Minutes | Special Meeting of the ICANN Board
A Regular Meeting of the ICANN Board of Directors was held telephonically on 30 September 2021 at 16:15 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, Mandla Msimang, Ihab Osman, Patricio Poblete, Matthew Shears, and Tripti Sinha.
The following Board members sent their apologies: Göran Marby (President and CEO), Nigel Roberts, and León Sánchez (Vice Chair)
The following Board Liaisons participated in all or part of the meeting: Harald Alvestrand (IETF Liaison), Manal Ismail (GAC Liaison), and Merike Käo (SSAC Liaison), and.
The following Board Liaisons sent their apologies: Kaveh Ranjbar (RSSAC Liaison)
Alan Barrett, Edmon Chung, James Galvin, and Katrina Sataki were in attendance as invited observers.
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 (SVP, Government and Intergovernmental Organization Engagement), Sally Newell Cohen (SVP, Global Communications and Language Services), David Conrad (SVP, Chief Technical Officer), John Crain (Chief Security, Stability, and Resiliency Officer), Samantha Eisner (Deputy General Counsel), Jamie Hedlund (SVP, Contractual Compliance & U.S. Government Engagement), Aaron Jimenez (Board Operations Specialist), Vinciane Koenigsfeld (VP, Board Operations), David Olive (SVP, Policy Development & Support), Ashwin Rangan (SVP, Engineering and Chief Information Officer), Lisa Saulino (Board Operations Specialist), Amy Stathos (Deputy General Counsel), and Theresa Swinehart (SVP, Global Domains and Strategy).
- Main Agenda:
Election of Public Technical Identifiers Board Member
The Chair opened the meeting and introduced the agenda item. The Chair then asked Theresa Swinehart, ICANN org's Senior Vice President , Global Domains and Strategy, to take the Board through the proposed resolution. Theresa Swinehart provided the Board with the background on the resolution, which are set forth in the whereas clauses. She then read the proposed resolutions into the record.
Tripti Sinha recognized David Conrad's service on the PTI Board and noted that selecting Xavier Calvez as the replacement is a very thoughtful decision.
Lito Ibarra moved and Tripti seconded. The Chair called for a vote and the Board took the following actions:
Whereas, ICANN, in its role as sole member (Member) of Public Technical Identifiers (PTI), has the obligation to elect all members of the PTI Board in accordance with Article 5 of the PTI Bylaws.
Whereas, David Conrad, ICANN's Senior Vice President and Chief Technology Officer, currently serves in Seat 4 of the PTI Board, with a term ending at the annual meeting of the Member in 2023. David intends to resign from the PTI Board as part of David's forthcoming departure from ICANN. Seat 4 of the PTI Board is reserved for persons under ICANN's employ.
Whereas, David Conrad's anticipated resignation from the PTI Board will cause a vacancy in Seat 4. Under Section 5.6.5 of the PTI Bylaws, ICANN as the sole member of the PTI Board is responsible for the filling of the vacancy.
Whereas, ICANN organization recommends that upon David Conrad's resignation from the PTI Board pursuant to 5.6.4 of the PTI Bylaws, Xavier Calvez, ICANN's Senior Vice President, Planning and Chief Financial Officer, to be appointed to serve the remaining term for Seat 4.
Resolved (2021.09.30.01), ICANN, in its role as sole member of PTI, elects Xavier Calvez to fill the anticipated vacancy in Seat 4 of the PTI Board upon David Conrad's resignation from that seat. Xavier Calvez's term will commence upon the date of David Conrad's resignation, and the term will end at the end of the annual meeting of the Member in 2023.
Resolved (2021.09.30.02), ICANN, in its role as sole member of PTI, thanks David Conrad for his service to PTI.
All members of the Board present voted in favor of Resolutions 2021.09.30.01 and 2021.09.30.02. Ron da Silva, Göran Marby, Nigel Roberts, and León Sánchez were unavailable to vote on the Resolutions. The Resolutions carried.
Rationale for Resolutions 2021.09.30.01 – 2021.09.30.02
ICANN Board's action in filling a vacancy on the Public Technical Identifiers (PTI) Board is in fulfillment of ICANN's obligations as the sole member of its affiliate PTI. This is an important governance requirement that supports the oversight of the fulfillment of the IANA Functions, which is key to ICANN's mission and support of the public interest.
This is an Organizational Administrative Function that does not require public comment.
