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Minutes | Organizational Meeting of the ICANN Board

An Organizational Meeting of the ICANN Board of Directors was held on 18 October 2012 at 7:00 pm local time in Toronto, Canada.

Steve Crocker promptly called the meeting to order.

In addition to the Chair the following Directors participated in all or part of the meeting: Sébastien Bachollet, Cherine Chalaby, Fadi Chehadé (President and CEO), Bertrand de La Chapelle, Chris Disspain, Bill Graham, Olga Madruga-Forti, Gonzalo Navarro, Ray Plzak, R. Ramaraj, George Sadowsky, Mike Silber, Bruce Tonkin (Vice Chair), Judith Vazquez, and Kuo-Wei Wu.

The following Board Liaisons participated in all or part of the meeting: Heather Dryden (GAC Liaison); Ram Mohan (SSAC Liaison); Thomas Narten (IETF Liaison); and Suzanne Woolf (RSSAC Liaison).

Francisco da Silva (TLG Liaison), and Erika Mann sent apologies.

A full transcript of the Organizational Meeting is available at http://toronto45.icann.org/meetings/toronto2012/transcript-board-meeting-18oct12-en.pdf [PDF, 357 KB] and is incorporated herein as the Minutes of this Organizational meeting. With the full transcript available, these Minutes will The Minutes for this Organizational Meeting reflect a summary of the Board's discussion, and an identification of the Board members moving a particular resolution, and vote counts.

  1. Election of Board Chairman
  2. Election of Board Vice-Chairman
  3. Appointment of Membership of Board Committees
  4. Confirmation of Officers of ICANN
  5. Thank You Resolutions – Departing Community Volunteers
  6. Thank You to Thomas Roessler
  7. Thank You to Ramaraj
  8. Thanks to the 2012 Nominating Committee
  9. Sponsors of Toronto Meeting
  10. Scribes, Interpreters, Staff, Event and Hotel Teams of Toronto Meeting
  11. Local Hosts of Toronto Meeting

 

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 Board Chairman

    Bruce Tonkin moved and Cherine Chalaby moved the following resolution:

    Resolved (2012.10.18.05), Steve Crocker is elected as Chairman of the Board.

    Bruce noted that the Board Governance Committee recommended the appointment of Steve Crocker as Chair of the Board.

    Bruce then called for a vote on the resolution.

    The Board approved the resolution by acclamation. The resolution carried.

    The Chair thanked the Board and the community.

  2. Election of Board Vice-Chairman

    The Chair resumed leadership of the meeting. The Chair moved and Sébastien Bachollet seconded the following resolution:

    Resolved (2012.10.18.06), Bruce Tonkin is elected as Vice-Chairman of the Board.

    The Chair called for a vote on the resolution.

    The Board approved the resolution by acclamation. The resolution carried.

  3. Appointment of Membership of Board Committees

    Bruce Tonkin moved and Ray Plzak seconded the following resolution:

    Resolved (2012.10.18.07), membership of the following Board committees is established as follows:

    1. Audit
      1. Erika Mann (Chair)
      2. Bill Graham
      3. Olga Madruga-Forti
      4. Gonzalo Navarro
      5. Judith Vazquez
    2. Compensation
      1. George Sadowsky (Chair)
      2. Steve Crocker
      3. Ray Plzak
      4. Bruce Tonkin
    3. Executive
      1. Steve Crocker (Chair)
      2. Fadi Chehadé
      3. Cherine Chalaby
      4. Bruce Tonkin
    4. Finance
      1. Cherine Chalaby (Chair)
      2. Sébastien Bachollet
      3. Chris Disspain
      4. George Sadowsky
    5. Governance
      1. Bruce Tonkin (Chair)
      2. Cherine Chalaby
      3. Chris Disspain
      4. Bertrand de La Chapelle
      5. Ram Mohan (Liaison)
      6. Ray Plzak
      7. Mike Silber
    6. Global Relationships
      1. Bill Graham (Chair)
      2. Gonzalo Navarro
      3. Bertrand de La Chapelle
      4. Olga Madruga-Forti
      5. Erika Mann
      6. George Sadowsky
      7. Kuo-Wei Wu
    7. IANA
      1. Kuo-Wei Wu (Chair)
      2. Bill Graham
      3. Mike Silber
      4. Thomas Narten (Liaison)
      5. Suzanne Woolf (Liaison)
    8. New gTLD Program Committee
      1. Cherine Chalaby (Chair)
      2. Fadi Chehadé
      3. Chris Disspain
      4. Bill Graham
      5. Olga Madruga-Forti
      6. Erika Mann
      7. Thomas Narten (Liaison)
      8. Gonzalo Navarro
      9. Ray Plzak
      10. George Sadowsky
      11. Mike Silber
      12. Francisco da Silva (Liaison)
      13. Judith Vazquez
      14. Kuo-Wei Wu
    9. Public Participation
      1. Sébastien Bachollet (Chair)
      2. Chris Disspain
      3. Thomas Narten (Liaison)
      4. Kuo-Wei Wu
    10. Risk
      1. Mike Silber (Chair)
      2. Steve Crocker
      3. Ram Mohan (Liaison)
      4. Thomas Narten (Liaison)
      5. Gonzalo Navarro
      6. Judith Vazquez
      7. Suzanne Woolf (Liaison)
    11. Structural Improvements
      1. Ray Plzak (Chair)
      2. Sébastien Bachollet
      3. Bertrand de La Chapelle
      4. Francisco da Silva (Liaison)
      5. Judith Vazquez

