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Preliminary Report of Special Board Meeting 30 September 2009

[Formal Minutes are still to be approved by the ICANN Board]

Note: This has not been approved by the Board and does not constitute minutes but does provide a preliminary attempt setting forth the unapproved reporting of the resolutions from that meeting. Details on voting and abstentions will be provided in the Board's Minutes, when approved by the board at a future meeting.

A Special Meeting of the ICANN Board of Directors was held via teleconference 30 September 2009 @ 11.00 UTC. Chairman Peter Dengate Thrush promptly called the meeting to order.

In addition to Chairman Peter Dengate Thrush the following Directors participated in all or part of the meeting: Rod Beckstrom (President and CEO), Roberto Gaetano (Vice Chairman), Harald Tveit Alvestrand, Raimundo Beca, Steve Crocker, Steven Goldstein, Dennis Jennings, Rita Rodin Johnston, Raymond A. Plzak, Rajasekhar Ramaraj, Mike Silber, Jean-Jacques Subrenat,, and Bruce Tonkin.

The following Board Liaisons participated in all or part of the meeting: Janis Karklins, GAC Liaison; Ram Mohan, SSAC Liaison; Thomas Narten, IETF Liaison; Thomas Roessler, TLG Liaison; Wendy Seltzer, ALAC Liaison; and Suzanne Woolf, RSSAC Liaison. This is a preliminary report of the approved resolutions resulting from the Special Meeting of the ICANN Board of Directors, which took place on 30 September 2009

A. Consent Agenda

  1. Approval of Minutes from 27 August 2009 Special Board Meeting

    Resolved (2009.09.30.01) the Board hereby approves the minutes of the 27 August 2009 Board Meeting.

  2. Approval of Minutes from 12 September 2009 Special Board Meeting

    Resolved (2009.09.30.02), the Board hereby approves the minutes of the 12 September 2009 Board Meeting.

  3. From the Board Finance Committee – Approval of VeriLan Contract

    Whereas, VeriLAN regularly provides technology support at ICANN Meetings;

    Whereas, VeriLAN has agreed to lower its unit prices by about 20% in consideration of a non-binding commitment by ICANN to use VeriLAN services for up to two years at six ICANN international Public meetings;

    Whereas, the Board Finance Committee has reviewed the contract terms at its 10 September 2009 meeting and recommends that the Board approve staff entering the contract;

    Resolved (2009.09.30.03) that the Board authorizes the Chief Operating Officer or Chief Financial Officer to execute the contract with VeriLAN.

  4. From the Structural Improvements Committee

    1. Approval of Change in Bylaws For Reviews from Three Years to Five Years

      Whereas, Article IV of ICANN Bylaws, Section 4 rules the organizational review processes in ICANN;

      Whereas the Structural Improvements Committee has the duty of ‘Reviewing, and suggesting changes as warranted to, ICANN's policies and processes governing organizational review';

      Whereas the Structural Improvements Committee, based on lessons learned during the first cycle of organizational reviews of key structures of ICANN, has proposed a new formulation of Article IV of ICANN Bylaws, Section 4, and the Board has directed staff to organize a public comment period on this text;

      Whereas the Structural Improvements Committee has accepted a recommendation formulated during the public comment period, suggesting a revision in the original text that better renders its meaning;

      Whereas the Structural Improvements Committee recommended to the Board to adopt the following text of Article IV of ICANN Bylaws, Section 4 in replacement of the present one:


      1. The Board shall cause a periodic review of the performance and operation of each Supporting Organization, each Supporting Organization Council, each Advisory Committee (other than the Governmental Advisory Committee), and the Nominating Committee by an entity or entities independent of the organization under review. The goal of the review, to be undertaken pursuant to such criteria and standards as the Board shall direct, shall be to determine (i) whether that organization has a continuing purpose in the ICANN structure, and (ii) if so, whether any change in structure or operations is desirable to improve its effectiveness.

      These periodic reviews shall be conducted no less frequently than every five years, based on feasibility as determined by the Board. Each five‐year cycle will be computed from the moment of the reception by the Board of the final report of the relevant review Working Group.

      The results of such reviews shall be posted on the Website for public review and comment, and shall be considered by the Board no later than the second scheduled meeting of the Board after such results have been posted for 30 days. The consideration by the Board includes the ability to revise the structure or operation of the parts of ICANN being reviewed by a two‐thirds vote of all members of the Board.

      2. The Governmental Advisory Committee shall provide its own review mechanisms.

      Resolved (2009.09.30.04) that the Article IV of ICANN Bylaws, Section 4 is modified as recommended by the Structural Improvements Committee.

