Minutes | Special Meeting of the ICANN Board
A Special Meeting of the ICANN Board of Directors was held telephonically on 30 May 2018 at 15:30 UTC.
Cherine Chalaby, Chair, promptly called the meeting to order.
In addition to the Chair, the following Directors participated in all or part of the meeting: Maarten Botterman, Ron da Silva, Sarah Deutsch, Avri Doria, Rafael Lito Ibarra, Khaled Koubaa, Akinori Maemura, Göran Marby (President and CEO), George Sadowsky, Léon Sanchez, Matthew Shears, Mike Silber, and Lousewies van der Laan.
The following Directors sent their apologies: Becky Burr and Chris Disspain (Vice Chair).
The following Board Liaisons participated in all or part of the meeting: Manal Ismail (GAC Liaison).
The following Board Liaisons sent their apologies: Ram Mohan (SSAC Liaison), Kaveh Ranjbar (RSSAC 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), Susanna Bennett (Chief Operating Officer), Xavier Calvez (Chief Financial Officer), Gwen Carlson (Senior Director, GDD Communications), Samantha Eisner (Deputy General Counsel), Jamie Hedlund (SVP, Contractual Compliance & Consumer Safeguard and Managing Director - Washington D.C. Office), John Jeffrey (General Counsel and Secretary), Tarek Kamel (Sr Advisor To President & SVP, Government And IGO Engagement), Vinciane Koenigsfeld (Board Operations Content Manager), David Olive (Senior Vice President, Policy Development Support), Wendy Profit (Board Operations Specialist), Erika Randall (Associate General Counsel), and Amy Stathos (Deputy General Counsel).
- Main Agenda:
FY19 Operating Plan and Budget and FY19 Five – Year Operating Plan Update Approval
Ron da Silva, Chair of the Board Finance Committee, introduced the agenda item. Ron reported that the Board Finance Committee spent many months working with ICANN org to ensure that the budget process was followed. He noted that the budget being presented for approval is balanced against projected funding and incorporates community input. Also, Ron highlighted the importance of the Board's timing in considering the budget, and explained that the Empowered Community would have 30 days to review and potentially object to the adoption of the budget. The Board's adoption of the budget at this time would help ensure there is sufficient time for the Empowered Community's review prior to the expiration of the current budget.
The Board discussed the FY19 Operting Plan and Budget documents. Matthew Shears restated some key concerns raised during the community public comment period namely, the rate of growth of the organization and the level of funding for community activities. Avri Doria noted similar concerns and expressed that she would vote against the proposed resolution in part due to an inability to map the rate of growth against the activities that the community has requested. Additionally, Avri indicated her concern with how reviews are proposed to be funded in the budget.
In response to the noted concerns, Göran Marby explained the assumptions in the budget, and suggested that the discussion about staffing levels should be considered in light of the tasks given to the organization by the community. Göran commented that there is a breakdown of all projects ICANN org is currently work on and that are proposed for next year, and that ICANN org would continue to monitor the noted concerns. Lousewies van der Laan reiterated the importance of communicating the rationale for the choices reflected in the budget and how the choices fit into ICANN's overall strategy.
George Sadowsky asked for additional details about the caretaker budget, which would go into effect if the Empowered Community exercised its right to reject the FY19 budget. Xavier Calvez explained the caretaker budget and noted that the caretaker budget was the subject of a specific section in the budget document published for public comment, and it also is included in the final proposed budget being considered by the Board for approval.
Some Board memembers inquired whether there was still interest in budgeting for a two-year cycle, and Göran and Xavier noted that work was underway to prepare a proposal for the Board to consider at a subsequent meeting.
Cherine Chalaby asked for confirmation that all of the public comments had been addressed, and Xavier confirmed that all of the comments had been addressed with oversight by the Board Finance Committee.
Ron da Silva moved and Khaled Koubaa seconded the proposed resolution, and the Board took the following action:
Whereas, the draft FY19 ICANN Operating Plan and Budget and FY19 ICANN Five Year Operating Plan Update were posted for public comment in accordance with the Bylaws on 19 January 2018.
