Minutes of the Special Meeting of the ICANN Board of Directors
A Special Meeting of the ICANN Board of Directors was held via teleconference 30 April 2008. Chairman Peter Dengate Thrush called the meeting to order at 06.00 UTC / 11.00 PM Pacific Daylight Time (PDT), 29 April 2008.
In addition to Chairman Peter Dengate Thrush the following Directors participated in all or part of the meeting: Harald Alvestrand, Raimundo Beca, Vice Chairman Roberto Gaetano, Demi Getschko, Steven Goldstein, Dennis Jennings, Rajasekhar Ramaraj, Jean-Jacques Subrenat, Bruce Tonkin, President and CEO Paul Twomey. The following Board Liaisons participated in all or part of the meeting: Steve Crocker, SSAC Liaison; Janis Karklins, GAC Liaison; Thomas Narten, IETF Liaison; Reinhard Scholl, TLG Liaison; and Suzanne Woolf, RSSAC Liaison. The following Board Members and Liaisons were not present on the call: Susan Crawford, Njeri Rionge, Rita Rodin, Wendy Seltzer, and David Wodelet.
Also, the following ICANN Staff participated in all or part of the meeting: John Jeffrey, General Counsel and Secretary; Doug Brent, Chief Operating Officer; Kurt Pritz, Senior Vice President, Business Operations; Denise Michel, Vice President, Policy; Donna Austin, Manager, Governmental Relations; Paul Levins, Executive Officer and Vice President, Corporate Affairs; Barbara Roseman, General Operations Manager, IANA; Liz Gasster, Senior Policy Counselor, Policy Support; Diane Schroeder, General Manager, Conferences; and, Kim Davies, Manager, Root Zone Services.
Approval of Minutes from Special Meeting of the ICANN Board for 27 March 2008
Steve Goldstein moved and Dennis Jennings seconded the motion to accept the minutes of the 28 March 2008 meeting, which were posted as the Preliminary Report of that meeting.
- A voice vote was taken of all Board Members present, and the motion was approved by a vote of 11 to 0, with no abstentions.
Authorization of Creation of DS Key registry for Top Level Domain DNSSEC keys
Barbara Roseman advised that the proposal is the result of a request from the community to have easy access to DS (Delegation Signer) keys as part of the DNS authorization mode before having a DNSSEC signed root zone which would include keys in an authenticated way. DS keys are the public record keys used to authenticate data from the DNS zone. IANA has been asked to create and maintain a separate registry of these DS keys available through an authentication mechanism such as ssl webpage and to present this to the public as an interim step between now and when root zone is signed.
She explained that the proposal to adopt this by the ICANN Board was raised, as there is no current IETF or IAB policy development process underway and that this was the most expeditious way to carry this proposal forward.
The Chair asked about the resource implications of doing this and if it is possible to put cost on it. Barbara Roseman advised that it is anticipated that it fits within the registry support work done by ICANN and it’s difficult to identify the additional time to be spent on this, but that it would be fairly limited in terms of direct additional costs. Doug Brent added that this would be a relatively small registry, budgeting for DNSSEC is included in the 2008-2009 fiscal year but does not see large resource implications on the issue before the Board. Barbara Roseman stated that it will take about one day of development time, the process to add records will be the same as adding records to the root zone, which is does not add cost to the overall process. This will involve maintaining a registry of, currently, a dozen keys, and the only maintenance is when rolling keys to new number. Even at a greater volume, cost would not become a significant issue for some time.
Steve Goldstein raised a question about the proposed text of the resolutions whereas clause, inquiring whether an adjustment to demonstrate community support was necessary. Barbara Roseman cautioned against this since the IETF and the IAB, although consulted at the leadership level, have not taken a formal policy position on this. Thomas Narten agreed with Barbara noting that the wording is tricky, because even though the IETF leadership was consulted, the IETF would need to go through a formal process to agree to this proposal and as this hasn’t taken place stating in a resolution that the IETF supports the proposal would be a concern.
After additional inputs from Bruce Tonkin and Steve Goldstein, Goldstein withdrew his suggestion of an additional whereas clause.
Barbara Roseman asked that the Board should keep in mind the informal nature of this issue, noting that it is quite difficult for some organizations to find consensus on the best way to proceed without more extensive policy processes.
