Minutes | Special Meeting of the ICANN Board
A Special Meeting of the ICANN Board of Directors was held telephonically on 19 April 2016 at 21:00 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, Akram Atallah (President and CEO), Cherine Chalaby (Vice Chair), Ron da Silva, Chris Disspain, Rafael Lito Ibarra, Markus Kummer, Bruno Lanvin, 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: Thomas Schneider (GAC Liaison), Jonne Soininen (IETF Liaison), and Suzanne Woolf (RSSAC Liaison).
The following Directors sent their apologies: Asha Hemrajani and Kuo-Wei Wu.
The following Board Liaisons sent their apologies: Ram Mohan (SSAC Liaison).
Observing: Göran Marby.
Secretary: John Jeffrey (General Counsel and Secretary).
The following ICANN Executives and Staff participated in all or part of the meeting: Grace Abuhamad (Public Policy Manager); Susanna Bennett (Chief Operating Officer); Michelle Bright (Board Operations Content Manager); David Conrad (Chief Technology Officer); Sally Costerton (Senior Advisor to the President and Senior Vice President, Global Stakeholder Engagement); Samantha Eisner (Associate General Counsel); Teresa Elias (Manager, Board Operations Administrative Services); Allen Grogan (Chief Contract Compliance Officer); Tarek Kamel (Sr. Advisor to the President – Gov. Engagement); Melissa King (VP, Board Operations); Elizabeth Le (Senior Counsel); Trang Nguyen (Senior Director, Strategic Programs);David Olive (Senior Vice President, Policy Development Support and General Manager, ICANN Regional Headquarters – Istanbul); Wendy Profit (Board Operations Specialist); Erika Randall (Senior Counsel); 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 19 April 2016.
- Consent Agenda:
- Main Agenda
The Chair introduced the items on the consent agenda and called for a vote. The Board then took the following action by acclamation:
Resolved, the following resolutions in this Consent Agenda are approved:
Thank you to the ICG Secretariat
Resolved (2016.04.19.01), that the Board wishes to extend its thanks to ISOC SG for providing Secretariat support to the IANA Stewardship Transition Coordination Group (ICG), and in doing so played a role in contributing to the global multistakeholder community's development of the ICG proposals. Special thanks are extended to the entire Secretariat team for their service.
Thank You to Fadi Chehadé for his service as President and Chief Executive Officer and member of the ICANN Board of Directors
Whereas, Fadi Chehadé was elected by the ICANN Board as ICANN's President and Chief Executive Officer effective 14 September 2012.
Whereas, Fadi concluded his term as President and Chief Executive Officer and member of the Board of Directors on 15 March 2016.
Whereas, under Fadi's leadership ICANN made significant progress on strategic objectives, including affirming ICANN's purpose, ICANN's globalization, raising ICANN's level of operational excellence, and supporting the evolution of the multistakeholder model to a more effective tool to achieve stakeholder-led governance solutions.
Whereas, the progress Fadi drove included the strengthening of ICANN's organizational functions to support the implementation of the New gTLD Program, leading to the introduction of the first new registries under this Program into the root zone of the DNS in February 2014.
Whereas, during Fadi's term as the Chief Executive Officer, important steps were taken to bring ICANN to the world, globalizing the organization by creating ICANN's operational hubs in Singapore and Istanbul, Turkey as well as developing engagement centers across the globe. These steps toward globalization disperse ICANN's operational work across regions and time zones, and facilitates broader engagement with the global internet community.
Whereas, Fadi led ICANN through its efforts to respond to National Telecommunications and Information Administration's (NTIA) announcement of its intention to transition the stewardship of the IANA functions to the global multistakeholder community. Under Fadi's leadership, ICANN supported both the global dialogue to develop a transition proposal, as well as the community's discussion on enhancing ICANN accountability, culminating with ICANN's 10 March 2016 delivery to NTIA the community drafted proposals on both of those items.
Whereas, during his term as CEO, Fadi served as a member of the ICANN Board as well as a:
- Member of the Board Executive Committee
- Member of the New gTLD Program Committee
Resolved (2016.04.19.02), Fadi has earned the deep appreciation of the Board for his term of service as President and CEO and a member of the Board of Directors, and the Board wishes Fadi well in all future endeavors.
All members of the Board present voted in favor of Resolutions 2016.04.19.01 and 2016.04.19.02. Asha Hemrajani and Kuo-Wei Wu were unavailable to vote on the Resolutions. The Resolutions carried.
Discussion regarding draft new ICANN Bylaws – including ICANN Legal assessment of whether it is consistent with the proposals
Cherine Chalaby introduced the agenda item to the Board for discussion. John Jeffrey provided the Board with a status update about the effort to prepare revisions to the ICANN Bylaws to be consistent with the IANA Stewardship Transition Coordination Group's IANA Stewardship Transition Proposal, and the Cross Community Working Group on Enhancing ICANN Accountability's Work Stream 1 Report (collectively, the "Transition Proposals"). The update included a discussion of the proposed changes to provisions addressing the Reconsideration Request process, ICANN's mission, and removal of directors.
John reported that the Bylaws drafting team had worked diligently over the past several weeks to draft revisions to the Bylaws, and noted the Transition Proposals included a requirement that prior to publically posting the Bylaws, ICANN's legal counsel certify the Bylaws.