    2. Appointment of George Sadowsky to Nominating Committee Review Working Group

      Whereas, the Nominating Committee review finalization Working Group has a membership of four individuals, namely Thomas Roessler (Chair), Alejandro Pisanty, Jonathan Cohen, and Steve Goldstein;

      Whereas the Structural Improvements Committee recommends to integrate the WG with Mr George Sadowsky in the position of non-voting expert, in consideration of his knowledge of the Nominating Committee activities and practices of work;

      Resolved (2009.09.30.05) the composition of the Nominating Committee review finalization WG is integrated with Mr George Sadowsky, in the position of non-voting expert. Mr George Sadowsky is thanked for his availability to serve in this role.

    3. Approval of Posting for Public Comment reports received from the Board Review Working Group, the Nominating Committee Review Working Group and SSAC Review Working Group

      Whereas, the Board Review Working Group, the Nominating Committee Review Working Group and the SSAC Review Working Group issued their draft final reports;

      Whereas these reports should be published for public comments and then presented at the ICANN meeting in Seoul;

      Resolved (2009.09.30.06) that staff is instructed to post these draft reports for public comments.

    4. Approval of Recommendation of Board Review Working Group for the Board Governance Committee to undertake Further Analysis of Board Remuneration

      Whereas, the Board Review Working Group recommends the carrying out of a thorough study on the possible legal and fiscal implications of introducing forms of compensation for services of the ICANN Board Chair and Members of the Board of Directors;

      Whereas this study should be carried out prior to any Board decision on whether to introduce forms of compensation for Board Chair and Members;

      Whereas the Structural Improvements Committee recommends the approval of the Board Review Working Group recommendation.

      Resolved (2009.09.30.07) the ICANN General Counsel is requested to coordinate the carrying out of the aforementioned study, using support from external consultants if appropriate;

      Further Resolved (2009.09.30.08) that upon the completion of the study, the Board Governance Committee is requested to formulate a final recommendation to the Board on the possibility to introduce forms of compensation for services of the Board Chair and Members of the Board of Directors.

      Resolutions 2009.09.30.01; 2009.09.30.02; 2009.09.30.03; 2009.09.30.04; 2009.09.30.05; 2009.09.30.06, 2009.09.30.07 and 2009.09.30.08 were approved in a single vote approving the consent agenda items. All Board Members present unanimously approved these resolutions.

B. Regular Agenda

  1. From the Structural Improvements Committee - Appointment of three NCSG GNSO Council Members

    The Board discussed the process followed by the SIC in recommending the appointment of the three NCSG GNSO Council Members, including the evaluation of inputs with the Non-Commercial Users Constituency and considerations of geographic diversity.

    The Board then took the following action:

    Whereas, the Board approved the creation of four new GNSO Stakeholder Group charters, and ICANN Bylaws amendments, to implement the Board's GNSO Improvements Report and seat the new GNSO Council at the 2009 ICANN annual meeting in Seoul, Korea;

    Whereas, the Board-approved transitional charter for the Non-Commercial Stakeholder Group (NCSG) grants the Board responsibility to appoint three (3) GNSO Councilors of the six (6) Councilors reserved for the NCSG to provide time and support for creating a globally diverse and representative NCSG;

    Whereas, ICANN solicited and received statements of interest from candidates from diverse backgrounds and geographic regions interested in serving on the GNSO Council and expanding non-commercial participation and diversity in the GNSO;

    Whereas, the Board's Structural Improvements Committee has carefully evaluated the expertise and qualifications of each of these candidates and has recommended three appointees for Board approval;

    Whereas, the Board acknowledges that the NCSG Transitional Charter calls for geographic diversity, to the maximum extent possible, in the selection of NCSG Councilors and the Board has taken this requirement into account in selecting these candidates;

    Whereas, that upon Board approval, each of these appointees shall serve as a GNSO Councilor from the Non-Commercial Stakeholder Group, and shall be expected to provide leadership and guidance within the Non-Commercial Stakeholder Group and encourage the creation of broad, diverse and representative new constituencies advancing global non-commercial interests, including in such areas as consumer interests, research and academia, registrants, and philanthropic interests;

    Resolved (2009.09.30.09), that the Board appoints the following candidates to serve as GNSO Councilors for a term of two years: Rosemary Sinclair, Debra Hughes, and Mohamed Rafik Dammak.

