Internet Corporation for Assigned Names and Numbers

Approved Board Resolutions | Regular Meeting of the ICANN Board | Dakar

28 October 2011
  1. Consent Agenda
  2. Joint Applicant Support
  3. Budget Request – New gTLD Communications Plan
  4. Adoption of Revised Investment Policy
  5. Recommendations from Security and Stability Advisory Committee Report on Whois Terminology & Structure (SAC051)
  6. Review of ICANN Conflicts of Interest Policy and Ethics
  7. Registrar Accreditation Agreement Amendments
  8. GNSO PDP Recommendations
  9. Receipt of Communique from the African Union

 

  1. Consent Agenda

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

    1.1. Approval of Minutes of 11 October 2011 ICANN Board Meeting

    Resolved (2011.10.28.01), the Board approves the minutes of the 11 October 2011 ICANN Board Meeting.

    1.2. Endorsement of IDN Guidelines Revision

    Whereas, the IDN Guidelines were initially adopted by the ICANN Board in 2003, and subsequently updated in 2005, 2006 and 2007 to reflect best practices and protocol updates through the IETF.

    Whereas, the current version was published prior to the IDNA2008 revision of the IDNA Protocol and is now over four years old.

    Whereas, an IDN Guidelines Revision Working Group, made up of experts from ccTLD and gTLD registries, met in Singapore to establish a plan for updating the IDN Guidelines.

    Whereas, Version 3.0 of the IDN Guidelines was published for public comment from 27 July 2011 to 26 August 2011.

    Whereas, a public comment summary and analysis was completed and published on 2 September 2011.

    Whereas, the IDN Guidelines Revision Working Group incorporated inputs received during the comment period and published a final update to Version 3.0 of the IDN Guidelines on 2 September 2011 for consideration by the ICANN Board.

    Resolved (2011.10.28.02), the ICANN Board of Directors endorses the Version 3.0 of the IDN Guidelines and agrees that the President and CEO is authorized to implement the Guidelines by authorizing registration of IDNs on the basis of those Guidelines.

    Rationale for Resolution 2011.10.28.02

    Under the Affirmation of Commitments signed by ICANN and the US Department of Commerce on 30 September 2009, the importance for global Internet users to be able to use the Internet in their local languages and character sets was recognized. ICANN has followed an open and transparent process in publishing a revised IDN Guidelines.

    This update to the IDN Guidelines is necessary to bring the Guidelines into current practice with IDNA2008. This is also needed so that new IDN registries that are being launched through the IDN ccTLD Fast Track Process and current gTLD registries offering IDN registrations adopt the most current version of the Guidelines.

    A Board paper detailing the process for updating Version 3.0 of the IDN Guidelines and comments received between 27 July 2011 and 26 August 2011 has been provided to the Board.

    There are no anticipated fiscal impacts on ICANN from this decision. ICANN staff will continue to work with the Revision Working Group on future updates to the IDN Guidelines that may be necessary based on the outcomes of the IDN Variant Project and other developments to the IDNA Protocol.

    1.3. Approval of SSAC Member Reappointments

    Whereas, Article XI, Section 2, Subsection 2 of the Bylaws governs the Security and Stability Advisory Committee (SSAC).

    The Bylaws impose three-year terms for SSAC members, require staggering of terms, and obligate the SSAC chair to recommend the reappointment of all current SSAC members to full or partial terms to implement the Bylaws revisions.

    Whereas, in July 2011 the SSAC Membership Committee initiated an annual review of SSAC members whose terms are ending 31 December 2011 and submitted to the SSAC its recommendations for reappointments.

    Whereas, on 7 September 2011, the SSAC members voted to approve the reappointments.

    Resolved (2011.10.28.03), the Board accepts the recommendation of the SSAC and reappoints the following SSAC members to three-year terms beginning 1 January 2012 and ending 31 December 2014: KC Claffy, Steve Crocker, Rodney Joffe, Mark Kosters, Russ Mundy, Mark Seiden, Bruce Tonkin, Stefano Trumpy and Paul Vixie.

    Rationale for Resolution 2011.10.28.03

    The SSAC is a diverse group of individuals whose expertise in specific subject matters enables the SSAC to fulfill its charter and execute its mission. Since its inception, the SSAC has invited individuals with deep knowledge and experience in technical and security areas that are critical to the security and stability of the Internet's domain name system. The above-mentioned individuals provide the SSAC with the expertise and experience required for the Committee to fulfill its charter and executive its mission. This decision should have no fiscal impact on the organization or the community.

    1.4. Approval of SSAC Member Appointments

    Whereas, the Security and Stability Advisory Committee (SSAC) does review its membership and make adjustments from time-to- time.

    Whereas, the SSAC Membership Committee, on behalf of the SSAC, requests that the Board should appoint Greg Aaron and Lyman Chapin to the SSAC for three-year terms.

    Resolved (2011.10.28.04), the Board appoints Greg Aaron and Lyman Chapin to the SSAC for three-year terms beginning 1 January 2012 and ending 31 December 2014.

    Rationale for Resolution 2011.10.28.04

    The SSAC is a diverse group of individuals whose expertise in specific subject matters enables the SSAC to fulfill its charter and execute its mission. Since its inception, the SSAC has invited individuals with deep knowledge and experience in technical and security areas that are critical to the security and stability of the Internet's domain name system.

    The SSAC's continued operation as a competent body is dependent on the accrual of talented subject matter experts who have consented to volunteer their time and energies to the execution of the SSAC mission. Greg brings expertise on abuse and impacts that currently are not covered completely in the SSAC membership. In addition, Greg contributed on the work party for SAC048: SSAC Comment on the Orphan Glue Records in the Draft Applicant Guidebook. See http://www.icann.org/en/committees/security/sac048.pdf [PDF, 163 KB]. Lyman has been an Invited Guest to the SSAC for the last 5 years. In that capacity he has contributed to many SSAC reports, discussions, and work parties. In particular, Lyman was a key contributor to the SSAC's recommendations on root scaling. See http://www.icann.org/en/committees/security/sac046.pdf [PDF, 175 KB].

    This decision should have no fiscal impact on the organization or the community.

    1.5. Recommendations on Post Expiration Domain Name Recovery

    Whereas, a GNSO Issues Report on Post-Expiration Domain Name Recovery was issued upon request of the At-Large Advisory Committee.

