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Board of Directors

The ICANN Board is selected by the ICANN community. The Board provides strategic oversight of the ICANN organization, ensuring that it acts within its mission. The Board also oversees and considers community-developed policy recommendations.

New gTLD Program Committee Charter | As Approved by the ICANN Board of Directors on 10 April 2012

  1. Purpose

    Making strategic and financial decisions relating to ICANN’s New generic Top-Level Domain Program (the "New gTLD Program") for the current round of the Program and as related to the Applicant Guidebook.

  2. Scope of Responsibilities. In fulfilling its Purpose as set forth above, the New gTLD Program Committee has all the powers of the Board, subject to any limitations in law, the Articles of Incorporation, Bylaws or ICANN’s Conflicts of Interest Policy, including, without limitation, the following:

    1. Overseeing Board-level issues and exercising Board-level authority for any and all issues that may arise relating to the New gTLD Program for the current round of the Program and as related to the Applicant Guidebook for which the Board would otherwise have oversight authority;

    2. Approving amendments to, or modification of, the Guidebook and all attachments thereto for which approval would otherwise be required by the Board;

    3. Receiving input or advice from ICANN’s Governmental Advisory Committee and other stakeholders, as appropriate, relating to New gTLD applications;

    4. Resolving issues relating to the approval of applications and the delegation of gTLDs pursuant to the New gTLD Program for the current round of the Program; and

    5. Approving the expenditure of resources necessary to administer the New gTLD Program for the current round of the Program and as related to the Applicant Guidebook.

  3. Composition

    The Committee shall be comprised of all of the voting Board directors who are not conflicted with respect to new gTLDs who the Board approves as Committee members, each of whom shall comply with the Conflicts of Interest Policy. All of the Board liaisons who are not conflicted with respect to new gTLDs may be approved by the Board to serve as liaisons to the Committee, each of whom shall comply with the Conflicts of Interest Policy. Committee members and liaisons must not have any actual, potential or apparent conflict of interest related to the New gTLD Program, as determined by the designated non-conflicted Board Governance Committee members and agreed by the Board. The voting Board directors shall be the voting members of the Committee. The members of the Committee shall serve at the discretion of the Board. If a Committee member or liaison develops an actual, potential or apparent conflict as to the New gTLD Program, such member shall be deemed to have offered his or her resignation from the Committee or service as a liaison to the Committee.

    Unless a Committee Chair is appointed by the Board, the members of the Committee may designate its Chair from among the voting members of the Committee by majority vote of the full Committee membership.

    The Committee may choose to organize itself into subcommittees to facilitate the accomplishment of its work. The Committee may seek approval and budget from the Board for the appointment of consultants and advisers to assist in its work as deemed necessary, and such appointees may attend the relevant parts of the Committee meetings.

  4. Meetings

    The Committee shall meet as frequently as it deems necessary to carry out its responsibilities. The Committee’s meetings may be held by telephone and/or other remote meeting technologies. Meetings may be called upon no less than forty-eight (48) hours notice by either (i) the Chair of the Committee or (ii) any two members of the Committee acting together, provided that regularly scheduled meetings generally shall be noticed at least one week in advance.

  5. Voting and Quorum

    A majority of the voting members of the Committee shall constitute a quorum. Voting on Committee matters shall be on a one vote per member basis. When a quorum is present, the vote of a majority of the voting Committee members present shall constitute the action or decision of the Committee. Any action taken by the Committee may be taken without a meeting if all the voting Committee members entitled to vote on the action, individually or collectively, consents in writing to such action in accordance with applicable law.

  6. Records of Proceedings

    A preliminary report with respect to actions taken at each meeting (telephonic or in-person) of the Committee shall be recorded and distributed to committee members within two working days or as soon as practicable thereafter, and meeting minutes shall be posted promptly following approval by the Committee.

  7. Review

    The Committee shall conduct a self-evaluation of its performance on an annual basis and share a report on such self-evaluation with the full Board and shall recommend to the full Board changes in membership, procedures, or responsibilities and authorities of the Committee if and when deemed appropriate. Performance of the Committee shall also be formally reviewed as part of the periodic independent review of the Board and its Committees.