Preliminary Report | Special Meeting of the ICANN Board | 14 March 2012

[Formal Minutes are still to be approved by the ICANN Board]

Note: This has not been approved by the Board and does not constitute minutes but does provide a preliminary attempt setting forth the unapproved reporting of the resolutions from that meeting. Details on voting and abstentions will be provided in the Board's Minutes, when approved by the Board 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 on 14 March 2012 in San Jose, Costa Rica at 5:00 p.m. local time.

Chairman Steve Crocker promptly called the meeting to order.

In addition to the Chair the following Directors participated in all or part of the meeting: Rod Beckstrom (President and CEO), Sébastien Bachollet, Cherine Chalaby, Bertrand de La Chapelle, Chris Disspain, Bill Graham, Erika Mann, Gonzalo Navarro, Ray Plzak, R. Ramaraj, George Sadowsky, Mike Silber, Bruce Tonkin (Vice Chair), Kuo-Wei Wu and Judith Vazquez.

The following Board Liaisons participated in all or part of the meeting:; Ram Mohan, SSAC Liaison; Thomas Narten, IETF Liaison; Thomas Roessler, TLG Liaison; and Suzanne Woolf, RSSAC Liaison.

Heather Dryden, GAC Liaison, sent apologies.

This is a preliminary report of the approved resolutions resulting from the Special Meeting of the ICANN Board of Directors, which took place on 14 March 2012.

  1. Board Member Conflicts of Interest – New gTLD Program


  1. Board Member Conflicts of Interest – New gTLD Program

    The Board reviewed the process for considering potential conflicts of interest in relation to the New gTLD Program, including the ability for Directors and Liaisons who had been preliminary identified as having perceived potential or actual conflicts of interest to meet with the Subcommittee of the Board Governance Committee on Ethics and Conflicts regarding that determination.  The Board then discussed the determinations in relation to two Board members and one Liaison.

    The Board took the following action:

    Resolved (2012.03.14.01), the Subcommittee of the Board Governance Committee on Ethics and Conflicts is requested to review its determination of a perceived, potential or actual conflict of interest in relation to one of the Directors to determine if the mitigation factors identified remain correct as a result of new information learned at the meeting.

    Fourteen Board members voted in favor or Resolution 2012.03.14.01.  One Board member abstained from voting.  One Board member was unavailable to vote on the resolution.  The resolution carried.

    Rationale for Resolution 2012.03.12.01

    In assuring its adherence to the highest standards of ethics and addressing conflicts of interest, a Subcommittee has been formed to assist the Board Governance Committee in reviewing Board member and liaison statements of interests.  The intensive review and discussion regarding conflicts of interest increases ICANN’s accountability to the community.  This is expected to have a positive impact on the community, and no impact on the resources of the organization.  This decision is not expected to impact the security or stability of the DNS.