    Whereas, on 7 May 2009, the GNSO Council launched a Policy Development Process (PDP) on Post-Expiration Domain Name Recovery (PEDNR) addressing five charter questions, set forth at https://community.icann.org/display/gnsopednr/3.+WG+Charter.

    Whereas, the PDP followed the prescribed PDP steps as stated in the Bylaws, resulting in a Final Report delivered on 14 June 2011.

    Whereas, the PEDNR Working Group (WG) reached full consensus on the recommendations in relation to each of the five issues outlined in the Charter.

    Whereas, the GNSO Council reviewed, and discussed the recommendations of the PEDNR WG, and adopted the Recommendations on 21 July 2011 by a unanimous (Supermajority) vote (see http://gnso.icann.org/resolutions/#201107).

    Whereas, the GNSO Council vote met and exceeded the required voting threshold to impose new obligations on ICANN contracted parties.

    Whereas, after the GNSO Council vote, a 30-day public comment period was held on the approved recommendations, and the comments have been summarized and considered (http://www.icann.org/en/public-comment/pednr-board-recommendations-15aug11-en.htm).

    Resolved (2011.10.28.05), the Board adopts the GNSO Council Policy Recommendations on Post-Expiration Domain Name Recovery.

    Resolved (2011.10.28.06), the President and CEO is to develop and complete an implementation plan for these Recommendations and continue communication with the community on such work.

    Resolved (2011.10.28.07), the President and CEO is directed to undertake the promotion of best practices and development of educational materials as identified by the GNSO Council in Resolved Clauses B and C of the GNSO Resolution (http://gnso.icann.org/resolutions/#201107).

    Resolved (2011.10.28.08), the President and CEO shall cause ICANN's Contractual Compliance Department to provide updates to the GNSO Council on a regular basis in relation to the implementation and effectiveness of the proposed recommendations, either in the form of a report that details the number of complaints received in relation to renewal and/or post-expiration related matters, or in the form of audits that assess if the policy has been implemented as intended.

    Rationale for Resolutions 2011.10.28.05 – 2011.10.28.08

    Why the Board is addressing the issue now?

    The Post-Expiration Domain Name Recovery (PEDNR) Policy Development Process (PDP) was initially raised by the At-Large Advisory Committee (ALAC) with the GNSO Council. The ALAC raised a number of questions in relation to the predictability and transparency of existing expiration and renewal policies and practices. In addition to those issues, the PEDNR WG also addressed questions like: do registrants have adequate opportunity to redeem their domain name registration following expiration and is there adequate notice that a domain name registration is about to expire. The PEDNR Final Report received unanimous consensus support from the PEDNR Working Group as well as the GNSO Council. Following the closing of the public comment period on 15 September 2011, the next step as outlined in Annex A of the ICANN Bylaws is consideration by the ICANN Board of the recommendations.

    What is the proposal being considered?

    The following recommendations are being considered:

    Define "Registered Name Holder at Expiration" (RNHaE) as the entity or individual that was eligible to renew the domain name registration immediately prior to expiration. If the domain name registration was modified pursuant to a term of the Registration Agreement authorizing the modification of registration data for the purposes of facilitating renewal but not at the explicit request of the registrant, the RNHaE is the entity or individual identified as the registrant immediately prior to that modification.

    For at least eight consecutive days, at some point following expiration, the original DNS resolution path specified by the RNHaE, at the time of expiration, must be interrupted by the registrar, to the extent that the registry permits such interruptions, and the domain must be renewable by the RNHaE until the end of that period. (DNS interruption is defined as total Internet service interruption except for an informational web page, only one IP on which only port 80 is active.) This eight-day period may occur at any time following expiration. At any time during the eight-day period, the Registered Name Holder at Expiration may renew the domain with the Registrar, and the Registrar, within a commercially reasonable delay, will restore the domain name to resolve to its original DNS resolution path prior to expiration. Notwithstanding, the Registrar may delete the domain at any time during the Auto-renew grace period.

    If at any time after expiration when the Registered Name is still renewable by the RNHaE, the Registrar changes the DNS resolution path to effect a different landing website than the one used by the RNHaE prior to expiration, the page shown must explicitly say that the domain has expired and give instructions on how to recover the domain. Wording in the policy must make clear that "instructions" may be as simple as directing the RNHaE to a specific web site.

    The RNHaE cannot be prevented from renewing a domain name registration as a result of WHOIS changes made by the Registrar that were not at the RNHaE's request.

    The registration agreement must include or point to any fee(s) charged for the post-expiration renewal of a domain name. If the Registrar operates a website for registration or renewal, it should state, both at the time of registration and in a clear place on its website, any fee(s) charged for the post-expiration renewal of a domain name or the recovery of a domain name during the Redemption Grace Period.

    The registration agreement and Registrar web site (if one is used) must clearly indicate what methods will be used to deliver pre- and post-expiration notifications, or must point to the location where such information can be found. What destination address/number will be used must also be specified, if applicable.

    Registrar must notify Registered Name Holder of impending expiration no less than two times. One such notice must be sent one month or 30 days prior to expiration (±4 days) and one must be sent one week prior to expiration (±3 days). If more that two alert notifications are sent, the timing of two of them must be comparable to the timings specified.

    Unless the Registered Name is renewed or deleted by the Registrar, at least one notification to the RNHaE, which includes renewal instructions, must be sent after expiration.

    Notifications of impending expiration must include method(s) that do not require explicit registrant action other than standard e-mail receipt in order to receive such notifications.

    With the exception of sponsored gTLDs, all gTLD Registries shall offer the Redemption Grace Period (RGP). (An unsponsored TLD operates under policies established by the global Internet community directly through the ICANN process, while a sponsored TLD is a specialized TLD that has a sponsor representing the narrower community that is most affected by the TLD. It should be noted that this distinction is no longer used in the New gTLD Program.) For currently existing unsponsored gTLDs that do not currently offer the RGP, a transition period shall be allowed. All new gTLDs must offer the RGP. As part of the implementation, ICANN Staff should consider the Technical Steering Group's Implementation Proposal (http://www.icann.org/en/meetings/bucharest/redemption-topic.htm.)

    If a Registrar offers registrations in a gTLD that supports the RGP, the Registrar must allow the Registered Name Holder at Expiration to redeem the Registered Name after it has entered RGP.

