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Minutes of Board Meeting

A Special Meeting of the ICANN Board of Directors was held via teleconference on 5 August 2010 at 20:00 UTC.

Chairman Peter Dengate Thrush promptly called the meeting to order.

In addition to Chairman Peter Dengate Thrush the following Directors participated in all or part of the meeting: Rod Beckstrom (President and CEO), Dennis Jennings (Vice Chairman), Harald Tveit Alvestrand, Steve Crocker, Gonzalo Navarro, Rita Rodin Johnston, Raymond A. Plzak, George Sadowsky, Mike Silber, Jean-Jacques Subrenat, Bruce Tonkin, Katim Touray, and Kuo-Wei Wu.

Rajasekhar Ramaraj sent apologies.

The following Board Liaisons participated in all or part of the meeting: Heather Dryden, GAC Liaison; Ram Mohan, SSAC Liaison; Thomas Narten, IETF Liaison; Jonne Soininen, TLG Liaison; and Vanda Scartezini, ALAC Liaison.

Also, the following ICANN Management and staff participated in all or part of the meeting: John Jeffrey, General Counsel and Secretary; Kurt Pritz, Senior Vice President, Services; Tina Dam, Senior Director, IDNs; Kim Davies, Manager, Root Zone Services; Elise Gerich, Vice President, IANA; Diane Schroeder, Director of Board Support.

1. Executive Session

The Board conducted an executive session, without staff present, in confidence.

2. Consent Agenda:

The Board discussed the content of the Consent Agenda and noted some corrections to be made to the Minutes of the 25 June 2010 Board meeting prior to approval. The following resolutions were approved unanimously 14-0. The Resolutions were moved together by the Chair, and Dennis Jennings seconded the motion. Rajasekhar Ramaraj was not available to vote on the Resolutions.

RESOLVED, the following resolutions in this Consent Agenda are hereby approved:

a. Approval of Minutes of 23 June 2010 ICANN Regular Board Meeting

RESOLVED (2010.08.05.01), the Board hereby approves the minutes of the 23 June 2010 Board Meeting.

b. Approval of Minutes of 25 June 2010 ICANN Special Board Meeting

RESOLVED (2010.08.05.02), the Board hereby approves the minutes of the 25 June 2010 Board Meeting.

c. Delegation of IDN ccTLDs:

i. Sri Lanka

Whereas, Sri Lanka is a country currently listed in the ISO 3166-1 standard.

Whereas, . ලංකා (“Lanka”), encoded as “xn--fzc2c9e2c”; and . இலங்கை (“Ilangai”), encoded as “xn--xkc2al3hye2a”; are both strings that have been deemed to appropriately represent Sri Lanka through the IDN Fast Track process.

Whereas, ICANN has received requests for delegation of . ලංකා and . இலங்கை to LK Domain Registry.

Whereas, ICANN has reviewed the requests, and has determined that the proposed delegations would be in the interests of the local and global Internet communities.

RESOLVED (2010.08.05.03), the proposed delegation of . ලංකා to LK Domain Registry is approved.

RESOLVED (2010.08.05.04), the proposed delegation of . இலங்கை to LK Domain Registry is approved.

    ii. Thailand

Whereas, the Thailand is a country currently listed in the ISO 3166-1 standard.

Whereas, . ไทย (“Thai”), encoded as “xn--o3cw4h”, is a string that has been deemed to appropriately represent Thailand through the IDN Fast Track process.

Whereas, ICANN has received a request for delegation of . ไทย to the Thai Network Information Center Foundation.

Whereas, ICANN has reviewed the request, and has determined that the proposed delegation would be in the interests of the local and global Internet communities.

RESOLVED (2010.08.05.05), the proposed delegation of the . ไทย domain to the Thai Network Information Center Foundation is approved.

d. Approval of RSEP Request for Allocation of 1 and 2-Character Domains in .TRAVEL

Whereas, Tralliance submitted a request pursuant to ICANN’s Registry Services Evaluation Policy to amend the .TRAVEL Registry Agreements to allocate one and two-character domain names via a phased allocation process.

Whereas, the proposed release of single and two-character domain names in .TRAVEL would be consistent with the recommendations of the GNSO Reserved Names Working Group and other approvals to permit the release of one and two-character domain names.

Whereas, ICANN has evaluated the proposed amendment to the .TRAVEL Registry Agreement as new registry services pursuant to the Registry Services Evaluation Policy and has posted amendments for public comment and Board approval (http://www.icann.org/en/registries/rsep/).

RESOLVED (2010.08.05.06), the .TRAVEL amendment is approved, and the President and General Counsel are authorized to take such actions as appropriate to implement the amendments.

e. From the Security & Stability Advisory Committee

i. Bylaw changes

Whereas, Article XI, Section 2, Subsection 2 of the Bylaws governs the Security and Stability Advisory Committee (SSAC).

Whereas, in its final report published 29 January 2010 http://www.icann.org/en/reviews/ssac/ssac-review-wg-final-report-29jan10-en.pdf, the Security and Stability Advisory Committee (SSAC) recommended SSAC membership appointments be for a term of three years renewable by the Board at the recommendation of the SSAC Chair indefinitely, and that the terms be staggered to allow for the terms of one-third of the SSAC members to expire at the end of every year.

Whereas, on 12 March 2010, the Board received the SSAC final report and directed the Structural Improvements Committee (SIC) to identify actions necessary to address the recommendations within the report, at http://www.icann.org/en/minutes/resolutions-12mar10-en.htm#1.6.

Whereas, Article XI, Section 2(2)(b) http://www.icann.org/en/general/bylaws.htm#XI of the Bylaws states that the SSAC chair and members shall be appointed by the Board, and does not state any term for such appointments.

