Minutes | Special Meeting of the ICANN Board
A Special Meeting of the ICANN Board of Directors was held telphonically on 7 May 2020 at 18:30 UTC.
Maarten Botterman, Chair, promptly called the meeting to order.
In addition to the Chair, the following Directors participated in all or part of the meeting: Becky Burr, Ron da Silva, Sarah Deutsch, Avri Doria, Rafael Lito Ibarra, Danko Jevtović, Akinori Maemura, Göran Marby (President and CEO), Mandla Msimang, Ihab Osman, Nigel Roberts, León Sánchez (Vice Chair), Matthew Shears, and Tripti Sinha.
The following Directors sent their apologies: Chris Disspain.
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).
The following ICANN Executives and Staff participated in all or part of the meeting: Susanna Bennett (SVP, Chief Operations Officer), Xavier Calvez (Chief Financial Officer), Sally Newell Cohen (SVP, Global Communications), David Conrad (Chief Technology Officer), Sally Costerton (Sr Advisor to President & SVP, Global Stakeholder Engagement), Sam Eisner (Deputy General Counsel), Jamie Hedlund (SVP, Contractual Compliance & Consumer Safeguard and Managing Director - Washington D.C. Office), John Jeffrey (General Counsel and Secretary), Sheila Johnson (Deputy General Counsel), Vinciane Koenigsfeld (Senior Director, Board Operations), Elizabeth Le (Associate General Counsel), Becky Nash (VP Finance), Erika Randall (Associate General Counsel), Amy Stathos (Deputy General Counsel), and Theresa Swinehart (Senior Vice President, Multistakeholder Strategy and Strategic Initiatives).
- Consent Agenda:
- Main Agenda:
The Chair introduced the agenda items on the Consent Agenda and noted that the items concerning contracting for future ICANN meetings had been discussed by the Board Finance Committee. After discussion, Ron da Silva moved and Nigel Roberts seconded the proposed resolution to approve the items on the Consent Agenda. The Board took the following actions:
The following items on the Consent Agenda are approved:
September 2022 ICANN75 Meeting Contracting
[REDACTED FOR NEGOTIATION PURPOSES]
Resolved (2020.05.07.01), 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 2020.05.07.01
[REDACTED FOR NEGOTIATION PURPOSES]
March 2023 ICANN76 Meeting Venue Contracting
Whereas, ICANN intends to hold its first Public Meeting of 2023 in the Latin America/Caribbean region.
Whereas, ICANN organization has completed a thorough review of the available venues in the Latin America/Caribbean region and finds the one in Cancún, Mexico to be the most suitable.
Resolved (2020.05.07.02), 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 for the March 2023 ICANN Public Meeting in Cancún, Mexico, in an amount not to exceed [REDACTED FOR NEGOTIATION PURPOSES].
Resolved (2020.05.07.03), 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 2020.05.07.02 – 2020.05.07.03
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. ICANN76 is scheduled for 11-16 March 2023. Following a search and evaluation of available venues, the organization identified Cancún, Mexico 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 Cancún, Mexico as the location for ICANN76. Selection of this Latin America/Caribbean 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 Cancún, Mexico 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 2023 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 DNS.
This is an Organizational Administrative function that does not require public comment.
All members of the Board present voted in favor of Resolutions 2020.05.07.01 and 2020.05.07.02 – 2020.05.07.03. Chris Disspain was unavailable to vote on the Resolutions. The Resolutions carried.
FY21-25 Operating and Financial Plan and FY21 Operating Plan and Budget Approval
Ron da Silva, the Chair of the Board Finance Committee (BFC), introduced the agenda item. He stated that the proposal before the Board was to consider the recommendation from the BFC to adopt the FY21 Operating Plan and Budget and the FY21-25 Operating and Financial Plan. Ron highlighted the process the BFC shepherds throughout the year with ICANN org Executive Team members and staff to engage with the community to develop the plans. This process includes public comments, webinars, as well as the various briefings to the full Board. Also, he explained the work undertaken by ICANN org to review the plans in light of the impacts of the COVID-19 pandemic and to determine how best to reflect any changes needed because of potential changes in funding and expenditures.
Göran Marby thanked the community for their engagement to develop the plans. He also thanked the BFC and ICANN org staff for all of their efforts to come to a proposal for final consideration by the Board.
After discussion, Lito Ibarra moved and Danko Jevtović seconded the proposed resolutions. The Board took the following action:
Whereas, the draft FY21 Operating Plan and Budget and draft FY21-25 Operating and Financial Plan were posted for public comment in accordance with the Bylaws on 20 December 2019.
Whereas, comments received through the public comment process were discussed by a few Board members and ICANN organization during a remote public session during ICANN 67 and during conference calls with representatives of the bodies that submitted public comments to help ensure the comments were adequately understood and appropriate consideration was given to them.
Whereas, the public comments received were considered and revisions were applied as appropriate to the draft FY21 Operating Plan and Budget and the draft FY21-25 Operating and Financial Plan.
Whereas, in addition to the public comment process, ICANN organization actively solicited community feedback and consultation with the ICANN Community by other means, including a remote public session during ICANN67.
Whereas, the COVID-19 pandemic has created a situation of economic uncertainty, potentially affecting ICANN's current and planned work, leading to the development of new plans that are reflected in ICANN's Proposed FY21 Operating Plan and Budget and Proposed FY21-25 Operating and Financial Plan.
Whereas, at each of its recent regularly scheduled meetings, the Board Finance Committee (BFC) has discussed, and guided ICANN organization on the development of the final FY21 ICANN Operating Plan and Budget and final FY21-25 Operating and Financial Plan.
