Minutes | Regular Meeting of the ICANN Board 7 November 2019

A Regular Meeting of the ICANN Board of Directors was held in Montréal, Canada on 7 November 2019 at 08:30 local time.

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 (Vice Chair), Becky Burr, Ron da Silva, Chris Disspain, Sarah Deutsch, Avri Doria, Rafael Lito Ibarra, Danko Jevtović, Khaled Koubaa (telphonically), Akinori Maemura, Göran Marby (President and CEO), Nigel Roberts, León Sánchez, Matthew Shears, and Tripti Sinha.

The following Board Liaisons participated in all or part of the meeting: Harald Alvestrand (IETF Liaison), Manal Ismail (GAC Liaison), Merike Käo (SSAC Liaison), and Kaveh Ranjbar (RSSAC Liaison).

Secretary: John Jeffrey (General Counsel and Secretary).

  1. Consent Agenda:
    1. Approval of Minutes
    2. March 2022 ICANN Meeting Venue Contracting
    3. ICANN Zensar IT Contract
    4. ICANN Infovity Contract
    5. ICANN IMRS Cluster
    6. Net Asset Excess Transfer from Operating Fund to Reserve Fund
    7. Investment Policy Updates
    8. Appointment of Board member to ATRT3
    9. Deferral of Compliance Enforcement of Thick WHOIS Consensus Policy
    10. SSR2 Additional Funding
    11. Amendment of the ASO MoU
    12. Acknowledgment of Third At-Large Summit
    13. SSAC Member Reappointments
    14. Thank You to Community Members
    15. Thank You to Local Host of ICANN66 Meeting
    16. Thank you to Sponsors of ICANN66 Meeting
    17. Thank you to Interpreters, Staff, Event and Hotel Teams of ICANN 66 Meeting
  2. Main Agenda:
    1. Transfer of the .TZ (Tanzania) top-level domain to the Tanzania Communications Regulatory Authority
    2. Independent Review of the NomCom Detailed Implementation Plan
    3. CCWG-Accountability WS2 – Final Report
    4. Initiation of the Root Server System Governance Working Group
    5. Thank You to Khaled Koubaa for his service to the ICANN Board
    6. Thank You to Cherine Chalaby for his service to the ICANN Board

 

  1. Consent Agenda:

    The Chair opened the meeting and provided an overview of the regular and organizational meetings of the Board. He also explained that the Board would hold the annual meeting of the member of Public Technical Identifiers.

    The Chair introduced the items on the Consent Agenda. Sarah Deutsch moved and Danko Jevtović seconded the proposed resolution to adopt the items on the Consent Agenda. The Board then took the following action:

    Resolved, the following resolutions in this Consent Agenda are approved:

    1. Approval of Minutes

      Resolved (2019.11.07.01), the Board approves the minutes of the 8 September 2019 Regular Meeting of the ICANN Board and the 27 September 2019 Special Meeting of the ICANN Board.

    2. March 2022 ICANN Meeting Venue Contracting

      Whereas, ICANN intends to hold its first Public Meeting of 2022 in the North America region.

      Whereas, ICANN organization has completed a thorough review of the available venues in the North America region and finds the one in San Juan, Puerto Rico to be the most suitable.

      Resolved (2019.11.07.02), the Board authorizes the President and CEO, or his designee(s), to engage in and facilitate all necessary contracting and disbursements for the host venue and hotels for the March 2022 ICANN Public Meeting in San Juan, Puerto Rico, in an amount not to exceed [REDACTED FOR NEGOTIATION PURPOSES].

      Resolved (2019.11.07.03), specific items within this resolution shall remain confidential for negotiation purposes pursuant to Article 3, section 3.5(b) of the ICANN Bylaws until the President and CEO determines that the confidential information may be released.

      Rationale for Resolutions 2019.11.07.02 – 2019.11.07.03

      As part of ICANN's Public Meeting strategy, ICANN seeks to host a meeting in a different geographic region (as defined in the ICANN Bylaws) three times a year. ICANN73 is scheduled for 5-10 March 2022. Following a search and evaluation of available venues, the organization identified San Juan, Puerto Rico as a suitable location for the ICANN Public Meeting.

      The organization performed a thorough analysis of the available locations and prepared a paper to identify those that met the Meeting Location Selection Criteria. (See http://meetings.icann.org/location-selection-criteria). Based on the proposals and analysis, ICANN has identified San Juan, Puerto Rico as the location for ICANN73. Selection of this North American location adheres to the geographic rotation guidelines established by the Meeting Strategy Working Group.

      The Board reviewed the organization's briefing for hosting the meeting in San Juan, Puerto Rico and the determination that the proposal met the significant factors of the Meeting Location Selection Criteria, as well as the related costs for the facilities selected for the March 2022 ICANN Public Meeting. ICANN conducts Public Meetings in support of its mission to ensure the stable and secure operation of the Internet's unique identifier systems, and acts in the public interest by providing free and open access to anyone wishing to participate, either in person or remotely, in open, transparent and bottom-up, multistakeholder policy development processes.

      There will be a financial impact on ICANN in hosting the meeting and providing travel support as necessary, as well as on the community in incurring costs to travel to the meeting. But such impact would be faced regardless of the location and venue of the meeting. This action will have no impact on the security or the stability of the domain name system.

      This is an Organizational Administrative function that does not require public comment.

    3. ICANN Zensar IT Contract

      Whereas, ICANN organization has a need for continued third-party development, quality assurance and content management support to augment its IT capacity.

      Whereas, Zensar has provided good services in software engineering, quality assurance and content management over the last several years.

      Whereas, ICANN org conducted a full request for proposal when renewing the contract in 2017, the results of which lead ICANN org to determine that Zensar is still the preferred vendor.

      Whereas, ICANN org considered the cost and efficiency of either issuing another Request for Proposal (RFP) for outsourced IT capacity or further renewing the Zensar contract and determined that is was more efficient and cost effective to renew the Zensar contract.

      Resolved (2019.11.07.04), the Board authorizes the President and CEO, or his designee(s) to enter into enter into, and make disbursement in furtherance of, a further renewed Zensar contract for a term of 24 months.

      Resolved (2019.11.07.05), specific items within this resolution shall remain confidential for negotiation purposes pursuant to Article 3, section 3.5(b) of the ICANN Bylaws until the President and CEO determines that the confidential information may be released.

      Rationale for Resolutions 2019.11.07.04 – 2019.11.07.05

      In November 2014 following ICANN Board approval, ICANN organization engaged an expert third-party outsourcing firm called Zensar to augment ICANN's IT capacity. That led to a three-year contract with Zensar, based in Pune, India with an annual value not to exceed [REDACTED FOR NEGOTIATION PURPOSES]. The contract was renewed through March 2020 with Board approval following an RFP process. Value of the renewed contract was [REDACTED FOR NEGOTIATION PURPOSES] for a period of 24 months through April 2020. Per ICANN organization, the relationship with Zensar has been beneficial to ICANN org and, overall has been a success.

      ICANN org considered the cost and efficiency of either issuing another RFP for outsourced IT capacity or further renewing the Zensar contract and determined that is was more efficient and cost effective to renew the Zensar contract. Following consideration of the matter, the Board Finance Committee (BFC) agrees.

      Accordingly, both ICANN organization and the BFC recommended that the Board authorize the organization to enter into, and make disbursement in furtherance of, a renewed Zensar contract, covering the period of April 2020 through March 2022 (24 months), with a total cost not to exceed [REDACTED FOR NEGOTIATION PURPOSES].

      After considering the information presented, the Board agrees that it makes fiscal sense to enter into this renewed agreement.

      This decision will have a fiscal impact, but the impact has already been accounted for in the FY20 budget and will be for the future budgets as well. Further, this decision should not have a negative impact on the security, stability or resiliency of the domain name system, and likely will have a positive impact. Our contracting with Zensar aligns with ICANN's core values of operating with efficiency and excellence in a fiscally responsible and accountable manner.

      This is an Organizational Administrative Function that does not require public comment.

    4. ICANN Infovity Contract

      Whereas, ICANN has a need to renew contracts for Infovity to support Oracle Cloud.

      Whereas, the Board Finance Committee (BFC) has reviewed the financial implications of contract renewal with Infovity and has considered alternatives.

      Whereas, both the organization and the BFC have recommended that the Board authorize the President and CEO, or his designee(s), to take all actions necessary to execute the contracts with Infovity and make all necessary disbursements pursuant to those contracts.

      Resolved (2019.11.07.06), the Board authorizes the President and CEO, or his designee(s), to take all necessary actions to renew the contract with Infovity to support ICANN's ERP solution, and make all necessary disbursements pursuant to those contracts.

      Resolved (2019.11.07.07), specific items within this resolution shall remain confidential for negotiation purposes pursuant to Article 3, section 3.5(b) of the ICANN Bylaws until the President and CEO determines that the confidential information may be released.

      Rationale for Resolution 2019.11.07.06 – 2019.11.07.07

      ICANN has successfully utilized Oracle Cloud ERP since implementation Go Live in December 2016. Over the past years, ICANN organization has gradually increased the ERP systems and transactional processing knowledge and is in a position to make incremental efficiency improvements to maximize original investment. The Oracle Cloud ERP replaced then aging Finance, Human Resources and Procurement legacy systems. This solution provided ICANN org with an integrated ERP solution under a single system of record improving systems capacity, global reporting and analysis capability, leading to improved productivity and cross-functional efficiencies, and enhance internal controls. Infovity served as ICANN's Oracle Cloud implementation partner in 2015. It provided professional expert system resources to support multiple Oracle Cloud modules implemented. Infovity also provides interface application, called AppConnect. AppConnect is used to interface Oracle Cloud ERP to ICANN's expense reporting, exchange rate updates, recruitment, and customer master system(s).

      ICANN's contract with Infovity expired in September 2019. Annual cost is [REDACTED FOR NEGOTIATION PURPOSES]. Renewal request not to exceed [REDACTED FOR NEGOTIATION PURPOSES].

      After careful analysis of options submitted by the organization, the annual contract option is considered a viable, cost-effective solution. The organization is in the process of reviewing options to lower costs and improve service. At this time, the annual contract with Infovity is the best solution for ICANN.

      The Board reviewed the organization's and the Board Finance Committee's recommendations for contracting and disbursement authority for Infovity contract renewal.

      Taking this Board action supports ICANN's mission as it will provide the org with continued internal tools to continue its work. The public interest is met through this action in through ensuring that commitments to and payments of high-value contracts are reviewed and evaluated by the Board if they exceed a certain value, as required by ICANN's Contracting and Disbursement Policy. This ensures that the Board is overseeing large disbursements and acting as a proper steward of the funding ICANN receives from the public.

