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Preliminary Report | Regular Meeting of the ICANN Board

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 Minutes, when approved at a future meeting.

NOTE ON ADDITIONAL INFORMATION INCLUDED WITHIN PRELIMINARY REPORT – ON RATIONALES – Where available, a draft Rationale for each of the Board's actions is presented under the associated Resolution. A draft Rationale is not final until approved with the minutes of the Board meeting.

A Regular Meeting of the ICANN Board of Directors was held in Barcelona, Spain on 25 October 2018 at 08:30 local time.

Cherine Chalaby, Chair, promptly called the meeting to order.

In addition to the Chair, the following Directors participated in all or part of the meeting: Maarten Botterman, Becky Burr, Ron da Silva, Chris Disspain (Vice Chair), Sarah Deutsch, Avri Doria, Rafael Lito Ibarra, Khaled Koubaa, Akinori Maemura, Göran Marby (President and CEO), George Sadowsky, Léon Sanchez, Matthew Shears, Mike Silber, and Lousewies van der Laan.

The following Board Liaisons participated in all or part of the meeting: Manal Ismail (GAC Liaison), Ram Mohan (SSAC Liaison), Kaveh Ranjbar (RSSAC Liaison), and Jonne Soininen (IETF Liaison).

Observing: Harald Alvestrand, Danko Jevtovic, Merike Kaeo, Nigel Roberts, and Tripti Sinha.

Secretary: John Jeffrey (General Counsel and Secretary).

  1. Consent Agenda:
    1. Security and Stability Advisory Committee (SSAC) Member Appointments
    2. Appointment of Root Server Operator Organization Representatives to the RSSAC
    3. Appointment of Root Server System Advisory Committee (RSSAC) Co-Chair
    4. Deferral of Transition to Thick WHOIS Consensus Policy Implementation
    5. Payment of Legal Invoice Exceeding $500,000
    6. Thank You to Community Members
    7. Thank You to Local Host of ICANN 63 Meeting
    8. Thank You to Sponsors of ICANN 63 Meeting
    9. Thank You to Interpreters, Staff, Event and Hotel Teams of ICANN 63 Meeting
  2. Main Agenda:
    1. Appointment of Board Designee to the Third Accountability and Transparency Review Team
    2. Geographic Regions Review Working Group Final Report
    3. Transfer of funds from Operating fund to Reserve fund
    4. New gTLD Applications for .AMAZON
    5. Independent Review Process Interim Supplementary Rules of Procedure
    6. Reserve Fund Replenishment Strategy
    7. Thank You to Lousewies van der Laan for her service to the ICANN Board
    8. Thank You to Jonne Soininen for his service to the ICANN Board
    9. Thank You to Mike Silber for his service to the ICANN Board
    10. Thank You to Ram Mohan for his service to the ICANN Board
    11. Thank You to George Sadowsky for his service to the ICANN Board

 

  1. Consent Agenda:

    The Chair introduced the items on the consent agenda. Kahaled Koubaa requested that the agenda item concerning the appointment of the Board member designee to the third Accountability and Transparency Review Team be removed from the Consent Agenda for discussion on the Main Agenda. The Board then took the following action:

    Resolved, the following resolutions in this Consent Agenda are approved:

    1. Security and Stability Advisory Committee (SSAC) Member Appointments

      Whereas, Article 12, Section 12.2(b) of the Bylaws governs the Security and Stability Advisory Committee (SSAC).

      Whereas, the Board, at Resolution 2010.08.05.07, approved Bylaws revisions that created three-year terms for SSAC members, required staggering of terms, and obligated the SSAC Chair to recommend the reappointment of all current SSAC members to full or partial terms to implement the Bylaws revisions.

      Whereas, the Board, at Resolution 2010.08.05.08 appointed SSAC members to terms of one, two, and three years beginning on 01 January 2011 and ending on 31 December 2011, 31 December 2012, and 31 December 2013.

      Whereas, in January 2018 the SSAC Membership Committee initiated an annual review of SSAC members whose terms are ending 31 December 2018 and submitted to the SSAC its recommendations for reappointments in August 2018.

      Whereas, on 22 August 2018, the SSAC members approved the reappointments.

      Whereas, the SSAC recommends that the Board reappoint the following SSAC members to three-year terms: Jaap Akkerhuis, Patrik Fältström, Ondrej Filip, Jim Galvin, Robert Guerra, Julie Hammer, Ram Mohan, Doron Shikmoni, and Suzanne Woolf.

      Resolved (2018.10.25.01), the Board accepts the recommendation of the SSAC and reappoints the following SSAC members to three-year terms beginning 01 January 2019 and ending 31 December 2021: Jaap Akkerhuis, Patrik Fältström, Ondrej Filip, Jim Galvin, Robert Guerra, Julie Hammer, Ram Mohan, Doron Shikmoni, and Suzanne Woolf.

      Rationale for Resolution 2018.10.25.01

      The SSAC is a diverse group of individuals whose expertise in specific subject matters enables the SSAC to fulfill its charter and execute its mission. Since its inception, the SSAC has invited individuals with deep knowledge and experience in technical and security areas that are critical to the security and stability of the Internet's naming and address allocation systems. The above-mentioned individuals provide the SSAC with the expertise and experience required for the Committee to fulfill its charter and execute its mission.

      This resolution is an organizational administrative function for which no public comment is required. The appointment of SSAC members is in the public interest and in furtherance of ICANN's mission as it contributes to the commitment of the ICANN to strengthen the security, stability, and resiliency of the DNS.

    2. Appointment of Root Server Operator Organization Representatives to the RSSAC

      Whereas, the ICANN Bylaws call for the establishment of the Root Server System Advisory Committee (RSSAC) with the role to advise the ICANN community and ICANN Board of Directors on matters relating to the operation, administration, security, and integrity of the Internet's Root Server System.

      Whereas, the ICANN Bylaws call for the ICANN Board of Directors to appoint one RSSAC member from each root server operator organization, based on recommendations from the RSSAC Co-Chairs.

      Whereas, the RSSAC Co-Chairs have recommended to the ICANN Board of Directors the appointment of representatives from Internet Systems Consortium (ISC), Inc.; National Aeronautics and Space Administration (NASA); ICANN organization; Netnod; University of Maryland; and Verisign, Inc. to the RSSAC.

      Resolved (2018.10.25.02), the Board appoints the following persons to serve on the RSSAC: Keith Bluestein and Karl Reuss through 31 December 2019; and Fred Baker, Matt Larson, Lars-Johan Liman, and Brad Verd through 31 December 2021.

      Rationale for Resolution 2018.10.25.02

      In May 2013, the root server operator organizations agreed to an initial membership of representatives for the RSSAC, each nominating an individual. The ICANN Board of Directors approved the initial membership of the RSSAC in July 2013 with staggered terms.

      The current term for the representatives from Internet Systems Consortium (ISC), Inc.; ICANN organization; Netnod; and Verisign, Inc. expires 31 December 2018. In September 2018, the ICANN organization and University of Maryland requested to change their representatives for the remainder of the current term, which expires on 31 December 2019.

      The appointment of RSSAC members is not anticipated to have any fiscal impact on the ICANN organization that has not already been accounted for in the budgeted resources necessary for ongoing support of the RSSAC.

