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Preliminary Report | Organizational Meeting of the ICANN Board | 26 October 2023

Formal Minutes are still to be approved by the ICANN Board.

Note: This Preliminary Report has not been approved by the Board and does not constitute minutes.  It does set forth the unapproved reporting of the resolutions from that meeting. Details on voting and abstentions will be provided in the Minutes, when approved 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.

An Organizational Meeting of the ICANN Board of Directors was held in person in Hamburg, Germany, on 26 October 2023, at 16:00 local time.

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: Catherine Adeya, Alan Barrett, Maarten Botterman, Chris Buckridge, Becky Burr, Chris Chapman, Sally Costerton (Sr. Advisor to President and SVP, Global Stakeholder Engagement & Interim President and CEO), Edmon Chung, Sarah Deutsch, Danko Jevtović (Vice-Chair), Christian Kaufmann, Patricio Poblete, Sajid Rahman, Katrina Sataki, and León Sánchez.

The following Board Liaisons participated in all or part of the meeting: Harald Alvestrand (IETF Liaison), Nico Caballero (GAC Liaison), James Galvin (SSAC Liaison) and Wes Hardaker (RSSAC Liaison).

Secretary: John Jeffrey (General Counsel and Secretary).

1. Main Agenda

Tripti Sinha opened the meeting and welcomed the new Board members. She explained the purpose of the Organizational Meeting and then asked for Danko Jevtović to assume leadership of the meeting for the first item.

a. Election of ICANN Board Chair

Danko Jevtović introduced the agenda item. Following discussion, Danko called for a vote and the Board took the following action:

Resolved (2023.10.26.38), Tripti Sinha is elected as Chair of the Board.

All members of the Board voted in favor of Resolution 2023.10.26.38. The Resolution carried.

b. Election of ICANN Board Vice-Chair

The Chair thanked the Board for entrusting her with the role of Board Chair. She introduced the agenda item and read the resolution into the record. Following discussion, the Chair called for a vote and the Board took the following action:

Resolved (2023.10.26.39), Danko Jevtović is elected as Vice-Chair of the Board.

All members of the Board voted in favor of Resolution 2023.10.26.39. The Resolution carried.

c. Appointment of Membership and Leadership of Board Committees

The Chair of the Board Governance Committee introduced the agenda item and read the proposed slate of membership and leadership to serve on various Board Committees into the record. Following discussion, the Chair called for a vote and the Board took the following action:

Resolved (2023.10.26.40), membership and leadership of the following Board Committees is established as follows:

Accountability Mechanisms Committee

León Sánchez (Chair)
Becky Burr
Sarah Deutsch
Patricio Poblete
Katrina Sataki

Audit Committee

Sajid Rahman (Chair)
Catherine Adeya
Alan Barrett
Christian Kaufmann
Katrina Sataki

Compensation Committee

Tripti Sinha (Chair)
Sarah Deutsch
Danko Jevtović
Christian Kaufmann
Sajid Rahman

Executive Committee

Tripti Sinha (Chair)
Sally Costerton
Sarah Deutsch
Danko Jevtović

Finance Committee

Danko Jevtović (Chair)
Harald Alvestrand
Maarten Botterman
Edmon Chung
Patricio Poblete
León Sánchez

Governance Committee

Sarah Deutsch (Chair)
Catherine Adeya
Becky Burr
Edmon Chung
Danko Jevtović
Sajid Rahman
León Sánchez

Organizational Effectiveness Committee

Katrina Sataki (Chair)
Alan Barrett
Chris Buckridge
Chris Chapman
Edmon Chung
James Galvin

Risk Committee

James Galvin (Chair)
Harald Alvestrand
Maarten Botterman
Becky Burr
Chris Chapman
Wes Hardaker
Patricio Poblete

Strategic Planning Committee

Maarten Botterman (Co-Chair)
Chris Chapman (Co-Chair)
Alan Barrett
Chris Buckridge
Becky Burr
Edmon Chung
James Galvin
Wes Hardaker
Danko Jevtović
Christian Kaufmann
León Sánchez
Katrina Sataki

Technical Committee

Christian Kaufmann (Chair)
Harald Alvestrand
Alan Barrett
Chris Buckridge
Nicolas Caballero
Edmon Chung
James Galvin
Wes Hardaker
Patricio Poblete

All members of the Board voted in favor of Resolution 2023.10.26.40. The Resolution carried.

Rationale for Resolutions 2023.10.26.38 – 2023.10.26.40

Article 7, Section 7.2 and Article 14 of the ICANN Bylaws call for the Board to appoint the Board Chair, Board Vice Chair, and leadership and membership of each Board Committee, including filling any vacancies which may occur in these positions during the year. The appointment of the Board leadership and Board Committee slates is consistent with ICANN's Mission and is in the public interest as it is important to ensure that the Board and its Committees have the properly skilled expertise to carry forth ICANN's Mission, Commitments and Core Values. This decision will have no direct fiscal impact on the organization and no impact on the security, stability or resiliency of the domain name system.

This is an Organizational Administrative Function that does not require Public Comment.

d. Confirmation of Officers of ICANN

The Chair introduced the agenda item and read the proposed slate of Officers into the record. Following discussion, the Chair called for a vote and the Board took the following action:

Resolved (2023.10.26.41), Sally Costerton is elected as Senior Advisor to President and Senior Vice President, Global Stakeholder Engagement & Interim President and CEO.

