Minutes | Special Meeting of the ICANN Board
A Special Meeting of the ICANN Board of Directors was held telephonically on 2 December 2015 at 14:00 UTC.
Steve Crocker, Chair, promptly called the meeting to order.
In addition to the Chair, the following Directors participated in all or part of the meeting: Rinalia Abdul Rahim, Cherine Chalaby (Vice Chair), Fadi Chehadé (President and CEO), Ron da Silva, Chris Disspain, Asha Hemrajani, Rafael Lito Ibarra, Erika Mann, George Sadowsky, Mike Silber, Bruce Tonkin, and Lousewies van der Laan.
The following Board Liaisons participated in all or part of the meeting: Ram Mohan (SSAC Liaison), and Suzanne Woolf (RSSAC Liaison).
The following Directors sent their apologies: Markus Kummer, Bruno Lanvin, and Kuo-Wei Wu.
The following Board Liaisons sent their apologies: Thomas Schneider (GAC Liaison) and Jonne Soininen (IETF Liaison).
Secretary: John Jeffrey (General Counsel and Secretary).
The following ICANN Executives and Staff participated in all or part of the meeting: Akram Atallah (President, Global Domains Division); Susana Bennett (Chief Operating Officer); Megan Bishop (Board Operations Coordinator); Michelle Bright (Board Operations Content Manager); Xavier Calvez (Chief Financial Officer); Allen Grogan (Chief Contract Compliance Officer); Tarek Kamel (Sr. Advisor to the President – Gov. Engagement); Melissa King (VP, Board Operations); Vinciane Koenigsfeld (Board Operations Content Manager); Elizabeth Le (Senior Counsel); Erika Randall (Senior Counsel); Ashwin Rangan (Chief Innovation And Information Officer); Amy Stathos (Deputy General Counsel); and Theresa Swinehart (Sr. Advisor to the President on Strategy).
These are the Minutes of the Special Meeting of the ICANN Board, which took place on 2 December 2015.
- Thank you from the Security and Stability Advisory Committee (SSAC) to Departing Members
- SSAC Member Reappointments
- Appointment of A/J-, F-I-, L-Root Server Operator Representatives to the RSSAC
- Geographic Regions Review Working Group Final Report Submission
- Main Agenda:
The Chair introduced the items on the Consent Agenda and the Board took the following action by acclamation:
Resolved, the following resolutions in this Consent Agenda are approved:
Thank you from the Security and Stability Advisory Committee (SSAC) to Departing Members
Whereas, on 17 May 2002 the ICANN Board approved the appointment of Alain Aina and Rick Wesson to the SSAC.
Whereas, on 26 June 2009 the ICANN Board approved the appointments of Roy Arends and Doug Maughan to the SSAC.
Whereas, on 5 August 2010 Alain Aina, Doug Maughan, and Rick Wesson were reappointed to terms beginning 1 January 2011 and ending on 31 December 2012 and Roy Arends, to a term ending 31 December 2013.
Whereas, on 03 October 2012 the ICANN Board approved the appointment of Narayan Gangalaramsamy to the SSAC.
Whereas, on 20 December 2012 the ICANN Board reappointed Alain Aina, Doug Maughan, and Rick Wesson to the SSAC, with terms ending on 31 December 2015.
Whereas, on 21 November 2013 the ICANN Board reappointed Roy Arends to a 3-year term beginning 1 January 2014 and ending 31 December 2016.
Whereas, on 14 July 2015 Roy Arends joined ICANN as an employee, and resigned from the SSAC.
Resolved (2015.12.02.01), that Alain Aina, Roy Arends, Narayan Gangalaramsamy, Doug Maughan and Rick Wesson have earned the deep appreciation of the Board for their service to ICANN by their membership on the Security and Stability Advisory Committee, and that the Board wishes them well in all future endeavors.
Rationale for Resolution 2015.12.02.01
It is the practice of the SSAC to seek Board recognition of the service of Committee members upon their departure.
SSAC Member Reappointments
Whereas, Article XI, Section 2, Subsection 2 of the Bylaws governs the Security and Stability Advisory Committee (SSAC).
Whereas, the Board, at Resolution 2010.08.05.07 approved Bylaws revisions that create three-year terms for SSAC members, require staggering of terms, and obligate the SSAC chair to recommend the reappointment of all current SSAC members to full or partial terms to implement the Bylaws revisions.