      This resolution is an organizational administrative function for which no public comment is required. The appointment of RSSAC members is in the public interest and in furtherance of ICANN's mission as it contributes to the commitment of the ICANN organization to strengthen the security, stability, and resiliency of the DNS.

    3. Appointment of Root Server System Advisory Committee (RSSAC) Co-Chair

      Whereas, the ICANN Bylaws state that the ICANN Board of Directors shall appoint the co-chairs and members of the RSSAC.

      Whereas, on 24 October 2018, the RSSAC conducted an election for one co-chair position and elected Fred Baker to a two-year term as co-chair.

      Whereas, the RSSAC recommends that the Board take action with respect to the appointment of the RSSAC Co-Chair.

      Resolved (2018.10.25.03), the Board accepts the recommendation of the RSSAC and appoints Fred Baker as Co-Chair of the RSSAC and extends its best wishes on this important role.

      Rationale for Resolution 2018.10.25.03

      The ICANN Bylaws call for the ICANN Board of Directors to appoint the RSSAC Co-Chairs as selected by the membership of the RSSAC. The appointment of the RSSAC Co-Chairs will allow the RSSAC to be properly composed to serve its function as an advisory committee.

      The appointment of the RSSAC Co-Chairs is not anticipated to have any fiscal impact on the ICANN organization that has not already been accounted for in the budgeted resources necessary for ongoing support of the RSSAC.

      This is an organizational administrative function for which no public comment is required. The appointment of the RSSAC Co-Chairs contributes to the commitment of the ICANN organization to strengthen the security, stability, and resiliency of the DNS.

    4. Deferral of Transition to Thick WHOIS Consensus Policy Implementation

      Whereas, the Thick WHOIS Transition Policy for .COM, .NET and .JOBS ("Thick WHOIS Policy") requires Verisign to begin accepting "Thick" registration data from registrars for .COM and .NET starting 31 May 2019, all new domain name registrations must be submitted to the registry as "Thick" starting on 30 November 2019 at the latest, and all relevant registration data for existing domain names must be migrated from "Thin" to "Thick" by 31 May 2020.

      Whereas, in preparation to complete the deployment to accept Thick WHOIS data, Verisign proposed amendments to the registry-registrar agreements for .COM and .NET.

      Whereas, the Registrar Stakeholder Group expressed concerns about agreeing to Verisign's proposed amendments based on issues relating to the European Union's General Data Protection Regulation, the processing of data, and new requirements and obligations imposed on the registrars. ICANN org has also provided comments to Verisign regarding the proposed amendments.

      Whereas, ICANN org has been facilitating discussions between Verisign and the Registrar Stakeholder Group to reach agreement on the proposed amendments to the registry-registrar agreements to implement the Thick WHOIS Transition Policy.

      Whereas, ICANN org, Verisign and the Registrar Stakeholder Group need additional time to reach agreement on the proposed amendments to the applicable registry-registrar agreements to implement the Thick WHOIS Transition Policy.

      Whereas, the deferred enforcement period will allow the affected contracted parties additional time to assess the progress of the Expedited Policy Development Process Team's work to formulate a Consensus Policy to replace the Temporary Specification for gTLD Registration Data.

      Resolved (2018.10.25.04), the President and CEO, or his designee(s), is authorized to defer compliance enforcement of the Thick WHOIS Transition Policy to 31 May 2019, 30 November 2019, and 31 May 2020, respectively, to allow additional time for the registrars and Verisign to reach agreement on amendments needed to applicable agreements to implement the Policy.

      Rationale for Resolution 2018.10.25.04

      The Thick WHOIS Transition Policy specifies a phased approach to transition the .COM and .NET registries from "Thin" to "Thick" WHOIS. The three phases are:

      1. Registry operator to begin accepting Thick WHOIS data from registrars,
      2. New .COM and .NET domain name registrations to be created as thick registrations, and
      3. The complete migration of all existing domain registration data from "Thin" to "Thick" one year following the date the registry operator begins accepting Thick WHOIS data from registrars.

      The Thick WHOIS Transition Policy requires Verisign to begin accepting "Thick" registration data from registrars starting 30 November 2018, registrars to submit Thick registration data to the .COM, .NET, and .JOBS registries for all new domain name registrations starting on 30 April 2019, and the migration of all existing domain registration data from Thin to Thick by 31 January 2020. In preparation for accepting Thick WHOIS data, Verisign, the registry operator for .COM and .NET and the back-end registry services provider for .JOBS, proposed amendments to the registry-registrar agreements for .COM and .NET to have the legal framework necessary for acceptance of the data. While the Thick WHOIS Consensus Policy also applies to the .JOBS TLD, the registry operator for .JOBS, Employ Media, did not require changes to the Registry-Registrar Agreement to begin accepting Thick registration data and registrars have already started submitting Thick registration data for .JOBS as per the Policy.

      Following the Registry-Registrar Agreement Amendment Procedure, ICANN org has been facilitating discussions between Verisign and the Registrar Stakeholder Group to reach agreement on the proposed amendments to the registry-registrar agreements, but the parties have not yet reached agreement. Also, ICANN has provided comments on the proposed amendments to the registry-registrar agreements, which are being discussed with Verisign. Additionally, the community is working to consider the Temporary Specification for gTLD Registration Data as a Consensus Policy.

      The Board is taking action at this time to authorize the ICANN President and CEO to defer compliance enforcement of the Thick WHOIS Policy for an additional six months. The deferral will allow additional time for Verisign, registrars and ICANN to reach agreement on the amendments needed to the registry-registrar agreements to implement the Policy. This deferred enforcement period will also allow the Expedited Polity Development Process Team to determine if the Temporary Specification for gTLD Registration Data should become an ICANN Consensus Policy while complying with the GDPR and other relevant privacy and data protection law.

      As a result of the Board's action, ICANN org will begin compliance enforcement of the Policy requirement for registrars to submit all new domain name registrations to the registry as Thick starting on 30 November 2019, and all relevant registration data for existing domain names must be migrated from Thin to Thick by 31 May 2020. The optional milestone date for registrars to begin voluntarily submitting Thick data to the registry will be 31 May 2019 presuming there are no additional changes as a result of the Expedited Policy Development Process Team's recommendations.

      During this period of deferred compliance enforcement, ICANN org will continue to work with Verisign and the Registrar Stakeholder Group to facilitate discussions on the proposed amendments.

      The Board's deliberations on this matter referenced several significant materials including:

      The Board's action is not anticipated to have a fiscal impact on ICANN that is not already anticipated in the current budget. This resolution is an organizational administrative function for which no public comment is required. This action is in the public interest as it helps to ensure a consistent and coordinated implementation of policies in gTLDs.

    5. Payment of Legal Invoice Exceeding $500,000

      Whereas, one of outside legal counsel's invoices for July 2018 has exceeded $500,000, which pursuant to ICANN's Contracting and Disbursement Policy requires Board approval to pay.

      Whereas, ICANN organization and the Board Finance Committee (BFC) has recommended that the Board authorize the payment of the above reference legal invoice.