      There will be a financial impact on ICANN to renew Oracle Cloud ERP contract. This impact is currently included in the FY21 Operating Plan and Budget that is in consultation now. This action will not have a direct impact on the security, stability and resiliency of the domain name system.

      This is an Organizational Administrative function that does not require public comment.

    5. ICANN IMRS Cluster

      Whereas, ICANN organization has established a need to expand the ICANN Managed Root Server (IMRS) by installing a cluster in Singapore, resulting in increased root server capacity for the Asian region and resulting in increased resiliency of not just the IMRS, but the entire Root Server System.

      Whereas, the Board Finance Committee (BFC) has reviewed the financial implications of adding a Singapore cluster to the IMRS.

      Whereas, both the organization and the BFC have recommended that the Board authorize the President and CEO, or his designee(s), to take all necessary actions to execute contracts and procure equipment to install an IMRS cluster in Singapore and make all necessary disbursements pursuant to the contracts.

      Resolved (2019.11.07.08), the Board authorizes the President and CEO, or his designee(s), to take all necessary actions to execute contracts and procure equipment to install an IMRS cluster in Singapore and make all necessary disbursements pursuant to the contracts.

      Resolved (2019.11.07.09), specific items within this resolution shall remain confidential for negotiation purposes pursuant to Article 3, section 3.5(b) of the ICANN Bylaws until the President and CEO determines that the confidential information may be released.

      Rationale for Resolution 2019.11.07.08 – 2019.11.07.09

      ICANN organization recommended expanding the ICANN-managed Root Server (IMRS) by adding a new cluster in Singapore at a cost of [REDACTED FOR NEGOTIATION PURPOSES].

      The IMRS, which is also known as l.root-servers.net, comprises equipment at nearly 170 sites across the world. Most of these sites consist of a single server and are known as IMRS singles. The IMRS also includes three larger sites, called IMRS clusters, composed of dozens of servers each. There are currently three IMRS clusters, located in the US near Los Angeles and near Washington, D.C., and in Prague, Czech Republic. These sites have considerably higher capacity to answer DNS queries than the IMRS single sites. The extra capacity of IMRS clusters is useful in times of normal query load but critical in times of larger-than-normal load, such as during a distributed denial of service (DDoS) attack, when attackers flood the IMRS with traffic.

      There are several reasons that adding an IMRS cluster in Singapore is an appropriate strategic decision at this time and a good use of ICANN org resources.

      The cluster will address existing demand for root service in the Asian region. Existing IMRS sites in Asia together already receive twice as many queries as the next busiest region (Europe).

      An IMRS cluster in Singapore will increase the topological diversity of the entire IMRS. Right now, with the three existing clusters located in North America and Europe, the Asian-region Internet is underrepresented. Design best practices call for the large capacity IMRS clusters to be evenly distributed throughout the Internet's topology.

      The Internet infrastructure in Singapore is well suited to support an IMRS cluster. The Internet in Singapore is highly developed and robust. In addition, the country is extremely well connected via submarine cables compared to other countries in the region.

      An IMRS cluster in Singapore will provide a significant increase in overall resiliency for the IMRS as a whole. The Singapore cluster would connect to the Internet with 100 Gbits/second of bandwidth, allowing it to answer over 24 million DNS queries per second. In the event of an attack resulting in significant additional traffic, the extra capacity provided by the Singapore cluster will allow attack traffic to be absorbed, which helps mitigate the attack. With sufficient capacity, queries in the Asian region can continue to be answered.

      The Board reviewed the organization's and the Board Finance Committee's recommendations for adding an IMRS cluster in Singapore and agrees with those recommendations.

      Taking this Board action fits squarely within ICANN's mission and the public interest in that it ensures that large expenditures are reviewed and evaluated by the Board if they exceed a certain amount of delegated authority through ICANN's Contracting and Disbursement Policy. This ensures that the Board is overseeing large disbursements and acting as proper stewards of the funding ICANN receives from the public.

      There will be a financial impact on ICANN to add an IMRS cluster in Singapore. This impact is currently not included in the FY20 Operating Plan and Budget. This action will have a direct positive impact on the security, stability and resiliency of the domain name system.

      This is an Organizational Administrative function that does not require public comment.

    6. Net Asset Excess Transfer from Operating Fund to Reserve Fund

      Whereas, the Operating Fund includes the funds used for ICANN's day-to-day operations and must contain enough funds to cover at a minimum ICANN's expected expenditures for three months.

      Whereas, periodically, any funds considered to be in excess should be transferred to the Reserve Fund.

      Whereas, ICANN organization has performed an analysis of the required levels of the Operating Fund and has determined that the balance of the Operating Fund as of 30 June 2019, based on the unaudited Financial Statements, contained excess funds.

      Whereas, this decision is consistent with the Reserve Fund Replenishment Policy adopted by the Board in October 2018.

      Resolved (2019.11.07.10), the Board authorizes the President and CEO, or his designee(s), to transfer US$3,000,000 from the Operating Fund to the Reserve Fund.

      Rationale for Resolution 2019.11.07.10

      As part of ICANN's Investment Policy, the Operating Fund at a level of funds to cover a minimum of three months of ICANN organization's operating expenses, and that any amount determined to be in excess can be transferred to the Reserve Fund.

      ICANN Organization has evaluated the Operating Fund at the end of FY19 on the basis of its unaudited Financial Statements, and has determined that excess funds of US$3,000,000 should be transferred to the Reserve Fund.

      This action is consistent with ICANN's mission and is in the public interest as it is important to ensure stability of ICANN organization in the way of a robust Reserve Fund in case use of a Reserve Fund becomes necessary.

      This action will not have a financial impact on ICANN, and 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.

    7. Investment Policy Updates

      Whereas, the Board Finance Committee (BFC) requested that an outside expert review the ICANN Investment Policy and New gTLD Investment Policy (the Investment Policies) to ensure it is appropriate for ICANN.

      Whereas, the outside expert completed a review of the ICANN Investment Policies and concluded that overall the Investment Policies continue to support well the conservative philosophy of ICANN's investment strategy.

      Whereas, the outside expert recommended that modifications be made to the Investment Policies that enhance and clarify some provisions, which do not change the overall investment strategy.

      Whereas, the BFC has evaluated and recommended the addition to the Investment Policies of Environmental, Social, & Governance (ESG) investment criteria that further enhance risk mitigation, and are consistent with ICANN's investment principles.

      Resolved (2019.11.07.11), the Board adopts the revised ICANN Investment Policies.

      Rationale for Resolution 2019.11.07.11

      In furtherance of its due diligence in regard to ICANN's Investment Policies the Board Finance Committee (BFC) requested ICANN organization to review the Policies. For this purpose, ICANN org engaged the services of an independent expert (Consultant). As a result of its review process, the Consultant recommended a few modifications to the Investment Policies, intended to: (i) update the policies to include language to add the Secured Overnight Financing Rate (SOFR) to the investment policies as a well-recognized money market index; and (ii) add Environmental, Social, & Governance (ESG) investment criteria. The ESG criteria meets the ICANN Investment Policies' parameters and recommended that it be added to the investment policies and that ESG would have comparable yield and performance.

      The Consultant presented the analysis and the suggested changes to the Investment Policies related to SOFR and ESG investment to the BFC during its meeting on 13 June 2019. The evaluation of ESG provided an overview of the benefits of ESG investment criteria and the specifics of the current investment managers. These proposed modifications to the Investment Policies will enable the investment manager to optimize the investment strategies in line with the Investment Policies.

      Adopting the suggested modifications is expected to be in the best interest of ICANN and the ICANN community in that it is meant to enhance and clarify certain aspects of ICANN's investment strategy while optimizing potential returns within acceptable risk parameters. This will support ICANN in meeting its mission, and in serving the public interest. This action is not expected to have any fiscal impact, or 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

    8. Appointment of Board member to ATRT3

      Whereas, under Section 4.6 of the Bylaws, the Board may appoint a Director or Liaison to serve as a member of the Accountability and Transparency Review Team.

      Whereas, in October 2018, the Board appointed Maarten Botterman to serve as a member of the third Accountability and Transparency Review Team (ATRT3).

      Whereas, since Maarten Botterman has been identified by the Board to serve as its new Chair after election at ICANN's Annual Meeting in November 2019, the Board has identified León Sánchez to replace Maarten Botterman as the Board appointed member of ATRT3.

      Whereas, the Board Governance Committee has recommended that the Board appoint León Sánchez as the Board appointed member of ATRT3.

      Resolved (2019.11.07.12), the Board hereby appoints León Sánchez to serve as the Board appointed member of ATRT3.

      Rationale for Resolution 2019.11.07.12

      The third Accountability and Transparency Review is currently underway. Under Section 4.6 of the Bylaws, the Board may appoint a Director or Liaison to serve as a member of the third Accountability and Transparency Review Team (ATRT3).

      In October 2018, the Board appointed Maarten Botterman to serve as a member of this important review team.

      Since Maarten Botterman has been identified by the Board to serve as its new Chair beginning immediately after the Annual Meeting in November 2019, the Board Governance Committee (BGC) has recommended that León Sánchez replace Maarten Botterman as the Board appointed member of ATRT3. The Board agrees.

      This Board action will not have any fiscal impact on ICANN that was not already contemplated and will not have a direct effect on security, stability or resiliency of the domain name system.

      The Board's action is consistent with ICANN's Mission to maintain and improve robust mechanisms for public input, accountability, and transparency so as to ensure that the outcomes of its decision-making reflect the public interest and that ICANN is accountable to all stakeholders. This action will serve the public interest by fulfilling ICANN's commitment to maintaining and improving its accountability and transparency and ensuring the Board also has input into this important review through its appointed member in accordance with the Bylaws.

      This decision is an Organizational Administrative Function that does not require public comment.

    9. Deferral of Compliance Enforcement of Thick WHOIS Consensus Policy

      Whereas, the ICANN Board of Directors adopted consensus policy recommendations of the GNSO Thick WHOIS Working Group regarding the use of Thick WHOIS by all gTLD registries on 7 February 2014, after the recommendations were approved by the GNSO Council. Recommendation #1 states that "The provision of Thick WHOIS services, with a consistent labeling and display as per the model outlined in specification 3 of the 2013 [Registrar Accreditation Agreement], should become a requirement for all gTLD registries, both existing and future."

      Whereas, the Thick WHOIS Transition Policy requires the respective registry operators for .com and .net (Verisign), and .jobs (Employ Media), to begin accepting "Thick" registration data from registrars for .com, .net, and .jobs names starting 30 November 2019; that all new domain name registrations be submitted to the registry as "Thick" by 31 May 2020; and all relevant registration data for existing domain names must be migrated from "Thin" to "Thick" by 30 November 2020.