    The Chair called for a vote on the resolution.

    Fifteen members of the Board approved of the resolution. Bruce Tonkin was unavailable to vote on the resolution. The resolution carried.

  4. Confirmation of Officers of ICANN

    Judith Vazquez moved and Kuo-Wei Wu seconded the following resolutions:

    Resolved (2012.10.18.08), Fadi Chehadé is elected as President and Chief Executive Officer.

    Resolved (2012.10.18.09), Akram Atallah is elected as Chief Operating Officer.

    Resolved (2012.10.18.10), John Jeffrey is elected as General Counsel and Secretary.

    Resolved (2012.10.18.11), Kurt Pritz is elected as Chief Strategy Officer.

    Resolved (2012.10.18.12), Xavier Calvez is elected as Chief Financial Officer.

    The Chair called for a vote.

    Fourteen members of the Board approved of the resolutions. Fadi Chehadé abstained from voting on the resolutions. Erika Mann was unavailable to vote. The resolutions carried.

  5. Thank You Resolutions – Departing Community Volunteers

    Chris Disspain moved and Kuo-Wei Wu seconded the following resolutions:

    The Board then took the following action:

    Whereas, ICANN wishes to acknowledge the considerable energy and skills that members of the stakeholder community bring to the ICANN process.

    Whereas, in recognition of these contributions, ICANN wishes to acknowledge and thank members of the community when their terms of service on Supporting Organizations and Advisory Committees end.

    1. At-Large Community

      Whereas, the following members of the At-Large are leaving their positions when their terms end:

      • North American Regional At-Large Organization (NARALO) Council
        • Chair – Beau Brendler
      • Asian, Australian, Pacific Islands Regional At-Large Organization Council (APRALO)
        • Chair – Charles Mok
        • Vice-Chair – Holly Raiche
      • At-Large Advisory Committee
        • Member – Ganesh Kumar
        • Member from APRALO – Edmon Chung
        • Member from LACRALO – Sergio Salinas Porto

      Resolved (2012.10.18.13), Beau Brendler, Charles Mok, Holly Raiche, Ganesh Kumar, Edmon Chung and Sergio Salinas Porto have earned the deep appreciation of the Board for their terms of service, and the Board wishes them well in their future endeavors.

    2. ccNSO Council Members

      Whereas, the following members of the Country Code Names Supporting Organization (ccNSO) Council are leaving their positions when their terms end:

      • Juhani Juselius
      • Becky Burr

      Resolved (2012.10.18.14), Juhani Juselius and Becky Burr have earned the deep appreciation of the Board for their terms of service, and the Board wishes them well in their future endeavors.

    3. GNSO Community Members

      Whereas, the following members of the Generic Names Supporting Organization (GNSO) community will be leaving their positions when their terms end:

      • Generic Names Supporting Organization Council
        • Chair – Stéphane van Gelder
        • Representative appointed by Nom Com – Carlos Dionisio Aguirre
        • Intellectual Property Constituency Representative – David Taylor
      • NCSG Executive Committee & GNSO Council Representatives
        • Rafik Dammak
        • William Drake
        • Mary Wong
      • The gTLD Registries Stakeholder Group Chair
        • David Maher
      • Non Commercial Users Constituency Interim Chair & GNSO Council Representative
        • David Cake

      Resolved (2012.10.18.15), Stephane Van Gelder, Carlos Dionisio Aguirre, David Taylor, Rafik Dammak, William Drake, Mary Wong, David Maher and David Cake have earned the deep appreciation of the Board for their terms of service, and the Board wishes them well in their future endeavors.

    Prior to voting on the resolutions, Chris provided a special note of thanks to Stephane Van Gelder for his service as the Chair of the GNSO Council, and the the Board noted the extreme amount of work undertaken by the community members.

    The Chair then called for a vote on the resolutions.

    The Board approved the resolutions by acclamation. The resolutions carried.

  6. Thank You to Thomas Roessler

    Prior to presenting the resolution, the Chair welcomed the Olga Madruga-Forti and Francisco da Silva to the Board. The Chair then presented the resolution and the Board took the following action:

    Whereas, Thomas Roessler was appointed to serve as TLG Liaison on the ICANN Board in September 2011.

