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Minutes | Special Meeting of the ICANN Board

A Special Meeting of the ICANN Board of Directors was held telephonically on 13 August 2020 at 20:00 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, Göran Marby (President and CEO), Akinori Maemura, 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: Michelle Bright (Board Content Coordination Director), Xavier Calvez (SVP, Planning and Chief Financial Officer), Mandy Carver (Senior Vice President for Government and Intergovernmental Organization (IGO) Engagement), David Conrad (Chief Technology Officer), Sally Costerton (Sr. Advisor to President & SVP, Global Stakeholder Engagement), Jamie Hedlund (SVP, Contractual Compliance & Consumer Safeguards), John Jeffrey (General Counsel and Secretary), Aaron Jimenez (Board Operations Specialist), Vinciane Koenigsfeld (Senior Director, Board Operations), Elizabeth Le (Associate General Counsel), David Olive (Senior Vice President, Policy Development Support), Lisa Saulino (Board Operations Specialist), Amy Stathos (Deputy General Counsel), Theresa Swinehart (Senior Vice President, Multistakeholder Strategy and Strategic Initiatives), and Gina Villavicencio (SVP, Global Human Resources).

  1. Main Agenda:
    1. Revised Board Governance Committee Practice for Board Engagement in Developing Slate for Board Leadership
    2. Appointment of Representative of the Istanbul Liaison Office
    3. AOB

 

  1. Main Agenda:

    The Chair called the meeting to order and introduced the agenda items.

    1. Revised Board Governance Committee Practice for Board Engagement in Developing Slate for Board Leadership

      The Chair introduced the agenda item. The Board received a briefing from Tripti Sinha, the Chair of the Board Governance Committee (BGC), and Amy Stathos, Deputy General Counsel ICANN org, on the proposed revisions to the Board Governance Practice for Board Engagement in Developing Slate for Board Leadership. The BGC spent the last few months evaluating the current slating practice and recommended the proposed revisions to further strengthen and fortify it based on transparency principles. The Board is being asked to consider and approve the revisions to the slating practice for which there was consensus among the Board. Tripti noted that there are still other proposed revisions to the slating practice under consideration by the BGC. Several Board members noted that the proposed revisions to the current slating practice is a significant improvement.

      Tripti moved and Ron da Silva seconded. The Chair then called for a vote and the Board took the following action:

      Whereas, the Board Governance Committee Practice for Board Engagement in Developing Slate for Board Leadership document was previously updated and approved on 23 June 2019.

      Whereas, the Board Governance Committee has reviewed and proposed revisions to the previously adopted Board Governance Committee Practice for Board Engagement in Developing Slate for Board Leadership.

      Whereas, the Board Governance Committee recommended that the Board approve the revised Board Governance Committee Practice for Board Engagement in Developing Slate for Board Leadership.

      Resolved (2020.08.13.01), the Board approves the revised Board Governance Committee Practice for Board Engagement in Developing Slate for Board Leadership.

      Fifteen members of the Board voted in favor of Resolution 2020.08.13.01. Chris Disspain was unavailable to vote on the Resolution. The Resolution carried.

      Rationale for Resolution 2020.08.13.01

      As part of its responsibilities, the Board Governance Committee (BGC) is tasked with creating and recommending to the full Board for approval a slate of nominees for Board Chair, Board Vice Chair, and chair and membership of each Board Committee, including filling any vacancies which may occur in these positions during the year. (See BGC Charter, § II.C.)

      In this role, the BGC recommended, and the Board agrees, that Board approve revisions to the Board Governance Committee Practice for Board Engagement in Developing Slate for Board Leadership, which was previously updated and approved on 23 June 2019, to make enhancements to the current slating practices to further promote transparency around the selection process. Mainly, the revisions provide that all candidates may remain in the room when other candidates make their presentations as well as during deliberations. This change is to help ensure that candidates benefit from hearing each other's positions and will have the opportunity to respond to them during deliberations. 

      The action is consistent with ICANN's mission and is in the public interest as it is important to ensure that procedures for Board Committee and leadership selection are up to date and reflect current practices. This decision will have no direct fiscal impact on the organization and no impact on the security, stability or resiliency of the domain name system.

      This is an Organizational Administrative Function that does not require Public Comment.

    2. Appointment of Representative of the Istanbul Liaison Office

      The Chair introduced the agenda item. The President and CEO provided an overview of the proposed resolution. The Board thanked Nicholas Tomasso for his years of service as the representative of the Liaison Office in Istanbul, Turkey. While Mr. Tomasso is relinquishing his duties as the representative of the Liaison Office, he will remain in his role as Vice President, Global Meeting Operations. The Board expressed its support for the appointment of Baher Esmat as the new legal representative of the Liaison Office in Istanbul, noting that Mr. Esmat has a strong presence and understanding of ICANN, and has strong relationship with the region.

      León Sánchez moved and Becky Burr seconded. The Chair called for a vote and the Board took the following actions:

      Whereas, the Internet Corporation for Assigned Names and Numbers, a non-profit, public benefit corporation, duly incorporated and existing under the laws of the State of California and the United States of America, having its principal place of business at 12025 Waterfront Drive, Suite 300, Los Angeles, California USA 90094 (ICANN), has established a liaison office in Istanbul, Turkey.