      Whereas, in preparation to complete the deployment to accept "Thick" registration data, Verisign proposed amendments to the Registry-Registrar Agreements for .com and .net.

      Whereas, the Registrar Stakeholder Group expressed concerns about Verisign's proposed Registry-Registrar Agreement amendments based on issues relating to the European Union's General Data Protection Regulation, the processing of data, and new requirements and obligations imposed on the registrars.

      Whereas, ICANN org has facilitated discussions between Verisign and the Registrar Stakeholder Group to reach agreement on the proposed amendments to the Registry-Registrar Agreements to implement the Thick WHOIS Transition Policy.

      Whereas, Verisign and the Registrar Stakeholder Group are at an impasse and need additional time to reach agreement on the proposed amendments to the applicable Registry-Registrar Agreements to implement the Thick WHOIS Transition Policy.

      Whereas, on 29 July 2019 Verisign requested that ICANN org extend all compliance enforcement dates in the implementation plan for the Thick WHOIS Transition Policy by one year to coincide with the timeframe for the community to finalize a consensus policy to replace the Temporary Specification for gTLD Registration Data and for any corresponding implementation review and contractual modifications resulting from that Consensus Policy to be completed.

      Whereas, on 27 August 2019, the ICANN Board sent a letter to the Generic Names Supporting Organization (GNSO) Council requesting the GNSO Council provide its views on whether the ICANN Board should grant an additional deferral of compliance enforcement for the Thick WHOIS Transition Policy in consideration of the ongoing work by the Expedited Policy Development Process Team, the GNSO, and the gTLD Registration Data Policy Implementation Review Team.

      Whereas, on 20 September 2019, the GNSO Council replied to the ICANN Board acknowledging the Council is still in the process of developing a work plan to address the impacted policies and procedures and it is clear that the work by the gTLD Registration Data Policy Implementation Review Team and the Council will extend beyond the current transition milestones for the Thick WHOIS Transition Policy.

      Whereas, the deferred enforcement period will allow ICANN org and the community time to complete the gTLD Registration Data Policy, based on the Expedited Policy Development Process (EPDP) Team's recommendations adopted by the ICANN Board on 15 May 2019 and to consider its potential impact on other, relevant ICANN consensus policies, including the Thick WHOIS Transition Policy.

      Whereas, the deferred enforcement period will allow the contracted parties time to implement any changes to the Thick WHOIS Transition Policy to account for the potential impact of the gTLD Registration Data Policy.

      Whereas, the deferred enforcement period will allow the contracted parties time to complete the necessary Registry-Registrar Agreements based on the outcomes in the forthcoming gTLD Registration Data Policy and review by the GNSO Council.

      Resolved (2019.11.07.13), the President and CEO, or his designee(s), is authorized to defer compliance enforcement of the Thick WHOIS Transition Policy until all of the following have occurred:

      • the gTLD Registration Data Policy Implementation Review Team (IRT) completes its review and establishes an implementation timeline estimate of the Expedited Policy Development Process (EPDP) Team's recommendations as adopted by the ICANN Board on 15 May 2019;
      • ICANN org and the IRT provide the GNSO Council with the required information on the impacts of the EPDP Team's recommendations on existing policies and procedures (including the Thick WHOIS Transition policy), and
      • the GNSO Council makes a determination on whether to take action on updates to relevant policies and procedures (which could include additional policy work, guidance, or other actions to be determined) impacting the Thick WHOIS Transition Policy.

      Rationale for Resolution 2019.11.07.13

      This is the fifth deferral of the compliance enforcement of the Thick WHOIS Transition Policy. In March 2017, as part of its preparations to implement the Thick WHOIS Transition Policy, Verisign submitted its initial proposed Registry-Registrar Agreement (RRA) amendments for .com and .net to ICANN org for approval. Verisign stated that changes to the proposed amendments to the RRAs are required to have the legal framework necessary for acceptance of the registration data from registrars. The Registrar Stakeholder Group (RrSG) expressed concerns about agreeing to Verisign's proposed RRA amendments based on issues relating to the European Union's General Data Protection Regulation (GDPR), which was set to take effect on 25 May 2018. ICANN org followed the established RRA amendment procedure and consulted with Verisign and the RrSG to resolve the concerns. Following several discussions with all parties and without finding a resolution to the concerns raised, the RrSG wrote to ICANN org in August 2017 requesting an extension to the Thick WHOIS Transition Policy effective dates. On 27 October 2017, the ICANN Board passed a resolution to defer contractual compliance enforcement of the Thick WHOIS transition for 180 days and to provide Verisign, ICANN org, and the RrSG with more time to continue discussions in hopes of achieving a resolution on the proposed RRA amendments.

      On 13 April 2018, Verisign again wrote to ICANN org requesting an additional extension to the Thick WHOIS Transition Policy effective dates, stating that adhering to the implementation deadline for Thick WHOIS would not be "prudent as it would add complexity and risk to the community's work when the uncertainty about the collection, transfer, and data processing of WHOIS data is at its peak." On 13 May 2018, the Board adopted a resolution to defer compliance enforcement of the Thick WHOIS Transition Policy by an additional 180 days to allow ICANN org to continue to work with the relevant European authorities and the ICANN community to develop an interim model to understand and manage the complexity and risk of GDPR while adhering to the Thick WHOIS Transition Policy.

      On 17 May 2018, the ICANN Board adopted the proposed Temporary Specification for gTLD Registration Data as an interim measure to bring existing WHOIS obligations in line with requirements of GDPR. This also triggered the GNSO Council to undertake an expedited policy development process. The Expedited Policy Development Process (EPDP) Team was tasked with completing its work within 12 months of the implementation of the Temporary Specification, or May 2019.

      On 27 August 2018, Verisign submitted revised proposed amendments to the .com and .net RRAs. Verisign's revised proposed RRA amendments were intended to address the upcoming implementation of the Thick WHOIS Transition Policy and the requirements contained within ICANN's Temporary Specification for gTLD Registration Data. ICANN org again followed the established procedure for considering the proposed amendments, including a review by the RrSG.

      Verisign wrote to ICANN org on 21 September 2018 requesting an additional 12-month extension of the compliance enforcement dates for the Thick WHOIS Transition Policy. Verisign based its request on the ongoing work of the EPDP Team to formulate a consensus policy for registration data, adhering to the implementation deadlines for the Thick WHOIS Transition Policy, and migrating massive amounts of registration data associated with .com and .net before a permanent solution is in place would create significant complexity and risk. On 25 October 2018, the Board adopted a resolution to defer the compliance enforcement of the Thick WHOIS Transition Policy by an additional 180 days.

      On 22 February 2019, Verisign wrote to ICANN org requesting that ICANN org extend all compliance enforcement dates in the Thick WHOIS Transition Policy implementation plan by one year to coincide with the timeframe for the community to finalize a consensus policy to replace the Temporary Specification for gTLD Registration Data and for any corresponding implementation review and contractual modifications resulting from that consensus policy to be completed. On 4 March 2019, the GNSO Council voted to approve all of the policy recommendations in the EPDP Team's Final Report on the Temporary Specification for gTLD Registration Data. On 14 March 2019, the Board adopted a resolution to defer the compliance enforcement of the Thick WHOIS Transition Policy transition dates by an additional 180 days. On 15 May 2019, the ICANN Board adopted the GNSO Council Policy Recommendations for a new consensus policy on gTLD Registration Data as set forth in section 5 of the EPDP Final Report in accordance with Sections A and B of the report's attached scorecard titled "Scorecard: EPDP Phase 1 Recommendations."

      On 29 July 2019, Verisign wrote to ICANN org requesting that ICANN org extend all compliance enforcement dates in the implementation plan for the Thick WHOIS Transition Policy by one year to coincide with the timeframe for the community to finalize a Consensus Policy to replace the Temporary Specification for gTLD Registration Data and for any corresponding implementation review and contractual modifications resulting from that Consensus Policy to be completed.

      On 27 August 2019, the ICANN Board wrote to the GNSO Council seeking the Council's views as to whether the ICANN Board should grant an additional deferral of compliance enforcement for the Thick WHOIS Transition Policy in consideration of the ongoing work from the GNSO Council and the Registration Data Policy IRT to review the EPDP Team's recommendations and consider the new policy's potential impact on other, relevant ICANN consensus policies, including the Thick WHOIS Transition Policy. On 20 September 2019, the GNSO Council responded to the ICANN Board indicating the Council's intent to review the existing policies and procedures listed in the EPDP Team's recommendations, specifically Recommendation #27, which includes the Thick WHOIS Transition Policy, to begin the process of updating those policies and procedures to be consistent with the EPDP Team's recommendations. The Council indicated it expected the timeline to review the impacted policies and procedures would extend beyond the current Thick WHOIS Transition Policy milestones and the Council acknowledged the request to extend originated from a contracted party. As such, the Council stated that it is not within its purview to make the determination of whether or not to grant the deferral.

      The additional time will allow ICANN org and the community time to complete drafting of the gTLD Registration Data Policy based on the EPDP Team's recommendations as adopted by the ICANN Board on 15 May 2019 and to consider its potential impact on other, relevant ICANN consensus policies, including the Thick WHOIS Transition Policy. Following completion of the GNSO Council taking action on updates to relevant policies and procedures, which may include additional policy work, guidance, or other actions to be determined, inclusive of potential impacts to the Thick WHOIS Transition Policy, the contracted parties will need time to complete the necessary Registry-Registrar Agreements and to implement any changes to account for the potential impact of the gTLD Registration Data Policy on the Thick WHOIS Transition Policy.

      The table below details the history of the ICANN Board Resolutions and policy implementation dates.

      Implementation Dates per the Thick WHOIS Transition Policy

        Milestone Description RO must deploy an EPP and bulk transfer mechanism for registrars to begin migrating registration data All New Registrations must be "Thick Completion of Transition for Existing Registrations
      5 Proposed Timeline October 2019 Board Resolution TBD upon completion of Recommendation #27 review and subsequent actions from the review
      4 March 2019 Board Resolution 30-Nov-19 31-May-20 30-Nov-20
      3 October 2018 Board Resolution 31-May-19 30-Nov-19 31-May-20
      2 May 2018 Board Resolution 30-Nov-18 30-Apr-19 31-Jan-20
      1 October 2017 Board Resolution 28-May-18 28-Oct-18 31-Jul-19
        Original Consensus Policy Dates 1-Aug-17 1-May-18 1-Feb-19

      The Board is taking action at this time to authorize the ICANN org President and CEO to defer compliance enforcement of the Thick WHOIS Transition Policy until all of the following have occurred:

      • the gTLD Registration Data Policy Implementation Review Team (IRT) completes its review and establishes an implementation timeline estimate of the Expedited Policy Development Process (EPDP) Team's recommendations as adopted by the ICANN Board on 15 May 2019;
      • ICANN org and the IRT provide the GNSO Council with the required information on the impacts of the EPDP Team's recommendations on existing policies and procedures (including the Thick WHOIS Transition policy), and
      • the GNSO Council takes action on updates to relevant policies and procedures (which could include additional policy work, guidance, or other actions to be determined) impacting the Thick WHOIS Transition Policy.

