Council has proposed changes to Article 10 and Annex B of the ICANN Bylaws.

      Whereas, on 28 October 2021, pursuant to the Standard Bylaws amendment process at Article 25, Section 25.1(b) of the ICANN Bylaws, the ICANN Board approved the posting of these proposed Bylaws amendment for public comment.

      Whereas, the proposed Bylaw amendments were posted for public comment from 21 January 2022 – 2 March 2022. All public comment submissions were supportive of the proposed amendments and did not raise any concerns requiring further proposed changes.

      Whereas, the Board Organizational Effectiveness Committee recommends the approval of the Bylaws changes related to the ccNSO, as posted for public comment.

      Resolved (2022.05.01.07), pursuant to Section 25.1 of the ICANN Bylaws, the Board approves the amendments to Bylaws Article 10 and Annex B as posted for public comment, and directs the ICANN President and CEO, or his designee, to continue with the Standard Bylaws amendment process for these sections of the Bylaws.

      All members of the Board present voted in favor of Resolution 2022.05.01.07. The Resolution carried.

      Rationale for Resolutions 2022.05.01.07

      The Board is taking this action today to approve amendments to the ICANN Bylaws at the request of the ccNSO. Since the launch of the IDN ccTLD Fast Track Process in 2009, some countries and territories may have multiple ccTLDs, which can each be operated through different ccTLD managers. Prior to today's action by the Board, however, the ICANN Bylaws defining membership in the ccNSO did not clearly identify a membership and voting structure when there are multiple ccTLD managers within the same country or territory. The changes approved by the Board address the need to allow Internationalized Domain Name (IDN) country code top-level domain (ccTLD) managers to become members of the ccNSO if they choose to do so. The changes also address issues of definition of membership and voting rights when there are multiple ccTLD managers from the same country or territory and are important to the continued effectiveness of ccNSO processes.

      Additionally, the Bylaw amendments support the organizational reviews required under Section 4.4 of the ICANN Bylaws. The second Country Code Names Supporting Organization Review (ccNSO2 Review) commenced in August 2018. The independent examiner conducting the review produced a final report that was published in August 2019. The ccNSO2 Review Working Party, based on its detailed review of the independent examiner's final report, prepared a Feasibility Assessment and Implementation Plan (Feasibility Assessment). The Feasibility Assessment was approved the ccNSO Council on 24 June 2020. The Bylaw amendments support certain improvements arising from the ccNSO2 Review.

      The changes are the result of extensive consultations with the members of the ccNSO. As well, the ccNSO leadership coordinated with ICANN Org's Legal department on the substance of the amendments. As required by Article 25, Section 25.1, prior to approval of a Standard Bylaw Amendment by the ICANN Board, a draft of the Standard Bylaw Amendment was published for public comment. All public comment submissions were supportive of the proposed amendments to Article 10 and Annex B of the Bylaws.

      Today's action does not pose any identified fiscal impact, nor does it impact the security, stability or resiliency of the Internet's DNS. This action serves ICANN's mission in ensuring the stable and secure operation of the Internet's unique identifier systems through supporting the continued evolution of the governance of the ccNSO. In addition, this action supports the accountability mandates of organizational review process, as the changes to the Bylaws are in support of the ccNSO2 Review. This Board action is in the public interest as following the Bylaws-mandated amendment process supports ICANN's multistakeholder community and allows ICANN to remain accountable to its Bylaws-mandated mechanisms.

    The Chair called the meeting to a close.

Published on 10 May 2022