Preliminary Report of Special Board Meeting
[Formal Minutes are still to be approved by the ICANN Board]
Note: This has not been approved by the Board and does not constitute minutes but does provide a preliminary attempt setting forth the unapproved reporting of the resolutions from that meeting. Details on voting and abstentions will be provided in the Board's Minutes, when approved by the board at a future meeting.
A Special Meeting of the ICANN Board of Directors was held via teleconference 30 July 2009 @ 19.00 UTC. Chairman Peter Dengate Thrush promptly called the meeting to order.
In addition to Chairman Peter Dengate Thrush the following Directors participated in all or part of the meeting: Rod Beckstrom (President and CEO), Roberto Gaetano (Vice Chairman), Harald Tveit Alvestrand, Raimundo Beca, Steve Crocker, Steven Goldstein, Dennis Jennings, Rita Rodin Johnston, Raymond A. Plzak, Mike Silber, Jean-Jacques Subrenat, Bruce Tonkin, and Katim Touray.
The following Board Liaisons participated in all or part of the meeting: Janis Karklins, GAC Liaison; Ram Mohan, SSAC Liaison; Thomas Narten, IETF Liaison; Thomas Roessler, TLG Liaison; Wendy Seltzer, ALAC Liaison; and Suzanne Woolf, RSSAC Liaison. Rajasekhar Ramaraj was not present for the meeting. This is a preliminary report of the approved resolutions resulting from the Special Meeting of the ICANN Board of Directors, which took place on 30 July 2009
A. Consent Agenda
- Board Finance Committee – Amended Investment Policy
Whereas, ICANN adopted its Investment Policy in November 2007.
Whereas, the Board Finance Committee requested that an outside expert review the
Investment Policy to ensure it is appropriate for ICANN.
Whereas, the outside expert completed a review of the ICANN Investment Policy and concluded that overall the Investment Policy is consistent with best practices of other similar organizations.
Whereas, the outside expert recommended that minor modifications of the Investment Policy be made to ensure that it is as strong as possible.
It is hereby resolved (2009.30.07.01) that the Board endorses the ICANN Investment
Policy and adopts the minor amendments to the Investment Policy.
- From the Board Governance Committee
- BGC Recommendation for Adoption of revised Conflicts of Interest Policy
Whereas the Board adopted the current Conflicts of Interest Policy on 4 March 1999;
Whereas the Board Governance Committee (BGC) reviewed and revised the Conflict of Interest (COI) Policy;
Whereas the COI Policy was posted for a 30‐day public comment period;
Whereas the BGC considered the public comments received and made a few additional revisions; and
Whereas the BGC recommends that the Board adopt the revised COI Policy.
It is hereby resolved (2009.30.07.02) that the revised Conflicts of Interest Policy is approved.
- Approval of Board Governance Committee Recommendation for Academia & Research Representative for 2010 Nominating Committee
Whereas, Section I.I of the Board Governance Committee charter directs the committee to recommend to the Board a nominee for the Academia and Research representative on the Nominating Committee,
Whereas, Professor Jan Gruntorád was selected and approved by the Board in July 2008 as the Academia and Research representative on the Nominating Committee for 2009,
Whereas, Professor Jan Gruntorád has agreed to serve as the Academia and Research representative on the Nominating Committee for 2010,
Whereas, the Board Governance support this nomination and recommends that the Board select and approve Professor Jan Gruntorád as the Academia and Research representative on the Nominating Committee for 2010,
Resolved (2009.30.07.03), the Board selects Professor Jan Gruntorád as the Academia and Research representative to the 2010 Nominating Committee.
- From the Structural Improvements Committee
- Approval of Structural Improvements Committee Recommendation on Composition of the NomCom Review Working Group
Whereas Article IV of ICANN Bylaws, Section 4 calls for periodic reviews of the key structures of ICANN;
Whereas the Structural Improvements Committee has the duty to oversight ICANN’s organizational review processes through the engagement of external reviewers, and is authorized to ‘Create and populate Working Groups for each of the Reviews’;
Whereas the Structural Improvements Committee considers that the work of the previously established NomCom review Working Group needs updating as to produce a report for public consultation;
Whereas the Structural Improvements Committee voted the following composition of the NomCom Review updating Working Group: Thomas Roessler (Chair), Alejandro Pisanty, Jonathan Cohen, Steve Goldstein; and all nominated Members accepted to serve in this role;
Resolved (2009.30.07.04), the composition of the NomCom Review updating Working Group as voted by the Structural Improvements Committee is hereby approved.