      Resolved (2018.10.25.05), the Board hereby authorizes the President and CEO, or his designee(s), to pay outside legal counsel's July 2018 invoice.

      Rationale for Resolution 2018.10.25.05

      When required, ICANN must engage outside legal counsel to help prepare for and defend against all types of disputes that are brought against ICANN. When those disputes become highly contentious they often require significant involvement during a certain time period by outside counsel and that significant amount of time also results in significant fees and related expenses.

      Per ICANN's Contracting and Disbursement policy (https://www.icann.org/resources/pages/contracting-disbursement-policy-2015-08-25-en), if any invoice calls for disbursement of more than $500,000 Board approval is required to make the payment. In the month of July 2018, during which ICANN was preparing for trial (which ultimately was postponed), one of ICANN's outside counsel invoices exceeded $500,000. Accordingly, the Board has been asked by the organization to approve payment of that invoice, which the BFC has reviewed and which the Board has done through this resolution.

      The Board is comfortable that ICANN organization, including ICANN's General Counsel's Office, is properly monitoring the work performed and expenses incurred by outside legal counsel to ensure that all fees and costs are appropriate under the given circumstances at any given time. Therefore, the Board is comfortable taking this decision.

      Taking this Board action fits squarely within ICANN's mission and the public interest in that it ensures that payments of large amounts for one invoice to one entity are reviewed and evaluated by the Board if they exceed a certain amount of delegated authority through ICANN's Contracting and Disbursement Policy. This ensures that the Board is overseeing large disbursements and acting as proper stewards of the funding ICANN receives from the public.

      While this will have a fiscal impact on ICANN, it is an impact that was contemplated in the FY19 budget and as part of the New gTLD Program Application Fee. This decision will not have an impact on the security, stability or resiliency of the domain name system.

      This is an Organizational Administrative Function that does not require public comment.

    6. Thank You to Community Members

      Whereas, ICANN wishes to acknowledge the considerable effort, skills, and time that members of the stakeholder community contribute to ICANN.

      Whereas, in recognition of these contributions, ICANN wishes to express appreciation for and thank members of the community when their terms of service end in relation to our Supporting Organizations, Advisory Committees, the Customer Standing Committee, the Nominating Committee, and the Public Technical Identifiers Board.

      Whereas, the following members of the Address Supporting Organization are concluding their terms of service:

      • Tomohiro Fujisaki, Address Supporting Organization Address Councilor
      • Wilfried Wöber, Address Supporting Organization Address Councilor

      Resolved (2018.10.25.06), Tomohiro Fujisaki and Wilfried Wöber have earned the deep appreciation of the ICANN Board of Directors for their terms of service, and the ICANN Board of Directors wishes them well in their future endeavors within the ICANN community and beyond.

      Whereas, the following members of the County Code Names Supporting Organization are concluding their terms of service:

      • Ben Fuller, County Code Names Supporting Organization Council Liaison
      • Nigel Roberts, County Code Names Supporting Organization Councilor
      • Christelle Vaval, County Code Names Supporting Organization Councilor

      Resolved (2018.10.25.07), Ben Fuller, Nigel Roberts, and Christelle Vaval have earned the deep appreciation of the ICANN Board of Directors for their terms of service. The ICANN Board of Directors wishes them well in their future endeavors within the ICANN community and beyond, and joins the community in offering our condolences to the family of Ben Fuller on his passing.

      Whereas, the following members of the Generic Names Supporting Organization are concluding their terms of service:

      • Donna Austin, Generic Names Supporting Organization Council Vice Chair
      • Farzaneh Badii, Non-Commercial Stakeholder Group Chair
      • Phil Corwin, Generic Names Supporting Organization Councilor
      • Samantha Demetriou, Registries Stakeholder Group Vice Chair
      • Paul Diaz, Registries Stakeholder Group Chair
      • Heather Forrest, Generic Names Supporting Organization Chair
      • Susan Kawaguchi, Generic Names Supporting Organization Councilor
      • Andrew Mack, Business Constituency Chair
      • Stephanie Perrin, Generic Names Supporting Organization Councilor
      • Renata Aquino Ribeiro, Non-Commercial Users Constituency Chair
      • Lori Schulman, Intellectual Property Constituency Treasurer
      • Greg Shatan, Intellectual Property Constituency President
      • Stephane Van Gelder, Registries Stakeholder Group Vice Chair

      Resolved (2018.10.25.08), Donna Austin, Farzaneh Badii, Phil Corwin, Samantha Demetriou, Paul Diaz, Heather Forrest, Susan Kawaguchi, Andrew Mack, Stephanie Perrin, Renata Aquino Ribeiro, Greg Shatan, Lori Schulman, and Stephane Van Gelder have earned the deep appreciation of the ICANN Board of Directors for their terms of service. The ICANN Board of Directors wishes them well in their future endeavors within the ICANN community and beyond, and joins the community in offering our condolences on the passing of Stephane Van Gelder.

      Whereas, the following members of the At-Large community are concluding their terms of service:

      • Maritza Aguero, Latin American and Caribbean Islands Regional At-Large Organization Secretary
      • Humberto Carrasco, Latin American and Caribbean Islands Regional At-Large Organization Chair
      • Alan Greenberg, At-Large Advisory Committee Chair
      • Bastiaan Goslings, At-Large Advisory Committee Vice Chair
      • Maureen Hilyard, At-Large Advisory Committee Vice Chair
      • Andrei Kolesnikov, At-Large Advisory Committee Member
      • Bartlett Morgan, At-Large Advisory Committee Leadership Team Member
      • Seun Ojedeji, At-Large Advisory Committee Leadership Team Member
      • Alberto Soto, At-Large Advisory Committee Member

      Resolved (2018.10.25.09), Maritza Aguero, Humberto Carrasco, Alan Greenberg, Bastiaan Goslings, Maureen Hilyard, Bartlett Morgan, Seun Ojedeji, and Alberto Soto have earned the deep appreciation of the ICANN Board of Directors for their terms of service, and the ICANN Board of Directors wishes them well in their future endeavors within the ICANN community and beyond.

      Whereas, the following member of the Governmental Advisory Committee is concluding her term of service:

      • Milagros Castañon, Governmental Advisory Committee Vice Chair

      Resolved (2018.10.25.10), Milagros Castañon has earned the deep appreciation of the ICANN Board of Directors for her term of service, and the ICANN Board of Directors wishes her well in her future endeavors within the ICANN community and beyond.

      Whereas, the following members of the Root Server System Advisory Committee are concluding their terms of service:

      • Venkateswara Dasari, Root Server System Advisory Committee Alternate Representative
      • Grace De Leon, Root Server System Advisory Committee Alternate Representative
      • Ray Gilstrap, Root Server System Advisory Committee Alternate Representative
      • Johan Ihrén, Root Server System Advisory Committee Alternate Representative
      • Kevin Jones, Root Server System Advisory Committee Representative
      • Tripti Sinha, Root Server System Advisory Committee Co-Chair

      Resolved (2018.10.25.11), Venkateswara Dasari, Grace De Leon, Ray Gilstrap, Johan Ihrén, Kevin Jones, and Tripti Sinha have earned the deep appreciation of the ICANN Board of Directors for their terms of service, and the ICANN Board of Directors wishes them well in their future endeavors within the ICANN community and beyond.