Whereas, staff supporting the SIC have identified that a Bylaws amendment is required in order to implement the recommended change to the SSAC membership appointments.

Whereas, in Resolution 2010.06.25.04 the Board directed the CEO to have staff draft proposed Bylaws amendments addressing the recommendations arising out of the SSAC review Working Group and to post the proposed Bylaws amendments for public comment for a period of no less than 30 days.

Whereas, the proposed amendments were posted for public comment for a period of 30 days beginning 02 July 2010 and ending 01 August 2010,

Whereas, staff provided the Board with a summary and analysis of the public comments received and recommended that the Board approve the Bylaws revisions as posted at http://www.icann.org/en/general/proposed-bylaws-revision-ix-2-02jul10-en.pdf.

RESOLVED (2010.08.05.07), the Board approves the Bylaws revisions as posted for public comment in furtherance of the recommendations arising out of the SSAC review Working Group.

    ii. Membership appointments to initial term lengths

Whereas, Article XI, Section 2, Subsection 2 of the Bylaws governs the Security and Stability Advisory Committee (SSAC).

Whereas, in its final report published 29 January 2010 http://www.icann.org/en/reviews/ssac/ssac-review-wg-final-report-29jan10-en.pdf , the Security and Stability Advisory Committee (SSAC) recommended SSAC membership appointments be for a term of three years renewable by the Board at the recommendation of the SSAC Chair indefinitely, and that the terms be staggered to allow for the terms of one-third of the SSAC members to expire at the end of every year.

Whereas, the Board, at Resolution 2010.08.05.xx approved Bylaws revisions that create three-year terms for SSAC members, require staggering of terms, and obligate the SSAC chair to recommend the re-appointment of all current SSAC members to full or partial terms to implement the Bylaws revisions. The SSAC Chair must provide those recommendations prior to 1 January 2011. As noted in the Bylaws, prior to 1 January 2011, the SSAC shall remain comprised as stated in the Bylaws as amended 25 June 2010.

Whereas, the Chair of the SSAC provided recommendations to the Board in fulfillment of his obligations under the Bylaws.

RESOLVED (2010.08.05.08), the Board accepts the recommendation of the SSAC Chair and appoints the following SSAC members to partial terms of one year commencing on 01 January 2011 and ending on 31 December 2011: Harald Alvestrand, KC Claffy, Steve Crocker, Rodney Joffe, Mark Kosters, Russ Mundy, Ray Plzak, Christophe Reverd, Mark Seiden, Bruce Tonkin, Stefano Trumpy, Patrick Vande Walle, Paul Vixie; the Board appoints the following SSAC members to partial terms of two years commencing on 01 January 2011 and ending on 31 December 2012: Alain Aina, Jaap Akkerhuis, Patrik Fältström, James Galvin, Douglas Maughan, Ram Mohan, Frederico Neves, John Schnizlein, Doron Shikmoni, Rick Wesson, Richard Wilhelm, Suzanne Woolf; the Board appoints the following SSAC members to full terms of three years commencing on 01 January 2011 and ending on 31 December 2013: Roy Arends, Jeffrey Bedser, Duncan Hart, Jeremy Hitchcock, Sarmad Hussain, Warren Kumari, Matt Larson, Xiaodong Lee, Danny McPherson, Shinta Sato, Vanda Scartezini, and Dan Simon.

f. From the Structural Improvements Committee – Receipt of Final Report from RSSAC Review Working Group

Whereas, after public comment, the RSSAC review Working Group (WG) has delivered to the Structural Improvements Committee (SIC) its final report of activity, which contain conclusions and recommendations for enhancing the effectiveness of this structure;

Whereas, at its 22 July 2010 meeting, the SIC recommended that the Board receive the final report, thank the members of the RSSAC review WG, and dissolve the RSSAC review WG, which has fulfilled the tasks assigned to it at the time of establishment;

Whereas, the SIC also recommended that the ICANN Board direct the SIC with presenting a set of suggested implementation actions arising out of the Final Report for Board consideration and approval at the 28 October 2010 meeting of the Board.

Resolved (2010.08.05.09), the Board receives the final report of the RSSAC review Working Group.

Resolved (2010.08.05.10), the Board thanks the Chair and Members of the RSSAC review Working Group: Harald Alvestrand (Chair), Steve Crocker and Bruce Tonkin, for their commitment and ability to fulfil their tasks.

Resolved (2010.08.05.11), the Board dissolves the RSSAC review Working Group.

Resolved (2010.08.05.12), the Board directs the Structural Improvements Committee to present a set of suggested actions for approval at the October 2010 Board meeting, so as to address the conclusions and recommendations formulated in the final report of this Working Group.

g. Receipt and Posting for Public Comment of the Application to be a New UDRP Provider – No resolution

h. Approval of the At-Large Improvements Implementation Plan

Whereas, on 26 June 2009, the Board resolved to direct ICANN Staff to assist the At-Large community in developing a proposed implementation plan and timeline for the recommendations in the ALAC Review Final Report (except for the recommendation to provide At-Large with voting seats) and to submit these to the Structural Improvements Committee for review and Board approval. (Resolution 2009.06.26.12).

Whereas, at its 19 June 2010 meeting, the SIC acknowledged receipt from staff and the At-Large community of an implementation plan, with timeline, "ALAC/At‐Large Improvements Implementation Project Plan", dated 7 June 2010, and resolved to recommend it to the ICANN Board for consideration.

Whereas, at its 25 June 2010 Meeting, the Board directed ICANN's CEO to provide the Board with a summary of the "ALAC/At-Large Improvements Implementation Project Plan" dated 7 June 2010, for consideration at the next Board meeting, if practicable. (Resolution 2010.06.25.10).