Steve Goldstein moved and Demi Getschko seconded the following resolution:
- Whereas, in the interests of aiding DNSSEC deployment, the ICANN board believes DNSSEC trust anchors for Top Level Domains should be made available conveniently to the DNS community,
- It is hereby resolved (__.) that the Board instructs IANA staff, as an interim measure, to create and maintain a Registry of DNSSEC trust anchors for Top-Level Domains until such time as the root zone is DNSSEC signed.
- A voice vote was taken of all Board Members present, and the motion was approved by a vote of 11 to 0, with no abstentions.
.KN (St. Kitts and Nevis Islands) Redelegation
Kim Davies advised that the University of Puerto Rico has previously operated the domain and they wanted to divest themselves of the role in managing the domain. The redelegation request was received from relevant government representatives to move it to the Ministry of Finance, Sustainable Development, Information and Technology of Saint Kitts and Nevis. The operations are to be conducted by the ccTLD operator for .TW (TWNIC). All criteria for a redelegation has been met, the current operator is in agreement regarding the hand-over of the databases. As there is nothing contentious or contested, and it has followed all appropriate processes, it is ICANN’s assessment that the redelegation should be approved.
Steve Goldstein asked if TWNIC was trying to get into business of doing these things? Kim Davies advised that he is not aware of TWNIC being involved in other ccTLD operations. Steve Goldstein considered that it seems odd that this will go to TWNIC rather than LACNIC. The Chair reflected that LACNIC is not involved with domain names.
After additional discussion, Steve Goldstein moved and Harald Alvestrand seconded the following resolution:
Whereas, the .KN top-level domain is the designated country-code for Saint Kitts and Nevis.
Whereas, ICANN has received a request for redelegation of .KN to the Ministry of Finance, Sustainable Development, Information and Technology of Saint Kitts and Nevis.
Whereas, ICANN has reviewed the request, and has determined that the proposed redelegation would be in the best interest of the local and global Internet communities.
It is hereby resolved (___), that the proposed redelegation of the .KN domain to the Ministry of Finance, Sustainable Development, Information and Technology of Saint Kitts and Nevis is approved.
- A voice vote was taken of all Board Members present, and the motion was approved by a vote of 11 to 0, with no abstentions.
Finance Committee Report on Foreign Exchange Issues
Raimundo Beca advised that the Finance Committee and ICANN’s Management have been involved in discussions surrounding foreign exchange rate issues. The issues that are being discussed are the following:
ICANN has been spending more and more in foreign currencies (FX) as staff/consultants are increasingly located around the world and as the meetings have grown in cost. FX spending in FY08 is estimated at 15% of total expenses.
ICANN approved the authority to set up a facility with UBOC last fall to enter into short-term FX contracts, which has been utilized.
BFC directed CFO to hire a consultant to evaluate ICANN's current practices as against best practices, to consider minimizing FX risk by hedging more, and to consider the impacts of reporting in foreign currency. The consultant has been hired and is currently expected to complete the first phase of the work within the next few weeks.
The Chair advised that the Board Finance Committee has directed staff to investigate all aspects of foreign currency (including holding accounts in other currencies, hedging, and reporting) with the help of outside consultants.
.PRO Proposed Contract Amendments
Pritz noted that .PRO has struggled as a registry and is seeking to reinvigorate the registry and that staff supports the efforts to make it successful while maintaining appropriate restrictions.
The Chair inquired about the proposed procedures and Kurt Pritz advised that the registrant is still required to be licensed, and must annually confirm their profession.
Steve Goldstein reflected that under the new gTLD policy that is under consideration, that ICANN may get more of these types of questions and advised against ICANN policing these restrictions. Goldstein advised that we must make sure to avoid these loopholes when this is implemented. The Chair noted that there is quite a lot of work going into the implementation program and that these issues are being actively discussed.
Bruce Tonkin asked what we are going to do with respect of existing restricted or sponsored TLDs when new gTLDs are introduced with different agreements, and whether we intend to change their existing contract terms or restrictions going forward? The Chair noted that it will be difficult to monitor the old ones in the same way that we do now, when a couple of hundred new ones will be coming online.
