Activités et réunions du Conseil d’administration
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An Organizational Meeting of the ICANN Board of Directors was held in person in Kuala Lumpur, Malaysia, on 22 September 2022, at 10:30 local time.
Maarten Botterman, 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, Becky Burr, Chris Chapman, Edmon Chung, Sarah Deutsch, Avri Doria, Danko Jevtović, Christian Kaufmann, Göran Marby (President and CEO), Patricio Poblete, Sajid Rahman, León Sánchez (Vice Chair), Katrina Sataki, Matthew Shears, and Tripti Sinha.
The following Board Liaisons participated in all or part of the meeting: Harald Alvestrand (IETF Liaison), Manal Ismail (GAC Liaison), James Galvin (SSAC Liaison), and Wes Hardaker (RSSAC Liaison).
Secretary: John Jeffrey (General Counsel and Secretary).
- Main Agenda:
- PTI Member Meeting:
Election of ICANN Board Chair
The Chair opened the meeting and welcomed the new Board members. He explained the purpose of the Organizational Meeting. He thanked the Board for the opportunity to serve as their Chair for the past three years. The Chair then introduced the following motion.
Avri Doria moved and León Sánchez seconded. The Chair called for vote and the Board took the following action:
Resolved (2022.09.22.32), Tripti Sinha is elected as Chair of the Board.
All members of the Board present voted in favor of Resolution 2022.09.22.32. The Resolution carried.
Election of ICANN Board Vice-Chair
The outgoing Chair, Maarten Botterman, handed the rest of the meeting over to the newly elected Chair, Tripti Sinha, to continue the meeting. The newly elected Chair thanked the Board for entrusting her with the role of Board Chair. She then read the following resolution into the record.
León moved and Becky Burr seconded. The Chair called for a vote and the Board took the following action:
Resolved (2022.09.22.33), Danko Jevtović is elected as Vice-Chair of the Board.
All members of the Board present voted in favor of Resolution 2022.09.22.33. The Resolution carried.
The new Board Chair thanked Maarten and León for their service and leadership during the past three years, especially navigating the changes due to COVID. Maarten thanked the Board for their heartwarming support during his tenure as Board Chair and expressed his commitment to continue serving the Board with the same dedication during his remaining term. León stated that it has been a privilege to serve the Board and the community and pledged to continue to do so in his remaining term.
Appointment of Membership and Leadership of Board Committees
Sarah Deutsch introduced the agenda item and read the proposed slate of members to serve on various Board Committees. She noted that the BGC worked with the Board to develop the following slate.
Matthew Shears moved and Patricio Poblete seconded. The Chair called for a vote and the Board took the following action:
Resolved (2022.09.22.34), membership and leadership of the following Board Committees is established as follows:
Accountability Mechanisms Committee
León Sánchez (Chair)
Sajid Rahman (Chair)
Tripti Sinha (Chair)
Tripti Sinha (Chair)
Sarah Deutsch (Chair)
Danko Jevtović (Chair)
Organizational Effectiveness Committee
Katrina Sataki (Chair)
Harald Alvestrand (Chair)
Strategic Planning Committee
Matthew Shears (Chair)
Avri Doria (Chair)
All members of the Board present voted in favor of Resolution 2022.09.22.34. The Resolution carried.
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 chairmanship 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.
Confirmation of Officers of ICANN
The Board Chair introduced the agenda item and read the proposed slate of Officers of ICANN into the record. Göran Marby stated that he will be abstaining from voting due to a conflict of interest.
Maarten moved and León seconded. The Chair called for a vote and the Board took the following action:
Resolved (2022.09.22.35), Göran Marby is elected as President and Chief Executive Officer.
Resolved (2022.09.22.36), John Jeffrey is elected as General Counsel and Secretary.
Resolved (2022.09.22.37), Xavier Calvez is elected as Senior Vice President, Planning and Chief Financial Officer.
Resolved (2022.09.22.38), David Olive is elected as Senior Vice President, Policy Development Support.
Resolved (2022.09.22.39), Ashwin Rangan is elected as Senior Vice President, Engineering and Chief Information Officer.
Resolved (2022.09.22.40), Theresa Swinehart is elected as Senior Vice President, Global Domains and Strategy.
Fifteen Directors voted in favor of Resolution 2022.09.22.35, 2022.09.22.36, 2022.09.22.37, 2022.09.22.38, 2022.09.22.39, and 2022.09.22.40. Göran Marby abstained from voting. The Resolutions carried.
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.
PTI Member Meeting:
The ICANN President and CEO, Göran Marby, introduced the agenda item, noting that the proposed actions on the agenda relate to annual governance requirements for Public Technical Identifiers (PTI ). Göran noted that PTI is a wholly owned subsidiary of ICANN, and accordingly, PTI is set up with a single-member organizational structure. PTI Bylaws specify that the PTI President, Kim Davies, shall join the ICANN Board at the annual meeting of the member. Kim joined the meeting in his role as President of PTI. Göran then read the resolution into the record.
Avri Doria moved and Maarten seconded. The Chair called for a vote and the Board took the following action:
Annual Meeting of the Member
Resolved (2022.09.22.41), the ICANN Board confirms that this meeting is the Annual Meeting of the Member of Public Technical Identifiers ("PTI").
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 (2022.09.22.42), the ICANN Board, in its role as sole member of PTI, hereby re-elects Kim Davies as the President of PTI.
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 1 and 3 of the PTI Board are up for election.
Whereas, the Nominating Committee selected Tobias Sattler to serve in Seat 1 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 2025, pursuant to Section 188.8.131.52 of the PTI Bylaws.
Whereas, ICANN organization recommends that Jia-Rong Low, ICANN's Vice President, Stakeholder Engagement and Managing Director – Asia Pacific serve for another term in Seat 3 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 2025, pursuant to Section 184.108.40.206 of the PTI Bylaws.
Whereas, Lise Fuhr's term in Seat 1 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 (2022.09.22.43), ICANN, in its role as sole member of PTI, elects Tobias Sattler to serve in Seat 1 of the PTI Board and re-elects Jia-Rong Low to serve in Seat 3 of the PTI Board, with terms ending at the end of the annual meeting of the Member in 2025.
Resolved (2022.09.22.44), ICANN, in its role as sole member of PTI, thanks Lise Fuhr for her service to PTI and wishes her well in her future endeavors.
All members of the Board present voted in favor of Resolution 2022.09.22.41, 2022.09.22.42, 2022.09.22.43, and 2022.09.11.44. The Resolutions carried.
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 then called the meeting to a close.
Published on 23 January 2023