Resolved (2023.10.26.42), John Jeffrey is elected as General Counsel and Secretary.

Resolved (2023.10.26.43), Xavier Calvez is elected as Senior Vice President, Planning and Chief Financial Officer.

Resolved (2023.10.26.44), David Olive is elected as Senior Vice President, Policy Development Support and Managing Director - Washington, D.C.

Resolved (2023.10.26.45), Theresa Swinehart is elected as Senior Vice President, Global Domains and Strategy.

All members of the Board voted in favor of Resolutions 2023.10.26.41, 2023.10.26.42, 2023.10.26.43, 2023.10.26.44, and 2023.10.26.45. The Resolutions carried.

Rationale for Resolutions 2023.10.26.41 – 2023.10.26.45

Pursuant to Article 15, Section 15.2 of the ICANN Bylaws "[t]he officers of ICANN shall be elected annually by the Board, pursuant to the recommendation of the President or, in the case of the President, of the Chair of the Board. Each such officer shall hold his or her office until he or she resigns, is removed, is otherwise disqualified to serve, or his or her successor is elected."

The annual appointment of the Officers is consistent with ICANN's Mission and is in the public interest as it is important to ensure that the organization identifies individuals who assume the duty and responsibility for managing the organization and carry forth ICANN's Mission, Commitments and Core Values.

This decision will have no direct fiscal impact on the organization and no impact on the security, stability or resiliency of the domain name system.

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

2. PTI Member Meeting

a. Annual Meeting of the Member

The ICANN Interim President and CEO, introduced the agenda item, noting that Public Technical Identifiers (PTI) is a wholly owned subsidiary of ICANN. Accordingly, since PTI is set up as a single-member organizational structure, ICANN as the sole member has a few governance measures that are affirmed annually during this meeting in a transparent manner per the ICANN Bylaws and PTI Bylaws. The PTI President also joined the annual meeting as required by the PTI Bylaws. The ICANN Interim President and CEO read the resolutions into the record.

Following discussion, the Chair called for a vote and the Board took the following action:

Resolved (2023.10.26.46), the ICANN Board confirms that this meeting is the Annual Meeting of the Member of Public Technical Identifiers ("PTI").

b. Election of PTI President

Whereas, pursuant to Section 7.2 of the PTI Bylaws, ICANN as the sole member is required to annually elect a President of PTI.

Resolved (2023.10.26.47), the ICANN Board, in its role as sole member of PTI, hereby re-elects Kim Davies as the President of PTI.

c. Election of PTI Board Members

Whereas, ICANN, in its role as sole member of PTI, has the obligation to elect all members of the PTI Board in accordance with Article 5 of the PTI Bylaws.

Whereas, the term for Seats 2 and 4 of the PTI Board are up for election.

Whereas, the Nominating Committee selected Anupam Agrawal to serve in Seat 2 of the PTI Board for the term beginning at the end of this meeting of the Member and ending at the end of the annual meeting of the Member in 2026, pursuant to Section 5.5.1.1 of the PTI Bylaws.

Whereas, ICANN organization recommends that Xavier Calvez, ICANN's Senior Vice President, Planning and Chief Financial Officer serve for another term in Seat 4 of the PTI Board, for the term beginning at the end of this meeting of the Member and ending at the end of the annual meeting of the Member in 2026, pursuant to Section 5.5.1.3 of the PTI Bylaws.

Whereas, James Gannon's term in Seat 2 of the PTI Board comes to a close at the end of this meeting of the Member.

Whereas, there are no other changes to the composition of the PTI Board.

Resolved (2023.10.26.48), ICANN, in its role as sole member of PTI, elects Anupam Agrawal to serve in Seat 2 of the PTI Board and re-elects Xavier Calvez to serve in Seat 4 of the PTI Board, with terms ending at the end of the annual meeting of the Member in 2026.

Resolved (2023.10.26.49), ICANN, in its role as sole member of PTI, thanks James Gannon for his service to PTI and wishes him well in his future endeavors.

All members of the Board voted in favor of Resolutions 2023.10.26.46, 2023.10.26.47, 2023.10.26.48, and 2023.10.26.49. The Resolutions carried.

Rationale for Resolutions 2023.10.26.46 – 2023.10.26.49

The resolutions taken here today fulfill ICANN's responsibility, as the sole member of PTI, to annually elect the President of PTI and elect Directors to the Board. The regular election of a PTI President and elections of Directors will allow the PTI Board to continue its work.

The election of the PTI President and Board directors are taken fully in line with the obligations as set forth in the PTI Bylaws, and respectful of the community's recommendations of the proposed composition of the Board.

These actions confirm ICANN's continued commitment to its Bylaws' obligations surrounding the performance of the IANA Functions that are contracted to PTI.  This also directly serves ICANN's mission to ensure the stable and secure operations of the Internet's unique identifiers, and serves the public interest in the continued stable performance of the IANA functions.

None of the actions taken today are anticipated to have any impact on the security, stability or resiliency of the DNS, though PTI is essential to ICANN's security, stability and resiliency work.  There are resource implications in supporting PTI, which are reflected in the PTI, IANA and ICANN Budgets.

The appointment of the PTI President and the appointment of the PTI Board are Organizational Administrative Functions for which public comments were not necessary.

The Chair called the meeting to a close.

Published on 6 November 2023