    A transfer of a domain name during the RGP should not be allowed.

    In the event that ICANN gives reasonable notice to Registrars that ICANN has published web content as described in recommendation #15 below:

    Registrars, who have a web presence, must provide a link to the ICANN content on any website it may operate for domain name registration or renewal clearly displayed to its Registered Name Holders at least as clearly as its links to policies or notifications required to be displayed under ICANN Consensus Policies.

    Registrars may also host similar material adapted to their specific practices and processes.

    Registrar must point to the ICANN material in a communication sent to the registrant immediately following initial registration as well as in the mandated annual WHOIS reminder.

    The GNSO Council recommends the following best practices for promotion by ICANN and the Registrar Stakeholder Group:

    If post-expiration notifications are normally sent to a point of contact using the domain in question, and delivery is known to have been interrupted by post-expiration actions, post-expiration notifications should be sent to some other contact point associated with the registrant if one exists.

    The notification method explanation should include the registrar's email address from which notification messages are sent and a suggestion that registrants save this email address as a 'safe sender' to avoid notification emails being blocked by spam filter software.

    Registrars should advise registrants to provide a secondary email point of contact that is not associated with the domain name itself so that in case of expiration, reminders can be delivered to this secondary email point of contact.

    The GNSO Council recommends that ICANN, in consultation with Registrars, ALAC and other interested parties, develop educational materials about how to properly steward a domain name and how to prevent unintended loss. Such material may include registrant responsibilities, the gTLD domain life-cycle and guidelines for keeping domain name records current.

    The ICANN Contractual Compliance Department is requested to provide updates to the GNSO Council on a regular basis in relation to the implementation and effectiveness of the proposed recommendations, either in the form of a report that details amongst others the number of complaints received in relation to renewal and/or post-expiration related matters or in the form of audits that assess if the policy has been implemented as intended.

    The GNSO Council shall convene a PEDNR Implementation Review Team to assist ICANN Staff in developing the implementation details for the new policy should it be approved by the ICANN Board. The Implementation Review Team will be tasked with evaluating the proposed implementation of the policy recommendations as approved by the Board and is expected to work with ICANN Staff to ensure that the resultant implementation meets the letter and intent of the approved policy.

    If the PEDNR Implementation Review Team identifies any potential modifications to the policy or new PEDNR policy recommendations, the PEDNR Implementation Review Team shall refer these to the GNSO Council for its consideration and follow-up, as appropriate. Following adoption by the ICANN Board of the recommendations, the GNSO Secretariat is authorized to issue a call for volunteers for a PEDNR Implementation Review Team to the members of the PEDNR Working Group.

    Which stakeholders or others were consulted?

    Public comment forums were held on the initiation of the policy development process, the Initial Report and the Proposed Final Report, in additional to regular updates to the GNSO Council as well as workshops to inform and solicit the input from the ICANN Community at ICANN meetings (see for example, the ICANN Meeting in Brussels and San Francisco). Constituency statements were submitted (see https://community.icann.org/display/gnsopednr/Constituency+Statements). All the comments received were reviewed and considered by the PEDNR Working Group (see section 7 of the PEDNR Final Report).

    In addition, as prescribed by the ICANN Bylaws, a public comment forum was held on the recommendations to be considered by the ICANN Board.

    What concerns or issues were raised by the community?

    A summary and analysis of comments received can be found here: http://www.icann.org/en/public-comment/report-comments-pednr-board-recommendations-23sep11-en.pdf [PDF, 15 KB]. None of the comments submitted during this public comment period raised issues that were not already considered and addressed by the PEDNR Working Group.

    What significant materials did the Board review?

    The Board reviewed the GNSO Council Report to the Board, as well as the summary of public comments and Staff's response to those comments.

    What factors the Board found to be significant?

    The recommendations were developed following the GNSO Policy Development Process as outlined in Annex A of the ICANN Bylaws and have received the unanimous support from the GNSO Council. As outlined in the ICANN Bylaws, the Council's unanimous (supermajority) support for the motion obligates the Board to adopt the recommendation unless by a vote of more than 66%, the Board determines that the policy is not in the best interests of the ICANN community or ICANN. In addition, improvements to expiration and renewal related practices have the potential to reduce the number of complaints, in addition to providing clarity and predictability to registrants as well as registrars.

    Are there positive or negative community impacts?

    The proposed recommendations are expected to require significant changes on the part of registrars and to a lesser extend registries, even though the proposed recommendations are considered to be in line with current registrar and registry practices. Such changes may include:

    Updates to the registration agreement

    Updates to information on the registrar web-site

    Offer Redemption Grace Period

    Ensure that notices are sent at certain times

    Technical adjustments to ensure compliance with the requirements

    However, it is anticipated that the benefits are expected to outweigh the costs of adjusting existing practices as these proposed recommendations are expected to bring predictability and transparency to expiration and renewal related practices for gTLD registrants. As stated by the PEDNR Working Group "these recommendations represent the compromise that has been found between the different viewpoints that existed amongst the WG members and the WG is confident that these recommendations will provide additional guarantees to registrants; will improve registrant education and comprehension, and; are in line with current registrar practices and will have minimal impact on most registrars and other affected stakeholders."

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

    Apart from those changes required in process for registrars and registries as outlined above, no other fiscal impacts or ramifications on ICANN; the community; and/or the public are expected.

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

    There are no security, stability, or resiliency issues related to the DNS if the Board approves the proposed recommendations.

    1.6. At-Large Review Implementation Interim Report

    Whereas, on 26 June 2009, the Board resolved to direct ICANN Staff to assist the At-Large community in developing a proposed implementation plan and timeline for the recommendations in the ALAC Review Final Report [PDF, 270 KB] (except for the recommendation to provide At-Large with voting seats) and to submit these to the Structural Improvements Committee (SIC) for review and Board approval. (Resolution 2009.06.26.12.)

    Whereas, at its 19 June 2010 meeting, the SIC acknowledged receipt from Staff and the At-Large community of an implementation plan, with timeline, "ALAC/At-Large Improvements Implementation Project Plan" [PDF, 399 KB], dated 7 June 2010, and resolved to recommend it to the ICANN Board for consideration.

