Minutes | Special Meeting of the ICANN Board
A Special Meeting of the ICANN Board of Directors was held telephonically on 28 October 2014 at 19:00 UTC.
Steve Crocker, Chair, promptly called the meeting to order.
The following Directors participated in all or part of the meeting: Rinalia Abdul Rahim, Cherine Chalaby, Fadi Chehadé (President and CEO), Chris Disspain, Asha Hemrajani Markus Kummer, Wolfgang Kleinwächter, Bruno Lanvin, Erika Mann, Gonzalo Navarro, Ray Plzak, George Sadowsky, Mike Silber, and Bruce Tonkin (Vice Chair).
The following Directors sent their apologies: Kuo-Wei Wu.
The following Board Liaisons participated in all or part of the meeting:, Ram Mohan (SSAC Liaison), Thomas Schneider (GAC Liaison), Jonne Soininen (IETF Liaison), and Suzanne Woolf (RSSAC Liaison).
Secretary: John Jeffrey (General Counsel and Secretary)
- Main Agenda
Approval of Agreement with Australian Continuous Improvement Group Pty Ltd. for Secretariat Support to the GAC
Cherine Chalaby moved and the Chair seconded the proposed resolution.
Erika Mann requested information that the intermediary stance of ICANN in the contract was in conformance with applicable laws.
The General Counsel and Secretary confirmed that that the provisions of the agreement are consistent with known applicable laws, and that there are additional safeguards for ensuring that all Office of Foreign Asset Control requirements are met and that the Foreign Corrupt Practices Act is being complied with.
There was general discussion and questions regarding information on the role of the "GAC Secretariat Funding Organization", and was provided with clarification that for multiple reasons, it was preferable for the Governmental Advisory Committee (GAC) to have the agreement for secretariat support be through ICANN as opposed to the Funding Organization.
Thomas Schneider confirmed the GAC preference for this relationship.
The Chair called for the vote, and the Board took the following action:
Whereas, Australian Continuous Improvement Group Pty Ltd. (ACIG) is a consulting firm that has provided secretariat support to the GAC pursuant to temporary short-term interim agreements.
Whereas, the GAC, ACIG and ICANN desire to finalize a longer-term engagement.
Whereas, the temporary short-term agreements to date have not required Board approval; however, the longer-term engagement now under consideration would likely exceed the US$500,000.00 contracting and disbursement limits of the current Disbursement Policy and would therefore require Board approval.
Whereas, the GAC has secured the informal commitment of certain donor country GAC members to reimburse ICANN for any disbursements ICANN makes under the proposed agreement and the donor countries have established a not-for-profit association in Switzerland, the GAC Secretariat Funding Association, to provide the funding under this agreement.
Whereas, ICANN's acceptance of and reimbursement for these disbursements from the donor countries shall be subject to confirmation that such payments and reimbursements comply with requirements of the Office of Foreign Assets Control (OFAC), the Foreign Corrupt Practices Act (FCPA), and other applicable laws and regulations focused on compliance with anti-corruption and government imposed economic sanctions.
Resolved (2014.10.28.01), the Board authorizes the President and CEO, or his designee(s), to take all actions to enter into the required contracts with, and make all required disbursements to Australian Continuous Improvement Group Pty Ltd. (ACIG), under the following terms: the ACIG agreement shall provide for a one-year term, with ICANN having the right to extend the term of the agreement for an additional successive one-year term, and a second successive term to expire at or around 31 July 2017, upon at least 90-days written notice prior to the expiration of the then current term, with total disbursements during any one-year period not to exceed US$900,000.
All Board members in attendance voted in favor of Resolution 2014.10.28.01. Kuo-Wei Wu was unavailable to vote. The Resolution carried.
Rationale for Resolution 2014.10.28.01
Secretariat support services for GAC activities are important to ensure that the GAC is able to fulfill its role of providing advice to ICANN on issues of public policy, and especially where there may be an interaction between ICANN's activities or policies and national laws or international agreements. The GAC and its Chair and Vice Chairs require considerable secretariat support in connection with their activities in support of ICANN. To date such support has been provided pursuant to temporary short-term interim agreements with Australian Continuous Improvement Group Pty Ltd. (ACIG).