      Whereas, the following members of the Customer Standing Committee are concluding their terms of service:

      • Jay Delay, Customer Standing Committee Member
      • Kal Feher, Customer Standing Committee Member
      • Elise Lindeberg, Customer Standing Committee Liaison

      Resolved (2018.10.25.12), Jay Delay, Kal Feher, and Elise Lindeberg have earned the deep appreciation of the ICANN Board of Directors for their terms of service, and the ICANN Board of Directors wishes them well in their future endeavors within the ICANN community and beyond.

      Whereas, the following members of the Nominating Committee are concluding their terms of service:

      • Theo Geurts, Nominating Committee Member
      • Sandra Hoferichter, Nominating Committee Member
      • Hans Petter Holen, Nominating Committee Associate Chair
      • Danny McPherson, Nominating Committee Member
      • Jose Ovidio Salguiero, Nominating Committee Member
      • Jay Sudowski, Nominating Committee Member

      Resolved (2018.10.25.13), Theo Geurts, Sandra Hoferichter, Hans Petter Holen, Danny McPherson, Jose Ovidio Salguiero, and Jay Sudowski have earned the deep appreciation of the ICANN Board of Directors for their terms of service, and the ICANN Board of Directors wishes them well in their future endeavors within the ICANN community and beyond.

    7. Thank You to Local Host of ICANN 63 Meeting

      The Board wishes to extend its thanks to Nadia Calviño, the Minister for Economy and Business of Spain, and the local host organizers, Ministry of Economy and Business of Spain and RED.ES.

    8. Thank You to Sponsors of ICANN 63 Meeting

      The Board wishes to thank the following sponsors: Fundació puntCAT, Verisign, Public Interest Registry, CORE Association, Nominet, Knipp Medien und Kommunikation GmbH, The Canadian Internet Registration Authority (CIRA), Afilias plc, Domain Connect, CentralNic, ICU, Data Provider, Denic Eg, Domgate, Neustar, and Radix.

    9. Thank You to Interpreters, Staff, Event and Hotel Teams of ICANN 63 Meeting

      The Board expresses its deepest appreciation to the scribes, interpreters, audiovisual team, technical teams, and the entire ICANN org staff for their efforts in facilitating the smooth operation of the meeting. The Board would also like to thank the management and staff of Centre Convencions Internacional Barcelona (CCIB) for providing a wonderful facility to hold this event. Special thanks are extended to Elisabet Caravaca, Project Manager; Raquel Jimenez, Project Manager; Laura-Marco Turro, Project Manager F&B; Charlotte d'Indy, Project Manager F&B; Inés Buch Ubach, Satellites Manager; Jordi Gay, IT Supervisor; and Bart Van Campen, Manager of ASP Group.

    All members of the Board present voted in favor of Resolutions 2018.10.25.01, 2018.10.25.02, 2018.10.25.03, 2018.10.25.04, 2018.10.25.05, 2018.10.25.06, 2018.10.25.07, 2018.10.25.08, 2018.10.25.09, 2018.10.25.10, 2018.10.25.11, 2018.10.25.12, and 2018.10.25.13. The Resolutions carried.

  2. Main Agenda:

    1. Appointment of Board Designee to the Third Accountability and Transparency Review Team

      Becky Burr introduced the agenda item and explained that the the Board is considering appointing a Board director or liaison to serve as a member of the third Accountability and Transparency Review Team (ATRT3) in order to fulfill the Board's obligations under the Bylaws.

      Board members commented on the importance of the work of the ATRT3, and committed to support the work of the Review Team. It was noted that the Board Organizational Effectivness Committee would be monitoring the work of the ATRT3 and would also provide its support to the Review Team.

      After discussion, the Board took the following action:

      Whereas, the ICANN Bylaws specify that the Board shall cause a periodic review of ICANN's execution of its commitment to maintain and improve robust mechanisms for public input, accountability, and transparency to ensure that the outcomes of its decision-making reflect the public interest and are accountable to the Internet community ("Accountability and Transparency Review").

      Whereas, the third Accountability and Transparency Review process (ATRT3) began with a call for volunteers for review team in January 2017.

      Whereas, the proposed next steps after consultation with the community include community reconfirmation of review team nominees and the appointment of the review team by the SO/AC chairs by 30 November 2018. The third Accountability and Transparency Review Team is proposed to commence its substantive work in January 2019.

      Whereas, under Section 4.6 of the Bylaws, the Board may appoint a Director or Liaison to serve as a member of the Accountability and Transparency Review Team and the Board has considered the skills and experience relevant to the third Accountability and Transparency Review Team.

      Whereas, the Board Governance Committee has recommended that the Board designate Maarten Botterman to serve as a member of the third Accountability and Transparency Review Team.

      Whereas, the Organizational Effectiveness Committee recommended that the Board request ATRT3 to adopt its Terms of Reference and Work Plan within 60 days of convening its first meeting and submit these documents to the Board and to the leadership of the Supporting Organizations and the Advisory Committees, to confirm compliance with Bylaws provisions and ICANN community expectations.

      Whereas, the Bylaws specify that the Accountability and Transparency Review Team should issue its final report within one year of convening its first meeting, which informs the timing requested by the Board.

      Resolved (2018.10.25.14), the Board hereby appoints Maarten Botterman to serve as a member of ATRT3.

      Resolved (2018.10.25.15), the Board requests that ATRT3 adopt its Terms of Reference and Work Plan within 60 days of convening its first meeting, and submit these documents to the Board and to the leadership of the Supporting Organizations and the Advisory Committees, to confirm that the team's scope and timeline are consistent with the requirements of the ICANN Bylaws and ICANN community expectations.

      All members of the Board present voted in favor of Resolutions 2018.10.25.14 – 2018.10.25.15. The Resolutions carried.

      Rationale for Resolutions 2018.10.25.14 – 2018.10.25.15

      Why is the Board addressing the issue?

      On 1 October 2016, new Bylaws became effective following the IANA Stewardship Transition that introduced new commitments to enhance ICANN's accountability. These Bylaws incorporated the reviews that previously were found in the Affirmation of Commitments, and specified new selection procedures for convening them, now referred to as "Specific Reviews." This created an opportunity for the Board to designate a representative to participate as a member of each of the Specific Review teams.

      ICANN organization launched a Call for Volunteers for ATRT3 on 31 January 2017.  The community nomination process was still open when ICANN organization posted a public comment proceeding on Short-term Options for Specific Reviews (May – July 2018) to invite feedback on options on whether and how to adjust the timeline for ATRT3. ICANN organization then posted Next Steps for Reviews in September 2018, setting the proposed path forward for ATRT3 (community appointment of ATRT3 members by 30 November 2018; first meeting in January 2019).

      With the launch of the third Accountability and Transparency Review in January 2017, the Board has chosen to appoint a representative for this important review. Additionally, the Board is requesting that the third Accountability and Transparency Review Team (ATRT3) provide the Board with its adopted Terms of Reference and Work Plan within 60 days of convening its first meeting.

      What is the proposal being considered?