    Whereas, at its 25 June 2010 Meeting, the Board directed ICANN's President and CEO to provide the Board with a summary [PDF, 579 KB] of the "ALAC/At-Large Improvements Implementation Project Plan" dated 7 June 2010, for consideration at the next Board meeting, if practicable. (Resolution 2010.06.25.10.)

    Whereas, at its 5 August 2010 Meeting, the Board approved the ALAC/At-Large Improvements Project Plan and directed ICANN's President and CEO to take action according to the ALAC/At-Large Improvements Implementation Project Plan and report back on the progress at the 2010 Annual General Meeting. (Resolution 2010.08.05.12.)

    Whereas, on 10 December 2010, during ICANN's 2010 Annual General Meeting, the Chair of the ALAC provided an update on the ALAC/At-Large Improvements Implementation Project Plan in her Chair's Report, prepared in collaboration with Staff.

    Whereas, at its 23 October 2011 Meeting, the SIC acknowledged receipt from staff of the ALAC/At-Large Improvements Project Milestone Report [PDF, 532 KB], dated 9 October 2011, and resolved to transmit this report to the ICANN Board.

    Resolved (2011.10.28.09), the Board acknowledges receipt of the ALAC/At-Large Improvements Project Milestone Report, dated 9 October 2011, which provides an update on the implementation of the recommendations in the ALAC Review Final Report; and the Board recognizes the substantial amount of work done thus far by the ALAC and At-Large community toward implementing these recommendations.

    Rationale for Resolution 2011.10.28.09

    As the ALAC and the At-Large Community approach the conclusion of the implementation of recommendations arising out of the ALAC Review Working Group Final Report, receiving regular updates documenting the status of the work is helpful to the Board and the community as a whole. The Board notes that additional discussion is required in the Board Structural Improvements Committee to determine what further implementation work is necessary to declare the implementation of the recommendations complete. To that end, the full financial implication of the further recommendations are not yet fully identified, nor are the impacts on ICANN and the other portions of the ICANN community. However, there is no immediate financial or resource impact on ICANN from the receipt of this Report, nor is there any impact on the security, stability or resiliency of the DNS.

    1.7. Technical Relations Working Group Final Report

    Whereas, on 18 March 2011, the Board received a final report from the independent reviewer for the TLG Review and resolved to establish a Board Technical Relations Working Group, BTRWG, to address the recommendations of the TLG Review final report. (Resolutions 2011.03.18.28-31)

    Whereas, on 21 April 2011, the Board resolved to adopt the membership of the BTRWG and the Charter for the BTRWG. (Resolutions 2011.04.21.05 and 2011.04.21.12.)

    Whereas, the BTRWG submitted its final report, "Final Report from the Board Technical Relations Working Group ", dated 22 August 2011, to the ICANN Board for consideration.

    Whereas, on 25 August 2011, the Board acknowledged receipt of the Final Report and directed the SIC to analyze the report and propose a course of action. (Resolution 2011.08.25.06.)

    Whereas, the Structural Improvements Committee at its meeting 23 October 2011 found it advisable to have the Final Report posted for public comments to provide further basis for actions and recommended that the Board request such posting.

    Resolved (2011.10.28.10), the Board directs that the "Final Report from the Board Technical Relations Working Group", dated 22 August 2011, be posted for public comments and a summary of comments received be provided to the SIC.

    Rationale for Resolution 2011.10.28.10

    The proposed actions are intended to fulfill transparency requirements and to inform further work. The actions to be taken do not entail any budgetary consequences in and of themselves, nor any potential negative effects. It is important to take these actions now to timely prepare for future restructuring actions to be proposed for the Board's consideration and decision. The decision to post the Final Report from the Board Technical Relations Working Group will have no impact on the security, stability and resiliency of the domain names system.

    1.8. DNS Risk Management Framework Working Group

    Whereas on 18 March 2011, the Board directed the Board Governance Committee (BGC) to recommend to the Board a working group to oversee the development of a risk management framework and system for the DNS as it pertains to ICANN's role as defined in the ICANN Bylaws.

    Whereas, the BGC has recommend members of the working group, as well as a charter for the working group.

    Resolved (2011.10.28.11), the following individuals shall serve as members of the DNS Risk Management Framework working group: Bill Graham - Chair, Patrik Fälström, Roelof Meijer, Ram Mohan, Ray Plzak, Bill Woodcock, and Suzanne Woolf.

    Rationale for Resolution 2011.10.28.11

    The development of a risk management framework is intended to fulfill the Board's expressed desire to develop a security framework for Internet naming and address allocation services that defines the key focus areas, and identifies where the responsibilities for each area lie. The Board has established this working group of individuals with expertise in the relevant topic area to oversee the development of such a risk management framework and system for the DNS as it pertains to ICANN's role as defined in the ICANN Bylaws. The progress reflected by the establishment of this working group will assist ICANN in continuing to work to maintain security, stability and resiliency of the DNS.

    The results of the work overseen by this group should have a positive affect on the community in that it shall help define focus areas and responsibility. The establishment of the working group should not have a fiscal impact on the organization or the community.

    1.9. Membership of Board-Governmental Advisory Committee Working Group

    Whereas, on 22 October 2011, the Board approved the initial membership of the Board-Governmental Advisory Committee Working Group, which was formed to lead the Board's coordination with the GAC on the implementation of the JWG recommendations and the GAC-related recommendations from the ATRT.

    Whereas, the Board Governance Committee recommends that Erika Mann should be added to the membership of the Working Group.

    Resolved (2011.10.28.12), the Board approves Erika Mann as a member of the Board-Governmental Advisory Committee Working Group.

    Rationale for Resolution 2011.10.28.12

    Implementing recommendations from both the Board-GAC Joint Working Group and the Accountability and Transparency Review Team is important to enhancing the relationship between the Board and the GAC and the accountability and transparency of both. This working group provides a formal mechanism to oversee the implementation of the recommendations. As required for assessment within the Affirmation of Commitments, there is no security and stability impact on the DNS nor any affect on ICANN's fiscal resources as a result of this action.

    1.10. Posting of Expert's Report on Board Compensation

    Whereas on 25 August 2011, after several years of consideration, including the most recent Accountability and Transparency Review Teams' recommendation to compensate Directors, the Board directed ICANN's General Counsel and Secretary to retain Towers Watson as the Board's Independent Valuation Expert to evaluate and report on the appropriateness of compensation for ICANN's voting Board members.