- Structural Improvements Committee Recommendation to direct staff to publish a Request for Proposal for the hiring of an external consultant for the Organizational Review of the ccNSO
Whereas Article IV of ICANN Bylaws, Section 4 states that ‘The Board shall cause a periodic review (…) of the performance and operation of each Supporting Organization, each Supporting Organization Council, each Advisory Committee (other than the Governmental Advisory Committee), and the Nominating Committee by an entity or entities independent of the organization under review’;
Whereas the Structural Improvements Committee has unanimously approved and submitted to the Board for approval the draft Request for Proposal (RfP) of the first independent review of the ICANN’s Country Code Names Supporting Organization, containing Terms of Reference and Instructions to Bidders;
Whereas the RfP was previously published for public comments for a period of 30 days, as directed by the Board, and no comments were received;
It is hereby resolved (2009.30.07.05) that the Request for Proposal (RfP) of the first independent review of the ICANN’s Country Code Names Supporting Organization is approved by the Board;
It is hereby resolved (2009.30.07.06) that the Request for Proposal (RfP) of the first independent review of the ICANN’s Country Code Names Supporting Organization be posted and advertised for soliciting applications from independent consultants.
- Structural Improvements Committee Recommendation for Adoption of the Paper on the Systematization of Organizational Review Processes
Whereas Article IV of ICANN Bylaws, Section 4 calls for periodic reviews of the key structures of ICANN;
Whereas the Structural Improvements Committee has the duty of ‘[r]eviewing, and suggesting changes as warranted to, ICANN’s policies and processes governing organizational review’;
Whereas the Structural Improvements Committee, based on lessons learned during the present phase of the first cycle of organizational reviews of key structures of ICANN, has reviewed the present Organizational Review processes and considers that these processes can be rationalized in order to achieve greater effectiveness and efficiency while increasing the accountability and transparency of ICANN;
Whereas, as directed by the Board, the attached paper entitled ‘Proposals for the Systematization of ICANN’s Organizational Review Processes’ was previously published for public comments for a period of 30 days and no comments were received suggesting changes to its terms; and
Whereas, at its 15 July 2009 meeting, the Structural Improvements Committee has unanimously approved the adoption of the proposals outlined in the papers, and a recommendation to the Board to adopt the proposals and direct staff to move towards implementation.
It is hereby resolved (2009.07.30.07) that the proposals set forth in the paper entitled ‘Proposals for the Systematization of ICANN’s Organizational Review Processes’ are adopted by ICANN.
- Review of Ombudsman Reports and Recommendations to the Board
Whereas, the Ombudsman has made recommendations to the Board of Directors following certain investigations conducted by the Ombudsman;
Whereas, the Board thanks the Ombudsman for his continuing service to ICANN;
Whereas, the Board has reviewed the Ombudsman’s recommendations to the Board; and
Whereas, the Board acknowledges that most of the Ombudsman’s recommendations have already been addressed.
It is hereby resolved (2009.07.30. 08) that as soon as practicable, Staff shall provide the Ombudsman with Board approved responses to the Ombudsman’s outstanding recommendations.
Resolutions 2009-07-30-01; 2009-07-30-02; 2009-07-30-03; 2009-07-30-04; 2009-07-30-05; 2009-07-30-06; 2009-07-30-07; 2009-07-30-08 were approved in a single vote approving the consent agenda items. All Board Members present unanimously approved these resolution.
B. Regular Agenda
- From the Structural Improvements Committee regarding GNSO Improvements
- Stakeholder Group Charters
The Board discussed the public comments received regarding the proposed Stakeholder Group Charter for the Non Commercial Stakeholder Group and the opposition raised by some of the members of the current Non Commercial Users Constituency, and discussed the need to clearly state that the period of time for which the transitional charter will remain in effect and that, upon reevaluation after the transitional period, the Board will reevaluate in full, including but not limited to the continued need for a constituency-based model. The Board received an update from Staff regarding the necessity for all proposed charters to be approved together to allow for the GNSO to move forward and seat the new council in Seoul.
The Board then took the following action:
Whereas, the Board determined at its May 2009 meeting that most of the New
GNSO Stakeholder Group Charters required revisions to ensure equitable participation and representation by new Constituencies and alignment with the
Board-approved GNSO Improvements Report;
Whereas, the Board’s Structural Improvements Committee (SIC) developed, posted, and discussed with the community revised SG Charter documents;
Whereas, the Staff has made further administrative and substantive edits to conform the documents with the SIC’s intention s, to address additional community comments and to resolve various, non-substantive typographical, form and style changes;
It is RESOLVED (2009.30.07.09), the Board approves each of the Charters of the Registries Stakeholder Group, The Registrars Stakeholder Group, The Commercial Stakeholder Group and the Non-Commercial Stakeholder Group as revised by the Structural Improvements Committee (copies of which accompany this resolution). The Board also approves additional charter elements to ensure the Bylaws principles of transparency, openness, fairness and representativeness and each Stakeholder Group is further directed to incorporate those additional charter elements into its permanent charter document at its earliest opportunity.