      To the extent it makes sense to do so in light of the GNSO Council's work, the completion of the gTLD Registration Data Policy, ICANN org will continue to work with Verisign and the Registrars Stakeholder Group to facilitate discussions on the proposed RRA amendments.

      The Board's deliberations on this matter referenced several significant materials including:

      The Board's action is not anticipated to have a fiscal impact on ICANN org that is not already anticipated in the current budget. This resolution is an Organizational Administrative function for which no public comment is required. This action is in line with ICANN's mission and is in the public interest as it helps to ensure a consistent and coordinated implementation of policies in gTLDs.

    10. SSR2 Additional Funding

      Whereas, the work of the second Security, Stability, and Resiliency Review (SSR2) has encountered delays.

      Whereas, the funds originally budgeted to support SSR2 are insufficient to complete the work plan as prepared by the SSR2 review team.

      Whereas, the Board is fully committed to ensuring that all Bylaws-mandated reviews, including SSR2, are carried out appropriately and completely.

      Whereas, the Board desires to emphasize, as per its duty of care, that ICANN's resources need to be utilized with fiscal prudence and responsibility and requests the SSR2 team to work diligently according to its revised work plan and timeline so that the additional resources requested are sufficient to complete its work.

      Whereas, the Board Finance Committee has confirmed the affordability of the additional funding suggested necessary to complete SSR2 and has recommended that the Board approve the additional funding.

      Resolved (2019.11.07.14), the Board approves US$250,000 in additional funding for SSR2 and directs the President and CEO, or his designee(s), to provide the corresponding support necessary to complete the work of the SSR2.

      Rationale for Resolution 2019.11.07.14

      The performance and completion of the specific reviews defined in Article 4, Section 4.6 of the ICANN Bylaws is supported by ICANN org through the support of the review teams work from the inception of the review to Board action on the recommendations submitted by the review teams.

      The second Security, Stability, and Resiliency Review (SSR2) review team started its work in September 2017 and has consumed the original amount of funds budgeted for its work. As the work plan established by the review team requires more work and time, more expenses are expected and additional funding is required.

      The funding of reviews is included in ICANN's annual operating plan and budget as a matter of course, with standard amounts allocated on the basis of historical experience of supporting other reviews. The annual operating plan and budget is subject to consultation and public comment prior to Board adoption, and the Empowered Community has an opportunity to exercise its rejection power prior to the annual operating plan and budget coming into effect.

      Additional funding of SSR2, beyond the original amount approved through the annual operating plan and budget process, was requested by the SSR2 review team and submitted for Board approval on the Board Finance Committee's (BFC) recommendation. The Board also notes that the Board Caucus for SSR2 also met with the BFC and is in support of the BFC's recommendation. The Board agrees.

      This decision is in the public interest in that it allows for the completion of a Bylaws-mandated activity, the purpose of which is to contribute to ICANN's ability to fulfill its mission to maintain the security, stability and resiliency of the Internet's unique identifier systems. This action is expected to have a fiscal impact, and a positive impact on the security, stability and resiliency of the domain name system.

      This is an Organizational Administrative Function that does not require public comment.

    11. Amendment of the ASO MoU

      Whereas, Section 9.1 of the ICANN Bylaws establish the Address Supporting Organization (ASO) to advise the ICANN Board with respect to policy issues relating to the operation, assignment, and management of Internet addresses.

      Whereas, the Memorandum of Understanding (MoU) entered on 21 October 2004 between ICANN and the Number Resource Organization (NRO) establishes that the NRO shall fulfill the role, responsibilities, and functions of the ASO.

      Whereas, Article 4, Section 4.4 of the ICANN Bylaws calls for "periodic review of the performance and operation of each Supporting Organization … by an entity or entities independent of the organization under review."

      Whereas, the MoU stipulates that the "NRO shall provide its own review mechanisms" and in 2017 the NRO engaged ITEMS International to conduct the second organizational review of the ASO.

      Whereas, ITEMS International completed the second organizational review of the ASO in 2018 and made 18 recommendations to the NRO.

      Whereas, Recommendations 2 and 4 called for revisions to the ASO MoU to reflect editorial changes related to references to the ICANN Bylaws, the inclusion of the African Network Information Centre as a signatory, and the removal of Attachment B.

      Whereas, the ASO developed proposed revisions to the MoU for ICANN's consideration.

      Whereas, the ICANN Board, through its Organizational Effectiveness Committee, reviewed the proposed revisions.

      Whereas, the ICANN Bylaws, at Section 9.1(b), defines the ASO entity as that described in the 2004 MoU, and this section needs to be updated.

      Whereas, there are additional Bylaws changes anticipated as a result of the implementation of the recommendations from the ASO organizational review.

      Resolved (2019.11.07.15), the ICANN Board directs the ICANN President and CEO, or his designee(s), to enter into the updated MoU with the NRO.

      Resolved (2019.11.07.16), the ICANN Board directs the ICANN President and CEO, or his designee, to coordinate with the ASO to develop a proposed set of Bylaws changes as anticipated to implement the recommendations from the organizational review.

      Rationale for Resolutions 2019.11.07.15 – 2019.11.07.16

      The Board's acceptance of the updating of ICANN's MoU with the NRO is a necessary step in recognizing the evolution of its relationship with the NRO and the ASO, and in implementing the recommendations arising out of the most recent organizational review of the ASO, conducted pursuant to Article 4, Section 4.4 of the ICANN Bylaws.

      The proposed revisions to the MoU address multiple of the recommendations from the organizational review (https://www.nro.net/accountability/aso-and-icann-accountability/independent-aso-reviews/aso-review-2017/):

      • Recommendation 5, "Upon completion of every independent review of the ASO, the NRO and ICANN should initiate discussions, as per Article 9 of the MoU, to examine results and consequences of their cooperation. The parties should determine if the ASO has a continuing purpose within the ICANN structure, and re-evaluate the MoU accordingly."
      • Recommendation 2: "The NRO should consider updating the ASO MoU to reflect the fact that the appropriate section of the New ICANN Bylaws regarding Organizational Reviews is Section 4.4 (previously Article IV, Section 4)."
      • Recommendation 4: "The signatories of the ASO MoU should consider updates to the MoU including i) the addition of AFRINIC as a signatory, ii) the removal of Appendix B."
      • Part iii of Recommendation 4: "updates in connection with the responsibilities of the ASO as a Decisional Participant in the ICANN Empowered Community"
      • Recommendation 13: "The ASO MoU should be updated to reflect the new reality of the Empowered Community and specify that the roles and responsibilities within the ASO must be clearly defined"

      While Recommendations 4 and 13 were not fully accepted by the NRO, as the NRO was concerned about duplication of the ICANN Bylaws, the MoU is updated to reflect the new powers that the ASO holds as part of the Empowered Community as it relates to the selection and removal of ICANN Board directors, as the MoU already addressed the Board selection role.

      There will be additional areas where the ICANN Board will be asked to take decisions on items arising out of the ASO organizational review, particularly regarding amendments to the ICANN Bylaws. One of those amendments is expected to be an updating of the reference to the 2004 MoU that is currently within the Bylaws. The Board looks forward to receiving a unified package of all proposed Bylaws amendments needed to implement the recommendations from the organizational review.

      This action is not anticipated to have any fiscal impact or any impact on the security, stability or resiliency of the Internet's DNS. This action is within the mission of ICANN and serves the public interest as it supports ICANN's identified role in the coordination of the allocation and assignment of IP numbers and facilitation of development of global number registry policies.

      This is an Organizational Administrative function for which public comment is not required.

    12. Acknowledgment of Third At-Large Summit

      Whereas, the Third At-Large Summit (ATLAS III) was held during ICANN66 in Montreal, Canada between 4 November and 7 November 2019.

      Whereas, ATLAS III built on both ATLAS II held at ICANN50 in London, United Kingdom in June 2014 as well as the first summit organized in March 2009 at ICANN34 in Mexico.

      Whereas, the At-Large community continues the Summit's spirit of engagement and nurturing the abilities of future leaders of At-Large to become change agents within their Regional At-Large Organizations (RALOs) through a set of post-ATLAS III implementation activities.

      Resolved (2019.11.07.17), the Board extends its congratulations on the successful Summit held during ICANN66 in Montreal.

      Resolved (2019.11.07.18), the Board affirms the significance of the ATLAS III meeting and its outcomes as valuable input from the At-Large community of individual Internet users towards strengthening ICANN.

      Resolved (2019.11.07.19), the Board expresses its great appreciation for the tremendous effort made by the At-Large community in delivering the Third At-Large Summit and the post-ATLAS III implementation activities.

      Resolved (2019.11.07.20), the Board looks forward to following up with the ALAC on any inputs that are provided to the Board resulting from the Third At-Large Summit and post-ATLAS III implementation activities.

      Rationale for Resolutions 2019.11.07.17 – 2019.11.07.20

      The Third At-Large Summit (ATLAS III), which was made possible by the Board approving funds for the event, is an assembly of future At-Large Ambassadors, focused on developing and nurturing potential thought leaders and change agents who will implement what has resulted from the At-Large Review Process, namely, more effective participation of At-Large members in the policy advice process.

      A Board Resolution acknowledging the significant effort, including over 12 months of planning that went into the development and implementation of ATLAS III, will have positive community impacts. The ATLAS III Organizing Committee, ATLAS III Program Working Group, ATLAS III Leadership Development Team, ATLAS III Selection Committee, ATLAS III participants, At-Large Leadership, and other members of the At-Large community would welcome Board acknowledgement and thanks for a successful ATLAS III.

      The At-Large community will begin work on a number of Post-ATLAS III implementation activities immediately following the close of the Third At-Large Summit. The Post-ATLAS III implementation will take the place of a formal Declaration such as was submitted at the two previous At-Large Summits.

      There is no anticipated fiscal impact from this decision, and there will be no impact on the security, stability and resiliency of the domain name system as a result of this action.

      This is an Organizational Administrative Function for which public comment is not required.

    13. SSAC Member Reappointments

      Whereas, Article 12, Section 12.2, Subsection (b) of the Bylaws governs the Security and Stability Advisory Committee (SSAC).