    Whereas, Towers Watson has conducted its evaluation and has determined that compensating the ICANN voting Board members is reasonable.

    Whereas, Towers Watson has also recommended a particular level of compensation for ICANN's voting Board members and has presented a Report to ICANN for its consideration.

    Whereas, the Board Governance Committee has recommended that the Board post the Independent Valuation Expert's Report.

    Whereas, the Board is committed to transparency of the process relating to Board member compensation.

    Resolved (2011.10.28.13), the Independent Valuation Expert's Report shall be publicly posted.

    Rationale for Resolution 2011.10.28.13

    Over the past several years, ICANN has been considering issues surrounding Board compensation. The Board has publicly discussed the matter and has reviewed independent analysis and advice on the matter. For example: (i) there were calls from the community in relation to ICANN Framework for Accountability and Transparency that the entire Board be compensated; (ii) budget contingency discussions since FY08 have involved the concept of possible Board remuneration; (iii) independent evaluation experts provided studies on other non-profit organizations and Board member remuneration; (iv) the Boston Consulting Group ("BCG") that conducted the Board Review suggested that relatively modest fees to compensate directors for time may be appropriate; (v) the Board Review working group acknowledged general support from BCG and community for director remuneration, but recommended further study in coordination with General Counsel; and (vi) the Accountability and Transparency Review Team specifically recommended that the Board should implement a compensation scheme for voting Directors.

    In August of 2010, the Board approved compensation for the Board Chair. Since that time a call for all voting directors to be compensated has continued, most recently through Recommendation 5 from the Accountability and Transparency Review Team.

    On 25 August 2011, the Board began taking the steps necessary to consider compensation for the voting Board members, including posting a revised conflicts of interest policy as well as revised Bylaws that would be required if the Board ultimately approves compensation for voting Board members.

    Publicly posting the Independent Valuation Expert Report should have a positive impact on the community as it will provide more transparency into the Board's process Further, informing the community through posting all of the process steps the Board is following, as well as the proposed revisions for the Conflicts of Interest Policy and the Bylaws, significantly enhances ICANN's transparency in this matter.

    Following these steps has had a small fiscal impact on ICANN as it did cost some to engage the Independent Valuation Expert, however that eventually was budgeted for when the Board adopted the ATRT Recommendations. Taking these steps, including publishing the Independent Valuation Expert Report, will not negatively affect the security, stability or resiliency of the domain name system.

    1.11. Thanks to Departing At-Large Volunteers

    Whereas, ICANN wishes to acknowledge the considerable energy and skills that members of the stakeholder community bring to the ICANN process.

    Whereas, in recognition of these contributions, ICANN wishes to acknowledge and thank members of the community when their terms of service on Supporting Organizations and Advisory Committees end.

    Whereas, seven (7) members of the At-Large Advisory Committee have left their positions since the Singapore meeting:

    • Mohamed El Bashir, ALAC Member from the AFRALO - March 2007 to October 2011
    • Sylvia Herlein Leite, ALAC Member from the LACRALO – October 2009 to October 2011
    • Dave Kissoondoyal, ALAC Member from the AFRALO - October 2009 to October 2011
    • Cheryl Langdon-Orr, ALAC Member from the APRALO – 2007 to 2009 and 2009 to 2011, ALAC Vice-Chair – 2010-2011
    • James Seng, ALAC Member from the APRALO elected by the Nominating Committee – October 2009 to October 2011
    • Gareth Shearman, ALAC Member from the NARALO – October 2009 to October 2011
    • Patrick Vande Walle, ALAC Liaison to the SSAC – November 2009 to October 2011

    Resolved (2011.10.28.14), Mohamed El Bashir, Sylvia Herlein Leite, Dave Kissoondoyal, Cheryl Langdon-Orr, James Seng, Gareth Shearman and Patrick Vande Walle have earned the deep appreciation of the Board for their terms of service, and the Board wishes them well in their future endeavors.

    1.12. Thanks to Departing GNSO Volunteers

    Whereas, ICANN wishes to acknowledge the considerable energy and skills that members of the stakeholder community bring to the ICANN process.

    Whereas, in recognition of these contributions, ICANN wishes to acknowledge and thank members of the community when their terms of service on Supporting Organizations and Advisory Committees end.

    Whereas, eleven (11) members of the GNSO have left their positions since the Singapore meeting:

    • Olga Cavalli – GNSO Council Member from the Nominating Committee –November 2007 to October 2011
    • Mason Cole – Chair of the Registrar Stakeholder Group – through October 2011
    • Avri Doria – Chair of the Non-Commercial Stakeholder Group – through October 2011
    • J. Scott Evans – Chair of the Intellectual Property Constituency – through October 2011
    • Debbie Hughes – GNSO Council Member from the Non-Commercial Stakeholders Group– October 2009 to October 2011
    • Adrian Kinderis, GNSO Council Member from the Registrar Stakeholder Group – July 2007 to October 2011
    • Andrei Kolesnikov – GNSO Council Member from the Nominating Committee – October 2009 to October 2011
    • Kristina Rosette – GNSO Council Member from the Intellectual Property Constituency – October 2009 to October 2011
    • Tim Ruiz, GNSO Council Member from the Registrar Stakeholder Group – November 2007 to October 2011
    • Rosemary Sinclair – GNSO Council Member from the Non-Commercial Stakeholder Group – October 2009 to October 2011
    • Jaime Wagner – GNSO Council Member from the Internet Service Providers and Connectivity Providers (ISPCP) – October 2009 to October 2011

    Resolved (2011.10.28.15), Olga Cavalli, Mason Cole, Avri Doria, J. Scott Evans, Debbie Hughes, Adrian Kinderis, Andrei Kolesnikov, Kristina Rosette, Tim Ruiz, Rosemary Sinclair and Jaime Wagner have earned the deep appreciation of the Board for their terms of service, and the Board wishes them well in their future endeavors.

    1.13. Thank You to Departing ccNSO Volunteers

    Whereas, ICANN wishes to acknowledge the considerable energy and skills that members of the stakeholder community bring to the ICANN process.

    Whereas, in recognition of these contributions, ICANN wishes to acknowledge and thank members of the community when their terms of service on Supporting Organizations and Advisory Committees end.