Whereas, the Board, at Resolution 2010.08.05.08 appointed SSAC members to terms of one, two, and three years beginning on 1 January 2011 and ending on 31 December 2011, 31 December 2012, and 31 December 2013.
Whereas, in June 2015 the SSAC Membership Committee initiated an annual review of SSAC members whose terms are ending 31 December 2015 and submitted to the SSAC its recommendations for reappointments.
Whereas, on 16 September 2015, the SSAC members approved the reappointments.
Whereas, the SSAC recommends that the Board reappoint the following SSAC members to three-year terms: Jaap Akkerhuis, Patrik Fältström, Ondrej Filip, Jim Galvin, Robert Guerra, Julie Hammer, Ram Mohan, Doron Shikmoni, and Suzanne Woolf.
Resolved (2015.12.02.02) the Board accepts the recommendation of the SSAC and reappoints the following SSAC members to three-year terms beginning 1 January 2016 and ending 31 December 2018: Jaap Akkerhuis, Patrik Fältström, Ondrej Filip, Jim Galvin, Robert Guerra, Julie Hammer, Ram Mohan, Doron Shikmoni, and Suzanne Woolf.
Rationale for Resolution 2015.12.02.02
The SSAC is a diverse group of individuals whose expertise in specific subject matters enables the SSAC to fulfill its charter and execute its mission. Since its inception, the SSAC has invited individuals with deep knowledge and experience in technical and security areas that are critical to the security and stability of the Internet's naming and address allocation systems. The above-mentioned individuals provide the SSAC with the expertise and experience required for the Committee to fulfill its charter and execute its mission.
Appointment of A/J-, F-I-, L-Root Server Operator Representatives to the RSSAC
Whereas, the ICANN Bylaws call for the establishment of a Root Server System Advisory Committee (RSSAC) with the role to advise the ICANN community and Board on matters relating to the operation, administration, security, and integrity of the Internet's Root Server System.
Whereas, the ICANN Bylaws call for Board of Directors appointment of RSSAC members based on recommendations from the RSSAC Co-Chairs.
Whereas, the RSSAC Co-Chairs recommended for Board of Directors consideration the appointments of representatives from the A/J-, F-, I-, and L-root server operators to the RSSAC.
Resolved (2015.12.02.03), the Board of Directors appoints the representatives from the A/J-, F-, I-, and L-root server operators, Brad Verd, Jim Martin, Lars-Johan Liman, and John Crain, respectively, through 31 December 2018.
Rationale for Resolution 2015.12.02.03
In May 2013, the root server operators (RSO) agreed to an initial membership of RSO representatives for RSSAC, and each RSO nominated an individual. The Board of Directors approved the initial membership of RSSAC in July 2013 with staggered terms.
The representatives from the A/J-, F-, I-, and L-root server operators were appointed to an initial two-year term, which expires on 31 December 2015. Their re-appointment is for a full, three-year term.
The appointment of these RSSAC members is not anticipated to have any fiscal impact on ICANN, though there are budgeted resources necessary for ongoing support of the RSSAC.
This resolution is an organizational administrative function for which no public comment is required. The appointment of RSSAC members contributes to ICANN's commitment to strengthening the security, stability, and resiliency of the DNS.
Geographic Regions Review Working Group Final Report Submission
Whereas, the cross-community Geographic Regions Review Working Group has produced its Final Report in which it proposes a series of recommendations regarding the ongoing application of the organization's geographic regions framework.
Whereas, the ICANN Board is interested in further community reaction to those recommendations.
Whereas, the Working Group has recommended that the Board direct staff to manage a public comment period of at least 120 days to give the community an opportunity to thoroughly review the proposals and provide any additional comments on its recommendations.
Resolved (2015.12.02.04), that the Board directs the President and CEO, or his designee(s), to initiate and manage a public comment period of at least 120 days on the Geographic Regions Review Working Group Final Report to give the community an opportunity to review the recommendations of the Working Group, and to provide any additional comments on those recommendations.
Rationale for Resolution 2015.12.02.04
Why is the Board addressing this issue now?
The Board-chartered cross-community Geographic Regions Review Working Group submitted its Final Report recommendations to the Chairman of the ICANN Board on November 4, 2015. At the recommendation of the Working Group, the Board taking action to seek community review and further comment on the Working Group recommendations.
What are the proposals being considered?
- The Working Group concludes that the general principle of geographic diversity is valuable and should be preserved.
- Application of the geographic diversity principles must be more rigorous, clear and consistent.
- Adjusting the number of ICANN geographic regions is not currently practical.