      The proposal being considered is that Maarten Botterman be appointed by the Board to serve as a member of ATRT3, based on skill and experience relevant to this review. In line with established best practices for all Specific Reviews and because the Bylaws specify that ATRT3 should issue its final report within one year of convening its first meeting, the Board is requesting ATRT3 to adopt its Terms of Reference and Work Plan on a timely basis and submit these documents to the Board and to the leadership of the Supporting Organizations and the Advisory Committees.

      The Terms of Reference should demonstrate at a high level how the objective of the review will be accomplished within the required time frame and with specified resources. It should provide a clear articulation of work to be done and a basis for how the success of the project will be measured. The Work Plan should detail the specific tasks to be performed to effectively complete the scope of work of the review (the topics ATRT3 will address, within the bounds of ICANN Bylaws), with clear deadlines, milestones and task owners. The Board is responsible for confirming that the Bylaws provisions for Specific Reviews are adhered to and that there are adequate resources available for ATRT3 to complete its work on a timely basis.

      Which stakeholders or others were consulted?

      The Board consulted with the Board Governance Committee (BGC) and the Organizational Effectiveness Committee (OEC). The BGC recommended a suitable Board designee based on the Bylaws-mandated broad scope of this review, and the skills and experience detailed in the Call for Volunteers. Based on its oversight of reviews, the OEC recommended good practices for conducting effective reviews on a timely basis. While no consultation with the community was required for this Board action, the Board took into consideration community input on Draft Operating Standards and on Short-term Options for Specific Reviews.

      What concerns, or issues were raised by the community?

      The community expressed strong support for all Specific Review Teams (including ATRT3) to set their own scope without prior community consultation but agreed that the Board has a responsibility to ensure adherence to the Bylaws. Additionally, the community has been supportive of ATRT3 providing timely information to the SO/AC leadership to gather community input and confirmation that their needs are addressed by the review team.

      What significant materials did the Board review?

      The Board reviewed relevant Bylaws sections, Specific Review Process documentation, Call for Volunteers to serve on ATRT3, public comments on Short-term options for Specific Reviews, and the proposed Next Steps for Reviews.

      What factors did the Board find to be significant?

      The Board found several factors to be significant:

      • skill and experience required to conduct this review,
      • importance of timely and clearly-formulated Terms of Reference and Work Plan, and
      • the need for ICANN Community to be informed about the work of the review team on a timely basis.

      Are there positive or negative community impacts?

      This Board action is expected to have a positive impact on the community by adding useful skills and expertise to this important review and by encouraging timely completion of the third Accountability and Transparency Review, within the bounds of the ICANN Bylaws.

      Are there fiscal impacts or ramifications on ICANN (strategic plan, operating plan, budget); the community; and/or the public?

      This Board action is anticipated to have a positive fiscal impact, by encouraging timely and efficient completion of the third Accountability and Transparency Review work within the Bylaws-specified 12-month period. The expenses associated with conducting the third Accountability and Transparency Review are included in the ICANN Budget for Fiscal Year 2019.

      Are there any security, stability or resiliency issues relating to the DNS?

      This Board action is not expected to have a direct effect on security, stability or resiliency issues relating to the DNS.

      How is this action within ICANN's mission and what is the public interest served in this action?

      The Board's action is consistent with ICANN's commitment pursuant to section 4.6 of the Bylaws to maintain and improve robust mechanisms for public input, accountability, and transparency so as to ensure that the outcomes of its decision-making reflect the public interest and that ICANN is accountable to all stakeholders.

      This action will serve the public interest by fulfilling ICANN's commitment to maintaining and improving its accountability and transparency.

      Is public comment required prior to Board action?

      This decision is an Organizational Administrative Function that does not require public comment.

    2. Geographic Regions Review Working Group Final Report

      Chris Disspain introduced the agenda item, and provided background on the status of the final report of Geographic Regions Review Working Group, and some of the key conclusions of the report. He noted that the report concluded that the general principle of geographic diversity is valuable and should be preserved, and that the application of the geographic diversity principles must be more rigorous, clear and consistent. He also reported that the Geographic Regions Review Working Group considered adjusting the number of ICANN regions, but ultimiatly concluded that doing so was not currently practical.

      After discussion, the Board took the following action:

      Whereas, the cross-community Geographic Regions Review Working Group has produced its Final Report in which it proposed a series of findings and recommendations regarding the ongoing application of the ICANN organization's geographic regions framework.

      Whereas, in addition to several public comment forums conducted during the Working Group's deliberations, a public comment period of 120 days was provided following submission of the Final Report to give the community an opportunity to thoroughly review the proposals and provide any additional comments on the Working Group's recommendations.

      Whereas, the Board's Organizational Effectiveness Committee has reviewed the process followed and recommends that the Board approves the actions identified in the accompanying "Recommendations Mapping Document".

      Whereas, the Board has considered the comments of the community and operational recommendations from ICANN organization.

      Resolved (2018.10.25.16), the ICANN Board accepts the Working Group recommendations that are consistent with the accompanying "Recommendations Mapping Document" and directs the ICANN organization to implement those recommendations in a manner that aligns with the Board's expectations as outlined in the mapping document.

      All members of the Board present voted in favor of Resolution 2018.10.25.16. The Resolution carried.

      Rationale for Resolution 2018.10.25.16

      Why is the Board addressing this issue now?

      The Board-chartered cross-community Geographic Regions Review Working Group submitted its Final Report recommendations to the Chair of the ICANN Board on 4 November 2015. In accordance with the Working Group's recommendation, the Board sought additional community comment on the Working Group recommendations.

      What are the proposals being considered?

      The Working Group's Final Report provided an extensive series of conclusions, proposals and recommendations including:

      1. The Working Group concludes that the general principle of geographic diversity is valuable and should be preserved.
      2. Application of the geographic diversity principles must be more rigorous, clear and consistent.
      3. Adjusting the number of ICANN geographic regions is not currently practical.
      4. No other International Regional Structures offer useful options for ICANN.
      5. ICANN must formally adopt and maintain its own unique Geographic Regions Framework.
      6. The Community wants to minimize any changes to the current structure.
      7. ICANN must acknowledge the sovereignty and right of self-determination of states to let them choose their region of allocation.
      8. ICANN communities have flexibly applied geographic diversity principles over the years. While the Board should remain strictly subject to the current framework, flexibility should be preserved for other structures.
      9. "Special Interest Groups" or "Cross-Regional Sub-Groups" offer new diversity opportunities.
      10. Implementation mechanisms and processes must be developed by Staff.
      11. The Board must preserve its oversight and future review opportunities.

      What stakeholders or others were consulted?

      All ICANN Supporting Organizations and Advisory Committees were invited to participate in the Working Group. At various times throughout the effort, the ALAC, ASO, ccNSO and GNSO had representatives in the Working Group. The GAC Chair also participated early in the process. Prior to submission of the Working Group's Final Report, comments were provided by the ALAC, ccNSO, GNSO and the GAC Chair. The formal ALAC, ccNSO and GNSO comments accompanied the submission of the Final Report.

      What significant materials did the Board review?

