Minutes | Regular Meeting of the ICANN Board
A Regular Meeting of the ICANN Board of Directors was held on 21 June 2015 at 16:15 local time in Buenos Aires, Argentina.
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, Gonzalo Navarro, Ray Plzak, George Sadowsky, Mike Silber, Bruce Tonkin (Vice Chair) and Kuo-Wei Wu.
The following Directors sent their apologies: Wolfgang Kleinwächter, Bruno Lanvin, and Erika Mann.
The following Board Liaisons participated in all or part of the meeting: Ram Mohan (SSAC Liaison), Jonne Soininen (IETF Liaison), and Suzanne Woolf (RSSAC Liaison).
The following Board Liaisons sent their apologies: Thomas Schneider (GAC Liaison).
Secretary: John Jeffrey (General Counsel and Secretary).
The following ICANN Executives and Staff participated in all or part of the meeting: Susana Bennett (Chief Operating Officer), John Jeffrey (General Counsel and Secretary), Wendy Profit (Board Support Specialist), Ashwin Rangan (Chief Innovation and Information Officer), and Amy Stathos (Deputy General Counsel).
- Main Agenda:
Extension of Ombudsman Contract
Chris Disspain moved and Cherine Chalaby seconded the proposed resolution.
Chris introduced the agenda item. The Ombudsman's current contract term concludes on 27 July 2015. Under normal circumstances, the Board would either renew the contract for another term or, alternatively, open a call for expressions of interest for the position. However, given the ongoing community discussion on Enhancing ICANN Accountability, which includes consideration of modifications or enhancements to the Ombudsman's role and function, the Board Governance Committee (BGC) has recommended that the most efficient and sensible approach at this juncture is to extend the existing Ombudsman's contract for a 12-month period. Thereafter, the BGC recommends that a review of the requirements of the duties of the Ombudsman in light of the Enhancing ICANN Accountability work be undertaken as part of identifying the best candidate to serve as the ICANN Ombudsman in the future.
The Chair called for a vote, and the Board took the following action:
Whereas, the Ombudsman's current contract term concludes on 27 July 2015.
Whereas, the Board Governance Committee has recommended that the Board extend the current Ombudsman's term for another year, through 27 July 2016.
Whereas, the current Ombudsman has agreed to accept a one-year contract extension if it is offered.
Resolved (2015.06.21.01), the Board hereby directs the President and CEO, or his designee(s), to take all steps necessary to extend the current Ombudsman's contract for another year, which will extend the expiration date of his current contract from 27 July 2015 to 27 July 2016.
Resolved (2015.06.21.02), the Board hereby directs the President and CEO, or his designee(s), to begin preparing the search process for the next Ombudsman as soon as feasible, which takes into account possible changes to the role of ICANN's Ombudsman based on inputs from the ongoing community discussion on accountability, beginning with developing a position description to be shared with the community for input.
All members of the Board that were in attendance voted in favor of Resolutions 2015.06.21.01 and 2015.06.21.02. Wolfgang Kleinwächter, Bruno Lanvin, and Erika Mann were unavailable to vote on the Resolutions. The Resolutions carried.
Rationale for Resolutions 2015.06.21.01-2015.06.21.02
ICANN's Bylaws require ICANN to maintain an Office of the Ombudsman. See Article V of the Bylaws at http://www.icann.org/en/general/bylaws.htm#V. Having an ICANN Ombudsman positively affects the transparency and accountability of ICANN as the Ombudsman is one of the three main accountability mechanisms within ICANN. ICANN's current Ombudsman is familiar with and well versed in the complex issues now facing ICANN, including the New gTLD Program and other initiatives currently under way. The Ombudsman's caseload continues to increase over time, as both the nature of ICANN's activities and the breadth of the ICANN community expand.
The Ombudsman is currently an active participant in the ongoing community-based accountability discussions. Maintaining continuity in the Ombudsman's Office with the incumbent, particularly while the community is involved in discussing ICANN's accountability mechanisms, including the scope and breadth of the Ombudsman's office, is important to ICANN's current accountability profile. In addition, the scope of the Ombudsman's office is also meant to be reviewed in furtherance of one of the Board adopted recommendations contained within Recommendation 9 from the second Accountability and Transparency Review Team. Changing the Ombudsman before the work relating to the scope of the Ombudsman's office is completed may prove inefficient. That said, it is imperative to begin the search as soon as feasible for the next Ombudsman, taking into account possible changes to the role of ICANN's Ombudsman based on inputs from the ongoing community discussions on accountability, with a goal of appointing the next Ombudsman no later than the conclusion of the current Ombudsman's extended term. Such early preparation will help ensure that any transition that may take place to a new Ombudsman is a seamless as possible. The anticipated first step in this process is developing a position description to be shared with the community for input. In parallel, ICANN will begin identifying the best paths to take for seeking qualified candidates.
As there has been a budget for an ICANN Ombudsman since 2004 when the first Ombudsman was appointed this decision does not have a financial impact on ICANN the community or the public that was not already anticipated or included in the budget, outside of the anticipated potential costs of the search itself. This decision will not have any impact on the security, stability or resiliency of the domain name system.
This is an Organizational Administrative function that does not require public comment.
President & CEO Search Committee
George Sadowsky moved and Ray Plzak seconded the proposed resolution.
George introduced the agenda item. The Board is being asked to formally constitute a Board committee for the purpose of finding the replacement for the current President and CEO, who has announced his intent to step down from the position. The committee will be comprised of Board members, with George Sadowsky serving as the Chair of the committee, and the committee will be charged with coordinating the process for identifying a replacement. Once the work of the committee is complete, the full Board will be tasked with selecting the President and CEO's replacement.
Steve Crocker thanked George for his willingness to Chair the President and CEO Search Committee and thanked those who volunteered to be on the committee.
The Chair called for a vote, and the Board took the following action:
Whereas, Fadi Chehadé has announced that he intends to conclude his service as ICANN's President and CEO in March 2016 and the Board is tasked with selecting Mr. Chehadé's replacement.
Whereas, the Board has determined to establish a President and CEO Search Committee, and has identified the following Board members to serve as members of that Committee, all of whom have stated without reservation that they are not a candidate for the position of President and CEO, and will not accept such a position even if offered:
Rinalia Abdul Rahim
George Sadowsky (Chair)
Resolved (2015.06.21.03), the Board hereby approves the establishment of the President and CEO Search Committee, and approves the recommended membership and leadership of that Committee as identified above.
All members of the Board that were in attendance voted in favor of Resolution 2015.06.21.03. Wolfgang Kleinwächter, Bruno Lanvin, and Erika Mann were unavailable to vote on the Resolution. The Resolution carried.
Rationale for Resolution 2015.06.21.03
Fadi Chehadé has announced that he intends to conclude his service as ICANN's President and Chief Executive Officer (CEO) in March 2016. Accordingly, the Board is now tasked with selecting Mr. Chehadé's replacement. The establishment of a temporary Board Committee will allow the Board to more easily coordinate this process with regular reporting to the Board as a whole. It is important to begin this process now, to help ensure that there is timely succession of ICANN's President and CEO, which will assist the organization in maintaining its work in overseeing the security and the stability of the domain name system (DNS). The establishment of this temporary Board Committee will not have a financial impact on ICANN, although resources are likely to be required at later points throughout the search process. This action will not have a negative impact on the DNS.
Establishing the President and CEO Search Committee is an Organizational Administrative Function that does not require public comment.
The Chair then called the meeting to a close.
Published on 29 July 2015