    Whereas, one (1) member of the ccNSO has left her position since the Singapore meeting:

    Jian Zhang, ccNSO Council Member, elected by the Nominating Committee - November 2008 to October 2011

    Resolved (2011.10.28.16), Jian Zhang has earned the deep appreciation of the Board for her term of service, and the Board wishes her well in her future endeavors.

    1.14. Thank You to Patrick Vande Walle (SSAC)

    Whereas, Patrick Vande Walle was appointed to the ICANN Security and Stability Advisory Committee on 26 June 2009.

    Whereas, ICANN wishes to acknowledge and thank Patrick Vande Walle for his service to the community by his membership on the Security and Stability Advisory Committee.

    Resolved (2011.10.28.17), Patrick Vande Walle has earned the deep appreciation of the Board for his service to ICANN by his membership on the Security and Stability Advisory Committee, and that the Board wishes Patrick Vande Walle well in all future endeavours.

    1.15. Thank You to Harald Alvestrand (SSAC)

    Whereas, Harald Alvestrand was appointed to the ICANN Security and Stability Advisory Committee on 26 June 2009.

    Whereas, ICANN wishes to acknowledge and thank Harald Alvestrand for his service to the community by his membership on the Security and Stability Advisory Committee.

    Resolved (2011.10.28.18), Harald Alvestrand has earned the deep appreciation of the Board for his service to ICANN by his membership on the Security and Stability Advisory Committee, and that the Board wishes Harald Alvestrand well in all future endeavours.

    1.16. Thank You to Reinhard Scholl

    Whereas, Reinhard Scholl was appointed to serve as TLG Group Liaison on the ICANN Board in December 2010.

    Whereas, Reinhard previously served as the TLG Group Liaison in 2008.

    Whereas, Reinhard concludes his term as the TLG Liaison to the ICANN Board on 28 October 2011.

    Whereas, Reinhard has served as:

    • Member of the Structural Improvements Committee
    • Member of the Technical Relations Working Group

    Resolved (2011.10.28.19), Reinhard has earned the deep appreciation of the Board for his term of service as TLG Liaison to the ICANN Board, and the Board wishes Reinhard well in all future endeavors.

    1.17. Thank You to Katim Seringe Touray

    Whereas, Katim Seringe Touray was appointed by the Nominating Committee to the ICANN Board in November 2008.

    Whereas, Katim concludes his term as a member of the Board of Directors on 28 October 2011.

    Whereas, Katim has served as:

    • Member of the Board Global Relationships Committee
    • Member of the Board IANA Committee
    • Member of the Board Public Participation Committee
    • Member of the Board-GAC Joint Working Group on the Role of the GAC
    • Member of the Board ATRT Working Group
    • Team Leader on Support to Applicants from Developing Countries during the Board-GAC Consultations in Brussels

    Resolved (2011.10.28.20), Katim has earned the deep appreciation of the Board for his term of service as a Director, and the Board wishes Katim well in all future endeavors.

Main Agenda

  1. Joint Applicant Support

    Whereas, the Board has received the Final Report of the Joint Applicant Support Working Group (JAS WG), appreciates the work of the JAS WG created in April 2010 by the ALAC and GNSO, and thanks the entire ICANN community for the constructive dialogue leading up to and during this week in Dakar.

    Whereas, the Board expresses its appreciation to the GAC and ALAC for their joint statement on the JAS WG report.

    Whereas, the Board is committed to ensuring that the implementation of a support program for deserving applicants will be done in a manner to enable those applicants to effectively participate in and benefit from the first round of the New gTLD Program.

    Resolved (2011.10.28.21), the Board takes the JAS WG Final Report seriously, and a working group of Board members has been convened to oversee the scoping and implementation of the recommendations arising out of that Report, as feasible.

    Resolved (2011.10.28.22), the President and CEO is expected to commence work immediately and provide a detailed plan for consideration. If the plan is complete sufficiently in advance of its next scheduled Board Meeting set for 8 December 2011, the Board will seek to add a special meeting to its schedule prior to that date.

    Rationale for Resolutions 2011.10.28.21 – 2011.10.28.22

    In Singapore, the Board resolved that it would consider the report and recommendations of the Joint Applicant Support Working Group. The Board takes seriously the assertions of the ICANN community that applicant support will encourage diverse participation in the New gTLD Program and promote ICANN's goal of broadening the scope of the multi-stakeholder model. In its deliberations, the Board is balancing its fiscal responsibility in launching the New gTLD Program, the desire to provide a support program in the first round, and the time required to obtain additional funding. While the Board solution is not complete, there is a vision for accomplishing each of those three goals. As required for assessment within the Affirmation of Commitments, there is no security and stability impact on the DNS. Part of the further work required through this resolution will assess the affect of this work; however there is no affect on ICANN's fiscal resources as a result of this immediate action.

  2. Budget Request – New gTLD Communications Plan

    Whereas, at the Paris ICANN meeting in 2008, the Board adopted the GNSO policy recommendations to introduce new Generic Top-Level Domains (new gTLDs), including at least a four-month communications period to raise global awareness.

    Whereas, the Draft New gTLD Communications Plan http://www.icann.org/en/topics/new-gtlds/new-gtlds-communications-plan-30may11-en.pdf [PDF, 486 KB] describes the global outreach and education activities that will be conducted in each of the ICANN geographic regions.

    Whereas, the FY 12 budget allocates US $805,000 to fund this effort.

    Whereas, planning and subsequent execution of the Communications Plan has indicated the need for a full service global public relations firm to ensure ICANN effectiveness in this effort.

    Whereas, funds can be re-allocated in the adopted ICANN Budget to support the augmented communications effort without materially affecting performance in other areas.

    Whereas, at its 22 October 2011 meeting the Board Finance Committee approved a recommendation that the Board approve an additional expenditure of US$900,000 for the execution of the Communications Plan.

    Resolved (2011.10.28.23), the Board approves an additional expenditure of up to US $900,000 for the remaining three months of the Communications Plan, to be used for the retention of Burson-Marsteller, a global public relations firm, to work towards the goal of raising global awareness of new Generic Top Levels Domains consistent with the terms of the Communications Plan.

    Resolved (2011.10.28.24), the Board authorizes the President and CEO to enter into any contracts necessary to fulfill the objectives of the New gTLD Communications Plan to the extent those contracts do not exceed the budget for the Communications Plan.