      Whereas, by resolution https://www.icann.org/resources/board-material/resolutions-2017-06-24-en#1.g, the ICANN Board appointed Nicholas Victor Tomasso as representative of the Liaison Office, with each and every authority to act on behalf of the Liaison Office.

      Whereas, Mr. Tomasso's role as authorized representative of the liaison office in Istanbul, Turkey will end on 31 August 2020.

      Resolved (2020.08.13.02), effective 31 August 2020, Nicholas Victor Tomasso is removed from his duties as the authorized representative of ICANN's liaison office in Istanbul, Turkey, for any and all purposes.

      Resolved (2020.08.13.03), the Board thanks Mr. Tomasso for his years of service as the representative of the liaison office in Istanbul, Turkey.

      Resolved (2020.08.13.04), effective 1 September 2020, Baher Ali Mohamed Abdelraouf Esmat, [PERSONAL CONTACT INFORMATION REDACTED], is appointed as the representative of the liaison office in Istanbul, Turkey, with each and every authority to act individually on behalf of ICANN in connection with the activities of the that office.

      Resolved (2020.08.13.05), portions of this action by the Board shall remain confidential as an "action relating to personnel or employment matters", pursuant to Article 3, section 3.5b of the ICANN Bylaws.

      Fifteen members of the Board voted in favor of Resolutions 2020.08.13.02, 2020.08.13.03, 2020.08.13.04, and 2020.08.13.05. Chris Disspain was unavailable to vote on the Resolutions. The Resolutions carried.

      Rationale for Resolutions 2020.08.13.02 – 2020.08.13.05

      ICANN is committed to continuing its global reach and presence in all time zones throughout the globe. One of the early key aspects of ICANN's globalization efforts was to establish offices in Turkey and Singapore.

      ICANN formally registered a liaison office in Istanbul, Turkey on 18 June 2013. In order to properly maintain a liaison office in Istanbul, Turkey, the ICANN Board is required to designate a liaison office representative. To that end, the Board initially designated David Olive as the first representative of ICANN's liaison office in Istanbul, Turkey. Mr. Olive was replaced by Nicholas Tomasso in August 2017. Mr. Tomasso is now ready to relinquish his duties to another qualified individual.

      As Mr. Tomasso is relinquishing his duties, the Board must designate a new representative. Baher Esmat has agreed to serve as the new designated representative of the liaison office in Istanbul, Turkey.

      Mr. Esmat will serve as the third legal representative of the liaison office in Istanbul.

      Mr. Tomasso will remain in his role as Vice President, Global Meeting Operations.

      The identification and designation of a new representative demonstrates ICANN organization's commitment to globalization and as such, is in the public interest and consistent with ICANN's mission.

      There will be a fiscal impact on ICANN in FY21 only to the extent of travel and related costs for Mr. Esmat as he will continue to reside in Egypt for the time being, but ICANN will save on the costs associated with Mr. Tomasso's having resided in Istanbul during his tenure as the representative of the liaison office in Turkey, Istanbul. This resolution should not have any impact on the security, stability and resiliency of the domain name system.

      This is an Organizational Administrative Function not requiring public comment.

    3. AOB

      No Resolutions taken.

    The Chair then called the meeting to a close.

Published on 11 September 2020

Domain Name System
Internationalized Domain Name ,IDN,"IDNs are domain names that include characters used in the local representation of languages that are not written with the twenty-six letters of the basic Latin alphabet ""a-z"". An IDN can contain Latin letters with diacritical marks, as required by many European languages, or may consist of characters from non-Latin scripts such as Arabic or Chinese. Many languages also use other types of digits than the European ""0-9"". The basic Latin alphabet together with the European-Arabic digits are, for the purpose of domain names, termed ""ASCII characters"" (ASCII = American Standard Code for Information Interchange). These are also included in the broader range of ""Unicode characters"" that provides the basis for IDNs. The ""hostname rule"" requires that all domain names of the type under consideration here are stored in the DNS using only the ASCII characters listed above, with the one further addition of the hyphen ""-"". The Unicode form of an IDN therefore requires special encoding before it is entered into the DNS. The following terminology is used when distinguishing between these forms: A domain name consists of a series of ""labels"" (separated by ""dots""). The ASCII form of an IDN label is termed an ""A-label"". All operations defined in the DNS protocol use A-labels exclusively. The Unicode form, which a user expects to be displayed, is termed a ""U-label"". The difference may be illustrated with the Hindi word for ""test"" — परीका — appearing here as a U-label would (in the Devanagari script). A special form of ""ASCII compatible encoding"" (abbreviated ACE) is applied to this to produce the corresponding A-label: xn--11b5bs1di. A domain name that only includes ASCII letters, digits, and hyphens is termed an ""LDH label"". Although the definitions of A-labels and LDH-labels overlap, a name consisting exclusively of LDH labels, such as""icann.org"" is not an IDN."