Rajasekhar Ramaraj moved and Steve Goldstein seconded the following resolution:
Whereas, RegistryPro reached out to ICANN in May 2007, about its proposed plan to develop the .PRO TLD by broadening registration restrictions, implementing verification procedures designed to preserve the spirit of the intent of the registry, and to reduce the size of its Advisory Board.
Whereas, RegistryPro consulted with its Advisory Board, the registrar community and ICANN about proposed changes to the Registry Agreement.
Whereas, ICANN and RegistryPro worked in partnership during the period May 2007 through March 2008, regarding the proposed changes to Appendices L and F of the Registry Agreement.
Whereas, on 14 March 2008, ICANN posted for public comment (see, http://www.icann.org/announcements/announcement-14mar08.htm) RegistryPro’s proposal contract amendments to their Registry Agreement and an overwhelming majority of the comments expressed support for the proposed contract amendments.
It is hereby resolved (__.2008) that the proposed changes to the .PRO Registry Agreement are approved, and the President and General Counsel are authorized to take such actions as appropriate to implement the amendments.
- A voice vote was taken of all Board Members present, and the motion was approved by a vote of 10 to 0, with no abstentions. In addition to the board members that were not available for the call, Roberto Gaetano was not available to participate in the meeting, during this particular vote.
ICANN Meetings Discussion
Paul Levins introduced this topic on the agenda by reminding the Board that at the New Delhi meeting the Board had asked staff to deliver on three outcomes in the meetings area: first, to make an early public notification of the Paris meeting and get the meeting schedule out earlier than usual; second, decide upon the location of the ICANN meeting from November 2-7, 2009 to be held in Africa; and third, prepare a paper on meeting management and logistics that would promote a discussion about reform.
Paul advised that this paper and the meetings related item to follow delivered on these requests. This paper regarding the meetings describes moving from three to two ICANN meetings a year and to a hub arrangement. Paul clarified that the hub locations are to be determined in each of the five regions. The Chair asked if the proposals in the paper would go out for public comment. Paul Levins confirmed that it would be published for public comment.
Bruce Tonkin asked if the main motivation for moving from three to two meetings per year was to reduce costs. Paul Levins said that in part this was the case, but it was mainly about reform to the meetings process and the investment of time and anecdotal information received from the community that up to 20 days per year is a big investment in community time in meeting time, especially for a volunteer community many of whom had to rely upon their place of employment to support them.
Bruce Tonkin was concerned that the savings in time and money achieved by going from three to two meetings per year may be diminished if other meetings had to be planned to compensate for the loss of the third meeting. For example it would not be desirable to have, say, ten smaller meetings replace a single larger meeting. Paul Levins noted that concern and said the paper did not countenance more regional meetings but the same number as presently held.
Janis Karklins advised that for the GAC, the diminishing number of face-to-face meetings would result in a slow down in the work. The GAC is already finds the workload difficult to accommodate in three meetings and would need to discuss how to deal with the situation. It may need another face-to-face meeting in addition to the two regular meetings.
The Chair advised that any group that needs to meet can do so, but asked Janis to expand upon the problems in doing that for the GAC. Janis advised that GAC rely on ICANN support services during meetings, and they have no physical resources and will need ICANN’s support. This may have expenditure implications. Janis Karklins said he was not formally asking for more than three meetings, but simply noting that meeting only twice a year will not allow the GAC to keep up with expectations. The Chair noted that the GAC would want staffing support for a third meeting. Bruce Tonkin considered that not only the GAC, but also the GNSO and ALAC amongst others may want additional meetings.
Paul Twomey suggested that the paper should also include an effectiveness quotient of the value in having inter-sessionals to drive through work. Bruce Tonkin noted that the budget might not change. The Chair agreed that there should be a paragraph concerning inter-sessional meetings included in the paper.
Steve Goldstein noted that the former Board Meetings Committee had discussed the idea of hubs and that the feature of a hub is that it would be used often. He considered that if there were five in rotation, there would not be any advantage from using a facility once every five years, and suggested using one hub. Paul Levins provided clarification on the hubs, noting that while there are some cost efficiencies, there are higher savings in returning to one location, it is also about the convenience and access of not having to go through two or three stops to get to a location.
Harald Alvestrand shared Steve’s concerns about the hubs saying he would want clarification of how this would work before it was presented to the community for input and additionally suggested that it is important having meetings in all five regions. The Chair asked Paul Levins to add that concept as an option.