      Whereas, the Board, in 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, in 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 February 2019, the SSAC Membership Committee initiated an annual review of SSAC members whose terms are ending 31 December 2019 and submitted to the SSAC its recommendations for reappointments.

      Whereas, on 1 August 2019, the SSAC members approved the reappointments.

      Whereas, the SSAC recommends that the Board reappoint the following SSAC members to three-year terms: Joe Abley, Jeff Bedser, Ben Butler, Paul Ebersman, Cristian Hesselman, Merike Käo, Warren Kumari, Jacques Latour, John Levine, Danny McPherson, and Tara Whalen.

      Resolved (2019.11.07.21), the Board accepts the recommendation of the SSAC and reappoints the following SSAC members to three-year terms beginning 1 January 2020 and ending 31 December 2022: Joe Abley, Jeff Bedser, Ben Butler, Paul Ebersman, Cristian Hesselman, Merike Käo, Warren Kumari, Jacques Latour, John Levine, Danny McPherson, and Tara Whalen.

      Rationale for Resolution 2019.11.07.21

      The SSAC is a diverse group of individuals whose expertise in specific subject matters enables the SSAC to fulfil 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.

      This resolution is an Organizational Administrative function for which no public comment is required. The appointment of SSAC members is in the public interest and in furtherance of ICANN's mission as it contributes to the commitment of the ICANN to strengthen the security, stability, and resiliency of the DNS.

    14. Thank You to Community Members

      Whereas, ICANN wishes to acknowledge the considerable effort, skills, and time that members of the stakeholder community contribute to ICANN.

      Whereas, in recognition of these contributions, ICANN wishes to express appreciation for and thank members of the community when their terms of service end in relation to our Supporting Organizations, Advisory Committees, the Customer Standing Committee, and the Nominating Committee.

      Whereas, the following members of the Address Supporting Organization are concluding their terms of service:

      • Fiona Asonga, Address Supporting Organization Address Councilor
      • Hartmut Glaser, Address Supporting Organization Address Councilor
      • Henri Kasyfi Soemartono, Address Supporting Organization Address Councilor

      Resolved (2019.11.07.22), Fiona Asonga, Hartmut Glaser, and Henri Kasyfi Soemartono have earned the deep appreciation of the ICANN Board of Directors for their terms of service, and the ICANN Board of Directors wishes them well in their future endeavors within the ICANN community and beyond.

      Whereas, the following members of the County Code Names Supporting Organization are concluding their terms of service:

      • Debbie Monahan, County Code Names Supporting Organization Councilor
      • Abibu Ntahigiye, County Code Names Supporting Organization Councilor
      • Peter Vergote, County Code Names Supporting Organization Councilor
      • Jian Zhang, County Code Names Supporting Organization Councilor

      Resolved (2019.11.07.23), Debbie Monahan, Abibu Nthahigiye, Peter Vergote, and Jian Zhang have earned the deep appreciation of the ICANN Board of Directors for their terms of service. The ICANN Board of Directors wishes them well in their future endeavors within the ICANN community and beyond.

      Whereas, the following members of the Generic Names Supporting Organization are concluding their terms of service:

      • Ayden Férdeline, Generic Names Supporting Organization Councilor
      • Carlos Raúl Guitérrez, Generic Names Supporting Organization Councilor
      • Tony Harris, Generic Names Supporting Organization Councilor
      • Tony Holmes, Internet Service Providers and Connectivity Providers Constituency Vice Chair
      • Rubens Kuhl, Generic Names Supporting Organization Councilor
      • Kiran Malancharuvil, Intellectual Property Constituency Secretary
      • John McElwaine, Intellectual Property Constituency Treasurer
      • Paul McGrady, Generic Names Supporting Organization Councilor
      • Syed Ismail Shah, Generic Names Supporting Organization Councilor
      • Arsène Tungali, Generic Names Supporting Organization Councilor
      • Brian Winterfeldt, Intellectual Property Constituency President

      Resolved (2019.11.07.24), Ayden Férdeline, Carlos Raúl Guitérrez, Tony Harris, Tony Holmes, Rubens Kuhl, Kiran Malancharuvil, John McElwaine, Paul McGrady, Arsène Tungali, Syed Ismail Shah, and Brian Winterfeldt have earned the deep appreciation of the ICANN Board of Directors for their terms of service. The ICANN Board of Directors wishes them well in their future endeavors within the ICANN community and beyond.

      Whereas, the following members of the At-Large community are concluding their terms of service:

      • Sébastien Bachollet, At-Large Advisory Committee Member
      • Olawale Bakare, European Regional At-Large Organization Secretary
      • Olivier Crépin-Leblond, European Regional At-Large Organization Chair
      • Mohamed El Bashir, African Regional At-Large Organization Chair
      • Hadia El Miniawi, At-Large Advisory Committee Member
      • Ricardo Holmquist, At-Large Advisory Committee Member
      • Kaili Kan, At-Large Advisory Committee Member
      • John Laprise, At-Large Advisory Committee Vice Chair
      • Glenn McKnight, North American Regional At-Large Organization Secretary
      • Bartlett Morgan, At-Large Advisory Committee Member
      • Seun Ojedeji, At-Large Advisory Committee Member
      • Fatimata Seye Sylla, African Regional At-Large Organization Vice Chair

      Resolved (2019.11.07.25), Sébastien Bachollet, Olawale Bakare, Olivier Crépin-Leblond, Mohamed El Bashir, Hadia El Miniawi, Ricardo Holmquist, Kaili Kan, John Laprise, Glenn McKnight, Bartlett Morgan, Seun Ojedeji, and Fatimata Seye Sylla have earned the deep appreciation of the ICANN Board of Directors for their terms of service, and the ICANN Board of Directors wishes them well in their future endeavors within the ICANN community and beyond.

      Whereas, the following members of the Governmental Advisory Committee are concluding their term of service:

      • Ghislain de Salins, Governmental Advisory Committee Vice Chair
      • Guo Feng, Governmental Advisory Committee Vice Chair
      • Thiago Jardim, Governmental Advisory Committee Vice Chair

      Resolved (2019.11.07.26), Ghislain de Salins, Guo Feng, and Thiago Jardim have earned the deep appreciation of the ICANN Board of Directors for their terms of service, and the ICANN Board of Directors wishes them well in their future endeavors within the ICANN community and beyond.

      Whereas, the following member of the Root Server System Advisory Committee is concluding his term of service:

      • Brad Verd, Root Server System Advisory Committee Co-Chair

      Resolved (2019.11.07.27), Brad Verd has earned the deep appreciation of the ICANN Board of Directors for his term of service, and the ICANN Board of Directors wishes him well in his future endeavors within the ICANN community and beyond.

      Whereas, the following members of the Security and Stability Advisory Committee are concluding their terms of service:

      • Don Blumenthal, Security and Stability Advisory Committee Member (in memoriam)
      • Jay Daley, Security and Stability Advisory Committee Member
      • Xiaodong Lee, Security and Stability Advisory Committee Member
      • Carlos Martinez-Cagnazzo, Security and Stability Advisory Committee Member

      Resolved (2019.11.07.28), Don Blumenthal, Jay Daley, Xiaodong Lee, and Carlos Martinez-Cagnazzo have earned the deep appreciation of the ICANN Board of Directors for their terms of service. The ICANN Board of Directors wishes Jay, Xiaodong, and Carlos well in their future endeavors within the ICANN community and beyond. The ICANN Board of Directors also joins the community in offering our condolences to his family on the passing of Don Blumenthal, who was an active member of the ICANN community for many years.

      Whereas, the following members of the Customer Standing Committee are concluding their terms of service:

      • Jeff Bedser, Customer Standing Committee Member
      • Byron Holland, Customer Standing Committee Chair
      • Elaine Pruis, Customer Standing Committee Vice Chair

      Resolved (2019.11.07.29), Jeff Bedser, Byron Holland, and Elaine Pruis have earned the deep appreciation of the ICANN Board of Directors for their terms of service, and the ICANN Board of Directors wishes them well in their future endeavors within the ICANN community and beyond.

      Whereas, the following members of the Nominating Committee are concluding their terms of service:

      • Alejandro Acosta, Nominating Committee Member
      • Nadira Alaraj, Nominating Committee Member
      • Alain Bidron, Nominating Committee Member
      • Jonathan Cohen, Nominating Committee Member
      • Anriette Esterhuysen, Nominating Committee Member
      • Robert Guerra, Nominating Committee Member
      • Aziz Hilali, Nominating Committee Member
      • Brajesh Jain, Nominating Committee Member
      • Zahid Jamil, Nominating Committee Associate Chair
      • Cheryl Miller, Nominating Committee Chair-Elect
      • Jon Nevett, Nominating Committee Member
      • Pablo Rodriguez, Nominating Committee Member
      • Leah Symekher, Nominating Committee Member

      Resolved (2019.11.07.30), Alejandro Acosta, Nadira Alaraj, Alain Bidron, Jonathan Cohen, Anriette Esterhuysen, Robert Guerra, Aziz Hilali, Brajesh Jain, Zahid Jamil, Cheryl Miller, Jon Nevett, Pablo Rodriguez, and Leah Symekher have earned the deep appreciation of the ICANN Board of Directors for their terms of service, and the ICANN Board of Directors wishes them well in their future endeavors within the ICANN community and beyond.

    15. Thank You to Local Host of ICANN66 Meeting

      The Board wishes to extend its thanks to Mr. Martin Aube, General Manager, Industries Development, Ministry of Economy and Innovation, Quebec Government; Lisa Setlakwe, Senior Assistant Deputy Minister, Strategy and Innovation Policy Sector at the Department of Innovation, Science and Economic Development, Government of Canada; Louis Houle, Chairman of the ICANN66 Local Host Committee; and the ICANN66 local host committee members, .quebec, UQBM, Cyberjustice Laboratory and CORE for their great support.

    16. Thank you to Sponsors of ICANN66 Meeting

      The Board wishes to thank the following sponsors of ICANN66: Openface, Verisign, Public Interest Registry, CIRA, Afilias plc, CentralNic, Neustar, Shortdot sa, PlanetHoster, Radix and CIIDRC.

    17. Thank you to Interpreters, Staff, Event and Hotel Teams of ICANN 66 Meeting

      The Board expresses its deepest appreciation to the scribes, interpreters, audiovisual team, technical teams, and the entire ICANN staff for their efforts in facilitating the smooth operation of ICANN66. The Board would also like to thank the management and staff of the Palais des congrès de Montréal for providing a wonderful facility to hold this event. Special thanks are extended to Palais des congrès de Montréal team, Marc-André Gemme, Karine Plamondon, Nathalie Léger, François-Guillaume Granger, Simon Harris, Jean-Pierre Rochefort, and Réjean Roy; as well as Jerome Poulin, Didier Vacher, Hakim Frahl, Jonathan Provost, Guillaune Bucher, and Simon Devost-Dulude from Capital Traiteur Montréal Inc.; Eric Gagne and Jean-Francois Comtois-Bergevin from Freeman Audio Visual Canada; and Kim Blackburn and Sybille Brault from Tourism Montréal for providing a wonderful facility to hold this event.