It is hereby RESOLVED (2010.08 .05.12 ), that the Board approve the ALAC/At-Large Improvements Project Plan and directs ICANN’s CEO to take action according to the ALAC/At-Large Improvements Implementation Project Plan and report back on the progress at the 2010 Annual General Meeting.

Resolutions 2010.08.05.01, 2010.08.05.02, 2010.08.05.03, 2010.08.05.04, 2010.08.05.05, 2010.08.05.06, 2010.08.05.07, 2010.08.05.08, 2010.08.05.09, 2010.08.05.10, 2010.08.05.11, and 2010.08.05.12 were approved in a single vote approving the consent agenda items. All Board Members present unanimously approved these resolutions.

Main Agenda:

3. Delegation of IDN ccTLDs

Dennis Jennings raised a concern regarding variances in documentation provided by applicants for delegation, and the need for the Board to decide how to handle these variances.

The Chair confirmed that ICP-1 is the only formal adoption of ICANN policy regarding delegation and redelegation issues, and confirmed that there is currently a ccNSO working group on delegation/redelegation. The Chair inquired of staff of the treatment of variance from ICP-1 and the inclusion of advice from the GAC and the creation of GAC principles on this topic.

Kim Davies noted the high level of government involvement in requests for delegation of IDN ccTLDs, and noted the import of having some flexibility for evaluating demonstrations of community support contained within the delegation requests.

The Chair stated that the ccNSO work may likely identify policy gaps between the what is required under ICP-1 and the delegation process as it has evolved.

Steve Crocker inquired about the scope of information required when an IDN ccTLD delegation request is received requesting delegation to an operator that already operates the ASCII ccTLD for that country or territory. Steve also noted the need for a stronger policy framework.

The Chair noted his agreement with Steve, and suggested that one solution may be for the Board to wait for the ccNSO to come up with a policy.

Steve stated that this may be consequence of the Fast Track process, which was supposed to handle the “unexceptional” or “easy” cases. The applications before the Board can be easy cases as well, if they are just extensions into the IDN space.

Mike Silber noted that he would approve based on the precedent in earlier IDN ccTLD delegations.

Katim Touray echoed Mike’s comment, and noted the import of Dennis’ point that policy work needs to be expedited on this issue.

Ray Plzak commented on how the Board reinforces its precedent with every decision, and that has to be weighed here.

Heather Dryden noted that when a government presents documentation to ICANN as part of a delegation request, there’s not much more that ICANN can do to resolve any perceived deficiency in the information provided. Even if ICANN presses for more information, the conditions are not going to change. This is a sensitive area for governments. Here, for example, community support exists if the government tells ICANN it does, particularly if legislation was passed regarding ccTLD operations or authority. Heather urged caution on this point, though there have been fair points raised regarding objectivity and process, those do not complete the picture. Heather noted that the ccNSO working group may be able to shed some further light on these discussions.

The Chair inquired as to whether the process for delegation requests may need to change to address the issues raised in these discussions.

Dennis stressed the need to have a clear process and outcome, which may require some level of categorization of applications to take account for the sensitivities raised.

The Chair stated that the Board has to make one of two choices – vote on the merits of the applications before the Board, or defer and ask for the creation of solutions along the lines of Dennis’s suggestion.

Rita Rodin Johnston inquired about the process for deferral.

The Chair noted that process would be to defer on the basis that there’s not an established policy position regarding the consideration of governmental representations, and seek ccNSO, IANA Department staff and Board consultations on the issue.

Rita stated that a decision at this point that no policy exists is not the appropriate answer, where ICANN has approved other delegation and redelegation requests based on similar governmental representations.

Rod Beckstrom stated the request from Staff to consider approving the three applications currently before the Board and for the IANA Committee of the Board to review this issue and discuss and consider it further with staff. Rod noted that there is a concern that turning this into a policy discussion could stretch the consideration of ccTLD delegations into a very long-term endeavor, where ICANN already has other applications in pending processes. Rod reiterated the request to approve the three before the Board and to have a discussion with the IANA committee to develop an interpretation of the existing RFC-1591 language for the Board’s consideration.

Harald Alvestrand stated, as the chair of the IANA Committee, that the IANA Committee could take this onto its agenda.

Rita suggested that the Board should take a vote on the approval of the three applications and having IANA Committee review. Rita stated that she is uncomfortable with the Board deferring consideration of the three applications at this time, and instead consider approval along with a statement that the Board is going to seriously look at this issue and come up with a clear standard, taking into consideration Heather’s guidance.

The Chair took Rita’s request as a motion to put the motion for a vote, seconded by the CEO, and the Board took the following actions:

RESOLVED (2010.08.05.13), the Board IANA Committee is directed, in coordination with ICANN’s CEO, to create improvements to the processes and new guidelines for implementation of the IDN ccTLD Fast Track process.

a. Occupied Palestinian Territory

Whereas, the Occupied Palestinian Territory is a country currently listed in the ISO 3166-1 standard.

Whereas, فلسطين (“Falasteen”), encoded as “xn--ygbi2ammx”, is a string that has been deemed to appropriately represent the Occupied Palestinian Territory through the IDN Fast Track process.

Whereas, ICANN has received a request for delegation of فلسطين . to the Ministry of Telecom and Information Technology of the Palestinian National Authority.

Whereas, ICANN has reviewed the request, and has determined that the proposed delegation would be in the interests of the local and global Internet communities.