    Whereas, Thomas previously served as the TLG Liaison in 2008 – 2009.

    Whereas, Thomas concludes his term as the TLG Liaison to the ICANN Board on 18 October 2012.

    Whereas, Thomas has served as:

    • Member of the Structural Improvements Committee
    • Member of the New gTLD Program Committee

    Resolved (2012.10.18.16), Thomas Roessler has earned the deep appreciation of the Board for his term of service, and the Board wishes him well in his future endeavors.

    The Board approved the resolution by acclamation. The resolution carried.

    Thomas Roessler thanked the Board for an intense and exciting year of work.

  7. Thank You to Ramaraj

    The Chair presented the resolution and the Board took the following action:

    Whereas, Ramaraj was appointed to the ICANN Board by the Nominating Committee in October 2006.

    Whereas, Ramaraj was appointed by the Nominating Committee to a second term on the ICANN Board in October 2009.

    Whereas, Ramaraj concludes his term on the ICANN Board on 18 October 2012.

    Whereas, Ramaraj has served as:

    • Member – Board Governance Committee
    • Member & Chair – Compensation Committee
    • Member – Executive Committee
    • Chair – Finance Committee
    • Member – New gTLD Program Committee
    • Member – Board Review Working Group
    • Member – CEO Search Committee – 2009
    • Member – CEO Search Committee – 2012

    Resolved (2012.10.18.17), Ramaraj has earned the deep appreciation of the Board for his term of service, and the Board wishes him well in his future endeavors.

    The Board approved the resolution by acclamation. The resolution carried.

    Ramaraj thanked the Board and the community for their work and friendship.

  8. Thanks to the 2012 Nominating Committee

    Bruce Tonkin moved and George Sadowsky seconded the following resolution:

    Whereas, on 8 August 2011, ICANN appointed Vanda Scartezini as Chair of the Nominating Committee and Rob Hall as the Chair-Elect of the Nominating Committee.

    Whereas, the 2012 Nominating Committee consisted of delegates from each of ICANN's constituencies and advisory bodies.

    Resolved (2012.10.18.18), the ICANN Board expresses its deep appreciation to Vanda Scartezini, Rob Hall and all of the members of the 2012 Nominating Committee for their dedication, hard work, and successful efforts.

    The Chair called for a vote on the resolution.

    The Board approved the resolution by acclamation. The resolution carried.

  9. Sponsors of Toronto Meeting

    The Chair moved and Bill Graham seconded the following resolution:

    The Board wishes to thank the following sponsors: Verisign, Inc.; Canadian Internet Registration Authority (CIRA); Afilias Limited; .ORG, The Public Interest Registry; Neustar; China Organizational Name Administration Center; China Internet Network Information Center; Beanfield Metroconnect; Iron Mountain; UniForum SA dba the .ZA Central Registry; InterNetX; community.asia; SX Registry; PointQuebec Inc.; PDR Solutions FZC; AFNIC; HiChina Zhicheng Technology Limited; eNom.com; Donuts Inc.; CentralNic; Ascio; ARI Registry Services, Corp.; ICANNWiki; and our local sponsors, Dial Telecom.

    The Board approved the resolution by acclamation. The resolution carried.

  10. Scribes, Interpreters, Staff, Event and Hotel Teams of Toronto Meeting

    The Chair moved and Sébastien Bachollet seconded the following resolution:

    The Board expresses its appreciation to the scribes, interpreters, technical teams, and the entire ICANN staff for their efforts in facilitating the smooth operation of the meeting.

    The Board would also like to thank the management and staff of the Westin Harbour Castle Toronto for the wonderful facility to hold this event. Special thanks are given to Dwayne Penney, Convention and Catering Services Manager.

    The Board approved the resolution by acclamation. The resolution carried.

  11. Local Hosts of Toronto Meeting

    Bill Graham moved and Gonzalo Navarro seconded the following resolution:

    The Board wishes to extend its thanks to the local host organizer, Canadian Internet Registration Authority, the .CA Registry, for their support. Special thanks are given to Byron Holland, President and CEO, Paul Anderson, Chair of the Board of Directors, Julie Lepine, Communications Manager, and the entire Canadian Internet Registration Authority staff.

    The Board extends thanks to Hon. Tony Clement, President of the Treasury Board and Minister for the Federal Economic Development Initiative for Northern Ontario (FedNor) for his support and participation during the meeting.

    The Board also extends thanks to Industry Canada for organizing the successful High Level Meeting held on Monday, October 15. Special thanks are given to Marta Morgan, Associate Deputy Minister, Industry Canada and her staff, and to Governmental Advisory Committee Chair, Heather Dryden.

    The Board approved the resolution by acclamation. The resolution carried.

    The Chair then called the meeting to a close.

Published on 21 December 2012.

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