    Resolved further (2009.09.30.10), that upon Board approval, and if the Non-Commercial Stakeholder Group establishes an Executive Committee under the NCSG transition charter, these appointees will serve as members of the NCSG Executive Committee, if they so choose, during their term as GNSO Councilors;

    Resolved further (2009.09.30.11), that the Board has reviewed and acknowledges the GNSO Restructure Implementation Plan developed by the GNSO and [expected to be] approved by the GNSO at its 24 September 2009 Council meeting;

    Resolved further (2009.09.30.12), that pursuant to Article XX, Section 5(4) of the Bylaws, and the proposed GNSO Restructure Implementation Plan, the Structural Improvements Committee recommends that the effective date of the transition to the new GNSO Council shall be Wednesday, 28 October, 2009;

    Resolved further (2009.09.30.13), that ICANN Staff is instructed to take all actions necessary or appropriate in order to carry out the intent of these resolutions in order to facilitate the seating of the new GNSO Council on 28 October 2009.

    All Board members in attendance unanimously approved of this resolution.

  2. From the Board Finance Committee – Approval of Lease for Palo Alto Office

    The Board received an update from Staff on the lease for the proposed Palo Alto office space, as required by the presence of ICANN's CEO in Palo Alto.

    The Board then took the following action:

    Whereas, ICANN has need for office space in Palo Alto, CA, U.S.A. to meet needs for current staff, including the CEO;

    Whereas, ICANN, as a technical coordinator of Internet identifiers, has an organizational benefit in maintaining a geographic presence in one of the leading technology centers of the world;

    Whereas future ICANN staff growth is likely to be outside of the existing offices in Marina del Rey, CA, and likely to increase in other parts of the U.S. and the World;

    Resolved (2009.09.30.14) that the ICANN Board authorize the Chief Financial Officer to negotiate for and finalize a lease for office space in Palo Alto, CA on commercially reasonable terms, for approximately 5,000 square feet of space, not to exceed a ten year term, and for total occupancy costs to start out at less than $400,000 per year, and not to exceed $600,000 per year during the lease term.

    One Board member abstained from voting on this resolution. All remaining Board members in attendance approved of this resolution. The resolution passed.

    In abstaining Director Subrenat, noted the following: " I wish to make clear that my abstention is in no way a negative reflection on Rod Beckstrom: quite on the contrary, I find he is an inspiring Chief Executive. My abstention is based on a matter of principle."

    "Having been much involved in the President Strategy Committee's ‘improving institutional confidence' work, I can state that the challenge in the coming months and years for the Internet, and for ICANN, is to become more global, through more international involvement."

    "In this context, opening a new office in the US is not in any way a priority, and would even send a contrary message to the ICANN community worldwide."

  3. Status Update on .YU (Yugoslavia) domain

    The Board received an update from Staff on the status of the decommissioning of the .YU top-level domain, the timeframe required for completion, and discussed potential ideas to provide structure to decommission needs in the future.

    The Board then took the following action:

    Whereas, the .YU top‐level domain is being decommissioned after being superseded by the .RS and .ME domains for Serbia and Montenegro respectively,

    Whereas, the Board resolved during its 11 September 2007 meeting that the .YU domain be decommissioned by 30 September 2009,

    Whereas, the .YU domain's caretaker RNIDS has sought an extension of the deadline in order to better finalise the transition away from the .YU domain,

    Resolved (2009.09.30.15), that the deadline for .YU domain decommissioning be extended to 30 March 2010,

    Furthermore, whereas RNIDS has asked ICANN for better guidance for the future on how the process of retiring country-code top-level domains should be conducted, in the form of clear and transparent rules,

    Whereas, the Board is aware that the ccNSO Council has established a working group to advise on whether to launch a policy development process to review the current policy on delegation, redelegation and retirement of country-code top-level domains,

    Resolved (2009.09.30.16), that the ccNSO is asked to consider the RNIDS request on better supporting the process of retiring country-code top-level domains, and report back to the Board its findings.

    All Board members present unanimously approved of these resolutions.

  4. JPA Progress Report

    The Board received an update from the CEO on the outcome of discussions with the Department of Commerce and the signing of the "Affirmations of Commitments" with the United States Department of Commerce, and a short outline of the work required to meet to the responsibilities set forth in the Affirmation document. The CEO also acknowledged the hard work done by all to reach the signing of the Affirmations.