The GAC and ICANN wish to provide for longer-term secretariat support for the GAC.
Because the GAC is not a legal entity with an established budget, a mechanism needs to be established for engaging a consulting group to provide such services to the GAC. ICANN's Disbursement Policy limits ICANN officers from contracting for or disbursing more than US $500,000.00 per obligation. Fees payable to ACIG could exceed the contracting and disbursement limits of the Disbursement Policy.
Accordingly, to ensure that the GAC receives secretariat support services, the Board is therefore authorizing the President and CEO to enter into all required contracts and make all required disbursements, with ACIG, with the understanding that disbursements under the proposed contracts are anticipated to be reimbursed by one or more donor countries. The GAC has secured the informal commitment of certain donor country GAC members to reimburse ICANN for any disbursements ICANN makes under the proposed agreement and the donor countries have established a not-for-profit association in Switzerland, the GAC Secretariat Funding Association, to provide the funding under this agreement. Because that Funding Association is not otherwise staffed nor has the ability to monitor the performance of the Secretariat, it is not feasible for the ACIG to be directly engaged through there. The Board's action will have a positive impact on the community because it supports the important role that the GAC plays in providing advice to ICANN on issues of public policy.
Although ICANN did not follow its usual Procurement Guidelines or issue RFQs or RFPs in connection with this engagement, the GAC prepared a request for proposals and selected the vendor in a competitive bidding process and finds the proposed contract to be a viable, cost-effective solution. The process for selection of this vendor does not call for public consultation, as the GAC's assessment of the suitability of the vendor is the primary consideration.
If the donor countries reimburse ICANN in full for all expenditures under the agreement, there will be no financial impact on ICANN to enter into the agreement. If the donor countries fail to reimburse ICANN in full for all expenditures, ICANN could be responsible for payment of as much as US$900,000 per year under the agreement, but financial exposure and risk is mitigated by ICANN's having the right to terminate the agreement on ten days notice if termination is necessary to ICANN's overall business needs.
There is no impact on the security or the stability of the DNS due to the engagement of ACIG to provide GAC secretariat support.
This is an Organizational Administrative function that does not require public comment.
ICANN52 Meeting Location – Move the February 2015 Meeting to an Alternate Location
The President and CEO introduced the discussion regarding a potential moving of the February 2015 meeting location for ICANN52 to an alternate location, noting that there was a 31 October 2014 deadline for contracting with the alternative location. The President and CEO noted the choices for Board consideration were to keep the meeting in Marrakech, or to move the full February 2015 meeting to an alternative location for which there is a limited window of opportunity (while postponing a meeting in Marrakech). He also noted that he'd had conversations with some leaders from the African community, and that if a decision was taken to move the February 2015 meeting, it should be taken as a postponement of a meeting in Morocco to a later time.
The Board engaged in an intense conversation on the topic, with some Board members noting their personal preference that the meeting proceed in Marrakech as scheduled, given that it is difficult to know what the situation will be in Marrakech in February. However, even with a personal preference to keep the meeting location, there are risks to proceeding with that decision that may require the meeting to be postponed.
The Board then took the following action:
Whereas, on 26 June 2014 the Board previously designated Marrakech, Morocco as the February 2015 location for ICANN's 52nd Public Meeting.
Whereas, ICANN is committed to holding three public meetings in 2015.
Whereas, unforeseen circumstances, including increasing community concern, lead ICANN to postpone Marrakech as a host location for an ICANN Public Meeting until 2016, and identify an alternative location for ICANN52 (for 8-12 February 2015) as quickly as possible.
Whereas, ICANN has a limited opportunity to secure the required facilities sufficient to host an ICANN Public Meeting in an alternative location for the previously announced dates.
Resolved (2014.10.28.02), the Board approves the postponement of hosting an ICANN public meeting in Marrakech, Morocco until 2016 and authorizes the President and CEO, or his designee(s), to take all actions necessary to confirm the postponement.
Resolved (2014.10.28.03), the Board approves the identification of an alternative location for ICANN52 from 8-12 February 2015, and authorizes the President and CEO, or his designee(s), to take all actions necessary to hold the ICANN52 Meeting in an alternative location.