Whereas, comments received through the public comment process were discussed by Board members and ICANN organization during two public sessions at ICANN 61 with representatives of the bodies that submitted those public comments to help ensure the comments were adequately understood and appropriate consideration was given to them.
Whereas, the public comments received were considered to determine required revisions to the draft FY19 ICANN Operating Plan and Budget and the draft FY19 ICANN Five‐Year Operating Plan Update.
Whereas, in addition to the public comment process, ICANN organization actively solicited community feedback and consultation with the ICANN community by other means, including conference calls, public sessions at ICANN 61 and email communications.
Whereas, at each of its recent regularly scheduled meetings, the Board Finance Committee (BFC) has discussed, and guided ICANN organization on the development of the final FY19 ICANN Operating Plan and Budget and final FY19 ICANN Five‐Year Operating Plan Update.
Whereas, the BFC evaluated and recommended approval of the Supporting Organization (SO) and Advisory Committee (AC) additional budget requests in a meeting on 23 April 2018.
Whereas, the BFC met on 12 May 2018, to review and discuss suggested changes resulting from public comment and consultations, as well as the final draft ICANN FY19 Operating Plan and Budget and final draft FY19 ICANN Five Year Operating Plan Update, and recommended that the Board adopt the FY19 ICANN Operating Plan and Budget and FY19 ICANN Five Year Operating Plan Update.
Whereas, per section 3.9 of the 2001, 2009 and 2013 Registrar Accreditation Agreements, respectively, the Board is to establish the Registrar Variable Accreditation Fees, which must be established to develop the annual budget.
Whereas, the description of the Registrar fees, including the recommended Registrar Variable Accreditation Fees, for FY19 has been included in the FY19 ICANN Operating Plan and Budget.
Resolved (2018.05.30.01), the Board adopts the FY19 ICANN Operating Plan and Budget, including the FY19 ICANN Caretaker Budget that would be in effect until the Board decision becomes effective.
Resolved (2018.05.30.02), the Board adopts the FY19 ICANN Five Year Operating Plan Update.
Thirteen members of the Board voted in favor of Resolutions 2018.05.30.01 - 2018.05.30.02. Avri Doria voted against Resolutions 2018.05.30.01 - 2018.05.30.02. Becky Burr and Chris Disspain were unavailable to vote on the Resolutions. The Resolutions carried.
Rationale for Resolutions 2018.05.30.01 - 2018.05.30.02
In accordance with Section 22.4 of the ICANN Bylaws, the Board is to adopt an annual budget and publish it on the ICANN website. On 19 January 2018, drafts of the FY19 ICANN Operating Plan and Budget and the FY19 ICANN Five Year Operating Plan Update were posted for public comment. The Public Technical Identifiers (PTI) Board approved the PTI Budget on 11 January 2018, and the PTI Budget was received as input into the FY19 IANA Budget.
The published draft FY19 ICANN Operating Plan and Budget and the FY19 IANA Budget were based on numerous discussions with members of ICANN organization and the ICANN community, including extensive consultations with ICANN Supporting Organizations, Advisory Committees, and other stakeholder groups throughout the prior several months.
The comments received from the public comment process resulted in some revisions to the 19 January 2018 draft FY19 ICANN Operating Plan and Budget. In addition, the following consultation activities were carried out:
- 06 September 2017 and 07 September 2017 – Community webinar on the FY19 Planning Schedule
- 13 March and 14 March, the comments received through the public comment process were discussed by Board members and ICANN organization members during two public sessions on public comments at ICANN 61 with representatives of the ICANN bodies that submitted them to help ensure the comments were adequately understood and appropriate consideration was given to them.
- In addition to the public comment process, ICANN actively solicited community feedback and consultation with the ICANN community by other means, including conference calls, public sessions at ICANN 61 and email communications.