      The Board reviewed the Working Group's Final Report, including formal written statements from the ALAC, ccNSO and GNSO. The Board also received a copy of the Staff Summary Report of Public Comments received and a mapping document that aligned the Working Group's conclusions and recommendations with community comments and suggestions for resolution of each.

      What factors did the Board find to be significant?

      The Board considered the extensive time frame taken by the Working Group to produce the recommendations, the extensive consultation with various community groups and opportunities for input, the concurrent developments surrounding the IANA Stewardship Transition and the creation of the Empowered Community in arriving at its resolution.

      Are there positive or negative community impacts?

      The community had multiple opportunities to participate in and comment on the work of the Working Group. The final recommendations from the Working Group represent a consensus from across the ICANN community, and will ensure continued certainty in the community's operations in ensuring that there is geographic diversity and representation in its policy and advisory activities.

      This decision is in the public interest and within ICANN's mission, as it supports ICANN org's work to ensure the stable and secure operation of the Internet's unique identifier systems.

      Are there fiscal impacts/ramifications on ICANN (Strategic Plan, Operating Plan, Budget); the community; and/or the public?

      Implementation of the Working Group's recommendations is not expected to have any immediate fiscal impacts/ramifications on the organization, the community or the public.

      Are there any Security, Stability or Resiliency issues relating to the DNS?

      Implementation of the Working Group's recommendations is not expected to have any substantive impact on the security, stability and resiliency of the domain name system.

      Is this either a defined policy process within ICANN's Supporting Organizations or ICANN's Organizational Administrative Function decision requiring public comment or not requiring public comment?

      While public comment opportunities regarding this matter were numerous and extensive, no further comment opportunities are required. The decision to provide an additional public comment opportunity reflects the Board's interest in receiving additional feedback from the community before it deliberates on the recommendations of the Working Group. The Board anticipates that implementation of certain specific recommendations set forth in the accompanying "mapping" document may require further community review and comment.

    3. Transfer of funds from Operating fund to Reserve fund

      Ron da Silva, Chair of the Board Finance Committee, introduced the agenda item. He explained that every year ICANN evaluates the appropriate level of funding for the operating fund, which is used to address general operations of ICANN org such as payroll, accounts payable, and receivables. He reported that this year, a $3 million excess has been identified and the recommendation being considered by the Board is to transfer the excess in the operating fund into the reserve fund.

      After discussion, the Board took the following action:

      Whereas, the Operating Fund includes the funds used for ICANN's day-to-day operations and must contain enough funds to cover at a minimum ICANN's expected expenditures for three months.

      Whereas, periodically, any funds considered to be in excess of the three-month minimum should be transferred to the Reserve Fund.

      Whereas, ICANN organization has performed an analysis of the required levels of the Operating Funds and has determined that the balance of the Operating Fund as of 30 June 2018, based on the unaudited Financial Statements, contained excess funds.

      Resolved (2018.10.25.17), the Board authorizes the President and CEO, or his designee(s), to transfer US$3,000,000 from the Operating Fund to the Reserve Fund.

      All members of the Board present voted in favor of Resolution 2018.10.25.17. The Resolution carried.

      Rationale for Resolution 2018.10.25.17

      Per ICANN's Investment Policy, the Operating Fund contain funds to cover a minimum of three months of ICANN organization's operating expenses, and that any amount determined to be in excess may be transferred to the Reserve Fund (see https://www.icann.org/resources/pages/investment-policy-2018-03-12-en).

      ICANN Organization evaluated the Operating Fund as of the end of FY18 on the basis of its unaudited Financial Statements, and has determined that excess funds of US$3,000,000 should be transferred from the Operating Fund to the Reserve Fund.

      This action is in the public interest and is consistent with ICANN's mission as it is important to ensure stability of ICANN organization in the way of a robust Reserve Fund in case use of a Reserve Fund becomes necessary.

      This action will not have a financial impact on ICANN, and will not have any impact on the security, stability or resiliency of the domain name system.

      This is an Organizational Administrative function that does not require public comment.

    4. New gTLD Applications for .AMAZON

      Göran Marby, President and CEO, introduced the agenda item, and acknowledged the effots of Amazon EU S.à r.l. (Amazon corporation) and the countries in the Amazon Cooperation Treaty Organization (ACTO) in developing a workable way forward for the possible delegation of .AMAZON and related IDNs in Chinese and Japanese. He noted that he would be accepting the invitation from the ACTO countries to finalize the last round of discussions in Brazil.

      Board members commented on the importance of public interest committements (PICs) to help balance the competing issues at of the parties. Also, Board members thanked ICANN executivites who helped facilitate discussions. They also acknowleged the dedication of Amazon corporation and the governments involved to arrive at this point.

      After discussion, the Board took the following action:

      Whereas, in 2012, Amazon EU S.à r.l. (Amazon corporation) applied for .AMAZON and two Internationalized Domain Name (IDN) versions of the word 'Amazon' (.AMAZON applications). The .AMAZON applications were the subject of GAC Early Warnings submitted by the governments of Brazil and Peru (with the endorsement of Bolivia, Ecuador and Guyana), which put the Amazon corporation on notice that these governments had a public policy concern about the applied-for strings.

      Whereas, on 29 October 2017, the Board asked the GAC for additional information regarding the GAC's advice on the .AMAZON applications. In its November 2017 Abu Dhabi Communiqué, the GAC advised the Board to "[c]ontinue facilitating negotiations between the Amazon Cooperation Treaty Organization's (ACTO) member states and the Amazon corporation with a view to reaching a mutually acceptable solution to allow for the use of .amazon as a top-level domain name."

      Whereas, on 4 February 2018, the ICANN Board accepted the GAC advice and directed the President and CEO "to facilitate negotiations between the Amazon Cooperation Treaty Organization's (ACTO) member states and the Amazon corporation."

      Whereas, in October 2017, the Amazon corporation presented the GAC and ACTO with a new proposal. After the Amazon corporation submitted a further updated proposal in February 2018, the ACTO member states issued a statement on 5 September 2018, declaring that "…[t]he Amazon countries have concluded that the proposal does not constitute an adequate basis to safeguard their immanent rights relating to the delegation of the '.amazon' TLD." The ACTO member states also stated the delegation of .AMAZON "requires consent of the Amazon countries" and that they "have the right to participate in the governance of the '.amazon' TLD."

      Whereas, on 16 September 2018, the ICANN Board directed the President and CEO "to support the development of a solution for delegation of the strings represented in the .AMAZON applications that includes sharing the use of those top-level domains with the ACTO member states to support the cultural heritage of the countries in the Amazonian region" and "if possible, to provide a proposal to the Board, on the .AMAZON applications to allow the Board to take a decision on the delegation of the strings represented in the .AMAZON applications".

      Resolved (2018.10.25.18), the Board directs the President and CEO, or his designee(s), to remove the "Will Not Proceed" status and resume processing of the .AMAZON applications according to the policies and procedures governing the 2012 round of the New gTLD Program. This includes the publication of the Public Interest Commitments, as proposed by the Amazon Corporation, according to the established procedures of the New gTLD program.

      Resolved (2018.10.25.19), the Board directs the President and CEO, or his designee(s), to provide regular updates to the Board on the status of the .AMAZON applications.