Resolved (2014.10.28.04), the Board authorizes the President and CEO, or his designee(s), to engage in and facilitate all necessary contracting and disbursements for the alternative Meeting venue for ICANN52 Public Meeting, from 8-12 February 2015 in an amount not to exceed US$2 million.
Resolved (2014.10.28.05), the Board authorizes the President and CEO, or his designee(s), to use the Reserve Fund for additional costs associated with an alternative location for the Meeting, in an amount not to exceed US$1.0 million.
Resolved (2014.10.28.06), the Board directs the President and CEO to continue to assess the circumstances, including travel restrictions, relating to the alternative location for ICANN 52, and periodically advise the Board.
Resolved (2014.10.28.07), specific items within this resolution and rationale shall remain confidential pursuant to Article III, section 5.2 of the ICANN Bylaws until the President and CEO determines that the confidential information may be released, as soon as reasonably possible.
Twelve Board members voted in favor of Resolutions 2014.10.28.02, 2014.10.28.03, 2014.10.28.04, 2014.10.28.05, 2014.10.28.06 and 2014.10.28.07. Gonzalo Navarro and Mike Silber were opposed to the Resolutions. Markus Kummer abstained from voting on the resolutions. Kuo-Wei Wu was unavailable to vote. The Resolutions carried.
Rationale for Resolutions 2014.10.28.02 – 2014.10.28.07
As part of ICANN's public meeting schedule, three times a year ICANN hosts a meeting in a different geographic region (as defined in the ICANN Bylaws) of the world. Holding three ICANN meetings in 2015 is fundamental for the ICANN community to complete its work, particularly as the community works to develop proposals relating to the IANA Stewardship Transition and improvements to accountability mechanisms, as well as the substantial policy-related work underway across the ICANN community.
ICANN initially identified Marrakech, Morocco as the meeting location for the February 2015 ICANN meeting. Due to recent circumstances and community concerns, there appears to be a high likelihood that there will be a curtailment of transportation facilities that could prevent a significant portion of the anticipated community and staff members from being able to attend in person.
The risk that many ICANN participants may not be in attendance puts the work of the organization in jeopardy at a critical time. Similarly, hosting a meeting in the African region with significant groups of Africans likely not able to attend negates the rationale behind ICANN's regional rotation of meetings.
By postponing the meeting now to address community concerns, ICANN has the option of finding an alternative location for the February 2015 meeting, and selecting another date to hold the meeting in Morocco.
ICANN conducted a thorough worldwide search of all available and suitable venues. Our analysis of venues to meet our requirements for a full meeting confirms that our options for a February 2015 now are limited to one alternative location. Contract negotiations are close to finalized and must be executed, with Board approval, by 31 October 2014. If the alternative location is not selected now, ICANN will not be able to identify any further alternatives for holding a full meeting in February 2015.
Moving the February 2015 ICANN Meeting as-is to an alternate location makes it more likely that we will have key contributors and a balanced critical mass of community members available to discuss, among other things, the IANA Stewardship Coordination Group (ICG) report together using the consensus process.
The Board thanks the local host for the Marrakech meeting for the extensive work that has already been done on preparing for the meeting, and for its indication that it will accept a postponement of the 8-12 February 2015 meeting. The Board affirms that ICANN is expected to host a meeting in Marrakech in 2016 and has expressed to the President and CEO that it is imperative to identify a specific date for the 2016 ICANN meeting in Marrakech as soon as possible. This decision is not taken lightly, and was reached only after substantial discussion and debate.
ICANN will continue to monitor the evolution of circumstances including travel restrictions and to consider the continuing feasibility of hosting ICANN52 in an alternative location in February 2015. A contingency plan is also being developed to allow a distributed meeting based on remote hubs, should travel restrictions prevent a significant portion of the global community from attending a meeting in one location.
The change to the meeting location likely will result in some financial losses to ICANN, though acting at this time (as opposed to closer to the meeting date) reduces the potential losses.
There is no potential impact to the security, stability, or resiliency of the DNS.
This is an Organizational Administrative Function that does not require public comment.
The Chair noted the Board's wish to review the final wording of the Resolutions prior to publication, as well as making sure the communications surrounding the postponement are aligned with the basis of the Board's decision. The Chair thanked the Board and the management for the constructive conversation on a difficult topic.
The Chair called the meeting to a close.
Published on 18 November 2014