RESOLVED (2010.08.05.14), the proposed delegation of the فلسطين . domain to the Ministry of Telecom and Information Technology is approved.

b. Tunisia

Whereas, Tunisia is a country currently listed in the ISO 3166-1 standard;

Whereas, تونس (“Tunis”), encoded as “xn--pgbs0dh”, is a string that has been deemed to appropriately represent Tunisia through the IDN Fast Track process;

Whereas, ICANN has received a request for delegation of تونس . to Agence Tunisienne d’Internet;

Whereas, ICANN has reviewed the request, and has determined that the proposed delegation would be in the interests of the local and global Internet communities;

RESOLVED (2010.08.05.15), the proposed delegation of the تونس . top-level domain to Agence Tunisienne d’Internet is approved.

c. Jordan

Whereas, Jordan is a country currently listed in the ISO 3166-1 standard.

Whereas, الاردن (“al-Ordon”), encoded as “xn--mgbayh7gpa”, is a string that has been deemed to appropriately represent Jordan through the IDN Fast Track process.

Whereas, ICANN has received a request for delegation of الاردن . to the National Information Technology Center.

Whereas, ICANN has reviewed the request, and has determined that the proposed delegation would be in the interests of the local and global Internet communities.

RESOLVED (2010.08.05.16), the proposed delegation of the الاردن .domain to the National Information Technology Center is approved.

Rod Beckstrom, Steve Crocker Dennis Jennings, Rita Rodin Johnston, Gonzalo Navarro, George Sadowsky, Bruce Tonkin, Katim Touray and Kuo-Wei Wu voted in favor of Resolutions 2010.08.05.13, 2010.08.05.14, 2010.08.05.15, and 2010.08.05.16. Ray Plzak and the Chair were opposed to the resolutions, and Harald Alvestrand, Mike Silber, and Jean-Jacques Subrenat abstained from voting on these resolutions. Rajasekhar Ramaraj was not available to vote on the resolutions. The resolutions carried.

During voting on the matter, Dennis Jennings and Steve Crocker both initially voted in opposition to the resolutions and changed their votes to support the resolutions. Dennis and Steve each offered guidance to the IANA committee on how to proceed with consideration of this issue.

Dennis stated that he is satisfied with the approval of these three delegation requests so long as the Board sends a clear signal that the process will be reviewed.

Steve confirmed Dennis’ position and stated that with clear guidance to present a timely solution so that the Board does not face this issue again, he’s in support of these resolutions.

Kuo-Wei Wu initially abstained from voting on the resolutions, and during the voting session, changed his vote to support the resolutions. Kuo-Wei noted that given the current situations where the applicants are the current ccTLD operators, the governments issued support, and the no other governments have expressed opposition, he could change his position.

Jean-Jacques offered the following statement in support of his abstention: “Given the criteria which has been provided to the Board, I consider they are not sufficiently well met.”

Ray stated that the Board should firmly commit itself to solve this problem to its satisfaction by a date certain.

The Chair noted his agreement with Ray’s position.

Tina Dam explained that within the IDN ccTLD Fast Track Process, there has already been a change in a process regarding the string evaluation portions, where ICANN staff calls all applicants at the beginning of the application process and explains more detail regarding the difference between community support for the string evaluation process (support for the string) and community support in the delegation process (support of the operator), as this point was hard for some applicants to understand. The three applicants just before the Board did not have the benefit of this change in process.

Bruce Tonkin stressed the need to be clear that the Board is only looking to improve the implementation of the process already approved, and not that the Board is asking the IANA Committee to make new policy.

The Chair confirmed that the IANA Committee is tasked with improving the implementation process, not with policy-making.

4. CEO’s Report

The Chair requested that the CEO provide any updates to his written report previously circulated to the Board.

The CEO noted the success of the launch of DNSSEC and how well the launch was received.

Dennis Jennings requested that the CEO Report include updates on IDN ccTLD Fast Track applicants, including voluntary payment of the application fee, the status of delegation, and commitments to pay the recurrent contributions set forth in the Fast Track Process.

5. Chair Remuneration

The Chair recused himself from conversation on this topic, and Dennis Jennings assumed responsibility for chairing this portion of this meeting.

John Jeffrey provided an update to the public comment summary, noting that since the time of the drafting of the Board paper, which included summarization of the first four comments received in the public comment forum, the public comment forum had since closed and one additional comment was received, noting “strong support” for remuneration to the Chair.

Rita Rodin Johnston asked for clarification from the CEO on how remunerating the Chair factors into the FY10 budget, as there are overages in the budget, including in the amounts budgeted for reviews called for within the Affirmation of Commitments.

The CEO noted that the Chairman piece is not significant relative to the overall budget and could be worked in. The CEO also noted that the Affirmation reviews will be far outside of budget, as there was US$400,000 budgeted in total, and the Accountability and Transparency Review team already spent approximately US$600,000, without the activities of the two review groups convening in December.

Rita thanked the CEO for his response, and noted that this question was raised in the public comment and she wanted to make sure that this point was addressed.

Jonne Soininen commented that the optics of the public comment forum closing an hour before the meeting where action is being taken can be bad, and requested a longer period between the comment period end and the Board meeting. Jonne noted that this wasn’t a large issue here because of the small number of comments received, but in terms of optics, could be addressed.

Dennis noted his agreement with Jonne, and that if there were a lot of comments, they couldn’t be digested on the fly. Here, because of the small number of comments, they can be folded into the Board’s consideration.

Rita Rodin Johnston then moved, and Mike Silber seconded the following resolution:

Whereas, the Board has determined that it is appropriate to consider reasonable compensation for the Chair of the Board of ICANN.

Whereas, in order for the Board to approve any level of compensation for the Board Chair the Bylaws must be revised.

Whereas, at the Board’s direction, the proposed Bylaws revisions providing for compensation for the Board Chair were posted for public comment for 30 days.