    All members of the Board present voted in favor of Resolutions 2019.11.07.01, 2019.11.07.02 – 2019.11.07.03, 2019.11.07.04 – 2019.11.07.05, 2019.11.07.06 – 2019.11.07.07, 2019.11.07.08 – 2019.11.07.09, 2019.11.07.10, 2019.11.07.11, 2019.11.07.12, 2019.11.07.13, 2019.11.07.14, 2019.11.07.15 – 2019.11.07.16, 2019.11.07.17 – 2019.11.07.20, 2019.11.07.21, 2019.11.07.22, 2019.11.07.23, 2019.11.07.24, 2019.11.07.25, 2019.11.07.26, 2019.11.07.27, 2019.11.07.28, 2019.11.07.29, and 2019.11.07.30. The Resolutions carried.

  2. Main Agenda:

    1. Transfer of the .TZ (Tanzania) top-level domain to the Tanzania Communications Regulatory Authority

      Chris Disspain introduced the agenda item and explained that the Board's role in the process for deleting ccTLDs is to confirm that IANA has followed proper procedures.

      After discussion, Chris Disspain moved and Nigel Roberts seconded the proposed resolution. The Board took the following action:

      Resolved (2019.11.07.31), as part of the exercise of its responsibilities under the IANA Naming Function Contract with ICANN, IANA has reviewed and evaluated the request to transfer the .TZ top-level domain to the Tanzania Communications Regulatory Authority. The documentation demonstrates that the proper procedures were followed in evaluating the request.

      All members of the Board present voted in favor of Resolution 2019.11.07.31. The Resolution carried.

      Rationale for Resolution 2019.11.07.31

      Why the Board is addressing the issue now?

      In accordance with the IANA Naming Function Contract, PTI in the performance of the IANA Naming Function (IANA) has evaluated a request for ccTLD transfer and is presenting its report to the Board for review. This review by the Board is intended to ensure that the proper procedures were followed.

      What is the proposal being considered?

      The proposal is to approve a request to transfer the .TZ top-level domain and assign the role of manager to the Tanzania Communications Regulatory Authority.

      Which stakeholders or others were consulted?

      In the course of evaluating this transfer application, IANA consulted with the applicant and other significantly interested parties. As part of the application process, the applicant needs to describe consultations that were performed within the country concerning the ccTLD, and their applicability to their local Internet community.

      What concerns or issues were raised by the community?

      IANA is not aware of any significant issues or concerns raised by the community in relation to this request.

      What significant materials did the Board review?

      [REDACTED - Sensitive Delegation Materials]

      What factors the Board found to be significant?

      The Board did not identify any specific factors of concern with this request.

      Are there positive or negative community impacts?

      The timely approval of country-code domain name managers that meet the various public interest criteria is positive toward ICANN's overall mission, the local communities to which country-code top-level domains are designated to serve, and responsive to obligations under the IANA Naming Function Contract.

      Are there financial impacts or ramifications on ICANN (strategic plan, operating plan, budget); the community; and/or the public?

      The administration of country-code delegations in the DNS root zone is part of the IANA functions, and the delegation action should not cause any significant variance on pre-planned expenditure. It is not the role of ICANN to assess the financial impact of the internal operations of country-code top-level domains within a country.

      Are there any security, stability or resiliency issues relating to the DNS?

      ICANN does not believe this request poses any notable risks to security, stability or resiliency. This is an Organizational Administrative Function not requiring public comment.

    2. Independent Review of the NomCom Detailed Implementation Plan

      Avri Doria introduced the agenda item. She explained that the ICANN Bylaws requires a review of all of the Supporting Organizations, Advisory Committees, and the Nominating Committee (NomCom). Avri reported that the NomCom review was conducted by an independent examiner, who produced a final report of recommendations in June 2018. At the same time, the NomCom Review Implementation Planning Team provided the Board with a feasibility assessment and initial implementation plan. The NomCom Review Implementation Planning Team subsequently developed a detailed implementation plan and presented it to the Board for consideration. Avri explained that the Board's proposed action is to accept the detailed implementation plan and to direct that work commence according to the plan. She thanked the NomCom Review Implementation Planning Team for their efforts to get to this point of the process.

      After discussion, Avri Doria moved and León Sánchez seconded the proposed resolutions. The Board took the following action:

      Whereas, ICANN Bylaws Article IV, Section 4.4 calls on the ICANN Board to "cause a periodic review of the performance and operation of each Supporting Organization, each Supporting Organization Council, each Advisory Committee (other than the Governmental Advisory Committee), and the Nominating Committee (NomCom) by an entity or entities independent of the organization under review. The goal of the review, to be undertaken pursuant to such criteria and standards as the Board shall direct, shall be to determine (i) whether that organization has a continuing purpose in the ICANN structure, and (ii) if so, whether any change in structure or operations is desirable to improve its effectiveness."

      Whereas, the independent examiner of the second NomCom Review produced a Final Report in June 2018. That report was received by the Board in March 2019, and at the same time the Board accepted the NomCom Review Implementation Planning Team's Feasibility Assessment and Initial Implementation Plan.

      Whereas, in response to that March 2019 resolution, the NomCom Review Implementation Working Group was created. That Working Group developed and approved with full consensus the NomCom Review Detailed Implementation Plan on 3 September 2018.

      Resolved (2019.11.07.32), the Board acknowledges the NomCom Review Implementation Working Group's work and thanks the members of that Group for their efforts.

      Resolved (2019.11.07.33), the Board accepts the NomCom Review Detailed Implementation Plan, including the implementation approach contained within.

      Resolved (2019.11.07.34), the Board directs the NomCom Review Implementation Working Group to commence implementation, in accordance with the NomCom Review Detailed Implementation Plan and to provide updates to the Organizational Effectiveness Committee of the ICANN Board (OEC) through six-monthly written implementation reports on progress, including, but not limited to, progress toward metrics and use of allocated budget. It is during these updates that the NomCom Review Implementation Working Group shall provide, if necessary, more details on the measurability of implementation progress including resource needs and budgetary implications. The Board, through the OEC will review those detailed plans when released.

      Resolved (2019.11.07.35), that any budgetary implications of the second NomCom Review implementation shall be considered as part of the applicable annual budgeting processes.

      All members of the Board present voted in favor of Resolutions 2019.11.07.32 – 2019.11.07.35. The Resolutions carried.

      Rationale for Resolution 2019.11.07.32 – 2019.11.07.35

      Why is the Board addressing the issue?

      To ensure ICANN's multistakeholder model remains transparent and accountable, and to improve its performance, the ICANN Bylaws mandate independent reviews of each Supporting Organization, each Supporting Organization Council, each Advisory Committee (other than the Governmental Advisory Committee), and the Nominating Committee, as detailed in Article IV, Section 4.4 of the ICANN Bylaws. The independent examiner conducting the NomCom Review produced a final report that was published in June 2018. Based on its detailed review of the independent examiner's findings and recommendations, the NomCom Implementation Planning Team prepared a Feasibility Assessment and Initial Implementation Plan (Implementation Plan), adopted with full consensus on 14 December 2018. Subsequently, the NomCom Review Implementation Planning Team convened a working group that drafted and submitted on 13 September 2019 the NomCom Review Detailed Implementation Plan.

      The NomCom Review recommendations as noted in the NomCom Review Detailed Implementation Plan have the potential to advance ICANN's and the NomCom's effectiveness, transparency and accountability objectives and have been considered carefully by the Board's Organizational Effectiveness Committee as well as by the full Board.

      The Board resolution will have a positive impact on ICANN as it reinforces ICANN's commitment to maintaining and improving its accountability, transparency and organizational effectiveness throughout the implementation process.

      Why is the Board addressing the issue?

      This resolution moves the NomCom Review into the implementation phase. Following the assessment of the Plan and the feedback from the OEC, the Board is now in a position to consider the NomCom Review Detailed Implementation Plan and instruct the NomCom Review Implementation Working Group to commence the implementation process as set out in the Plan. This step is an important part of the Organizational Review process of checks and balances, to ensure that the Board-accepted recommendations will be implemented, while being mindful of all relevant resources constraints.

      What is the proposal being considered?

      The proposal the Board is considering is the Organizational Effectiveness Committee's recommendation of the adoption of the NomCom Review Implementation Plan, drafted and adopted by the NomCom Review Implementation Working Group.

      Which stakeholders or others were consulted?

      The Chair and Vice-Chairs of the NomCom Review Implementation Working Group contacted community leaders to invite feedback on the implementation process of the 27 recommendations. Community feedback informed the NomCom Review Implementation Working Group's drafting of the NomCom Review Detailed Implementation Plan. The NomCom Review Implementation Working Group also conducted a community-wide webinar in the run-up to ICANN65 to provide an update to the Community on the NomCom Review Implementation Working Groups' work and solicit feedback.

      What concerns, or issues were raised by the community?

      The NomCom Review Implementation Working Group received community input on Recommendations 10 (ten), 14 (fourteen), sixteen (16), twenty-four (24), twenty-five (25) and twenty-seven (27) The input provided was mostly on the desired outcome of implementation, rather than the processes the NomCom Review Implementation Working Group should use to implement the recommendations. While community views on the implementation process varied in some cases, the feedback helpfully informed the NomCom Review Implementation Working Group's work. Community feedback on implementation outcome did not feed into the Plan but the NomCom Review Implementation Working Group has kept a record of all input, including on desired implementation outcome, and it will inform the Group's work during the implementation process.

      What significant materials did the Board review?

      The Board reviewed the NomCom Review Detailed Implementation Plan, as adopted by the NomCom Review Implementation Working Group. The Board had previously considered the relevant Bylaws provisions, the independent examiner's final report, the NomCom Review Implementation Planning Team's Feasibility Assessment and Initial Implementation Plan, and community feedback on the independent examiner's assessment report and draft final report, and took onboard the OEC's considerations in making this recommendation.

      Are there fiscal impacts or ramifications on ICANN, the Community, and/or the Public (strategic plan, operating plan, or budget)?

      This Board action will have some fiscal implications and this resolution does not authorize any specific funding for those implementation efforts. As detailed in the Plan, implementation of some recommendations is dependent on successful future budget requests, and the Plan outlines which recommendations are impacted as well as the need to make budget requests during future ICANN budget cycles.

      How is this action within ICANN's mission and what is the public interest served in this action?