George Sadowky asked for clarification about what is meant by the terminology "certify" the Bylaws, and John explained that in this context, to certify the Bylaws means to report to the Board that the draft is consistent with the Transition Proposals. John informed the Board that ICANN's legal assessment is that the current draft is consistent with the Transition Proposals, and recommended that the Bylaws be posted for public comment. He also noted that external counsel to the CCWG and CWG ("External Counsel") would be required to make a similar certification and were in the process of reviewing the Bylaws before doing so.
Cherine asked for an update on defining the term "global Internet community", which is used in several sections in the draft Bylaws. Samantha Eisner provided an explanation, noting that the Bylaws drafting team reviewed references in the Bylaws to "global Internet community" and determined with External Counsel that a new defined term was not needed. Instead, Samantha commented that the language was revised to be more specific in cases where the reference to the global Internet community intended to refer to specific communities, such as when a consultation is required with specific SOs/ACs before taking an action. In other cases, the term is meant to apply more broadly, such as with gathering general public comments on a topic, or as an aspirational statement. Samantha also updated the Board on the language in the draft Bylaws addressing the "GAC carve-out" provision, which addresses whether the GAC is able to participate as a decision-maker in the Empowered Community's exercise of its right to challenge the Board's implementation of GAC Consensus Advice.
Erika Mann asked whether the Bylaws included an amendment or change process, and John provided an update on how the issue is covered in the draft Bylaws.
Additionally, members of the Board asked questions about the timing for posting the Bylaws and what would happen if additional changes were needed before External Counsel agreed to certify that the draft Bylaws are consistent with the Transition Proposals. It was noted that any material changes would be brought back to the Board for further consideration as needed.
Posting of Draft New ICANN Bylaws for Public Comment resulting from IANA Stewardship Transition
Refer to Main Agenda Item 1.a. for a summary of the Board's discussion regarding the posting of the draft new ICANN Bylaws for public comment.
Bruce Tonkin moved, and Chriss Disspain seconded the resolution. After discussion, the Board took the following action:
Whereas, on 14 March 2014, the National Telecommunications and Information Administration (NTIA) of the United States Department of Commerce announced its intention to transition the stewardship of the IANA Functions to the global multistakeholder community.
Whereas, on 10 March 2016, Internet Corporation for Assigned Names and Numbers (ICANN) accepted and transmitted to the NTIA the following transition documents: (i) the IANA Stewardship Transition Coordination Group's IANA Stewardship Transition Proposal, and (ii) the Cross Community Working Group on Enhancing ICANN Accountability's Work Stream 1 Report (collectively, the "Transition Proposals").
Whereas, a Bylaws Coordination Group was formed and in conjunction with ICANN lawyers and the independent law firms hired to assist the community in the development of the Transition Proposals, worked diligently to create a new set of Bylaws ("New Draft ICANN Bylaws") which set out the various proposed changes to the ICANN's current bylaws to give effect to the Transition Proposals.
Whereas, ICANN's General Counsel has asserted that the proposed New Draft ICANN Bylaws is consistent with the Transition Proposals and recommends that they be posted for a public comment period, prior to the ICANN Board's formal consideration for approval.
Whereas, the independent law firms are still finalizing their review of the New Draft ICANN Bylaws for consistency with the Transition Proposals, and if there are any material changes from the current draft prior to posting, ICANN's General Counsel will note such material changes to the ICANN Board, and will return to the ICANN Board if there are concerns raised with such changes prior to posting.
Resolved (2016.04.19.03), the ICANN Board approves the posting of the New Draft ICANN Bylaws for public comment on the ICANN website for a period of not less than 30 days, on 20 April 2016 or as soon thereafter as reasonably practicable.
All members of the Board present voted in favor of Resolution 2016.04.19.03. Asha Hemrajani and Kuo-Wei Wu were unavailable to vote on the Resolutions. The Resolution carried.
Rationale for Resolution 2016.04.19.03
The posting for public comment of these proposed Bylaws is the next required step towards planning for the implementation of the Transition Proposals. NTIA has stated that it needs to see that changes to the Bylaws have been adopted sufficient to implement the Transition Proposals before NTIA can complete its review of the Transition Proposals. Understanding that NTIA's review is likely to take approximately 90 days from the 10 March 2016 transmission of the Transition Proposals, the proposed Bylaws must be posted for comment now in order to support the global multistakeholder community's work towards a successful completion of the stewardship of the IANA functions.
To meet this intensive timeline, the ICANN community, supported through the Bylaws Coordination Group as well as the CWG-Stewardship and the Cross-Community Working Group on Enhancing ICANN Accountability, have worked very closely with their selected independent counsel and ICANN's legal team to develop the New Draft ICANN Bylaws that are being approved for posting.
The posting of these Bylaws changes for public comment is in line with ICANN's commitment to accountability and transparency. All public comments will be evaluated and presented to the Board for consideration and decision. There are no fiscal impacts in submitting this document for public comment. The fiscal impact of developing the Bylaws changes are significant. The posting of these proposed Bylaws changes is not anticipated to have any impact on the security, stability or resiliency of the DNS.
This is an Organizational Administrative Function for which public comment is not required.
George Sadowsky raised a question about the potential relocation of the 2016 Annual General Meeting, and Board members requested an update from staff. Sally Costerton reported that staff was considering the possibility of relocating the Annual General Meeting due to additional information about the spread of the Zika virus in Puerto Rico. She noted that the possibility of relocating the meeting was raised on the monthly call held with SO/AC leadership, and that the ICANN Meetings team was exploring various options for alternative locations if needed. Sally informed the Board that staff would present a final recommendation to the Board regarding alternative meeting locations (if needed) as soon as possible.
The Chair called the meeting to a close.
Published on 27 June 2016