Whereas, the BFC reviewed and discussed suggested changes to the ICANN FY21 Operating Plan and Budget and FY21-25 Operating and Financial Plan resulting from public comment and consultations, and the changes resulting of the COVID-19 pandemic, and recommended that the Board approve the final FY21 Operating Plan and Budget and final FY21-25 Operating and Financial Plan.
Whereas, the BFC and the Board have received from ICANN organization an overview of the topics discussed and the questions addressed during the two webinars that were held on the new plans updated after the public comment process concluded, which did not require that any change be made to the proposed new plans.
Whereas, per section 3.9 of the 2001, 2009 and 2013 Registrar Accreditation Agreements, respectively, the Board is to establish the Registrar Variable Accreditation Fees, which must be established to develop the annual budget.
Whereas, the description of the Registrar fees, including the recommended Registrar Variable Accreditation Fees, for FY21 has been included in the FY21 Operating Plan and Budget.
Resolved (2020.05.07.04), the Board adopts the FY21 ICANN Operating Plan and Budget, including the FY21 ICANN Caretaker Budget that would be in effect in the event the FY21 ICANN Operating Plan and Budget is not in effect at the beginning of FY21.
Resolved (2020.05.07.05), the Board adopts the FY21-25 Operating and Financial Plan which describes the activities ICANN org will undertake and the resources needed to achieve the ICANN Board adopted ICANN's Strategic Plan for Fiscal Years 2021-2025.
All members of the Board present voted in favor of Resolutions 2020.05.07.04 – 2020.05.07.05. Chris Disspain was unavailable to vote on the Resolutions. The Resolutions carried.
Rationale for Resolutions 2020.05.07.04 – 2020.05.07.05
In accordance with Article 22, Section 22.4 of the ICANN Bylaws, the Board is to adopt an annual budget and publish it on the ICANN website. On 20 December 2019, drafts of the ICANN FY21 Operating Plan and Budget and the FY21-25 Operating and Financial Plan were posted for public comment. The Public Technical Identifiers (PTI) Board approved the PTI Budget on 08 January 2020, and the PTI Budget was received as input into the FY21 IANA Budget.
The published draft ICANN FY21 Operating Plan and Budget and the FY21 IANA Budget were based on numerous discussions with members of ICANN organization and the ICANN community, including extensive consultations with ICANN Supporting Organizations, Advisory Committees, and other stakeholder groups throughout the prior several months.
The comments received from the public comment process resulted in no revisions to the 20 December 2020 draft ICANN FY21 Operating Plan and Budget, however, since concluding the Public Comment process, the economic impact of the COVID-19 pandemic has had a significant and ongoing impact on the world. ICANN org has recently developed new plans that are reflected in the Proposed FY21-25 Operating and Financial Plan and Proposed FY21 Operating Plan and Budget. As the changes reflected in the new plans were defined after the public comment process was concluded, the ICANN organization organized two webinars on 28 April 2020 to present to the attendees the new plans and highlight the changes that had been made to the draft documents published in December 2019. The webinars were well attended, by more than 100 different participants, as well by most BFC members. The topics addressed, questions asked and answered, and the input received during two webinars did not lead to any change to the new plans presented.
The following consultation activities were carried out:
- 12 September 2019 and 13 September 2019 – Community webinar on the FY21 Planning Schedule.
- 08 March 2020, the comments received through the public comment process were discussed by Board members and ICANN organization members during a remote public session on public comments during ICANN 67 with representatives of the ICANN bodies that submitted them to help ensure the comments were adequately understood and appropriate consideration was given to them.
- In addition to the public comment process, ICANN actively solicited community feedback and consultation with the ICANN community by other means, including remote public sessions during ICANN67.
- 28 April 2020, Community webinars on the new projections that are contained in the Proposed for Adoption FY21-25 Operating and Financial Plan and Proposed for Adoption FY21 Operating Plan and Budget plans.
All comments received in all manners were considered in developing the final ICANN FY21 Operating Plan and Budget and the FY21-25 Operating and Financial Plan. Where feasible and appropriate these inputs have been incorporated into the final FY21 Operating Plan and Budget and the FY21-25 Operating and Financial Plan proposed for adoption.
In addition to the day-to-day operational requirements, the FY21 Operating Plan and Budget includes the FY21 new gTLD budget items and amounts allocated to various FY21 budget requests received from community leadership. The FY21 Operating Plan and Budget also discloses financial information on the New gTLD Program, relative to expenses, funding and net remaining funds. Further, because the Registrar Variable Accreditation Fee is key to the development of the budget, the FY21 Operating Plan and Budget sets out and establishes those fees, which are consistent with recent years, and will be reviewed for approval by the Registrars.
The FY21 Operating Plan and Budget and the FY21-25 Operating and Financial Plan, all will have a positive impact on ICANN in that together they provide a proper framework by which ICANN will be managed and operated, which also provides the basis for the organization to be held accountable in a transparent manner.
This decision is in the public interest and within ICANN's mission, as it is fully consistent with ICANN's strategic and operational plans, and the results of which in fact allow ICANN to satisfy its mission.
This decision will have a fiscal impact on ICANN org and the community as is intended. This should have a positive impact on the security, stability and resiliency of the domain name system (DNS) with respect to any funding that is dedicated to those aspects of the DNS.
This is an Organizational Administrative Function that has already been subject to public comment as noted above.
The Chair called the meeting to a close.
Published on 19 June 2020