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Secretary's Notice | Secretary’s Notice of the ICANN Board Action Without a Meeting | 9 November 2020

EFFECTIVE DATE: 9 November 2020

THE ICANN BOARD PASSED THE FOLLOWING RESOLUTION EFFECTIVE 9 NOVEMBER 2020 BY UNANIMOUS CONSENT, WITHOUT A MEETING, PURSUANT TO THE ICANN BYLAWS AT:

Section 7.19. ACTION WITHOUT MEETING

Any action required or permitted to be taken by the Board or a Committee of the Board may be taken without a meeting if all of the Directors entitled to vote thereat shall individually or collectively consent in writing to such action. Such written consent shall have the same force and effect as the unanimous vote of such Directors. Such written consent or consents shall be filed with the minutes of the proceedings of the Board.

ALL VOTING MEMBERS RESPONDED AND CONSENTED TO THE FOLLOWING RESOLUTION BY ELECTRONIC MEANS:

Whereas, there has been, and will continue to be until its conclusion, extensive activity in [Redacted – Privileged & Confidential], which pursuant to ICANN's Contracting and Disbursement Policy requires Board approval to pay.

Whereas, ICANN org and the Board Accountability Mechanisms Committee have recommended that the Board approve a tranche of money in the amount of [Redacted – Privileged & Confidential], and authorize the President and CEO, or his designee(s), to make disbursements of this amount.

Resolved (2020.11.09.01), the Board hereby approves a tranche of money in the amount of [Redacted – Privileged & Confidential], and authorizes the President and CEO, or his designee(s), to make disbursements of this amount, and of any amount of fees and costs that exceeds this tranche unless they exceed or are expected to exceed an additional $500,000 in this matter.

Resolved (2020.11.09.02), specific items within this resolution shall remain confidential pursuant to Article 3, sections 3.5(b) and (d) of the ICANN Bylaws.

Rationale for Resolutions 2020.11.09.01 – 2020.11.09.02

When required, ICANN must engage outside legal counsel to help prepare for and defend against all types of disputes that are brought against ICANN. When those disputes become highly contentious they often require significant involvement during a certain time period by outside counsel and that significant amount of time also results in significant fees and related expenses.

Per ICANN's Contracting and Disbursement policy (https://www.icann.org/resources/pages/contracting-disbursement-policy-2015-08-25-en), if any invoice calls for disbursement of more than $500,000 Board approval is required to make the payment. In an effort to enhance transparency and predictability to the Board, the organization has provided the Board with an explanation of the activity and incurred costs to date [Redacted – Privileged & Confidential]. Accordingly, the Board has been asked by the organization to approve a tranche of money to pay already incurred and estimated upcoming outside legal fees and related expenses [Redacted – Privileged & Confidential], which the Board Accountability Mechanisms Committee has reviewed and recommended, and which the Board has done through this resolution.

The Board is comfortable that ICANN organization, including ICANN's General Counsel's Office, is properly monitoring the work performed and expenses incurred by outside legal counsel to ensure that all fees and costs are appropriate under the given circumstances at any given time. Therefore, the Board is comfortable taking this decision.

Taking this Board action fits squarely within ICANN's mission and the public interest in that it ensures that payments of large amounts for one matter are reviewed and evaluated by the Board as appropriate in accordance with ICANN's Contracting and Disbursement Policy. This ensures that the Board is overseeing large disbursements and acting as proper stewards of the funding ICANN receives from the public.

While this will have a fiscal impact on ICANN, it is an impact that was contemplated in the FY20 budget [Redacted – Privileged & Confidential]. This decision will not have an impact on the security, stability or resiliency of the domain name system.

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