The Chair considered that the paper is designed to get people to think about meeting regularity generally and that there should be full consultation.
Janis Karklins considered if the one of the concerns is budgetary constraint it would be useful to have a comparison of three meetings versus two per year as well as expected requests for others, some general idea of budget should also be provided to the Board. The Chair agreed that financial information would be useful, including comparative costs. Paul Levins noted that the object of this was about meeting reform and discussion around meetings and less budgetary concern. Bruce Tonkin noted that the cost of meetings has been growing and from a Board governance sense we need to be aware of this.
The Chair asked Paul Levins to circulate the paper back to board for further consideration before distribution to the community. The Chair considered that it would be good to have this out and discussed at the Paris meeting.
Paris ICANN Meeting Budget
Paul Levins advised that the Board asked that the Paris ICANN Meeting Budget be reviewed with the Finance Committee, which has been done, and that following this consultation, the budget has been brought back before the Board for approval of a budget $1.81 million US Dollars for meeting. The Chair asked if there was any detail from the Finance Committee discussions that needed to be brought to the attention of the Board. Doug Brent advised that there was nothing notable in the Finance Committee discussion that was not answered, and that the Finance Committee recommended that the Board could approve the Budget. The Chair noted this is was a useful exercise and sets a good precedent.
The following motion was moved by Raimundo Beca and seconded by Rajasekhar Ramaraj
- Whereas, the Paris ICANN meeting was approved by the Board to be the venue for the June ICANN meeting,
- It is hereby resolved (2008.___) that the Board approves the budget for the Paris meeting of $1,812,777 (US).
Cairo ICANN Meeting Proposal Acceptance
Paul Levins advised that this is a proposal for the Board to agree to Cairo as the host city for the meeting in Africa and the 2008 Annual Meeting, and a request to approve the budget, which was also reviewed by the Board Finance Committee. Levins noted that the proposed budget is $2.03m.
Raimundo Beca explained that he abstained from agreeing to the budget in the Board Finance Committee not because he disagreed with the budget but because he wanted to send a strong sign to the community that he does not believe that there should be an At-Large summit in Cairo.
The Chair clarified that the ALAC world summit was not part of this Cairo Meetings Budget. Raimundo Beca said he understood that but believed that if it were included, it would have made it extremely high and wished to make a record on that issue. Doug Brent advised that the board would be considering budget for a proposed At-Large Summit and travel for different communities for the 2008-09 ICANN Budget.
Steve Goldstein noted that airlines are likely to increase costs over time so as much as possible steps should be taken to get airline reservations done early.
The following motion was moved by Rajasekhar Ramaraj , and seconded by Dennis Jennings:
- Whereas, the Cairo ICANN meeting is approved by the Board to be the venue for the October ICANN meeting,
- It is hereby resolved (2008.___) that the Board approves the budget for the Cairo ICANN Meeting of $2,030,000 (US) and that Cairo Meeting be designated as the 2008 Annual Meeting.
GNSO Related Issues
Denise Michel advised that ICANN Management will provide a more full briefing to the Board on this item in the near future, but wanted to alert the Board to two current issues recently approved by the GNSO Council on absentee voting at the GNSO and domain name tasting.
Liz Gasster advised that proxy voting had been considered to ensure absent counselors could participate. Gasster also briefed the board on the GNSO’s recommended action on domain name tasting, indicating that the council had approved it by a super-majority vote. She indicated that that the recommendations for policy staff support would include a monitoring and reporting requirement, so staff would report for at least 2 years on the effectiveness of policy.
Denise Michel advised that staff would deliver briefings prior to the Board within the two-week window of the next board meeting, so that the board could consider taking action at the earliest opportunity.
The Chair asked if the voting would have any impact on the restructure of the GNSO or whether these issues survive those changes. Denise Michel advised that these changes would not impact the ongoing GNSO improvements work.
Update on BGC independent review activities
Roberto Gaetano advised that the GNSO Review WG has already closed and the implementation is going on. Susan Crawford is working with the GNSO to work on implementation.
For the NomCom Review Working Group, Alejandro Pisanty has restarted the group’s work on this. We are losing one and probably two members of the working group and will need to have new people joining otherwise the group is too small.