    The Board then took the following action:

    Whereas, on 25 November 1998 ICANN and the United States Department of Commerce (DoC) entered into a Memorandum of Understanding (MoU) setting forth principles and responsibilities to guide the transition of the DNS to private sector management;

    Whereas, after a series of amendments to the MoU, on 29 September 2009, ICANN and the DoC entered into the Joint Project Agreement (JPA), reaffirming ICANN's commitments to the DoC;

    Whereas, pursuant to the JPA, on 28 February 2008 the DoC held a Public Meeting on the Mid-Term Review of the JPA. In advance of the Mid-Term Review, ICANN, on 9 January 2008, ICANN provided submissions to the DoC providing information on ICANN's adherence to the accountability set forth in the JPA. The community also provided substantial submissions to the DoC on this topic;

    Whereas, in June 2008 the Chairman of ICANN's Board established the Improving Institutional Confidence (IIC) review process, involving the Presidents Strategy Committee. The IIC review was instituted in response to the public input provided during the Mid-Term Review and building on two years' work by the President's Strategy Committee;

    Whereas, as part of the IIC process, in June 2008 three documents were published to begin community discussion at the ICANN Paris meeting. These documents were the first versions of: (1) A Transition Action Plan, outlining what ICANN hopes to address and how; (2) An Improving Institutional Confidence in ICANN document, which outlines the main points of discussion in greater detail; and (3) An FAQ to act as supplementary and explanatory guide to the other two documents;

    Whereas, following the publication of the three documents, in June 2008 ICANN commenced a public comment period on the IIC work, including a series of public meetings around the world;

    Whereas, in September and October 2008, the public comments on the IIC work were reviewed and integrated, and revised Transition Action Plan and Improving Institutional Confidence in ICANN documents were posted for public comment;

    Whereas, this second round of community consultation provided further guidance to ICANN, and in March 2009, the President's Strategy Committee produced a draft Implementation Plan for Improving Institutional Confidence, introducing the report at the ICANN International Public Meeting in Mexico City and receiving public comment on the draft Implementation Plan until May 2009. The draft Implementation Plan builds on extensive research, analysis, deliberation and consultation with the global Internet community;

    Whereas, in April 2009, the DoC issued a Notice of Inquiry (NOI) seeking comment regarding the upcoming expiration of the JPA;

    Whereas, the Board further discussed its approach to the conclusion of the JPA at a retreat in Austria in May 2009;

    Whereas, the Board discussions led to the crafting of a Board submission to the DoC NOI process in June 2009, submitted on 8 June 2009. The Board's submission set out the key goals and objectives to be considered in an ongoing relationship with the DoC. Numerous other submissions were also provided to the DoC;

    Whereas, at the ICANN International Meeting in Sydney, Australia, ICANN staff and the Chairman of the ICANN Board held discussions with the DoC and on 26 June 2009, at a private session of the ICANN Board, reported on the discussions with the DoC;

    Whereas, at the ICANN International meeting in Sydney, Australia, the ICANN Board reviewed recommendations from the President's Strategy Committee report on "Improving Institutional Confidence: The Way Forward", considered the public input offered on the recommendations, and resolved to adopt proposals for consideration;

    Whereas, in confidence, the Board received further briefings on the progress of discussions with the DoC at its meetings on 30 July and 27 August 2009;

    Whereas, the Board discussed and provided input on the draft Affirmation of Commitments at the Board's 11 September 2009 retreat in Los Angeles, California;

    Whereas, the JPA concludes on its own terms on 30 September 2009.

    Resolved (2009.09.30.17, the Board acknowleges the completion of the Joint Project Agreement with the U.S. Department of Commerce, and applauds the signing of the new "Affirmation of Commitments."

    Resolved (2009.09.30.18), the Board hereby recognizes and congratulates the ICANN community, all global stakeholders, Board members and leadership, for their important work to bring ICANN to this important accomplishment;

    Resolved (2009.09.30.19), the Affirmation of Commitments is an important permanent recognition of ICANN and its responsibilities in the public interest for the technical coordination of the Internet's domain name and addressing system. ICANN coordinates, at the overall level, the global Internet's systems of unique identifiers, and in particular to ensure the stable and secure operation of the Internet's unique identifier systems.

    Resolved (2009.09.30.20), ICANN is commited to work with the community to support the long-standing success of the Affirmation of Committments role for the multi-stakeholder, private sector, non-profit, organization of ICANN.

    Resolved (2009.09.30.21, the ICANN Board wishes to acknowledge the hard work and dedication of ICANN's volunteer, global stakeholder community, directors and former directors, current and former executives and ICANN's dedicated staff. It is impossible to name all of the individual and organizations that have been part of the evolutionary process that has brought us to this Affirmation of Committments.

    All Board members present unanimously approved of these resolutions.

  5. Strategic Planning – Follow on from Discussions at Retreat

    The Board received an update from Staff on the next step in the Strategic Planning cycle, including an innovation from previous cycles. ICANN Staff will be reviewing and synthesizing the Board's identification of strategic issues, and will be presenting the results to the community for discussion at the International Public Meeting in Seoul.