Whereas, in authorizing the consideration of Board Chair compensation and the posting of proposed Bylaws revisions, the Board followed all requirements to ensure that t he Compensation Committee and the Board followed the process set forth in the United States Treasury Regulation intended to enable the Board to establish the presumption that the compensation to be paid to the Board Chair is reasonable (see http://www.icann.org/en/minutes/resolutions-25jun10-en.htm#7).

Whereas, the Board has confirmed that it has continued to follow all steps necessary to enable the Board to establish the presumption that the compensation to be paid to the Board Chair is reasonable for federal income tax purposes.

Whereas, the Board has considered the public comments, as well as all other information received, including the independent analysis from Towers Watson on reasonable compensation for the Board Chair.

RESOLVED (2010.08.05.17), the proposed revisions to ICANN’s Bylaws, Article VI, section 22, are hereby adopted and staff is directed to update the ICANN Bylaws accordingly.

RESOLVED (2010.08.05.18), the Board approves compensation for the Board Chair in the amount of $75,000 per year, to paid out on a pro-rata basis beginning as of 12:01 a.m. on 6 August 2010 as calculated at ICANN’s headquarters in Marina del Rey, California.

Eleven Board members voted in favor of the resolutions. Rod Beckstrom, Steve Crocker and Peter Dengate Thrush abstained from voting on the resolutions. Rajasekhar Ramaraj was not available to vote on the resolutions. The resolutions carried.

Rod Beckstrom offered the following statement in support of his abstention: “The Chairman of the Board is also Chairman of the Compensation Committee which determines my bonus, and so I perceive a potential conflict of interest.”

The Chair resumed the leadership of the meeting.

6. International Dimension of ICANN

The Chair introduced his proposal to form a committee to look at aspects of the internationalization of ICANN. Through Board conversations, there has been general agreement on a need for a high-level Board committee, operating at the strategic level, to be commenting on a number of aspects of ICANN going forward, including ICANN’s place in the international community in terms of relationships. Another aspect is the internationalization of ICANN in terms of the services delivered around the world and responding to the global community. The proposed charter is drafted to addressed these needs..

Mike Silber inquired of Dennis Jennings, in his role as Chair of the Board Governance Committee (BGC), how the introduction of a new committee would impact the BGC’s structure so that Board members and liaisons should not formally participate in more than two committees at a time.

Dennis responded that the BGC works to a guideline to minimize the size of committees and the number of committees that Board members serve on, and already some members serve on more than two committees. It’s not a hard and fast rule, but one of working to a reasonable balance.

Rita Rodin Johnston commented that this is something the Board has needed to do for a long time. However, there seem to be approximately five different purposes for the committee, and a separate committee could address each one of those purposes. For example, developing strategies for engagement in strategic relationships is complex, as are plans to internationalize ICANN, and they are both important items that should happen simultaneously. Rita inquired if more than one committee should be started, and if not, for clarity on how this broad mandate could be handled by a single committee.

The Chair noted he struggled with that issue, and what will likely occur are subcommittees, which may diverge in the future.

Rita commented that due to the import of these issues, everyone on the Board should be on one of the subcommittees to assure that everyone is robustly participating.

Jean-Jacques Subrenat thanked the Chair for the initiative to draft the proposed charter. Jean-Jacques noted that the overall work in this area has to be holistic, and have to include an analysis of relationships existing today and what they should look like in the future. Such a holistic approach is need prior to setting up subcommittees, as subcommittees do not have the full view of issues.

Steve Crocker supported Jean-Jacques’ statement, and confirmed that the holistic approach is essential. Steve also noted the import of setting up metrics and actions to measure progress at addressing the true issues. Before work is done on the more easily measurable items such as increasing the number of non-U.S. employees, the larger problems must be identified.

Harald Alvestrand supported Steve’s statement about first figuring out the problems to be solved. Harald also supported the idea that a small committee is the right place for this work to be started.

The CEO noted his concern about the load place on staff with such a large Board and such a large number of active committees and working groups. The resource constraints were echoed in the Board reviews. At this time, with the Affirmation of Commitments reviews underway and soon to be initiated, which have taken a real and appropriate tax on ICANN’s resources, along with DNSSEC roll out, other technical challenges, and the continuing work on New gTLDs, Rod noted his concern that staff is already stretched to the limit on Board and committee support. If this committee will go forward, Rod requested that the Board rationalize the work of other committees and reevaluate those roles, to try to balance the large demand. Given the broadening of the range of activities of the organization, without the financial resources and staffing to scale of those continued increases in budgeted activities, Rod requested the Board take this issue under consideration.

Ray Plzak noted that Rod’s concerns will always be concerns, and that the proposed committee work is very important to the Board and has to be taken care of. Along with the holistic approach, the Board has to set measures that will quantitatively do what the Board thinks needs to be done and come up with qualitative measures as well. This has to be done, even in the face of resource requirement issues.

The Chair then moved and Jean-Jaques Subrenat seconded the following resolution:

RESOLVED (2010.08.05.19), the Board confirms the establishment of a Board Global Relationships Committee and adopts the proposed Global Relationships Committee Charter. The Board Governance Committee shall provide recommendations for the composition of the Global Relationships Committee.

All Board members present unanimously approved this resolution. Rajasekhar Ramaraj was not available to vote on this resolution.

Jonne Soininen requested that there be coordination of ICANN attendees prior to attendance at the Internet Governance Forum in Vilnius.

The Chair confirmed that there would be such coordination.

The CEO then inquired about staff recommendation for proceeding with exploratory discussions towards more formal relationships with international organizations.