With regard to ALAC Review Working Group, Tricia Drakes has chaired the WGs first teleconference and they are planning to meet in person in Paris. Roberto Gaetano requested the General Counsel’s advice on how the WG could appoint a Vice Chair for the WG. The Vice Chairman of the Working Group will help the WG Chair. The idea is that Tricia Drakes should be appointing the person of her choice without procedure unless we have feedback from General Counsel that the appointment of the Vice Chair should be a formal procedure if it needs a resolution by the Board or voting by the Board Governance Committee.
John Jeffrey advised that there is no bylaw regarding the structure of the working group and accordingly it can be done how board and/or BGC want to structure the work.
Jean-Jacques Subrenat advised that at the meeting of the working group he suggested that the name be changed to the At Large working group rather than ALAC working group. Roberto Gaetano advised that there may be a formal issue to be considered, but that what is mandated to be reviewed is the structure of organization. What is being reviewed is ALAC as a committee not as a structure.
Roberto Gaetano indicated that there are three other working groups yet to commence work, and that he had circulated the initial lists to Board Governance Committee to populate the working groups. He indicated that the next Board Governance Committee is scheduled to be on 16 May and the work at that committee meeting includes having those lists approved with Chairs identified.
The Chair was interested in the GNSO review and improvements and inquired as to whether Susan Crawford was working with the GNSO on implementation of the recommendations. Roberto Gaetano advised that Susan was not chairing but participating, and that she is acting as liaison to the GNSO in order to facilitate the possible implementation. Gaetano continued that the comment period had just ended and that one proposal to have different structure for GNSO Council, or alternatively to go with new proposal of the three stakeholder groups to lump registries and registrars in one group. The proposal came from Philip Sheppard and it is signed by the cross constituencies, NCUC and ALAC. Roberto Gaetano indicated that he would leave it to ALAC Liaison Wendy Seltzer to comment to the Board, but that in his understanding there is a significant discussion about whether ALAC endorses the proposal. Gaetano indicated that there would be additional discussion with the goal of making a decision at the Paris ICANN meeting.
The Chair asked why the Board could not be briefed so as to make a decision in May. Roberto Gaetano agreed that this would be optimal but that at the latest it will be considered in Paris, depending on whether there is consensus on the proposal or not.
The Chair asked Denise Michele for a board information briefing in May. Denise Michel advised that the she is preparing a paper right now of a summary of all comments including the joint proposal and will be sent to the Board for review and consideration. In addition to the submission for an alternative proposal, came with a request to allow for an additional comment period so groups could comment on the alternative proposal submitted.
Denise Michel advised that Philip Shepard has asked if there would be an additional comment period allowed so various interests could allow for submission by the Board to end of comment period last week.
The Chair asked if that would take us beyond the May Board meeting, and asked Roberto about the need for any additional consultation.
Roberto Gaetano indicated that he is in favour of having the first extensions to the end of April to allow a formal proposal to be put forward but is against any further extension because the more we discuss, the more we will always have somebody saying it will be better. The guidelines of this proposal which is familiarly called ‘the triangle’ was already known three to four months ago, for sure it was discussed in New Delhi. People knew what the proposal was going to be and it was outlined in comment period last year.
The Chair asked if Gaetano was opposing extension of time or if any other Board member were arguing against. The Chair indicated that he believed that it was clear that the sense of the board was that additional extensions were not necessary and that we should proceed. The Chair advised Denise Michel that the Board will want to make a decision at the next opportunity and asked Paul Twomey if there were any problems in considering this issue inter-session ally to allow additional time to consider the issues. It was agreed that the paper could be out in the next few weeks.
ALAC Review Working Group Charter
Jean-Jacques Subrenat pointed out that in the draft of the WG charter, there seemed to be a case for the WG to be entitled the At Large Working Group rather than the ALAC Working Group.
The Chair noted the difference between the two, and asked about the specific Bylaws obligation.
John Jeffrey advised that the ICANN Bylaws require a periodic review of ICANN’s supporting organizations and advisory committees under Article IV, Section 4 and quoted the section. Accordingly, Jeffrey indicated that it should be review of ALAC, not the entire at-large structure except as it is related to the review of the committee.