- No other International Regional Structures offer useful options for ICANN.
- ICANN must formally adopt and maintain its own unique Geographic Regions Framework.
- The Community wants to minimize any changes to the current structure.
- ICANN must acknowledge the sovereignty and right of self-determination of states to let them choose their region of allocation.
- ICANN communities have flexibly applied geographic diversity principles over the years. While the Board should remain strictly subject to the current framework, flexibility should be preserved for other structures.
- "Special Interest Groups" or "Cross-Regional Sub-Groups" offer new diversity opportunities.
- Implementation mechanisms and processes must be developed by Staff.
- The Board must preserve its oversight and future review opportunities.
After the close of the public comment period, the Board will consider the recommendations of the Working Group taking into account the input from the community.
What stakeholders or others were consulted?
All ICANN Supporting Organizations and Advisory Committees were invited to provide representatives to the Working Group. At various times throughout the working group effort the ALAC, ASO, ccNSO and GNSO had representatives serving on the group. The GAC Chair also participated early in the process. Prior to submission of the Working Group's Final Report, comments were provided by the ALAC, ccNSO, GNSO and the GAC Chair. The formal ALAC, ccNSO and GNSO comments accompanied the Final Report submission.
What significant materials did the Board review?
The Board received a copy of the Working Group's Final Report including formal written statements from the ALAC, ccNSO and GNSO.
What factors did the Board find to be significant?
For purposes of directing the initiation of a public comment forum, the Board reviewed the recommendation of the Working Group to establish a public comment period of at least 120 days.
Are there Positive or Negative Community Impacts?
Opening an extensive public comment period on this matter can be viewed as a positive development for the community.
Are there fiscal impacts/ramifications on ICANN (Strategic Plan, Operating Plan, Budget); the community; and/or the public?
The initiation of a public comment period regarding this matter presents no fiscal impacts/ramifications on the organization, the community or the public.
Are there any Security, Stability or Resiliency issues relating to the DNS?
The initiation of a public comment period regarding this matter will have no anticipated impact on the security, stability and resiliency of the domain name system.
Is this either a defined policy process within ICANN's Supporting Organizations or ICANN's Organizational Administrative Function decision requiring public comment or not requiring public comment?
Public comment opportunities regarding this matter have been numerous and extensive so no further comment opportunities are required. However, the Board has decided to provide an additional opportunity for public comment as it is interested in receiving additional feedback from the community before it deliberates on the recommendations of the Working Group.
All members of the Board present voted in favor of Resolutions 2015.12.02.01, 2015.12.02.02, 2015.12.02.03, and 2015.12.02.04. Markus Kummer, Bruno Lanvin, and Kuo-Wei Wu were unavailable to vote on the Resolutions. The Resolutions carried.
Consideration of Re-evaluation of the Vistaprint Limited String Confusion Objection Expert Determination
Amy Stathos provided background on the underlying facts concerning the Independent Review Process (IRP) filed by Vistaprint Limited (Vistaprint) against ICANN. The IRP Panel (Panel) issued its Final Declaration on 9 October 2015. In the IRP, Vistaprint specifically challenged the String Confusion Objection Expert Determination (Expert Determination) finding Vistaprint's applications for .WEBS to be confusingly similar to Web.com's application for .WEB (Vistaprint SCO). At its 22 October 2015 meeting, the Board accepted the IRP Panel's recommendation that "ICANN's Board exercise its judgment on the question of whether an additional review mechanism is appropriate to re-evaluate the Third Expert's determination in the Vistaprint SCO, in view of ICANN's Bylaws concerning core values and non-discriminatory treatment, and based on the particular circumstances and developments noted in this Declaration…."
Ram Mohan and Suzanne Wolfe recused themselves from the discussion, citing potential or perceived conflicts of interest on the matter. The Board engaged in a discussion about the recommended in the Final Declaration. Board members expressed varying views about whether or not to exercise its judgment on the question of whether an additional review mechanism is appropriate to re-evaluate the Third Expert's determination in the Vistaprint SCO, and discussed the potential outcomes of taking a particular action.
Mike Silber suggested that as the Board considers whether to exercise its discretion, it should consider fairness as an important factor. Mike highlighted the complexity of the issue concerning singular and plural versions of the same string, and noted that the New gTLD Program Committee (NGPC) discussed the matter various times. He suggested that some of the concerns about singular and plural strings may best be addressed in subsequent rounds of the New gTLD Program. Cherine Chalaby added that the NGPC had to balance competing issues to arrive at its decision on singular and plural strings, including whether it was appropriate for the Board to apply its own judgment in place of an expert review panel.