      The Board's action is consistent with ICANN's Mission and its commitment pursuant to Section 4.4 of the Bylaws to ensure ICANN's multistakeholder model remains transparent and accountable, and to improve the performance of its supporting organizations and advisory committees.

      This action will serve the public interest by contributing to the fulfillment of ICANN's commitment to maintaining and improving its accountability and transparency.

      Are there any security, stability or resiliency issues relating to the DNS?

      This Board action is not expected to have a direct effect on security, stability or resiliency issues relating to the DNS.

      Is public comment required prior to Board action?

      The independent examiner's draft final report was published for public comment. A status update on the work of the NomComRIWG was provided during a webinar prior to ICANN65, and Chair and Vice-Chairs of the NomCom Review Implementation Working Group contacted SO/ACs chairs and received feedback on implementation of the 27 recommendations, which informed the drafting of their NomCom Review Detailed Implementation Plan. No additional public comment prior to Board action is required.

    3. CCWG-Accountability WS2 – Final Report

      Avri Doria introduced the agenda item and read the proposed resolutions being considered by the Board. She thanked the WS2 implementation team for its hard work and dedication to get to this place.

      León Sánchez expressed his appreciation to the community and thanked the members of the implementation team for their diligent efforts. He encouraged ICANN org and the community to commence implementing the recommendations in an effort to continue to transform ICANN organization. The Chair also thanked the community for their efforts and commended the Board members on the proposed resolution.

      After discussion, Avri Doria moved and Matthew Shears seconded the proposed resolutions. The Board took the following action:

      Whereas, on 14 March 2014, the National Telecommunications and Information Administration of the United States Department of Commerce (NTIA) announced its intention to transition the stewardship of the IANA Functions to the global multistakeholder community.

      Whereas, NTIA required that the transition proposal must have broad community support and uphold the following principles:

      • Support and enhance the multistakeholder model;
      • Maintain the security, stability, and resiliency of the Internet DNS;
      • Meet the needs and expectation of the global customers and partners of the IANA services;
      • Maintain the openness of the Internet; and
      • Not result in ICANN becoming a government-led or an inter-governmental organization.

      Whereas, on 9 November 2018, the CCWG-Accountability WS2 Co-Chairs submitted the WS2 Final Report (https://www.icann.org/en/system/files/files/ccwg-acct-ws2-final-24jun18-en.pdf) to the Board upon Chartering Organizations approval.

      Whereas, ICANN is obligated under Section 27 of the Bylaws to consider the consensus-based WS2 recommendations with the same process as developed for the recommendations from WS1 of the CCWG-Accountability, and may only reject the recommendations that it deems are not in the global public interest. The recommendations must meet the NTIA principles as set out in Section 27.1(c).

      Whereas, the recommendations contained in the WS2 Final Report are directed to the ICANN Board, ICANN org and the ICANN community.

      Whereas, the WS2 recommendations directed to the ICANN community are for the community to implement, with support as needed from ICANN org.

      Whereas, the community's prioritization and staging of the WS2 recommendations for implementation will be facilitated through the budgeting and planning processes.

      Whereas, the WS2 Implementation Team informed the Board that a public consultation was not needed for the WS2 Implementation Assessment Report.

      Resolved (2019.11.07.36), the Board thanks the members of the CCWG-WS2 for their dedication and over two years of work to achieve the WS2 Final Report and its consensus recommendations.

      Resolved (2019.11.07.37), the Board adopts each of the consensus recommendations contained within the WS2 Final Report.

      Resolved (2019.11.07.38), the Board directs the ICANN President and CEO, or his designee(s), to proceed to implementation of the WS2 recommendations, including the considerations identified in the WS2 Implementation Assessment Report.

      Resolved (2019.11.07.39), the ICANN Board directs the ICANN President and CEO, or his designee(s), to start implementation on those recommendations provided in the WS2 Final Report that are possible to move forward without waiting for a budgeting cycle. This includes providing support as available to the ICANN community for those parts of the WS2 recommendations that are community driven in implementation. As much as possible, work should begin upon adoption of the WS2 recommendations.

      Resolved (2019.11.07.40), the Board directs the ICANN President and CEO, or his designee(s), to provide regular implementation status reports to the Board, as committed in the WS2 Implementation Assessment Report.

      Resolved (2019.11.07.41), for all WS2 recommendations that are identified for the ICANN community, the Board directs the ICANN President and CEO, or his designee(s), to notify the relevant community groups of their adoption. The Board requests that all parts of the ICANN community that are responsible for implementation of recommendations participate in reaching a successful implementation.

      All members of the Board present voted in favor of Resolutions 2019.11.07.36 – 2019.11.07.41. The Resolutions carried.

      Rationale for Resolutions 2019.11.07.36 – 2019.11.07.41

      Why is the Board addressing this issue?

      During the development of the proposals for the IANA Stewardship Transition, the ICANN community divided the work of the Cross Community Working Group on Enhancing ICANN Accountability into two phases. The first work stream (WS1) concluded in 2016 and developed consensus recommendations on accountability enhancements to take place before the IANA Stewardship Transition. The community also agreed to conduct a work stream (Work Stream 2, or WS2) through which the CCWG-ACCT would remain in place and develop recommendations for accountability topics for which a timeline for developing solutions and full implementation was not required for the successful IANA Stewardship Transition. The ICANN Board committed to consideration of the WS2 recommendations through Article 27 of the ICANN Bylaws. Today's action is the culmination of the CCWG-ACCT effort and in alignment with the Board's commitments from 2016.

      In July 2018, WS2 submitted to the Chartering Organizations its Final Report containing consensus recommendations and implementation guidance to four of those recommendations. Upon approval by the Chartering Organizations, CCWG-ACCT Co-Chairs submitted the WS2 Final Report to the Board in November 2018.

      Upon submission of the WS2 Final Report, ICANN org prepared the WS2 Implementation Assessment Report outlining the recommendations and considerations of effort required from the community, ICANN org and Board in the implementation of the WS2 recommendations. This implementation feasibility assessment report also notes the roles, responsibilities, and resourcing considerations for the implementation of the WS2 recommendations.

      The WS2 Implementation Assessment Report was discussed with the WS2 Implementation Team, comprised of the Co-Chairs and the rapporteurs for the WS2 Subgroups, and their input and clarifications informed the final report. The WS2 Implementation Team urged the Board to move forward to approval and directing implementation of the recommendations, as opposed to putting the WS2 Implementation Assessment Report out for comment and inputs on prioritization. The Board is supportive of moving forward to implementation, but also notes that prioritization as among the many WS2 recommendations and in light of the other work facing the ICANN community and org, is still a necessary and essential conversation.

      As noted in the WS2 Implementation Assessment Report, while the community's prioritization and staging of recommendations for implementation will be facilitated through the budgeting and planning processes, the ICANN Board expects that ICANN org will start implementation on those recommendations provided in the WS2 Final Report that are possible to move forward without waiting for a budgeting cycle.

      ICANN org is also expected to provide support as available to the ICANN community for those parts of the WS2 recommendations that are community driven in implementation. As much as possible, work should begin upon adoption of the WS2 Final Report.

      The tracking of WS2 implementation will be reported regularly to the Board and Community.

      Why is the proposal being considered?

      The WS2 Final Report contains over 100 consensus-based recommendations that encompass the following topics: Diversity, Guidelines for Good Faith Conduct, Human Rights, Jurisdiction, Improving the ICANN Office of the Ombuds, SO/AC Accountability, Staff Accountability, and Transparency. Each of these topics contains specific accountability and transparency recommendations directed at ICANN org, the community and the Board to implement. Over 30 of the recommendations are for the ICANN community to implement, and the org and Board are only in a support role to those efforts.

      WS2 recommendations must follow the five principles that NTIA set out for the transition:

      • Support and enhance the multistakeholder model;
      • Maintain the security, stability, and resiliency of the Internet DNS;
      • Meet the needs and expectations of the global customers and partners of the IANA services;
      • Maintain the openness of the Internet; and,
      • Not result in ICANN becoming a government-led or an inter-governmental organization.

      There are no recommendations within the report that contradict any of these principles. The recommendations do not impact the security, stability and resiliency of the Internet DNS, impact the provision of the IANA service, impact the openness of the Internet, or open any possibility for ICANN to become a government-led or inter-governmental organization. On the whole, the recommendations are drafted in a manner that supports and enhances the multistakeholder model through building in multiple levels of accountability in the important issues addressed. As such, the NTIA principles are satisfied and the recommendations are appropriate to proceed.

      The Board notes that the WS2 recommendations directed at ICANN org should commence implementation as soon as it is feasible within the parameters of the annual budget and operating plan. The Board acknowledges that there are recommendations that have been directed to the Board that are not within the Board's power to direct an outcome as the implementation resides with the community. As the chartering organizations have approved the WS2 Final Report it is anticipated that the community will implement the WS2 recommendations that have been directed to them to implement.

      The Board expects that each recommendation will be adopted and directed for implementation, and as that implementation proceeds, the Board expects ICANN org to provide regular implementation updates for the community and the Board. The Board also expects that as clarifications are needed on whether the implementation work is meeting the intention of the recommendations, that ICANN org works closely with the WS2-IT as needed. The Board expects that as ICANN org will identify which items are ready to proceed directly to implementation, and that the remainder of the items will be identified within the planning cycle for inclusion in the budget and operating plan work for further prioritization.

      Which stakeholders or others were consulted?

      The WS2 Final Report underwent public consultation and sign off by the respective Chartering organizations. Additionally, in the preparations of the WS2 Implementation Assessment Report, the WS2 Implementation Team met with the Board Transition Caucus group to discuss and inform the final report. Agreement was reached that the WS2 Implementation Assessment Report did not need to undergo public consultation, as the prioritization and implementation would be part of ICANN's ongoing operational planning process. There will be further consultation, through ICANN's planning cycles, on the prioritization of the recommendations still awaiting implementation.

      What significant materials did the Board review?

      The Board reviewed the WS2 Final Report (inclusive of the implementation guidance contained therein) and the WS2 Implementation Assessment Report in reaching its decision to adopt the WS2 Final Report and the recommendations contained therein. The WS2 Implementation Assessment Report was formed through guidance and clarifications obtained through discussions with the WS2 Implementation Team to ensure that the intent of the consensus recommendations was reflected in the WS2 Implementation Assessment Report.

      Are there fiscal impacts or ramifications on ICANN (strategic plan, operating plan, budget); the community; and/or the public?