    Rationale for Resolution 2011.10.28.23 – 2011.10.28.24

    The budget for the Board-mandated new gTLD communications program is currently US $805,000. That figure was based on an earlier draft communications plan.

    The current plan is more expansive and ambitious. It is based on the premise that every potential applicant should be aware of the program's opportunities and risks, and thus it is aimed at building maximum awareness through multiple communications channels. It also focuses more strongly on developing countries.

    The Plan is built on four principal efforts:

    1. Regional "road shows" and public events;
    2. Earned media – broadcast, online and print;
    3. Social media; and
    4. Global information through paid advertising,

    and multiplying these efforts through the community.

    The New gTLD Communications Plan is neutral in its presentation. ICANN is not promoting applications for new gTLDs or advocating that any organization apply for one. Rather, ICANN is providing essential information and raising awareness of the New gTLD Program.

    The current efforts limited in scope. ICANN has determined that retaining a full-service worldwide public relations firm to further coordinate ICANN's efforts will assure that ICANN is able to attain the goal of the New gTLD Communications Plan.

    ICANN has identified a well-respected global public relations firm, Burson-Marsteller, that can provide a broad range of awareness-raising services. ICANN will have access to the firm's extensive network with an established presence in 91 countries, over 40 of them developing nations. These local and regional assets are invaluable. ICANN also will benefit from the firm's expertise in digital and social media. ICANN will retain editorial control over all implementation aspects of the New gTLD Communications Plan.

    Securing a global public relations firm of this caliber will contribute greatly toward ensuring success of the New gTLD Communications Plan. And as the first deliverable of the New gTLD Program, success of the New gTLD Communications Plan is critical.

    Approval of this resolution will positively affect ICANN's accountability and transparency by globally maximizing the spread of information about ICANN itself. This action will have no effect on the security, stability and resiliency of the domain name system.

    The New gTLD Communications Plan will be conducted within the existing ICANN budget. This effort will be funded out of contingency funds, so the expenditure will not affect ICANN's ability to perform and accomplish its other goals and objectives.

  3. Adoption of Revised Investment Policy

    Whereas, the Board Finance Committee requested that an outside expert review the Investment Policy to ensure it is appropriate for ICANN.

    Whereas, the outside expert completed a review of the ICANN Investment Policy and concluded that overall the Investment Policy is comprehensive and well-written.

    Whereas, the outside expert recommends a few modifications of the Investment Policy be made to ensure that it is as strong as possible.

    Resolved (2011.10.28.25), the Board endorses the ICANN Investment Policy and adopts the recommended modifications to the Investment Policy.

    Rationale for Resolution 2011 10.28.25

    In furtherance of its due diligence in regards to ICANN's Investment Policy, the Board Finance Committee requested staff to engage an investment consulting firm to review the Policy. ICANN staff selected Bridgebay Investment Consultant Services to perform such review. As a result of its review process, Bridgebay recommended a few modifications to the Policy intended to enhance consistency with the investment strategy, add institutional, commingled funds as eligible investment vehicles, and further differentiate the allowable investments for the Operating and Reserve Funds. Bridgebay also reviewed other policy issues including: segregation of duties and responsibilities, risk controls, monitoring and reporting and procedures for policy exceptions. These modest clarifications will enable the investment manager to optimize its asset allocation strategy for the Reserve Fund in a conservative, risk-controlled manner.

    The suggested change is not expected to have any direct effect on the public. It is not expected to have any fiscal impact, or any impact on the security, stability and resiliency of the Domain Name System.

  4. Recommendations from Security and Stability Advisory Committee Report on Whois Terminology & Structure (SAC051)

    Whereas, WHOIS service has been an important information service for the Internet community, and is part of all ICANN TLD contracts.

    Whereas, the shortcomings of the WHOIS protocol have been known for some time.

    Whereas, on 20 September 2011, ICANN's Security and Stability Advisory Committee (SSAC) published a report "SSAC Report on Domain Name WHOIS Terminology and Structure" (SAC 051), including specific recommendations aimed at clarity of terminology and structure with regard to discussions regarding WHOIS.

    Resolved (2011.10.28.26), the Board hereby acknowledges the receipt of SAC 051, and thanks SSAC and other contributors for their efforts in the creation of the report.

    Resolved (2011.10.28.27), the Board directs staff to produce, in consultation with the community, a roadmap for the coordination of the technical and policy discussions necessary to implement the recommendations outlined in SAC 051.

    Resolved (2011.10.28.28), the Board directs staff to forward SAC 051 to ICANN's Advisory Committees and Supporting Organizations for their advice, if any, with regards to implementing the SSAC recommendations, and to forward SAC 051 to the Whois Review Team.

    Rationale for Resolutions 2011.10.28.26 – 2011.10.28.28

    [TBD]

  5. Review of ICANN Conflicts of Interest Policy and Ethics

    Whereas, ICANN seeks to attain a higher ethical standard to ensure the legitimacy and sustainability of the multi-stakeholder model as enshrined in ICANN.

    Whereas, ICANN's current corporate governance documents, as set out at http://www.icann.org/en/documents/governance/, include a Conflicts of Interest Policy and Board Code of Conduct (including ethical guidelines and confidentiality provisions).

    Whereas, it is crucial to have strengthened rules and practices in place as ICANN embarks on the New gTLD Program.

    Whereas, ICANN is undertaking multiple external reviews of its existing Conflicts of Interest Policy, Code of Conduct and other conflicts and ethics practices.

    Whereas, ICANN's objective is to meet the following timeline:

    • Research and analysis, and initial review by BGC - fourth quarter 2011
    • Public Comment postings by January 2012
    • Summaries provided to BGC for consideration and discussion, and any required revisions in February 2012
    • Board approval in March 2012

    Whereas, while awaiting specific recommendations for enhancements to ICANN's policies and practices, ICANN is committed to demonstrating that it will treat decisions approving any new gTLD application in an ethical manner and with care to avoid even an appearance of a conflict of interest.

    Resolved (2011.10.28.29), the Board is working on a statement of how Directors interested in specific new gTLD applications will be restricted from participation in the deliberations and decisions regarding the New gTLD Program.

    Resolved (2011.10.28.30), the Board directs the President and CEO to provide direction on a clearly-defined proposal to facilitate the Board's taking further action on such a statement at the 8 December 2011 meeting of the Board.