Bruce Tonkin suggested that it might be beneficial for the Board to exercise its discretion and have a panel take a fresh look at the Vistaprint SCO. He noted that the panel would be able to take into account the precedent established by similar expert determinations and the experience of now having singular and plural versions of strings delegated into the root zone.
The Board also considered previous actions taken by the NGPC on the issue of perceived inconsistent or unreasonable String Confusion Objection Expert Determinations. Amy explained the rationale adopted by the NGPC in making its decision on the limited review mechanism to address perceived inconsistent or unreasonable String Confusion Objection Expert Determinations, as well as singular and plural versions of the same string.
Members of the Board also inquired about what impact a particular action would have on the contending applications for .WEB and .WEBS, and Akram Atallah explained the Applicant Guidebook provisions on resolving contention sets for new gTLD strings. The Chair expressed the need for additional briefing on the matter before taking a final decision on the Panel's recommendation, and Bruce suggested additional background facts and information that would be helpful to the Board's deliberations.
After discussion about the appropriate next steps for considering the IRP Panel's recommendation, the Board took the following action:
Whereas, on 9 October 2015, an Independent Review Process (IRP) Panel (Panel) issued its Final Declaration in the IRP filed by Vistaprint Limited (Vistaprint) against ICANN (Final Declaration). Vistaprint specifically challenged the String Confusion Objection Expert Determination (Expert Determination) finding Vistaprint's applications for .WEBS to be confusingly similar to Web.com's application for .WEB (Vistaprint SCO).
Whereas, while the IRP Panel found that ICANN did not discriminate against Vistaprint in not directing a re-evaluation of the Expert Determination, the Panel recommended that the Board exercise its judgment on the question of whether an additional review is appropriate to re-evaluate the Expert Determination. (See id. at ¶ 196.)
Resolved (2015.12.02.05), the Board defers to a subsequent meeting its consideration of the Panel recommendation in the Final Declaration that the Board exercise its judgment on the question of whether an additional review is appropriate to re-evaluate the Expert Determination.
All members of the Board present voted in favor of Resolution 2015.12.02.05. Mike Silber abstained. Markus Kummer, Bruno Lanvin, and Kuo-Wei Wu were unavailable to vote on the Resolution. The Resolution carried.
Los Angeles Hub Office Lease
Asha Hemrajani presented the Board with a recommendation from the Board Finance Committee to authorize the President and CEO to enter into an amendment to ICANN's lease for additional space in the ICANN Los Angeles hub office. The Board discussed the terms of the proposed lease, including its duration and projected cost, and why additional space was needed. Some Board members asked about alternatives considered, such as sub-letting office space on a shorter-term basis. After discussion of the Board Finance Committee recommendation, the Board took the following action:
Whereas, ICANN has stated its objective to secure a lease for long-term office space, conducive to efficient operations, at affordable costs.
Whereas, staff has identified ideally located space available for lease until the expiration of ICANN's main lease in June 2022, allowing ICANN to accommodate the current and planned office needs and consolidate its operations onto two connected floors.
Whereas, the staff and Board Finance Committee recommend that the Board authorize the President and CEO, or his designee(s), to enter into, and make all necessary disbursements for additional space in the ICANN Los Angeles hub office, in an amount not to exceed [AMOUNT REDACTED].
Resolved (2015.12.02.06), the Board authorizes the President and CEO, or his designee(s), to enter into, and make all necessary disbursements for, an amendment to ICANN's lease for the Los Angeles hub office in an amount not to exceed [AMOUNT REDACTED].
Resolved (2015.12.02.07), specific items within this resolution shall remain confidential for negotiation purposes pursuant to Article III, section 5.2 of the ICANN Bylaws until the President and CEO determines that the confidential information may be released.
All members of the Board present voted in favor of Resolutions 2015.12.02.06 – 2015.12.02.07. Markus Kummer, Bruno Lanvin, and Kuo-Wei Wu were unavailable to vote on the Resolutions. The Resolutions carried.
Rationale for Resolutions 2015.12.02.06 – 2015.12.02.07
The ICANN Los Angeles office at 12025 Waterfront Drive currently consists of the entire third floor, a portion of the fourth floor (both terms expiring in June 2022) and space on the second floor of the building, which ICANN has been subleasing on a month-to-month basis, which will end December 2015.