      As the Board communicated at the adoption of the Workstream 1 report and recommendations, implementation of the WS2 recommendations will be funded out of ICANN's annual budget and operating plan process. The WS2 Final report also acknowledged that it will take several years to complete the implementation of the recommendations. This allows for ICANN org to budget in accordance with its limited resources. As noted in the WS2 Implementation Assessment Report, there are some recommendations that are currently undergoing implementation without waiting for the completion of the budget and operating plan process, or that can proceed quickly to implementation without significant budget impact, and the Board expects the work on those to proceed as swiftly as possible.

      However, the implementation of WS2 recommendations adopted by the Board will have a considerable resource and budgetary impact on ICANN.

      The Board notes that it has the obligation and responsibility to balance the work of ICANN in order to preserve the ability for ICANN org to serve its Mission and the public interest.

      Are there positive or negative community impacts?

      On the whole, the ICANN Board adopting the WS2 recommendations is anticipated to have positive community impacts. First, it is important that the Board adhere to its commitments to see through the Enhancing ICANN Accountability process. Second, and more importantly, is that as the recommendations are implemented, the community should see positive enhancements to ICANN accountability at all levels – the Board, org and community.

      Should the SO/ACs and community groups to whom the recommendations are addressed decide to take on implementation of the WS2 recommendations directed to them, there could be an impact on the community workload. This, in addition to other ongoing work, and associated cost, could affect community bandwidth and resources. Such resource implications will not be clear until the SO/ACs and community groups consider the WS2 recommendations directed at them and determine a course of action. The Board also understands the importance of ICANN org involvement in supporting the implementation work of the SO/ACs and community groups.

      Are there any security, stability or resiliency issues relating to the DNS?

      The Board action to adopt the WS2 Final Report and its recommendations is not expected to have a direct effect on security, stability or resiliency issues relating to the DNS.

      Is this action within ICANN's Mission? How does it relate to the global public interest?

      The WS2 Final Report was a consensus document produced by ICANN's multistakeholder community in compliance with NTIA's principles established to enable a successful the IANA transition. This is embodied in ICANN's bylaws, Article 27 - Transition, and falls within ICANN's Mission.

      Is this either a defined policy process within ICANN's Support Organizations or ICANN's Organizational Administrative Function decision regarding public comment or not requiring public comment?

      Public comments were received on the WS2 Final Report prior to Board consideration.

    4. Initiation of the Root Server System Governance Working Group

      Akinori Maemura introduced the agenda item and provided background information about RSSAC037 and RSSAC038. He reported that the Board and ICANN org had discussions about how to move forward with addressing the RSSAC advice and developed a concept paper to address the advice. The concept paper, which included a draft charter and work plan, outlined a proposed a community-driven process to develop a final model to be led by a Root Server System Governance Working Group. The concept paper was published for public comment, and Akinori reported that the draft charter and work plan for the proposed Root Server System Governance Working Group was revised in response to public comments. The proposal before the Board is to publish the final charter, operating procedures, and work plan for the Root Server System Governance Working Group and to convene the Working Group.

      Tripti Sinha commented on the importance of the efforts to address RSSAC037 and RSSAC038 and she thanked the members of RSSAC who worked hard to develop consensus on a set of recommendations presented to the Board. Kaveh Ranjbar stated the Board's action would be the start of the real work for the wider community, and he encouraged the community to stay engaged on these important issues.

      After discussion, Akinori Maemura moved and Göran Marby seconded the proposed resolutions. The Board took the following action:

      Whereas, the ICANN Bylaws establish the Root Server System Advisory Committee (RSSAC) with the role to advise the ICANN community and ICANN Board of Directors on matters relating to the operation, administration, security, and integrity of the Internet's Root Server System.

      Whereas, the RSSAC published "RSSAC037: A Proposed Governance Model for the DNS Root Server System" (RSSAC037) proposing five functions to provide governance, accountability, and transparency for the Root Server System and "RSSAC038: RSSAC Advisory on a Proposed Governance Model for the DNS Root Server System" (RSSAC038) making three recommendations for next steps to the ICANN Board.

      Whereas, the ICANN Board, through its Board Technical Committee, oversaw the development of a "Concept Paper on a Community-Driven Process to Develop a Final Model Based on RSSAC037," (Concept Paper) proposing a model based on the RSSAC037.

      Whereas, the Concept Paper proposed a community-driven process to develop a final model to be led by the Root Server System Governance Working Group (GWG) in response to recommendation one from RSSAC038.

      Whereas, under the direction of the Board Technical Committee, ICANN org developed a draft charter, operating procedures, and work plan for the GWG.

      Whereas, ICANN org published RSSAC037; the Concept Paper; and the GWG draft charter, operating procedures, and work plan for Public Comment from May to August 2019.

      Whereas, nine submissions were received during Public Comment. ICANN org summarized the submissions and proposed next steps to the Board Technical Committee.

      Whereas, the Board Technical Committee reviewed the Public Comment submissions, amended the charter and operating procedures of the GWG, adjusted the work plan timeline of the GWG, and recommended the convening of the GWG.

      Resolved (2019.11.07.42), the ICANN Board directs the ICANN President and CEO, or his designee(s), to publish the final charter, operating procedures, and work plan for the GWG and to convene the GWG.

      All members of the Board present voted in favor of Resolution 2019.11.07.42. The Resolution carried.

      Rationale for Resolution 2019.11.07.42

      Following the Internet Assigned Numbers Authority (IANA) stewardship transition, the RSSAC developed an initial framework to evolve the Root Server System (RSS). In June 2018, RSSAC published its proposed governance model for the RSS and the Root Server Operators in "RSSAC037: A Proposed Governance Model for the DNS Root Server System" (RSSAC037). The RSSAC037 Model calls for five functions to provide governance, accountability, and transparency for the RSS. The RSSAC concurrently published "RSSAC038: RSSAC Advisory on a Proposed Governance Model for the DNS Root Server System (RSSAC038). In RSSAC038, the RSSAC makes three recommendations for next steps in RSSAC038 to the ICANN Board.

      Since then, the ICANN Board, through the Board Technical Committee, oversaw the development of a "Concept Paper on a Community-Driven Process to Develop a Final Model Based on RSSAC037" (Concept Paper) as part of the ICANN Board's consideration of RSSAC037. The Concept Paper proposes a model (Concept Model) based on the RSSAC037. The Concept Model establishes three new groups: the Root Server System Governance Board, the Root Server System Standing Committee, and the Root Server Operator Review Panel. In addition to these groups, ICANN org would manage Financial and Secretariat Functions.

      The Concept Paper also outlines a community-driven process to develop a final governance model for the RSS. This is in response to recommendation one from RSSAC038, which calls on the ICANN Board to "initiate a process to produce a final version of the Model for implementation based on RSSAC037". There are three phases in the community-driven process: Design, Consultation, and Implementation. During the implementation phase, there are two tracks. The Root Server System Governance Working Group (GWG) will lead the Structural Track to develop a final model, and ICANN org will lead the Administrative Track to plan for implementation of a final model.

      The ICANN Board Technical Committee directed ICANN org to develop a draft charter, operating procedures, and work plan for the GWG. RSSAC037; the Concept Paper; and the GWG draft charter, operating procedures, and work plan were available for Public Comment from May to August 2019. Nine submissions were received during Public Comment. ICANN org summarized the submissions and proposed next steps to the Board Technical Committee. The Board Technical Committee reviewed the Public Comment submissions, amended the charter and operating procedures of the GWG, adjusted the work plan timeline of the GWG, and recommended the convening of the GWG.

      RSSAC037; the Concept Paper; and the GWG charter, operating procedures, and work plan provide a starting point for discussions in the ICANN community about evolving RSS governance. By convening the GWG, the ICANN Board completes its consideration of recommendation one from RSSAC038. Furthermore, the ICANN Board continues its evaluation and consideration of recommendations two and three from RSSAC038.

      This action is within ICANN's mission and within its role of facilitating the coordination of the operation and evolution of the RSS. It is in the public interest because it supports the enhancement and evolution of the DNS. Supporting the evolution of RSS governance contributes to the commitment of ICANN to strengthen the security, stability, and resiliency of the DNS. Evolving RSS governance will result in significant changes to the ICANN community and ICANN org. The community-driven process to develop a final model envisions considerable work and commitment of resources. Any budgetary and financial implications will be handled through ICANN processes that ensure accountability and transparency.

    5. Thank You to Khaled Koubaa for his service to the ICANN Board

      The Chair introduced the agenda item and expressed thanks to Khaled Koubaa for his work on the Board, including his service as Chair of the Organizational Effectiveness Committee. Avri Doria also shared expressions of gratitude for Khaled's service to the Board.

      The Board then took the following action:

      Whereas, Khaled Koubaa was appointed by the Nominating Committee to serve as a member of the ICANN Board on 8 November 2016.

      Whereas, Khaled Koubaa concludes his term on the ICANN Board on 7 November 2019.

      Whereas, Khaled served as a member of the following Committees and Working Groups:

      • Finance Committee
      • Governance Committee
      • Organizational Effectiveness Committee (Chair)
      • Board IDN Working Group
      • Board Working Group on Internet Governance

      Resolved (2019.11.07.43), Khaled Koubaa has earned the deep appreciation of the Board for his term of service, and the Board wishes him well in his future endeavors within the ICANN community and beyond.

      All members of the Board approved Resolution 2019.11.07.43 by acclamation. The Resolution carried.

    6. Thank You to Cherine Chalaby for his service to the ICANN Board

      Maarten Botterman introduced the agenda item and expressed thanks to Cherine Chalaby for his work on the Board and his dedication as Board Chair. Other members of the Board also expressed their gratitude for Cherine's service to the Board over the past nine years.

      The Board then took the following action:

      Whereas, Cherine Chalaby was appointed by the Nominating Committee to serve as a member of the ICANN Board on 10 December 2010.

      Whereas, Cherine Chalaby was elected to serve as Vice-Chair of the ICANN Board on 22 December 2015.

      Whereas, Cherine Chalaby was elected to serve as Chair of the ICANN Board on 2 November 2017.

      Whereas, Cherine Chalaby concludes his role as Chair and his term on the ICANN Board on 7 November 2019.

      Whereas, Cherine served as a member of the following Committees and Working Groups:

      • Compensation Committee (Chair)
      • Executive Committee (Chair)
      • Finance Committee (Chair)
      • Global Relations Committee
      • Governance Committee
      • New gTLD Program Committee (Chair)
      • President & CEO Search Committee (2011 & 2015)
      • Technical Committee
      • Board Working Group on Registration Directory Services

      Resolved (2019.11.07.44), Cherine Chalaby has earned the deep appreciation of the Board for his term of service, and the Board wishes him well in his future endeavors within the ICANN community and beyond.

      All members of the Board approved Resolution 2019.11.07.44 by acclamation. The Resolution carried.

    The Chair called the meeting to a close.

Published on 13 December 2019