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Minutes | Special Meeting of the ICANN Board | 20 June 2023
A Special Meeting of the ICANN Board of Directors was held telephonically on 20 June 2023 at 20:00 UTC.
Tripti Sinha, 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, Maarten Botterman, Becky Burr, Chris Chapman, Sally Costerton (Sr. Advisor to President and SVP, Global Stakeholder Engagement & Interim President and CEO), Avri Doria, Christian Kaufmann, Patricio Poblete, León Sánchez, Katrina Sataki, and Matthew Shears.
The following Board members sent their apologies: Edmon Chung, Sarah Deutsch, Danko Jevtović (Vice Chair), and Sajid Rahman.
The following Board Liaisons participated in all or part of the meeting: Harald Alvestrand (IETF Liaison), James Galvin (SSAC Liaison), and Wes Hardaker (RSSAC Liaison).
The following Board Liaisons sent their apologies: Nico Caballero (GAC Liaison).
Secretary: John Jeffrey (General Counsel and Secretary).
The following ICANN Executives and Staff participated in all or part of the meeting: Ted Bartles (Meeting Production Operations Director), Xavier Calvez (SVP, Planning & Chief Financial Officer), Mandy Carver (SVP for Government and Intergovernmental Organization Engagement), John Crain (SVP and Chief Technology Officer), Jamie Hedlund (SVP, Contractual Compliance & U.S. Government Engagement), John Jeffrey (General Counsel and Secretary), Aaron Jimenez (Board Operations Specialist), Erhan Kiraner (Meeting External Relations Director), Cassia Oliveira (Senior Manager, Office of the CEO), Wendy Profit (Board Operations Senior Manager), Erika Randall (Associate General Counsel), Ashwin Rangan (SVP, Engineering and Chief Information Officer ), Lisa Saulino (Board Operations Specialist), Amy Stathos (Deputy General Counsel), Theresa Swinehart (SVP, Global Domains & Strategy), and Gina Villavicencio (SVP, Global Human Resources).
1. Main Agenda
a. ICANN80 Contract Decision
León Sánchez introduced the agenda item. He explained that the Board Finance Committee recommended that the Board authorize the Interim President and CEO to engage in and facilitate all necessary contracting and disbursements for the host venue for the June 2024 ICANN Public Meeting in Kigali, Rwanda. León commented that anytime expenses are above $500,000, they must be approved by the Board, as is the case here. He highlighted that portions of the proposed Board resolution would remain confidential (pursuant to Bylaws Article 3, Section 3.5(b)) due to ongoing negotiations. It was also noted that the Board had discussions about ICANN80 during the Board workshop prior to the start of ICANN77.
After discussion, León Sánchez moved and Chris Chapman seconded the proposed resolutions, and the Board took the following action:
Whereas, ICANN intends to hold its second Public Meeting of 2024 in the Africa region.
Whereas, selection of the Kigali, Rwanda location adheres to the geographic rotation guidelines established by the Meeting Strategy Working Group.
Whereas, ICANN organization has completed a thorough review of the venue and hotels and finds the ones in Kigali, Rwanda to be suitable.
Whereas, both ICANN organization and the Board Finance Committee have recommended that the Board authorize the Interim President and CEO, or her designee(s), to enter into and make disbursement in furtherance of contracts for the June 2024 ICANN Public Meeting in Kigali, Rwanda.
Resolved (2023.06.20.01), the Board authorizes the Interim President and CEO, or her designee(s), to engage in and facilitate all necessary contracting and disbursements for the host venue for the June 2024 ICANN Public Meeting in Kigali, Rwanda in an amount not to exceed [Redacted – Confidential Negotiation Information].
Resolved (2023.06.20.02), specific items within this resolution shall remain confidential for negotiation purposes pursuant to Article 3, section 3.5(b) of the ICANN Bylaws until the President and CEO determines that the confidential information may be released.
Twelve members of the Board voted in favor of Resolutions 2023.06.20.01 – 2023.06.20.02. Edmon Chung, Sarah Deutsch, Danko Jevtović (Vice Chair), and Sajid Rahman were unavailable to vote. The Resolutions carried.
Rationale for Resolutions 2023.06.20.01 – 2023.06.20.02
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. ICANN80 is scheduled for 10-13 June 2024. Following a search and evaluation of available venues, the organization identified Kigali, Rwanda as a suitable location for the ICANN Public Meeting.
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 Kigali, Rwanda as the location for ICANN80. Selection of this Africa 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 in place reasonable and acceptable.
The Board has reviewed the organization's briefing for the costs of hosting the meeting in Kigali, Rwanda and agrees with the BFC's recommendation 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 2024 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 to ICANN in hosting the meeting and providing travel support as necessary, as well as to the community in incurring costs to travel to the meeting. However, 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.
The Chair called the meeting to a close.
Published on 11 September 2023