Preliminary Report Resolutions of Special Board Meeting
[Formal Minutes are still to be approved by the ICANN Board]
This is a preliminary report of the approved resolutions resulting from the Special Meeting of the ICANN Board of Directors, which took place on 23 April 2009
This has not been approved by the Board and does not constitute minutes but a preliminary attempt to capture the resolutions from that meeting. Details on voting and abstentions will be provided in the Board's Minutes.
A. Consent Agenda
1. Approval of Minutes – 3 February 2009 and 12 February 2009
Resolved (2009-04-23-01), the Board hereby approves the minutes of the 3 February 2009 and 12 February 2009 Board Meetings.
2. Approval of Board Audit Committee’s Recommendation for Engagement of Auditors for FY09-10
Whereas, the ICANN Bylaws in Article XVI, Section 3 <http://www.icann.org/general/bylaws.htm>, requires that at the end of the fiscal year, the books of ICANN must be audited by certified public accountants. The Bylaws also state that the appointment of the fiscal auditors shall be the responsibility of the Board.
Whereas, the Board Audit Committee and staff interviewed Moss Adams LLP.
Whereas, the Chair of the Board Audit Committee has received a proposal from Moss Adams LLP to be engaged as the auditor for the fiscal year ending 30 June 2009.
Whereas, the Board Audit Committee has reviewed the proposed engagement letter and professional services agreement and recommends to the Board that ICANN enter into this engagement.
Whereas, the Board Audit Committee has requested staff to investigate best practice guidelines and options for switching partners and/or engaging other auditors in subsequent audits given that Moss Adams LLP has served as ICANN’s auditor for the past four years.
Resolved (2009-04-23-02), the Board authorizes the Chief Financial Officer of ICANN to engage Moss Adams LLP as the auditors for fiscal year ending 30 June 2009.
3. Approval of Board Governance Committee’s Recommendation regarding Ombudsman Framework
Whereas the Ombudsman submitted a draft Ombudsman Framework to the Board for approval;
Whereas the draft Ombudsman Framework was posted for public comment;
Whereas at the Board’s request the BGC suggested revisions to the Framework and had several discussions with the Ombudsman about those revisions;
Whereas the BGC and the Ombudsman reached agreement on revised language to the Ombudsman Framework;
Whereas the revised Ombudsman Framework documents the procedures and processes under which the Ombudsman currently operates; and
Whereas the Ombudsman Framework was posted for a 30-day pubic comment period and no comments were received.
It is hereby resolved (2009.04.23.03) that the Ombudsman Framework as revised and posted at http://www.icann.org/en/public-comment/#reomfr is approved.
4. Approval of Board Governance Committee’s Recommendation for Posting of the Revised Conflict of Interest Policy for Public Comment
Whereas the Board adopted the current Conflicts of Interest Policy on 4 March 1999;
Whereas the Board Governance Committee had reviewed and revised the Conflict of Interest Policy;
Whereas the Board Governance Committee has approved requesting the ICANN Board to post the revised Conflict of Interest policy for public comment; and
[It is hereby resolved (2009.04.23.04), that the revised Conflict of Interest Policy be posted for Public Comment.
5. Approval of Redelegation of .NG
Whereas, the .NG top-level domain is the designated country-code for Nigeria.
Whereas, ICANN has received a request for redelegation of .NG to the Nigeria Internet Registration Association.
Whereas, ICANN has reviewed the request, and has determined that the proposed redelegation would be in the best interest of the local and global Internet communities.
It is hereby resolved (2009.04.23.05), that the proposed redelegation of the .NG domain to the Nigeria Internet Registration Association is approved.
6. Approval of Staff to Follow the Global Policy Proposal for the Allocation of IPv4 Blocks to Regional Internet Regisries
Whereas, the Board’s Review Procedures for Global Internet Number Resource Policies Forwarded for Ratification by the ASO Address Council in Accordance with the ASO MoU, in its Article 1 states that "When, in accordance with step 1 in the Global Policy Development Process of the ASO MoU (Attachment A, article 1), ICANN staff liaising with the addressing community becomes aware of a global policy development within the scope of the ASO MoU, ICANN staff informs the ICANN Board of this development. The Board decides, as and when appropriate, that this development should be followed by ICANN staff and instructs the ICANN CEO to assign staff for this purpose. ICANN staff so assigned shall inform all ICANN Supporting Organizations and Advisory Committees, shall establish an ICANN web page to be kept up to date and shall compile a background report to be kept up to date on this global policy development. This background report shall be provided to the Board as requested.".
Whereas, ICANN staff has informed the Board that a Global Policy Proposal for the Allocation of IPv4 Blocks to Regional Internet Registries is in development and that this Proposal has entered the first adoption steps within the individual RIRs as well as being recognized by the ASO AC as a valid Global Policy Proposal.
Whereas, the Global Policy Proposal for the Allocation of IPv4 Blocks to Regional Internet Registries is identified as a global policy development within the scope of the ASO MoU.
It is hereby resolved (2009.04.23.06), that the Board requests that the development of a Global Policy Proposal for the Allocation of IPv4 Blocks to Regional Internet Registries be followed by ICANN staff in line with the Board’s Review Procedures for such policy proposals and instructs the ICANN CEO to assign staff for this purpose.
Approved on consent agenda pending Staff editing the title of the policy.