Denise Michel confirmed that the terms of reference or parameters, approved by Board, provides the direction for independent reviewers, for the ALAC review the terms of reference state “ Recognizing that the ALAC and the global At-Large infrastructure that includes "Regional At-Large Organizations" ("RALOs") and groups certified as "At-Large Structures" ("ALSs") are interconnected, the Review will address all of these elements of At-Large involvement in ICANN."
The Chair considered that it should be clear in the charter and the group should make that clear.
Jean-Jacques Subrenat reiterated that, when looking at the wording of the draft Charter for the WG, there seemed to be a case to change the name of the working group to At Large Review Working instead of ALAC Review Working Group. The Chair indicated his support for this proposal, at first.
Paul Twomey noted that the charter read by Denise indicated that the purpose is to review ALAC the committee, not to review the overall at-large process and structure. Twomey noted the difference between the two and raised concerns that the name changes may suggest that the latter is the purpose.
Denise Michel noted that with the NomCom review there was an independent review, but to consider effectiveness the appointments of the NomCom had to be considered and acted on various organizations and board, there is an interconnectedness purview to explore similarly with the ALAC review.
Following the explanations given by Management, Jean-Jacques Subrenat withdrew his proposal. The Chair reconsidered his support as well, indicating that this is not a review of at large but of ALAC, it is not necessary to change the name or go back to the detail of the charter.
Roberto Gaetano moved that the Board adopt the charter as presented and Steve Goldstein seconded this.
Status of New gTLD Implementation Planning following Riga Workshop
The Chair thanked everyone for the very productive session in Riga and for the briefing by ICANN Management about the progress in the discussions on the implementation of the GNSO’s new gTLD policy.
Kurt Pritz advised that staff took a number of actions out of the Riga workshop that will require follow-up and more formal reporting to the Board. A number of key areas were highlighted for action
After discussion about the various dispute resolution processes for new gTLDs, staff action was to conduct additional investigation and specifically to focus on the standards and basis for standing in the four areas of objection. Management shared input from the GNSO informational discussion (held just prior to Board Workshop) and various discussions that are being held with possible DRP providers. Management will provide additional information to the Board in next couple of weeks prior to the Board review.
Other actions include additional work on the implications of post delegation actions, e.g. having UDRP post delegation where could be objection to string and impact on registrants; providing a fuller report on implications of registry and registrar separation issues; providing additional information on applications processes; providing additional information on the purpose and use of algorithms for string confusion; and, more details on the development of financial and revenue models.
In Riga the Board did not review the mechanisms from which the recommendations and final delegation of TLDs will be approved by the Board. The discussion of the auction model to resolve strings in contention was favorably received by the Board. There was also discussion regarding the timing for the release of the RFP and when we will begin taking applications.
Kurt Pritz provided a verbal briefing on the meetings between himself, John Jeffrey and Amy Stathos with a number of potential dispute resolution providers following Riga. The Chair asked when could we bring the DRP discussions to the speediest and safest conclusion. The Chair requested we have as much done as possible, by Paris.
John Jeffrey advised that a significant part of what we have learned from the DRP providers is that in many cases we would not be able to fit our issues into their rules, but must craft ICANN rules and take those rules to the DRP providers to provide advice and for completion of process planning. Jeffrey indicated that this is the best way to get the right inputs from the DRP providers and the community.
Paul Twomey asked when the Board wants to present this to the community before we put it to the Board for a vote. Twomey suggested that the community needs to explore the implementation process and we’re better served to have that commence at the beginning of the Paris ICANN Meeting. The Chair agreed that the Board could release the information for public comment, but would not be in a position to vote on substance of that in Paris.
The Chair asked if there were any other questions about the new gTLD process.
The Chair thanked Janis for hosting the meeting and making the Riga Board Workshop, such an enjoyable experience.
The Chair advised that the President’s Strategy Committee (PSC) also met in Riga and a number of documents are emerging from that and will be circulated.
In addition, the Chair reported that the Compensation Committee reported its process to the Board and provided preliminary feedback to the CEO.
The Chair requested information on the proposed At-Large Summit. Denise Michel advised that the At Large community is completing a proposal on an At Large summit and is surveying constituents. This will be shared with the Board when completed. The initiative will be considered as part of next fiscal year budget.
he Chair adjourned the Meeting which closed at 8.01 UTC / 1.01 AM PDT.