  6. Updates Heading into the Seoul Meeting

    1. IDNs

      The Board received an update from Staff on the status of the IDN ccTLD Implementation Plan, including final positions on the terms and conditions for applying for string evaluation, and the prearranged and recommended fees.

    2. New gTLDs – Guidebook

      The Board received an update from Staff that a new version of the Draft Applicant Guidebook will be posted on the ICANN website, along with summary and analysis, within the next several days. Staff also reported that some items, particularly in relation to the rights protection mechanisms, will be posted as separate proposals for community consideration.

    3. IRT

      The Board received an update from Staff on the status of the recommendations of the IRT and the inclusion in the forthcoming Draft Applicant Guidebook. Staff reported that recommendations for inclusion of a post-delegation dispute resolution and "thick" Whois would be included in the new version of the Draft Applicant Guidebook. Proposals for the URS (Uniform Rapid Suspension) and the IP Clearinghouse will not be included in the new Draft Applicant Guidebook, but would be posted as separate proposals for comment. In addition, Staff is working with the Board to draft a letter to the GNSO to highlight these decisions and to invite the GNSO to continue to move forward on the unresolved issues to reach consensus on solutions, so that the Board will not have to evaluate outcomes and provide a solution on the rights protection issues.

    4. GNSO Improvements and Restructuring

      a) General

      The Board received an update from Staff on the ongoing work to seat the new GNSO Council in Seoul, including the approval of operational rules and procedures, and administrative work.

      b) Status on Charters of New Constituencies

      The Board received an update from Staff on the continued work with the Proposed Constituencies with petitions pending, as directed by the Board on 30 July 2009. Staff reports that at least one of the petitions is ready for Board action in the near future.

    5. Thanks to the CEO Search Committee

      The Board was reminded by the Chairman that the CEO Search Committee was formed as a summary committee, and the committee work was completed.

      The Board then took the following action:

      Whereas, Paul Twomey, the CEO and President of ICANN advised the ICANN Board of Directors that he would not seek renewal of his contract,

      Whereas, the ICANN Board formed the CEO Search Committee, comprised of Dennis Jennings (Chair, Board Governance Committee), Harald Alvestrand (Chair, Board IANA Committee), Rajasekhar Ramaraj (Chair, Board Finance Committee), Rita Rodin Johnston (Chair, Board Audit Committee), and Peter Dengate Thrush (Chair, Board Compensation Committee and ICANN Board Chair),

      Whereas, the CEO Search Committee identified Rod Beckstrom as the leading candidate,

      Whereas, Rod Beckstrom was elected President and CEO by the ICANN Board at the Sydney ICANN Meeting on 26 June 2009 and assumed his duties on 1 July 2009,

      Resolved (2009.09.30.22), the ICANN Board would like to thank the CEO Search Committee for their work in filling this important role in a timely and efficient manner and dissolve the CEO Search Committee.

      One Board member abstained from voting on this resolution. All remaining Board members in attendance approved of this resolution. The resolution passed.

C. Executive Session

The Board conducting an executive session, without staff present, in confidence. As reported on the publicly posted agenda, the agenda for the Executive Session was as follows:

  1. From the Board Governance Committee – Slate for New Board Positions

  2. From the Board Compensation Committee - President & CEO Performance Matrix

    The Board approved the CEO Performance goals recommended by the Compensation Committee, as modified by suggestions from Board members during the Board meeting.

  3. Senior President – Management of Performance Matrix

    The Board took the following action on this item:

    Whereas, Rod A. Beckstrom, assumed the role of President and CEO of ICANN effective 1 July 2009.

    Whereas, Dr. Paul Twomey, stepped down from his former role, and assumed for an interim period, the role of Senior President of ICANN, and was directed to report to President and CEO Beckstrom.

    Whereas, Argo Pacific provides Dr. Twomey's services to ICANN, and such relationship is set out in the Addendum to Consulting Services Agreement, by and between ICANN and Argo Pacific, dated 10 June 2009 (hereinafter referred to as the "Consulting Services Agreement", and

    Whereas, under paragraph 5 of the Consulting Services Agreement, Dr. Twomey's "Performance Bonus" for the "Six Month Follow-On Consulting Period" between 1 July 2009 and 1 January 2010, requires milestones to be set, and for those milestones to be measured and evaluated upon completion of Twomey's services.

    Resolved, (2009.09.30.23), ICANN Board grants to ICANN's President and CEO, Rod Beckstrom, the authority vested under the Consultant Services Agreement for setting milestones, evaluating performance against those milestones, and making payment to Argo Pacific for Twomey's performance bonus, as he reasonably determines, in his discretion.

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