      Fifteen members of the Board present voted in favor of Resolutions 2018.10.25.18 – 2018.10.25.19. One member of the Board abstained from voting on the Resolutions. The Resolutions carried.

      Rationale for Resolutions 2018.10.25.18 – 2018.10.25.19

      Building from its September 2018 resolution, the ICANN Board is taking this action to further support the Board's consideration of the outcome of the Independent Review Process (IRP) initiated by the Amazon corporation against ICANN, as well as consideration of advice from the Governmental Advisory Committee (GAC) as it relates to the .AMAZON applications.

      In light of all that has come before, including the results of the .AMAZON IRP and subsequent GAC advice, the Board considers that the GAC's consensus advice of the Abu Dhabi Communiqué which advises the ICANN Board to "continue facilitating negotiations between the [ACTO] member states and the Amazon corporation"1 to supersede previous GAC advice provided in the Durban Communique that the applications should "not proceed beyond Initial Evaluation".2 Accordingly, the Board directed the ICANN org to facilitate a dialogue between the Amazon corporation and ACTO member states to reach a mutually agreeable solution.

      The Board is taking this action today to move forward with delegation of the .AMAZON applications, as contemplated in the declaration of the IRP Panel, while recognizing the public policy issues raised through GAC advice on these applications. As the ICANN org has informed the Board that the parties have identified a path forward, the Board takes this action today to allow the .AMAZON applications to move forward in a manner that would align with GAC advice and inputs on this topic.

      Background

      Following the resolution by the Board (acting via the New gTLD Program Committee) to accept the GAC Advice that the .AMAZON applications should not move forward, the ICANN org updated the .AMAZON applications to a "Will Not Proceed" status. In October 2015, the Amazon corporation submitted a proposal to the Amazon Cooperation Treaty Organization (ACTO) member states in an attempt to come to a solution that could benefit both the Amazon Corporation and concerned ACTO member states. However, this proposal was rejected by the ACTO member states. Subsequently, in March 2016, the Amazon corporation began an Independent Review Process (IRP) against ICANN. The IRP ended in July 2017 with the IRP Panel finding in favor of the Amazon corporation. Following the outcome of the IRP, and acting on additional GAC advice, the ICANN Board tasked the ICANN org with supporting the Amazon corporation and ACTO member states in negotiating a solution.

      Previous Amazon Corporation Proposals

      Since October 2015, the Amazon corporation has submitted various proposals to the ACTO member states in an effort to reach a mutually agreeable solution. The initial October 2015 proposal was rejected by the ACTO member states, which led to the IRP initiated by the Amazon corporation against ICANN in March 2016. Following resolution of the IRP, the Amazon corporation presented to the GAC a new proposal for a "practical compromise" in October 2017 at ICANN60 in Abu Dhabi. In February 2018, following dialogue facilitated by the ICANN org between the Amazon corporation and ACTO member states, the Amazon corporation proposed four main courses of action that included: helping with the global visibility of the Amazonia region and its peoples as well as to protect their cultural heritage; helping to prevent the misuse of domain names associated with the Amazonia region and its peoples; creating a Steering Committee to oversee implementation of the agreement; and, engaging in goodwill efforts by providing the ACTO member states credits for use of Amazon corporation services and products up to $5,000,000. Additionally, the Amazon corporation proposed helping the ACTO member states create an informational program to help publicize the benefits of the agreement.

      ACTO Concerns and Response to Amazon Proposals

      The ACTO member states concerns regarding the use of the .AMAZON TLDs center on the ability for countries and individuals in the Amazon region to use the domain names for public interest purposes. In October 2017, following the IRP Panel Final Declaration on the .AMAZON applications, the ACTO member states issued a statement, reaffirming:

      "…that the name Amazon, in any language, is part of the cultural heritage and identity of the Amazon countries, and that its use as a first level domain name, unless otherwise agreed by the Amazon countries, shall be reserved for the promotion of the interests and rights of the Amazon peoples and their inclusion in the information society."

      On 5 September 2018, following an updated proposal submitted by the Amazon corporation in February 2018, including after clarifications sought by the ACTO member states in understanding the proposal, the ACTO member states sent a letter to the Board stating that, with regard to the delegation of .AMAZON, that this "requires consent of the Amazon countries" and that they "have the right to participate in the governance of the '.amazon' TLD". Additionally, the ACTO member states declare that "the proposal does not constitute an adequate basis to safeguard their immanent rights relating to the delegation of the '.amazon' TLD." The member states did mention, however, that they were willing "to engage with the ICANN Board…with a view to safeguarding their rights as sovereign states."

      On 12 October 2018, the Ministry of Foreign Affairs of Colombia issued a letter to ICANN noting concerns with the Amazon corporation proposal and reiterated the position of the ACTO members states, as noted above.

      Current Proposal from the Amazon Corporation

      Since the Board's September 2018 resolution, the Amazon corporation, in effort to show its appreciation for the concerns of the ACTO member states regarding the use and governance of the .AMAZON TLDs, has submitted proposed Public Interest Commitments (PICs) that could be inserted into Specification 11 of its Registry Agreement with ICANN. As part of the Registry Agreements, these PICs would be enforceable through standard Contractual Compliance mechanisms, as well as through the PIC Dispute Resolution Procedure (PICDRP).3 Should an ACTO member state believe that the Amazon corporation (as Registry Operator) is not complying with one of the PICs in one of its Registry Agreements, the ACTO member state would be able submit a complaint via the Contractual Compliance or the PICDRP. ICANN would then begin the review process, and, if found to be noncompliant, the Amazon corporation would need to take measures to remediate the issue.4

      Items considered by the Board

      In taking this action, the Board considered:

      • The GAC Early Warning regarding the .AMAZON applications of 20 November 2012.
      • The GAC Advice from the GAC Durban Communiqué regarding the .AMAZON applications.
      • The Amazon corporation's Proposals of 6 October 2015 and 7 February 2018;
      • The IRP Panel Declaration in .AMAZON Independent Review Process;
      • The Amazon corporation's October 2017 proposal to the GAC and ACTO member states;
      • The NGPC's 14 May 2014 action on the .AMAZON applications and the Board's 29 October 2017 and 4 February 2018 actions on the .AMAZON applications;
      • ACTO's 5 September 2018 letter and related annexes.
      • The Amazon corporation proposed Public Interest Commitments (PICs) of September 2018
      • Colombian Government's Letter of 12 October 2018

      Impacts

      This action is anticipated to have a small resource impact on the ICANN org based upon the resources needed to meet the Board's direction. This action is in support of ICANN's mission, in that it furthers the New gTLD Program and anticipated expansion of the DNS. It is also in the public interest in its balancing the core values of introducing and promoting competition while recognizing governments' provision of public policy advice.

      This action will not impact the security, stability and resiliency of the domain name system.

    5. Independent Review Process Interim Supplementary Rules of Procedure

      Chris Disspain introduced the agenda item and read through the introductory clauses of the proposed Board resolution to provide background about the work of the Indepdendent Review Process (IRP) Implementation Oversight Team(IOT). Among other things, the IRP IOT was formed under the Bylaws to draft the detailed IRP supplementary rules of procedure for Board adoption.