All comments received in all manners were considered in developing the final FY19 ICANN Operating Plan and Budget and the FY19 ICANN Five Year Operating Plan Update. Where feasible and appropriate these inputs have been incorporated into the final FY19 ICANN Operating Plan and Budget and the FY19 ICANN Five Year Operating Plan Update proposed for adoption.
In addition to the day-to-day operational requirements, the FY19 ICANN Operating Plan and Budget includes the FY19 new gTLD budget items and amounts allocated to various FY19 budget requests received from community leadership. The FY19 ICANN Operating Plan and Budget also discloses financial information on the New gTLD Program, relative to expenses, funding and net remaining funds. Further, because the Registrar Variable Accreditation Fee is key to the development of the budget, the FY19 ICANN Operating Plan and Budget sets out and establishes those fees, which are consistent with recent years, and will be reviewed for approval by the Registrars.
The FY19 Operating Plan and Budget and the FY19 Five Year Operating Plan Update, all will have a positive impact on ICANN in that together they provide a proper framework by which ICANN will be managed and operated, which also provides the basis for the organization to be held accountable in a transparent manner.
This decision is in the public interest and within ICANN's mission, as it is fully consistent with ICANN's strategic and operational plans, and the results of which in fact allow ICANN to satisfy its mission.
This decision will have a fiscal impact on ICANN and the community as is intended. This should have a positive impact on the security, stability and resiliency of the domain name system (DNS) with respect to any funding that is dedicated to those aspects of the DNS.
This is an Organizational Administrative Function that has already been subject to public comment as noted above.
GAC Advice: San Juan Communiqué (March 2018)
Maarten Botterman introduced the agenda item, and the Board considered an iteration of the Board-GAC scorecard to address the advice from the Governmental Adivsoary Committee (GAC) in the San Juan Communiqué. Maarten noted that the GAC's advice had been the subject of several exchanges between the Board and the GAC, and the scorecard presents the formal response from Board on whether the items of advice would be accepted or deferred. Manal Ismail commented that the GAC looked forward to working through the deferred items of advice.
The Board discussed possible next steps for considering the advice that would be deferred, and whether any of the items would be addressed in the policy development process that is required to be initiated because of the Board's adoption of the Temporary Specification for gTLD Registration Data. The Chair noted that the Board is working to facilitate a meeting with the GNSO Council to explore the scope of the policy development process.
Maarten moved, and Léon Sanchez seconded the proposed resolution. The Board took the following action:
Whereas, the Governmental Advisory Committee (GAC) met during the ICANN61 meeting in San Juan, Puerto Rico and issued advice to the ICANN Board in a Communiqué [PDF, 234 KB] on 15 March 2018 ("San Juan Communiqué").
Whereas, the San Juan Communiqué was the subject of an exchange between the Board and the GAC on 11 April 2018.
Whereas, in a 7 May 2018 letter [PDF, 237 KB], the GNSO Council provided its feedback to the Board concerning advice in the San Juan Communiqué relevant to generic top-level domains to inform the Board and the community of gTLD policy activities that may relate to advice provided by the GAC.
Whereas, the GDPR advice was the subject of an informal consultation between the Board and the GAC on 8 May 2018.
Whereas, in a 11 May 2018 letter [PDF, 315 KB], the Board provided its preliminary positions on the GAC advice related to GDPR and WHOIS.
Whereas, in a 17 May 2018 letter [PDF, 525 KB], the GAC responded to the Board's preliminary positions on the GAC advice related to GDPR and WHOIS.
Whereas, in its resolution of 17 May 2018, the Board deferred formal action on determining that there are likely to be elements of the Temporary Specification [PDF, 736 KB] that are inconsistent or could be viewed as inconsistent with certain items of GAC advice in the San Juan Communiqué.
Whereas, the Board developed an iteration of the scorecard to respond to the GAC's advice in the San Juan Communiqué, taking into account the dialogue and correspondence between the Board and the GAC, and the information provided by the GNSO Council.