The key drivers for this lease amendment are as follows:
- provision of space for existing staff and contractors, as current space for current staff is not sufficient;
- provision of space for future additional staff as per FY16 Operating Plan and Budget;
- Conversion of month to month lease to consolidated long term lease;
- Added benefit of improving of operational efficiency as we consolidate operations onto 2 floors, connected through the staircase private to ICANN 3rd/4th floors (2nd floor is only accessible by elevator).
The adopted FY16 Operating Plan and Budget suggests a staff growth of 38 headcount in FY16 (https://www.icann.org/en/system/files/files/adopted-opplan-budget-fy16-25jun15-en.pdf [PDF, 1.74 MB], page 27), on a worldwide basis, of which 23 employees will be in the Los Angeles office. This expected growth required ICANN to plan for additional space in the Los Angeles office during FY16.
Based on this plan, ICANN has been researching options to expand its Los Angeles office. The landlord for the second floor space, that ICANN currently subleases month-to-month, has requested ICANN to vacate it shortly. Separately, the tenant occupying the remainder of the fourth floor is moving, thereby providing ICANN the opportunity to consolidate its operations on the entire third and fourth floors, through an amendment to its current long-term lease (until June 2022), instead of expanding the 2nd floor month-to-month arrangement.
As a result, ICANN intends to enter into a lease amendment for the portion of the fourth floor that is being vacated, and release the second floor space as requested. The net space addition is 5,732 square feet.
The decision offers the opportunity to resolve the lack of space ICANN is currently already facing in terms of accommodating existing staff and contractors and to accommodate the growth planned for in the FY16 Operating Plan and Budget.
The term of the lease amendment under consideration in this resolution would match ICANN's existing lease through June 2022. The new long-term lease amendment (which would replace the month to month lease for the second floor) would amount to a total of [AMOUNT REDACTED] for the remaining 67 months for the 12,819 square feet on the 4th floor.
This amount exceeds the ICANN Officers' contracting and disbursement authority and must be approved by the Board.
Local real estate market surveys have been reviewed, and there is presently no other rental space available in the immediate area at comparable prices. Other less desirable available space outside of the current building is more expensive.
This decision will have a financial impact on ICANN. The financial impact for FY16 has been for FY16 has been catered for in the FY16 budget. Annual cost will be budgeted for in subsequent years and is expected to be affordable.
This decision is not anticipated to have any impact on the security, stability and resiliency of the domain name system.
This is an Organizational Administrative Function that does not require public comment.
IT Roadmap for 2016
Ashwin Rangan provided a briefing to the Board on the major activities underway within ICANN's Information Technology (IT) department. Ashwin's briefing included a discussion of the stages of implementation of various IT projects, and steps taken to harden ICANN's IT infrastructure. He made note of improvements made in the area of cybersecurity, and also provided a consolidated view of the IT activities in progress for 2016. Asha Hemrajani asked about overall stewardship of the various IT projects, and Ashwin reported that in addition to the core users of the proposed projects, an internal steering committee of ICANN's global leaders provides general oversight of the various projects.
Recognition of Dr. Robert Blokzijl – In Memoriam
The Chair noted the passing of Dr. Robert Blokzijl on 1 December 2015 and shared some of the many accomplishments of Dr. Blokzijl, including the time he served on the ICANN Board of Directors. The Chair also noted that he would prepare a Blog post in honor of Dr. Blokzijl. The Board then took the following action in recognition of Dr. Blokzijl:
Whereas, Dr. Robert "Rob" Blokzijl passed away on 1 December 2015. He was a gentle man who radiated warmth and optimism, while working constructively in the Netherlands, in Europe and, indeed, throughout the world to foster the development of the Internet.
Whereas, Dr. Blokzijl served on the ICANN Board in our early days (1999-2002), and is best remembered as the chair of RIPE for an astonishing 25 years.
Whereas, Dr. Blokzijl has earned the deep appreciation of the Board and the Internet community contributions and service.
Resolved (2015.12.02.08), the Board notes the passing of Internet pioneer Dr. Rob Blokzijl who was among other things a former ICANN Board member. The ICANN Board, management, and staff send their deepest condolences to his family and friends. Our dear friend and colleague Rob will be deeply missed by all who knew him.
All members of the Board present voted in favor of Resolution 2015.12.02.08. Chris Disspain, Erika Mann, Markus Kummer, Bruno Lanvin, and Kuo-Wei Wu were unavailable to vote on the Resolution. The Resolution carried.
The Chair called the meeting to a close.
Published on 4 February 2016