Resolutions 2009.04.23.01; 2009.04.23.02; 2009.04.23.03; 2009.04.23.04; 2009.04.23.05; and 2009.04.23.06 were approved in a single vote approving the consent agenda items. All Board Members present unanimously approved this resolution.
B. Regular Agenda
1. GNSO Improvements
a. Implementation Efforts and Council Restructuring
Staff provided an update to the Board on the status of the GNSO Improvements Implementation Efforts and the work remaining prior to the June 2009 implementation timeline approved by the Board. Staff and Board addressed specific issues relating to the outstanding petitions and charters of new Stakeholder Groups and potential amendment of those documents, as well as petitions and charters for new Constituency groups and the anticipated receipt of further petitions. Staff was directed to continue work towards implementation, and no Board action was taken.
2. New gTLD Implementation Updates
Staff provided update on implementation of new gTLDs. The specific items discussed were:
a. Implementation Recommendation Team
Staff discussed the work to date of the Implementation Recommendation Team formed pursuant to the Board’s resolution in Mexico City, and noted that there is a publicly available ICANN wiki on all of the overarching issues, including the IRT For the IRT, the wiki contains an identification of all 18 members with forthcoming statements of interest for each, as well as meeting notes. Papers fashioning five proposed solutions will also be posted there at the end of the week. The five papers address : 1) Use of protected marks at the second level/a White List; 2) Rapid Takedown mechanisms; 3) Post-delegation dispute resolution at the top level; 4) Thick WHOIS in registries; and 5) Confusion and similarity and the use of algorithm at the second level. The IRT is hosting a meeting on 11-13 May 2009 in San Francisco and continues to hold weekly teleconferences. Staff reported that community consultations on the IRT proposals will begin at the Sydney meeting, with two or three additional consultations in different regions including North America and Europe. Staff noted the significant amount of effort expended by the members of the IRT in generating this work.
b. Geographical Names
Staff provided an update to the Board that staff is working to present a proposal for Board consideration, pending review of the forthcoming GAC response to ICANN’s 17 March 2009 letter.
Staff will work to provide comment analysis on Version 2 of the Applicant Guidebook and updates to relevant portions of Version 2 in advance of the Sydney meeting as well as information to guide and assist community discussion on the overarching issues. The SSAC/RSSAC Scalability study is underway with a steering group and a report will be published for public comment prior to the Seoul meeting.
3. Approval of Seoul Budget - October 2009 Meeting Location
Whereas, ICANN intends to hold the third meeting of 2009 in Seoul;
Whereas management and staff have refined and reduced the expense associated with conducting the Meeting in Seoul through discussions and negotiations with the National Internet Development Agency of Korea (NIDA);
The Board agrees that Seoul, Korea be the location for ICANN’s October 2009 Meeting.
It is hereby resolved ( 2009.04.23.07 ) that the Board accepts the budget of $1.992M for the ICANN Meeting to be held in Seoul in October 2009.
All Board Members present unanimously approved this resolution.
Staff also reported that it will be submitting a recommendation to the Board for an ICANN meeting in Africa from 7-12 March 2010.
4. Agenda for Upcoming Board Retreat
Board discussed a proposed agenda for the upcoming Board retreat. Items for discussion include overarching issues on new gTLDs and the way forward for the organization.
5. Other Business
a. Phased Allocation Process for Single & Two-Character Domain Names in .BIZ, including proposed Contract Amendment
The Board reviewed the proposed contract amendment to the .BIZ Registry Agreement and received a comment summary from staff. The Board determined that further Board consideration was needed [regarding potential alteration in price term in Agreement].
b. Registrar Accreditation Agreement Update
The Board considered action on the pending amendments to the Registrar Accreditation Agreement during its 23 April 2009 Board Meeting. It was noted that the Public Comment period ended on 6 April 2009 and ICANN Staff provided a summary to the Board prior to the Board Meeting.
In addition, ICANN had recent discussions with the US Department of Commerce, following up on concerns originally raised in the DOC’s 1 August 2008 letter.
Based upon the board discussion, it determined that staff should prepare a letter to the DOC, confirming the benefits of the new RAA, prior to the Board’s final approval.
The board noted its intention to act on the amendments during its next board meeting in May 2009.
Bruce Tonkin withdrew himself from the discussion due to a stated conflict of interest.
c. Notice of Inquiry/JPA discussion – A discussion was held in private session.
d. Discussion of Charter of Community-Wide Working Group to Review The Structure of ICANN’s Present Geographic Regions
Board discussed the charter submitted by staff on the Community-Wide Working Group and noted that ICANN’s Address Supporting Organization (ASO) was not included therein. The Board elected to hold this matter over for further discussion.
e. Discussion of Posting for Public Comment the Plan for Enhancing Internet Security, Stability & Resiliency
The Board provided Staff with suggested additions to Plan to address Board concerns of comprehensive nature of document.
Resolved (2009-04-23-08) that the Board approves of the posting of the Plan for Enhancing Internet Security, Stability & Resiliency for public comment within one week, pending Staff working with the Board to amend the Plan to meet the Board’s concerns.
All Board Members present unanimously approved this resolution.
f. Approval of Board Governance Committee’s Recommendation of Procedures for Board Nominations
Withdrawn from the Board agenda for further consideration by the Board Governance Committee
6. Board Executive Session
Any actions taken during this section remain confidential.