    Rationale for Resolutions 2011.10.28.29 – 2011.10.28.30

    Over the past several months, ICANN has placed a strong emphasis on the need for enhancing ICANN's policies relating to conflicts of interest, ethics, confidentiality and an overall code of conduct. During the Singapore meeting, the President and CEO identified such issues as crucial given that the New gTLD Program was entering into a new phase with Board approval, which was taken on 20 June 2011. In addition, the community has been calling for a thorough review of these policies. Accordingly, ICANN has determined that it should strive to achieve a Gold Standard in both the documentation of polices and the adherence to polices relating to conflicts of interest ethics, confidentiality and code of conduct.

    In order to achieve the Gold Standard that ICANN has determined to achieve, ICANN is undertaking multiple external reviews of its conflicts and ethics practices. First, our corporate law firm is reviewing our current working documents, including our "Conflicts of Interest Policies", "Code of Conduct" and "Employee Handbooks," to enhance the focus on best practices for conflicts and ethics. Second, a new independent law firm (not involved in ICANN processes) is reviewing ICANN's documentation, comparing ICANN to similarly situated non-profits and making recommendations for enhancements. Third, ICANN is contracting with an international expert group to review ICANN's documents and practices and to make recommendations. This group will focus on ICANN's global function and the best practices of other international organizations.

    While awaiting specific recommendations for enhancements to ICANN's policies and practices, ICANN is committed to demonstrating that it will treat decisions relating to approving any single new gTLD application in an ethical manner and with care to avoid even the appearance of a conflict of interest. Accordingly, ICANN has passed this resolution and will take further action in December 2011.

    Taking this action will positively impact the ICANN community by addressing these issues with urgency, and committing to continue these enhancements to ensure the legitimacy and sustainability of the multi-stakeholder model as enshrined in ICANN. Further, this resolution will have a fiscal impact to the extent that ICANN is required to pay the expert reviewers. This action will not have any impact on the security, stability and resiliency of the domain name system.

  6. Registrar Accreditation Agreement Amendments

    Whereas the GNSO Council resolved on 4 March 2009 to support Registrar Accreditation Agreements (RAA) amendments as documented in http://gnso.icann.org/drafts/current-list-proposed-raa-amendments-16dec08.pdf [PDF, 10 KB], recommend to the Board that they be adopted, and to form a Drafting Team to discuss further amendments to the RAA and to identify those on which further action may be desirable.

    Whereas the Council provided a report from that working group that prioritized recommendations for RAA amendment topics.

    Whereas law enforcement representatives have met on several occasions to develop and deliver recommendations for Registrar Accreditation Agreement amendment topics and those recommendations have been endorsed by ICANN's Governmental Advisory Committee.

    Whereas the GNSO has extensively debated the process for developing and approving amendments to the RAA.

    Whereas continuing to evolve the RAA is an important element in a program to protect registrants and safeguard the stability of a single interoperable Internet.

    Whereas the gTLD registrars and ICANN are entering into negotiations to consider existing recommendations and deliver a proposed set of meaningful amendments in the global public interest with the twin goals of registrant protection and stability in mind.

    Resolved (2011.10.28.31), the ICANN Board directs negotiations to commence immediately, resulting in proposed amendments to be provided for consideration at ICANN's meeting in Costa Rica in March 2012.

    Resolved, (2011.10.28.32), the subject of the negotiations should include law enforcement and GNSO working group recommendations as well as other topics that would advance the twin goals of registrant protection and DNS stability.

    Resolved (2011.10.28.33), the Board also requests the creation of an Issue Report to undertake a GNSO policy development process (PDP) as quickly as possible to address remaining items suited for a PDP.

    Rationale for Resolutions 2011.10.28.31 – 2011.10.28.33

    The Board wishes to convey its sense of urgency on this issue. Law enforcement agencies and a GNSO working group have developed a list of specific recommendations for amending the RAA to provide greater protections for registrants and reduce abuses. Yet no action has been taken on these recommendations. The Board requires action. Direct negotiations between the contracted parties is seen as a way to rapidly develop a set of amendments for consideration.

    For the benefit of the ICANN community, the Board is also requesting an issues report to explore the Policy alternatives for developing and making binding changes to the RAA. The Board also recognizes and accepts the GAC Communiqué statement that the ICANN Board to take the necessary steps to ensure that ICANN's multi-stakeholder process effectively addresses these GAC-endorsed proposals as a matter of extreme urgency.

    This resolution will have no fiscal impact, nor will it have any impact on the security, stability and resiliency of the domain name system.

  7. GNSO PDP Recommendations

    Whereas, a GNSO Policy Development Process Work Team (PDP-WT) has been working to develop a new policy development process within the GNSO that is more effective and responsive to ICANN's policy development needs.

    Whereas, on 26 October 2011 the GNSO Council considered the Final Report of the PDP-WT and unanimously approved the recommendations within the Final Report.

    Whereas, the implementation of the GNSO PDP improvements require amending Annex A of the ICANN Bylaws, and public comment is necessary prior to Board consideration.

    Resolved, (2011.10.28.34), the Board approves the initiation of a public comment period of not less than 30 days on the proposed amendments to Annex A of the ICANN Bylaws.

    Rationale for Resolution 2011.10.28.34

    This resolution is necessary to allow the Board to consider community input prior to approving amendments to the ICANN Bylaws. The proposed revisions are presented through the GNSO Council and are the result of a community working team's work. As required for assessment within the Affirmation of Commitments, there is no security and stability impact on the DNS nor any affect on ICANN's fiscal resources as a result of this action.

  8. Receipt of Communique from the African Union

    Whereas, African ICT Ministers, under the auspices of the African Union and the government of Senegal held a ministerial meeting in Dakar, Senegal, from 19-21 October 2011 to prepare for the ICANN 42 meeting in Dakar.

    Whereas the African ICT Ministers deliberated on Internet governance issues of concern to them and the people of Africa.

    Whereas the African ICT Ministers, at the conclusion of their meeting issued a communiqué which included requests to the ICANN Board, and pledged the support of Africa for ICANN's work and the multi-stakeholder model.

    Resolved (2011.10.28.35), the Board commits to reviewing and considering each of the 12 requests presented within that Communiqué.

 

(*Note: Where available, draft Rationale of the Board's actions is presented under the associated Resolution. The draft Rationale is not final until approved with the minutes of the Board meeting.)

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