2022 Nominating Committee Chair and Chair-Elect1
Tripti Sinha, the Chair of the Governance Committee, introduced the agenda item. She summarized the background on the resolution, which is set forth in the whereas clauses and rationale. Tripti explained that the BGC considered the new information that was received after the Board's action on 12 September 2021 very carefully. Tripti then read the proposed resolutions into the record.
Ihab Osman moved and Sarah Deutsch seconded. The Chair called for a vote and the Board took the following actions:
Whereas, the Board Governance Committee (BGC) reviewed the Expressions of Interest from candidates for the 2022 Nominating Committee (NomCom) Chair and Chair-Elect, reviewed other relevant materials, and conducted interviews of all candidates.
Whereas, the BGC previously recommended a slate for the 2022 NomCom leadership and the Board approved that slate on 12 September 2021.
Whereas, prior to publishing the Approved Resolutions of the 12 September 2021 Board meeting, the Board became aware of new information that is relevant to the evaluation of candidates.
Whereas, taking into account this new information, the BGC has recommended that the Board rescind its previous resolution and approve Michael Graham be appointed as the 2022 NomCom Chair and J. Damon Ashcraft be appointed as the 2022 NomCom Chair-Elect.
Resolved (2021.09.30.03), the Board hereby rescinds its resolution taken on 12 September 2021 regarding the 2022 NomCom leadership.
Resolved (2021.09.30.04), the Board hereby appoints Michael Graham as the 2022 NomCom Chair and J. Damon Ashcraft as the 2022 NomCom Chair-Elect.
Resolved (2021.09.30.05), certain portions of this resolution shall remain confidential pursuant to Article 3, sections 3.5(b) and (d) of the ICANN Bylaws until it is otherwise determined that it can be published.
All members of the Board present voted in favor of Resolutions 2021.09.30.03, 2021.09.30.04, and 2021.09.30.05. Göran Marby, Nigel Roberts, and León Sánchez were unavailable to vote on the Resolutions. The Resolutions carried.
Rationale for Resolutions 2021.09.30.03 – 2021.09.30.05
ICANN's Bylaws require the Board to appoint the Nominating Committee (NomCom) Chair and Chair-Elect. See ICANN Bylaws, Article 8, Section 8.1. The Board has delegated the responsibility for recommending the NomCom Chair and Chair-Elect for Board approval to the Board Governance Committee (BGC). (See BGC Charter, Section II.G.) The BGC oversaw the posting of a call for expressions of interest (EOI) on 27 May 2021 seeking EOIs by 23 June 2021 (see https://www.icann.org/en/announcements/details/call-for-expressions-of-interest-icann-2022-nomcom-chair-and-chair-elect-27-5-2021-en), which was then extended to 7 July 2021 (see https://www.icann.org/en/announcements/details/call-for-expressions-of-interest-for-2022-nomcom-leadership-extended-24-6-2021-en).
As input into the selection of 2022 the NomCom leadership positions, the BGC reviewed and discussed the received EOIs, reviewed other relevant materials, and interviewed candidates. Following said actions and further discussion, the BGC previously agreed on recommendations to the Board for the 2022 NomCom Chair and Chair-Elect.
On 12 September 2021, the Board considered and agreed with the BGC's recommendation for the 2022 NomCom Chair and Chair-Elect. Prior to publishing the Approved Resolutions of the 12 September 2021 Board meeting, the Board became aware of new information that is relevant to the evaluation of candidates. The BGC subsequently met and considered this new information and recommended that the Board rescind its previous resolution and approve a new slate. The Board has reviewed and accepts the recommendation from the BGC.
The Board also would like to thank all who expressed interest in becoming part of the 2022 NomCom leadership.
Appointing a NomCom Chair and Chair-Elect identified through a public EOI process, including interviews of the candidates and review of other relevant materials, is in the public interest as it positively affects the transparency and accountability of ICANN. It is also fully consistent with ICANN's mission.
Adopting the BGC's recommendation has no financial impact on ICANN that was not otherwise anticipated, and will not negatively impact the security, stability and resiliency of the domain name system.
This is an Organizational Administrative Function that does not require Public Comment.
One Board Director suggested having the ICANN and PTI Boards meet periodically in the further. The Chair noted that the suggestion will be considered further by the Board. No Resolutions taken.
Published on 13 May 2022
1 Resolutions 2021.09.30.03, 2021.09.30.04, and 2021.09.30.05 and the supporting Rationale were published on 13 October 2021.