The Chair noted that exploratory discussions made without any commitment or expectations of eventual outcomes could be appropriate, but anything further would be in the purview of the new committee.

The CEO offered to have a call with the Chair and Jean-Jaques in order to form some initial parameters for exploratory discussions. Jonne Soininen also volunteered to participate.

7. Approval of RSEPRequest for Phased Allocation Program in .JOBS

The Chair opened discussion on this topic, and requested clarification on why this item was not included on the consent agenda.

John Jeffrey stated that staff assessed that the level of comments on the proposal would require some discussion.

George Sadowsky explained that he has a problem with the proposal. George noted that the original dot jobs application was put in by Employ Media for employers only, as a sponsored TLD, and the sponsoring community did not include anyone running a job board, such as monster.com. George noted that Employ Media now wants to create categories that would compete with job boards like monster.com, and those operators are now complaining. George commented that though duplicate letters were received, the contents of the letters may be correct and have some validity, namely that Employ Media is essentially stating “we want to enlarge our services but we don’t want to consult a new sponsored community because that sponsored community is larger.” George noted his belief that approving the proposed resolution is against ICANN policies, and that the Board should consider the bounds of the previous Board determination to approve the Employ Media application on the basis of the sponsored community at the time of the approval. Employ Media is trying to go beyond that barrier without consulting a new sponsored community.

Kurt Pritz explained the approach that was taken when Employ Media approached ICANN with this request. Kurt noted that ICANN pointed to the policy-making authority that the sponsored TLD has in the Registry Agreement – here by the Society of Human Resource Managers (SHRM). The proposal was put in front of the policy making body of SHRM, and was approved by a vote of 7-1. Kurt reported that the design has been for ICANN to delegate certain policy-making authority to the sponsoring organization and not to get between the sponsoring organization and the sTLD with regard to if the actions of the policy-making body are appropriate or not. Kurt reported that staff read carefully the comments made by the firms opposed to the amendment, as well as those in support of the amendment, and the staff recommendation supports the sTLD model. Employ Media worked to win the approval of SHRM after ICANN staff noted that such an amendment would require the approval of the policy-making body.

The Chair reiterated what he understood George’s question to raise, which is separate from Kurt’s answer that Employ Media consulted with their policy making body, and ICANN delegates responsibilities to the TLD in that realm. The Chair asked if Employ Media is unfairly changing the overall bargain that led to the creation of the sTLD.

Kurt responded that there was not a change to the charter, but a change to the names that can be registered. The community is the community of human resource managers, and at least one of the vocal complainers is a SHRM member. Employ Media appears to have follow the process required in the registry agreement, and they changed the name registration policy. Kurt noted that this is a change to the terms of the original registry agreement, which is why the proposed amendment was put up for public comment.

George noted that he was not satisfied with Kurt’s explanation, because Employ Media is doing more than what Kurt identified. George stated that the amendment is changing the nature of the sponsored community that would have to go along with the change being proposed. The original sponsored community did not include any competing job bulleting boards or search engines, and so those entities were not included. George noted he does not believe that the job boards/search engines were even asked if they were part of the initial community. Now, the inclusion of new second-level domain names with geographic or profession listing, Employ Media is moving from second-level domains that are only associated with individual employers to creating a taxonomy that takes the registry to a position of posing no competition to being in total competition with other groups. While this may be economically advantageous to the registry, George commented, he sees it as a breaking of the contract, and ICANN is not following is previous position on approving the .JOBS registry agreement on the basis of a limited sponsored community.

Dennis Jennings commented that he interpreted the phrase “Employ Media and SHRM intend to retain the requirement that the .JOBS registrant submit a qualification document verifying that they are an employer organization.” to mean that the original charter was not being broken, and requested clarification.

Kurt replied that the universe of registrants is unchanged; it’s still the hiring managers and the entities that employ people. It’s the name registration policy that’s changed. Kurt noted that as with all Registry Service Evaluation Process requests, this request went through a review for competition issues, and none were found. Since the time of the review, there have been comments suggesting that this might be a competition issues, and that sort of issue can be reviewed. However, Kurt noted, that if a policy making body wants to implement a change in the registry policy, how is that to be effectuated. The process here was to go through the policy-making body. If that’s not the right answer, we have to be able to tell the registries the process by which they can make changes.

Harald Alvestrand asked for clarification on who will be operating the regional and occupational registrations.

Kurt responded that the names will be released through a phased allocation process similar to processes approved for other registries. The registry will first accept proposals for certain names, and if there’s no request for proposal, there will be list of names auctioned, and then names will be available on a first come-first served basis.

Bruce Tonkin spoke in favor of the motion. Bruce stated that we have to allow TLD operators to evolve based on their user requirements. Bruce noted that the sponsorship organization appears to have gone through an internal process and voted to change the name allocation rules. This doesn’t change the charter, only the range of names they allow to be registered. In terms of competition, there’s nothing wrong with competition itself, the review is for unfair competition, or antitrust-type issues.

Katim Touray asked if staff explanation regarding how the phased allocation plan is consistent with other approved registry mechanism would be helpful.

The Chair noted that this was a true statement, and the Board could move on. The Chair invited George to make further comment.

George noted that he planned to vote no on the basis that the decision is inconsistent with ICANN policy with respect to sponsored domains.

Bruce Tonkin moved, and Rita Rodin Johnston seconded the following resolution:

Whereas, Employ Media submitted a request pursuant to ICANN’s Registry Services Evaluation Policy to amend Appendix S of the .JOBS Registry Agreement permit the registration and allocation of .jobs domain names through a phased allocation process.

