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Minutes | Board Governance Committee (BGC) Meeting 14 May 2021

BGC Attendees: Becky Burr, Ron da Silva, Sarah Deutsch, Ihab Osman, León Sánchez, Matthew Shears, and Tripti Sinha (Chair)

Other Board Member Attendees: Avri Doria, Lito Ibarra, and Patricio Poblete

ICANN org Attendees: Franco Carrasco (Board Operations Specialist), John Jeffrey (General Counsel and Secretary), Liz Le (Associate General Counsel), David Olive (SVP, Policy Development Support), Lisa Saulino (Board Operations Specialist), Amy Stathos (Deputy General Counsel), and Theresa Swinehart (SVP, Global Domains and Strategy)

The following is a summary of discussions, actions taken and actions identified:

  1. Agenda review and request to add to Any Other Business (AOB) – The Chair reviewed the meeting agenda, and proposed changes to the order of the agenda. The Committee agreed with the proposed change.
  2. Review of Prior Action Items – The BGC Chair noted there were no action items from the prior meeting.
  3. Board Members Serving as Liaisons to Community Groups Guidelines - The BGC received a briefing on revisions to the guidelines to address the Committee's feedback from its last meeting. The BGC discussed a few additional revisions. Following discussion, the BGC agreed to submit the final guidelines to the Board (subject to final revisions being made). The BGC also noted that this will be a living document subject to revision as needed and as practice dictates.

    • Action:
      • ICANN org to update the guidelines document to reflect the BGC's discussions and provide to the Board.
  4. Board Meeting Process Discussion – The BGC continued its discussion regarding the scope and purpose of Board minutes. The BGC agreed and understood that minutes are the official and legal record of a Board meeting, and the purpose of minutes is to accurately summarize what transpired during the meeting. The Committee noted that the ICANN Bylaws permit the Board to exclude some things from being published in the approved resolutions and/or minutes that the Board determines are not appropriate for disclosure. The BGC also discussed whether voting statements should be included as attachments to Board meeting minutes and discussed the scope and process for submitting voting statements. The discussion included when voting statements should be submitted, and how voting statements that are submitted after the close of a meeting should be treated. The BGC agreed that voting statements should accurately reflect statements and actions taken by the voting director during a Board meeting and should not contain new statements, new facts, or new information. The BGC determined that the current practice with respect to meeting minutes, including voting statements, is appropriate and consistent with the Bylaws and other corporate laws and regulation, and therefore should remain as is.
  5. Board Caucus on DNS Abuse – The BGC reviewed the process for establishing a Board caucus pursuant to the framework that the Committee established last year. The framework requires the chair of the sponsoring committee to submit to the BGC for review a recommendation to establish a caucus. The recommendation must include the name of the proposed caucus, the purpose of the proposed caucus, and membership criteria. Thereafter, the BGC will then evaluate the recommendation. If approved, then the recommendation will require approval by the Chair of the Board and ICANN President and CEO as to whether it should be created and whether ICANN org has sufficient and necessary resources to support the group. The BGC engaged in a discussion regarding how to determine which Board committee would be the appropriate sponsoring committee and whether the membership criteria of no less than three and no more than seven members should be addressed. The BGC agreed to continue the discussion at its next meeting.

Published on 07 July 2021