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Minutes | Board Governance Committee (BGC) Meeting

Posted 24 August 2015

BGC Attendees: Cherine Chalaby, Chris Disspain – Chair, Erika Mann, Gonzalo Navarro, Mike Silber, Bruce Tonkin, and Suzanne Woolf

Other Board Member Attendees: Rinalia Abdul Rahim, Asha Hemrajani, Wolfgang Kleinwächter, and Markus Kummer

Executive and Staff Attendees: Megan Bishop (Board Support Coordinator), Samantha Eisner (Associate General Counsel), John Jeffrey (General Counsel and Secretary), Vinciane Koenigsfeld (Board Support Content Manager), Liz Le (Senior Counsel), Denise Michel (VP, Strategic Initiatives & Advisor to President), and Amy Stathos (Deputy General Counsel)


The following is a summary of discussions, actions taken, and actions identified:

  1. Structural Improvements Committee (SIC) Charter – The BGC engaged in a discussion regarding the proposed amendments to the SIC charter, including the name of the committee and the scope and some of the activities of the SIC. The former Chair of the SIC briefed the BGC on the proposed amendments, noting that the charter has not been revised since 2009. He further noted that the proposed changes are to reflect the way that the committee conducts reviews and are intended to bring the committee's charter up to date in line with current procurement policies. The current Chair of the SIC further noted that the revised charter touches on the development of a review framework, which will standardize the Bylaws-mandated organizational reviews that are being conducted now and in the future. The BGC discussed whether the proposed amendments were intended to change or expand the role of the SIC. The present SIC members stated that the amendments are not intended to alter the current scope of the SIC. The BGC further discussed that while the BGC annually reviews all committee charters in September, the present SIC members thought exceptional circumstances necessitate that these amendments to the SIC charter be considered before September.

    • Actions: Staff to revise the proposed charter and submit to the BGC for consideration at the next BGC meeting.

  2. Minutes – The BGC approved the minutes from the 6 May 2015 meeting.

  3. Reconsideration Request 15-7– Staff briefed the BGC regarding the request submitted by Booking.com B.V. and Travel Reservations SRL (formerly Despegar Online SRL), seeking reconsideration of the ICANN Board's approval of Resolutions 2015.4.04.26.14, 2015.4.04.26.15, and 2015.04.26.16 ("Resolutions"). By those Resolutions, the Board adopted findings contained in the Final Declaration of the IRP Panel in Booking.com v. ICANN, ICDR Case No. 50-20-1400-0247 ("Booking.com Final Declaration") and directed the President and CEO to move forward with processing the .hotels/.hoteis contention set. The Requesters argue that reconsideration is warranted because, in approving the Resolutions, the Board: (a) contravened certain of ICANN's "goals" or core values; (b) failed to consider material information; (c) relied on inaccurate information; and (d) violated unspecified provisions of ICANN's Articles of Incorporation, Bylaws, and Affirmation of Commitments. After discussion, the BGC determined that the Requesters' claims do not support reconsideration because they do not establish that the Board failed to consider material information, or considered false or inaccurate material information, in approving the Resolutions. Moreover, the Requesters have not demonstrated that it has been materially adversely affected by the adoption of the Resolutions. Consequently, the BGC approved a recommendation to the New gTLD Program Committee to deny Request 15-7 for the reasons stated.

    • Action: Staff to prepare materials for consideration by the New gTLD Program Committee at its next meeting.

  4. Reconsideration Request 15-8 – Staff briefed the BGC regarding the request submitted by Atgron, Inc., seeking reconsideration of the ICANN Board Governance Committee's (BGC) summary dismissal of Reconsideration Request 15-5, which sought reconsideration of the BGC's determination of Reconsideration Request 15-1. Request 15-1 sought reconsideration of staff's actions in processing the Requester's Registry Services Evaluation Policy ("RSEP") request to allow the Requester to offer third-level domain name registrations in .WED. After discussion, the BGC finds summary dismissal appropriate here because this is the third reconsideration request filed by the Requester based on the exact same facts and circumstances, raising the exact same arguments, and, as twice before, the Requester fails to satisfy the reconsideration criteria set forth in the Bylaws. The BGC further noted that the Requester's conduct in filing multiple requests regarding the same underlying facts and raising the same arguments borders on frivolous, querulous, and vexatious. The BGC also noted that the Requester has since filed two additional reconsideration requests on the same subject matter, which are in the queue for consideration by the BGC at its next meeting.

    • Action – Staff to prepare a communication accompanying the notification of the BGC's determination for transmittal to the Requester.

  5. Board Working Group re: Whois Policy Review Team recommendations – Staff briefed the BGC on the proposed draft charter and membership of the Board Working Group re: Whois Policy Review Team. The formation of the Working Group was approved by the Board at its 26 April 2-15 2015 meeting pursuant to Resolutions 2015.04.26.09 – 2015.04.26.12. The draft charter proposes that the Working Group be chaired by Chris Disspain, who was a member of the Expert Working Group and a member of the Board GNSO Group that has been facilitating the structure and issue report for the policy development process. The draft charter recommends that membership include the Board group that assessed the Whois review team implementation over the last few months. The BGC approved a recommendation that the Board approve the formation of the Working Group.

    • Action – Staff to prepare materials for consideration by the Board at its next meeting in July.

  6. Board IDN Working Group – The BGC engaged in a discussion regarding the proposed change to the name and the scope of the Board IDAN Working Group. The BGC noted that while the Working Group was initially established as a variant working group, its work has expanded to a wider scope relating to IDNs more generally such as providing oversight, design, developments, and implementation of IDNs, as well as providing oversight on aspects of universal acceptance as it relates to IDNs. The BGC approved a recommendation that the Board approve the change to the name and scope of the Board IDN Working Group.

    • Actions – Staff to prepare materials for consideration by the Board at its next meeting.

  7. Nominating Committee (NomCom) Chair and Chair-Elect – Staff provided a brief update on the status of calls for expressions of interest from candidates for NomCom Chair and Chair-Elect. To date, one expression of interest has been submitted.

  8. AOB – The BGC engaged in a discussion regarding the proposed change to the name and the scope of the Board IDAN Working Group. The BGC noted that while the Working Group was initially established as a variant working group, its work has expanded to a wider scope relating to IDNs more generally such as providing oversight, design, developments, and implementation of IDNs, as well as providing oversight on aspects of universal acceptance as it relates to IDNs. The BGC approved a recommendation that the Board approve the change to the name and scope of the Board IDN Working Group.

    • Call for expressions of interest for standing panel members - Staff provided an update on the status of calls for expressions of interest (EOI) for Independent Review standing panel members, noting that a draft call for EOI has been prepared. The next step is to finalize the call for EOI and ensure that the CCWG Accountability are notified prior to publication.

    • Update on Board member 360 reviews – Staff provided an update on the process of the annual Board member 360 reviews. There have been ongoing discussions regarding whether the process should be reformatted as part of the overall goal of the 360 reviews, which is about improving performance. Staff is currently working with experts that conduct 360 reviews to re-structure the assessments that have been previously utilized, and identify the questions that may be incorporated into the 360 reviews this year and in future years.

    • Full Board self-evaluation – Staff provided an update on the full Board self-evaluation process, which is currently undergoing improvements to streamline the questions and tailor them to the ICANN Board. Staff is currently looking at various organizations that may be able to work with ICANN to develop a tailored questionnaire.

    • Board working groups – The BGC discussed the review all of the existing working groups, as well as the process and purpose for establishing working groups, and determined to evaluate these items at its next meeting

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."