Minutes | Organizational Meeting of the ICANN Board | 16 October 2014

An Organizational Meeting of the ICANN Board of Directors was held in Los Angeles, California on 16 October 2014 at 6:30 pm local time.

Steve Crocker, Chair, promptly called the meeting to order.

The following Directors participated in all or part of the meeting: Rinalia Abdul Rahim, Cherine Chalaby, Fadi Chehadé (President and CEO), Chris Disspain, Asha Hemrajani, Wolfgang Kleinwächter, Markus Kummer, Erika Mann, Gonzalo Navarro, Ray Plzak, George Sadowsky, Mike Silber, Bruce Tonkin (Vice Chair), and Kuo-Wei Wu.

The following Directors sent their apologies: Bruno Lanvin.

The following Board Liaisons participated in all or part of the meeting: Thomas Schneider (GAC Liaison), Ram Mohan (SSAC Liaison), Jonne Soininen (IETF Liaison), and Suzanne Woolf (RSSAC Liaison).

Secretary: John Jeffrey (General Counsel and Secretary)

1. Main Agenda
   1. Election of ICANN Board Chair
   2. Election of ICANN Board Vice Chair
   3. Appointment of Membership of Board Committees
   4. Board Appointments to the Board-GAC Recommendation Implementation Working Group
   5. Confirmation of Officers of ICANN

 

1. Main Agenda

   Steve Crocker introduced the initial meeting of the new Board and asked for Bruce Tonkin to assume leadership of the meeting for the first item.

   1. Election of ICANN Board Chair

      Bruce Tonkin moved and Cherine Chalaby seconded the proposed resolution, and Bruce read the resolution into the record. Steve Crocker thanked everyone and emphasized that the members of the Board are an extraordinary group to work with and he considers his service to his fellow Board members as one of his most important roles.

      Bruce called for a vote, and the Board took the following action:

      Resolved (2014.10.16.21), Steve Crocker is elected as Chairman of the Board.

      Fifteen members of the Board approved of Resolution 2014.10.16.21 by acclamation. Bruno Lanvin was unavailable to vote on the Resolution. The Resolution carried.

   2. Election of ICANN Board Vice Chair

      The Chair resumed leadership of the meeting. The Chair introduced the agenda item regarding the selection of Bruce Tonkin as Vice Chair. The Chair commented that Bruce has been an able partner and a strong member of the Board. The Chair then called for a vote, and the Board took the following action:

      Resolved (2014.10.16.22), Bruce Tonkin is elected as Vice-Chairman of the Board.

      Fifteen members of the Board approved of Resolution 2014.10.16.22 by acclamation. Bruno Lanvin was unavailable to vote on the Resolution. The Resolution carried.

   3. Appointment of Membership of Board Committees

      Bruce Tonkin moved and Steve Crocker seconded the proposed resolution.

      Bruce introduced the agenda item and explained that at this annual meeting, the Board appoints the membership of the Board Committees. Bruce then listed the new membership of the Audit Committee, the Compensation Committee, the Executive Committee, the Finance Committee, the Governance Committee, the New gTLD Program Committee, the Risk Committee, and the Structural Improvements Committee.

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

      Resolved (2014.10.16.23), membership of the following Board Committees is established as follows:

      Audit
      

      Erika Mann (Chair)
      Steve Crocker
      Raymond Plzak
      George Sadowsky

      Compensation
      

      George Sadowsky (Chair)
      Crocker
      Erika Mann
      Bruce Tonkin
      Ram Mohan (Liaison)

      Executive
      

      Steve Crocker (Chair)
      Cherine Chalaby
      Fadi Chehadé
      Bruce Tonkin

      Finance
      

      Cherine Chalaby (Chair)
      Chris Disspain
      Asha Hemrajani
      Bruno Lanvin
      Gonzalo Navarro

      Governance
      

      Chris Disspain (Chair)
      Cherine Chalaby
      Erika Mann
      Gonzalo Navarro
      Mike Silber
      Bruce Tonkin
      Suzanne Woolf (Liaison)

      New gTLD Program Committee
      

      Cherine Chalaby (Chair)
      Rinalia Abdul Rahim
      Fadi Chehadé
      Steve Crocker
      Chris Disspain
      Asha Hemrajani
      Markus Kummer
      Bruno Lanvin
      Erika Mann
      Gonzalo Navarro
      Raymond Plzak
      George Sadowsky
      Mike Silber
      Thomas Schneider (Liaison)
      Kuo-Wei Wu

      Risk
      

      Ram Mohan (Liaison) (co-chair)
      Silber (co-chair)
      Rinalia Abdul Rahim
      Kuo-Wei Wu
      Jonne Soininen (Liaison)
      Suzanne Woolf (Liaison)

      Structural Improvements
      

      Raymond Plzak (Chair)
      Rinalia Abdul Rahim
      Wolfgang Kleinwächter
      Markus Kummer
      Bruno Lanvin
      Kuo-Wei Wu

      Fifteen members of the Board approved of Resolution 2014.10.16.23 by acclamation. One member of the Board was unavailable to vote on the Resolution. The Resolution carried.

   4. Board Appointments to the Board-GAC Recommendation Implementation Working Group

      Bruce Tonkin moved and Steve Crocker seconded the proposed resolution.

      Bruce introduced the agenda item and indicated that there are slight changes in the appointments to the existing working groups, particularly with changes in Board membership. Bruce then listed the new membership of the Board/GAC Recommendation Implementation Working Group and the Board IDN Variants Working Group.

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

      Resolved (2014.10.16.24), membership of the following Board Working Groups is established as follows:

      Board/GAC Recommendation Implementation Working Group
      

      Gonzalo Navarro (co-chair)
      Chris Disspain
      Markus Kummer
      Erika Mann
      Mike Silber
      Ram Mohan (Liaison)

      Board IDN Variants Working Group
      

      Ram Mohan (Liaison) (Chair)
      Rinalia Abdul Rahim
      Kuo-Wei Wu
      Jonne Soininen (Liaison)
      Suzanne Woolf (Liaison)

      Fifteen members of the Board approved of Resolution 2014.10.16.24 by acclamation. One member of the Board was unavailable to vote on the Resolution. The Resolution carried.

   5. Confirmation of Officers of ICANN

      The Chair moved and Cherine Chalaby seconded the proposed resolution.

      The Chair indicated that this resolution relates to corporate business, namely these persons have, as specified in the Bylaws, a delegated signatory authority for expenses or obligations in various ranges. The Chair then listed the ICANN officers for confirmation.

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

      Resolved (2014.10.16.25), Fadi Chehadé is elected as President and Chief Executive Officer.

      Resolved (2014.10.16.26), John Jeffrey is elected as General Counsel and Secretary.

      Resolved (2014.10.16.27), Xavier Calvez is elected as Chief Financial Officer.

      Resolved (2014.10.16.28), Akram Atallah is elected as President, Global Domains Division.

      Resolved (2014.10.16.29), Susanna Bennett is elected as Chief Operating Officer.

      Resolved (2014.10.16.30), David Olive is elected as Vice President, Policy Development Support.

      Fifteen members of the Board approved of Resolutions 2014.10.16.25, 2014.10.16.26, 2014.10.16.27, 2014.10.16.28, 2014.10.16.29, and 2014.10.16.30 by acclamation. Bruno Lanvin was unavailable to vote on the Resolutions. The Resolutions carried.

      The Chair called the meeting to a close.

Published on 18 November 2014