Whereas, the proposal was submitted to ICANN following the policy development process defined in its delegated authority in Appendix S as a sponsored TLD, with the endorsement of the sponsoring organization for .JOBS, the Society for Human Resource Management. The proposal is also consistent with other approvals to permit the registration and allocation of certain types of domain names via phased allocation mechanisms.

Whereas, ICANN has evaluated the proposed amendment to the Appendix S of the .JOBS Registry Agreement as a new registry service pursuant to the Registry Services Evaluation Policy and has posted amendments for public comment and Board approval (http://www.icann.org/registries/rsep/).

RESOLVED (2010.08.05.20), the .JOBS amendment is approved, and the President and General Counsel are authorized to take such actions as appropriate to implement the amendments.

Eleven Board members voted in favor of the resolution. George Sadowsky was opposed to the resolution, and Mike Silber and Ray Plzak abstained from voting on the resolution. Rajasekhar Ramaraj was not available to vote on the resolution. The resolution carried.

Mike Silber offered the following statement in support of his abstention: “ I have no principle objection to policy development in the sponsored gTLDs, however the proposed extension purports to extend one element of the Charter - namely the names that can be registered - but not the pool of registrants. I do not believe that this has been sufficiently explored for me to support the resolution and yet have no objective indicator of potential negative impact to oppose it. As such, I am compelled to abstain.”

8. Update on New gTLD program

Kurt Pritz provided an update to the Board on the New gTLD program, including alternate scenarios for launch dates. Kurt clarified that as some public comment forums relating to the Draft Applicant Guidebook, Version IV remained open, staff was not requesting for the Board to close on any New gTLD issues at this meeting. Kurt noted the assumption is that the public comment will be summarized in time for remaining issues to be resolved at the Board’s September retreat, and then a plan would be presented to the Board for updating the guidebook. A proposed final version would be presented in time for consideration in Cartagena, and after that, the required four-month communication plan would be initiated. Kurt noted that the communication plan would not be initiated prior to the guidebook being approved.

If the Board determined that full public comment on the proposed final version of the Applicant Guidebook, the version would be published in sufficient time to close just prior to the Board meeting in Cartagena. After summary and analysis, a final version of the Applicant Guidebook would be presented in January for approval at the February 2011 meeting of the Board. Under this scenario, the Guidebook posted in advance of Cartagena would be Version V of the Draft Applicant Guidebook.

Kurt also outlined a third scenario, where the public comment is narrowly tailored to address a few issues, and then the Board could take that comment into account in Cartagena and take action at that meeting or shortly thereafter without an exhaustive analysis an reformulation of the Guidebook.

The Chair noted his preference for the third option, seeking limited public comment, on the basis that the issues have been under continued refinement through the years of public comment on prior versions. The Chair echoed concerns to avoid a Version V of the Draft Applicant Guidebook.

Rita Rodin Johnston noted her agreement with the Chair, and further commented that if the Board is going to be posed with the options to choose between two community-vetted solutions for inclusion in the final Guidebook, then further comment may not be necessary regarding those points. In that event, no comment period may be necessary.

Kurt confirmed that in most cases, the Board will be presented with items where the community has reached consensus through the ongoing consultations, and in that case, public comment may not be necessary. The staff suggestion for a limited comment period to allow for some avenue for comment that may otherwise be directed at individual Board members.

Rita inquired as to whether that was a sufficient basis for a comment period, as opposed to providing the solid justification as to why no comment period is necessary.

Heather Dryden provided an update to the Board on the GAC’s timing. The GAC is working to generate advise on Version IV of the Draft Applicant Guidebook as soon as possible. There has been some initial advice presented on morality and public order, and a letter was sent on that the day before. The GAC advice on the remainder of the issues may not be available until September just prior to the Board retreat. In addition, the work of the cross-constituency group on morality and public order may not have generated something final prior to the September retreat. Heather noted that the GAC is still waiting for Board response to GAC advice on Version III of the Draft Applicant Guidebook, which the GAC is planning to use in formulating advice on Version IV.

The Chair confirmed that the Board response on Version III should be arriving to heather shortly.

Kurt confirmed that the Board did not need to decide on the timeline today.

Katim Touray inquired on the status of work of the joint working group to advise on the issue of support for people from developing countries.

Kurt noted that the working team appears to be on time for delivering a report by the September retreat.

9. ICM Registry Application for .XXX sTLD

John Jeffrey noted that as the consideration of the ICM Application is proceeding along an agreed-upon process, the proposed resolution shows the Board’s continuing oversight of this issue. Staff is asking for authorization to post the proposed Registry Agreement and return to the Board with summary and analysis, and a recommendation for the Board’s consideration.

The Chair then moved, and Dennis Jennings seconded the following resolution:

Whereas, ICANN’s General Counsel has completed the expedited due diligence regarding ICM Registry, as directed by the Board, and has concluded that ICM has represented that its Application for the .XXX sTLD is still current and that there have been no negative changes in ICM’s qualifications.

Whereas, ICANN Staff is in consultation with ICM on a new proposed registry agreement for the .XXX sTLD and expects to receive a finalized proposal from ICM.

RESOLVED (2010.08.05.21), upon receipt of ICM’s application documentation, ICANN Staff is authorized to post ICM’s supporting documents and proposed registry agreement for the .XXX sTLD for public comment for a period of no less than 30 days. 

RESOLVED (2010.08.05.22), upon completion of public comment period, ICANN Staff shall provide the Board with a summary of the public comments and shall make a recommendation to the Board as to whether the proposed registry agreement for the .XXX sTLD is consistent with GAC advice. 

RESOLVED (2010.08.05.23), once the Board has received the above public comment summary and recommendation from the ICANN Staff regarding the proposed registry agreement for the .XXX sTLD, the Board shall at its next possible meeting, consider this recommendation, and determine, consistent with the ICANN Bylaws, whether a GAC consultation shall be required.