- Registries Stakeholder Group [PDF, 115 KB]
- Registrars Stakeholder Group [PDF, 57 KB]
- Commercial Stakeholder Group [PDF, 33 KB]
- Non-Commercial Stakeholder Group [PDF, 55 KB]
The Board will re-examine the Stakeholder Group structures and their operations in one year and, thereafter, every three years to assure adherence to the ICANN Bylaws principles.
In view of this resolution, the Board directs the Staff to re-initiate its work with the GNSO Constituency leaders to complete any necessary additional work on the re-confirmation of their existing charters (consistent with the principles and elements adopted with respect to the Stakeholder Group Charters) so that the
Board can act on those documents at its September special meeting.
Ten of the Board members present approved of this resolution. Three Board members opposed the resolution. The resolution passed.
Another Board Member who was not present at the time of the vote but was present later in the meeting, also asked that her dissent and asked that it be placed on the record regarding the board’s role in making appointments.
- Board Seats 13&14
The Board received an update on the compromise solution for the seating of Board Seats 13 and 14. The Board then took the following action:
Whereas, in June 2008, the Board formed a special working group (WG-GCR) to make specific recommendations regarding the restructuring of the GNSO Council.
Whereas, as part of a comprehensive set of compromise recommendations the WG-GCR recommended that Board Seats #13 and #14 be selected in alternate elections by the Contracted Party House and the Non-contracted Party House of the GNSO Council.
Whereas, the Board accords significant weight to the WG-GCR’s compromise recommendation in that it was formed through a thoroughly discussed and comprehensive community compromise.
It is RESOLVED (2009.30.07.10); The Board approves the original recommendation of the WG-GCR with respect to the election of Board seats #13 and #14. The Contract Party House of the GNSO Council will nominate candidates for Board Seat #13 and select a Board member candidate by a 60% majority of that voting house. The Non-Contract Party House will nominate candidates for Board Seat #14 and select a Board member candidate by a 60% majority of that voting house. There will be no other restriction on the nomination or election of those Board candidates.
All Board members in attendance unanimously approved of this resolution.
- New Constituencies
The Board received an update from Staff on the four pending petitions to form new constituencies within the GNSO. The Board then discussed that there are pending concerns with each petition, and received an update from the Structural Improvements Committee that it did not recommend the Board to take action on any of the petitions at this time, in favor of directing Staff to contact the prospective constituencies to inform of the issues within the petitions and allow for continued work prior to a Board decision.
- Changes to Bylaws
The Board received an update that Staff is working on preparing a package of all proposed amendments to the Bylaws that are required to seat a new GNSO Council in Seoul and allow the Bylaws to remain internally consistent.
- IDN ccTLD Fast Track Process
The Board received an update from Staff on the ongoing work on the IDN ccTLD Fast Track Process to keep on track for a launch of the process just after the Seoul meeting, including the institution of a pre-evaluation testing. The Board also discussed concerns relating to the fee issues and potential conflict with the Government Advisory Committee and ccNSO positions.
- New gTLDS – Remaining Open Issues
The Board received an update from Staff on the progress made on the launch of the New gTLD process and the remaining open issues, including trademark protection, malicious use, root server scaling and economic studies.
- JPA Progress Report
A confidential discussion was held on the progress of the JPA discussions.
- New CEO Progress Report
The CEO made a statement to the Board regarding his first 30 days in service to the organization, thanked all for the support they’ve given in integrating him into the organization and educating him, and encouraging all to continue to work with the important issues ahead.
- Document Deadline Policy for ICANN International Meetings from Public Participation Committee
Whereas the Public Participation Committee (PPC) was charged at the May 2009 Board meeting with producing and managing an operational policy for the publication of documents intended for use at ICANN’s international public meetings, starting with the Seoul meeting in October 2009;
Whereas the Committee has reviewed the document deadline temporary policy which was set up for the ICANN meeting in Sydney, and has held public and private meetings to discuss the impact and results of that policy;
Whereas the Committee remains aware that the introduction of a document deadline policy will have a significant impact on the organization and its pattern of work and so will need to be introduced with sensitivity and creative compromise;
It is hereby resolved (2009.07.30.11) that ICANN introduce a single 15-working-day document deadline for all ICANN international public meetings, from this point forward. That deadline will include all documentation for that meeting, as well as meeting agendas.
It is also hereby resolved (2009.07.30.12) that an operational policy providing fuller details of the document deadline be published for public comment for a period of 30 days and that its implementation be monitored by the PPC, who should report back to the Board with any suggested refinements, as needed.
The Board conducted an executive session without staff present, in confidence.
The Meeting was adjourned at approximately,