Resolved (2018.05.30.03), the Board adopts the scorecard titled "GAC Advice – San Juan Communiqué: Actions and Updates (30 May 2018)" [PDF, 571 KB] in response to items of GAC advice in the San Juan Communiqué.
All members of the Board present voted in favor of Resolution 2018.05.30.03. Becky Burr and Chris Disspain were unavailable to vote on the Resolution. The Resolution carried.
Rationale for Resolution 2018.05.30.03
Article 12, Section 12.2(a)(ix) of the ICANN Bylaws permits the GAC to "put issues to the Board directly, either by way of comment or prior advice, or by way of specifically recommending action or new policy development or revision to existing policies." In its San Juan Communiqué (15 March 2018), the GAC issued advice to the Board on: General Data Protection Regulation (GDPR) and WHOIS; and, Intergovernmental Organization (IGO) reserved acronyms. The GAC also provided a follow-up to previous advice on: Applications for dot Amazon and related strings, and 2-Character Country/Territory Codes at the 2nd Level. The ICANN Bylaws require the Board to take into account the GAC's advice on public policy matters in the formulation and adoption of the polices. If the Board decides to take an action that is not consistent with the GAC advice, it must inform the GAC and state the reasons why it decided not to follow the advice. Any GAC advice approved by a full consensus of the GAC (as defined in the Bylaws) may only be rejected by a vote of no less than 60% of the Board, and the GAC and the Board will then try, in good faith and in a timely and efficient manner, to find a mutually acceptable solution.
Following the GAC response [PDF, 525 KB] to its preliminary positions on the GAC advice related to GDPR and WHOIS, provided in a letter [PDF, 315 KB] on 11 May 2018, the Board deferred formal action on determining that there are likely to be elements of the Temporary Specification [PDF, 736 KB] that are inconsistent or could be viewed as inconsistent with certain items of GAC advice in the San Juan Communiqué. The Board is taking action today to accept six of the items related to GDPR and WHOIS and will defer consideration of the remaining four items related to GDPR and WHOIS pending further discussion with the GAC. The Board will consider if further action is needed following these discussions. The Board's actions are described in the scorecard [PDF, 571 KB] dated 30 May 2018.
In adopting its response to the GAC advice in the San Juan Communiqué, the Board reviewed various materials, including, but not limited to, the following materials and documents:
- San Juan Communiqué (15 March 2018): https://www.icann.org/en/system/files/correspondence/gac-to-icann-15mar18-en.pdf [PDF, 234 KB]
- The GNSO Council's review of the advice in the San Juan Communiqué as presented in the 7 May 2018 letter to the Board: https://www.icann.org/en/system/files/correspondence/forrest-et-al-to-chalaby-07may18-en.pdf [PDF, 237 KB]
- The GAC letter of 15 May 2018 regarding answers to Board clarifying questions on GAC San Juan Advice related to the list of IGOs Names: https://www.icann.org/en/system/files/correspondence/ismail-to-chalaby-15may18-en.pdf [PDF, 699 KB]
- The GAC letter of 17 May 2018 regarding the response to the letter from the ICANN Board regarding the revised scorecard on the ICANN61 GAC GDPR Advice: https://www.icann.org/en/system/files/correspondence/ismail-to-chalaby-17may18-en.pdf [PDF, 525 KB]
This action is in furtherance of ICANN's mission as the Board is obligated under the Bylaws to consider the GAC's advice on public policy matters. This is also in the public interest, as the Board is considering the views of the GAC as well as other parts of the community in resolving these pending items of advice.
The adoption of the GAC advice as provided in the scorecard will have a positive impact on the community because it will assist with resolving the advice from the GAC concerning gTLDs and other matters. There are no foreseen fiscal impacts associated with the adoption of this resolution. Approval of the resolution will not impact security, stability or resiliency issues relating to the DNS. This is an Organizational Administrative function that does not require public comment.
The Chair called the meeting to a close.
Published on 25 June 2018