All Board members in attendance unanimously approved of this resolution. Rajasekhar Ramaraj was not available to vote on this resolution.

10. Data & Consumer Protection

Dennis Jennings introduced a proposal form a working group regarding the status of data and consumer protection in Registry Agreement, as the Board does not appear to have a clear view on this matter and cannot provide input into GNSO processes.

The Chair inquired as whether this needed a working group, as opposed to a call for staff work on this issue. However, if there’s interest and this could add something valuable, the Chair noted he would not get in the way.

Bruce Tonkin noted that Dennis’s suggestion sounded much like a call for an Issues Report under the GNSO processes. This may be reasonable to request, but an Issues Report is typically a formal document.

John Jeffrey noted that on the staff side, staff is not clear on what the scope of the request for a GNSO policy on this would be, and that scoping appeared to be the purpose of the group – to get a few Board members interested in moving this forward on a policy level together to help explore where a policy process might be appropriate. Having a group of Board members discuss this issue could show where there’s a consensus of the Board to move a policy process forward and for what purpose.

The Chair confirmed that one of the questions for the working group should be whether the Board calls for an issues Report.

Dennis confirmed that this working group could report by the Board retreat in September.

The Chair moved and Dennis Jennings seconded the following resolution:

Whereas, the use of registry data has been a topic of consideration, particularly as the subject relates to the registrant protection issues.

Whereas, given the import of the topic, further discussion is warranted.

RESOLVED (2010.08.05.24), the Board will establish a working group to identify issues relating to the use of registry data and where registrant protection might be further explored or proposed policies might be introduced.

RESOLVED (2010.08.05.25), the Board asks the Board Governance Committee to assist in following the Process for Establishment of Board Working Groups for the formation of a Registry Data Working Group, including the selection of members and drafting of proposed terms of reference.

All Board members in attendance unanimously approved of this resolution. Rajasekhar Ramaraj was not available to vote on this resolution.

11. From the ASO – Ratification of Proposed Global Policy for Autonomous System Numbers

John Jeffrey provided an update on the process for Board consideration of the Proposed Global Policy, and confirmed the Board was aware that a public comment period was currently open on the Proposed Global Policy.

Dennis Jennings requested that the Board provide conditional approval to the Proposed Global Policy, and not leave this action for the Executive Committee without full Board approval.

Ray Plzak agreed with Dennis’ request, and noted that the conditions should be that the Executive Committee would review all public comments, and if there was nothing that was prejudicial raised during the comment period, the Executive Committee should approve the Proposed Global Policy.

Ray Plzak then moved and Dennis Jennings seconded the following resolution:

RESOLVED (2010.08.05.26), the Board acknowledges the receipt of the Proposed Global Policy for Autonomous System Numbers, which is currently posted for public comment.

RESOLVED (2010.08.05.27), after the close of the public comment period, the Board Executive Committee is directed to consider the Proposed Global Policy for Autonomous System Numbers within the timeframe mandated under the ICANN/NRO Memorandum of Understanding.

All Board members in attendance unanimously approved of this resolution. Rajasekhar Ramaraj was not available to vote on this resolution.

12. UDRP Status Briefing

The Chair noted his encouragement by what was written in the staff paper, and encouraged the work to be done.

John Jeffrey noted that staff could provide a report following on from a 90 day review period.

13. Any Other Business

Bruce Tonkin raised an issue regarding the cost of reviews under the Affirmation of Commitments, and making sure that ICANN is being transparent about these costs. Bruce suggested that an update be posted on the amount allocated out of the contingency for these reviews, or to at least make clear what the budget is for the Accountability and Transparency review.

The Chair noted that there appeared to be some breakdown in staff’s original budget estimate for the reviews, which is of the magnitude that the current review team is meeting, and the amount that ended up in the budget document, which is enough for only one of the reviews required.

Rita Rodin Johnston noted that that the method of presentation of the budget to the review team should be improved in the future, so as not to seem as if the team is given a blank check.

Domain Name System
Internationalized Domain Name ,IDN,"IDNs are domain names that include characters used in the local representation of languages that are not written with the twenty-six letters of the basic Latin alphabet ""a-z"". An IDN can contain Latin letters with diacritical marks, as required by many European languages, or may consist of characters from non-Latin scripts such as Arabic or Chinese. Many languages also use other types of digits than the European ""0-9"". The basic Latin alphabet together with the European-Arabic digits are, for the purpose of domain names, termed ""ASCII characters"" (ASCII = American Standard Code for Information Interchange). These are also included in the broader range of ""Unicode characters"" that provides the basis for IDNs. The ""hostname rule"" requires that all domain names of the type under consideration here are stored in the DNS using only the ASCII characters listed above, with the one further addition of the hyphen ""-"". The Unicode form of an IDN therefore requires special encoding before it is entered into the DNS. The following terminology is used when distinguishing between these forms: A domain name consists of a series of ""labels"" (separated by ""dots""). The ASCII form of an IDN label is termed an ""A-label"". All operations defined in the DNS protocol use A-labels exclusively. The Unicode form, which a user expects to be displayed, is termed a ""U-label"". The difference may be illustrated with the Hindi word for ""test"" — परीका — appearing here as a U-label would (in the Devanagari script). A special form of ""ASCII compatible encoding"" (abbreviated ACE) is applied to this to produce the corresponding A-label: xn--11b5bs1di. A domain name that only includes ASCII letters, digits, and hyphens is termed an ""LDH label"". Although the definitions of A-labels and LDH-labels overlap, a name consisting exclusively of LDH labels, such as""icann.org"" is not an IDN."