      Chris noted that the resolution being considered by the Board would be to approve interium Supplementary Procedures developed by the IRP IOT while allowing additional time for the IRP IOT to work to reach community consensus on final procedures. The General Counsel confirmed that the Interim Supplementary Procedures were consistent with the ICANN Bylaws.

      One issue to be discussed further with the community is whether the final procedures should include an outside time limit on when an IRP can be filed to challenge any action of ICANN. The Board engaged in a discussion about what would happen if the interim procedures contain an outer time limit but the final procedures do not contain such a limit. It was noted that there would be a transition provision in the final procedures so that those making use of the IRP would not be prejudiced during this interim time priod.

      Board members commented on the importance of the work to develop the Supplementary Procedures as they are a key component of the Cross Community Working Group on Enhancing ICANN Accountability (CCWG-Accountability), but noted that there a very few community participants actively taking part in the IOT. Board members encouraged greater community participation on this matter.

      After discussion, the Board took the following action:

      Whereas, the Independent Review Process (IRP) is an accountability mechanism provided by the ICANN Bylaws that allows for third party review of ICANN Board or staff actions (or inactions) alleged by an affected party to be inconsistent with ICANN's Articles of Incorporation or Bylaws.

      Whereas, ICANN IRPs are governed by the International Centre for Dispute Resolution's (ICDR) International Arbitration Rules, as modified by the IRP Supplementary Procedures.

      Whereas, an IRP Implementation Oversight Team (IOT) was formed under the Bylaws to, among other tasks, draft the detailed IRP supplementary rules of procedure (Updated Supplementary Procedures) for Board adoption.

      Whereas, the IRP IOT has made significant progress in drafting the Updated IRP Supplementary Procedures; however, there are still some areas that need further development and are not yet ready to be finalized for Board approval.

      Whereas, in consideration that the current Supplementary Procedures in effect do not correspond to the Bylaws as updated on 1 October 2016, the IRP IOT has developed a set of Interim Supplementary Procedures that align with the current Bylaws, in order to apply to an IRP if one is initiated before all issues are addressed to meet a final set of Updated IRP Supplementary Procedures. As of 21 October 2018, the IOT consented to submitting this set of Interim Supplementary Procedures for Board consideration.

      Whereas, the IRP IOT is, among other items, considering potential modifications to Rule 4 regarding time limits for filing an IRP, and there does not yet appear to be community consensus on whether it is appropriate to have an outside time limit on when an IRP can be filed to challenge any action of ICANN. Some in the community believe that it is against ICANN's Bylaws to have an outside time limit based on the date of ICANN's action, but that is disputed and ICANN's Office of the General Counsel has advised that it disagrees with such an interpretation. ICANN's General Counsel advises that the Interim Supplementary Procedures are consistent with ICANN's Bylaws.

      Whereas, the Board remains open to considering any proposed consensus-based resolution of the time for filing issue presented within an Updated Supplementary Procedures draft.

      Whereas, the Board Accountability Mechanisms Committee (BAMC), in its oversight role of accountability mechanisms, has considered the Interim Supplementary Procedures and recommended that the Board adopt the Interim Supplementary Procedures until there is a completed set of Updated IRP Supplementary Procedures available.

      Resolved (2018.10.25.20), the Board adopts the Independent Review Process Interim Supplementary Procedures.

      Resolved (2018.10.25.21), the Board thanks the IRP IOT for its work to date, and urges the IRP IOT to deliver a set of Updated Supplementary Procedures to the Board as soon as possible.

      All members of the Board present voted in favor of Resolutions 2018.10.25.20 – 2018.10.25.21. The Resolutions carried.

      Rationale for Resolutions 2018.10.25.20 – 2018.10.25.21

      ICANN has a proven commitment to accountability and transparency in all of its practices. ICANN considers these principles to be fundamental safeguards in ensuring that its bottom-up, multistakeholder model remains effective. The mechanisms through which ICANN achieves accountability and transparency are built into every level of its organization and mandate. In order to reinforce its transparency and accountability, ICANN has established, among other accountability mechanisms, the Independent Review Process (IRP), that allows for third party review of ICANN Board or staff actions (or inactions) alleged by an affected party to be inconsistent with ICANN's Articles of Incorporation or Bylaws.

      The International Centre for Dispute Resolution (ICDR) currently administers ICANN IRPs. IRPs are governed by the ICDR's International Arbitration Rules, as modified by Supplementary Procedures for the ICANN IRP. The IRP was significantly modified through the Enhancing ICANN Accountability Process, and the Bylaws reflecting the new IRP were updated on 1 October 2016. The IRP Supplementary Procedures in place before the Bylaws were revised in 2016 do not meet all the requirements of the new Bylaws. Accordingly, the IRP Implementation Oversight Team (IOT) was charged with preparing updates to those Supplementary Procedures for Board adoption.

      The IRP IOT has spent a significant amount of time and effort in updating the Supplementary Procedures. A draft set of Updated Supplementary Procedures were submitted for public comment from 28 November 2016 to 1 February 2017. (See https://www.icann.org/public-comments/irp-supp-procedures-2016-11-28-en.) Following the close of the comment period, the IRP IOT considered the inputs received from the community and revised the draft set of Updated Supplementary Procedures as appropriate. Following its deliberations, the IRP IOT sought public consultation for a second time from 22 June 2018 to 10 August 2018 on proposed revisions to Rule 4: Time for Filing that were material from the original Updated Supplementary Procedure Rule 4 that was published for public comment on 28 November 2016. (See https://www.icann.org/public-comments/irp-iot-recs-2018-06-22-en.) The comments received from the second public comment period are currently under review by the IRP IOT along with some other areas that need further development and are not yet ready to be finalized for Board approval.

      Cognizant that the Supplementary Procedures in effect correspond with the old ICANN Bylaws, the IRP IOT developed a set of Interim Supplementary Procedures that align with the new Bylaws and which could be put in place in the event that an IRP is filed prior to the time that there is a completed set of Updated IRP Supplementary Procedures available

      In drafting these Interim Supplementary Procedures, the IRP IOT applied the following principles: (1) remain as close as possible to the current Supplementary Procedures or the Updated Supplementary Procedures posted for public comment on 28 November 2016;; (2) to the extent public comments received in response to the Updated Supplementary Procedures reflected clear movement away from either the current Supplementary Procedures or the Updated Supplementary Procedures, to reflect that movement unless doing so would require significant drafting that should be properly deferred for broader consideration; and (3) take no action that would materially expand any part of the Supplementary Procedures that the IRP IOT has not clearly agreed upon, or that represent a significant change from what was posted for comment and would therefore require further public consultation prior to changing the supplemental rules to reflect those expansions or changes.

      The IOT began consideration of a set of Interim Supplementary Procedures in May 2018. The version considered by the Board today was the subject of intensive focus by the IOT in two meetings on 9 and 11 October 2018, convened with the intention of delivering a set to the Board for our consideration at ICANN63. There were modifications to four sections identified through those meetings, and a set reflecting those changes was proposed to the IOT on 19 October 2018. With no further comment, on 22 October 2018 the IOT process on the Interim Supplementary Procedures concluded and it was sent to the Board for consideration.

      The Board understands that among the areas where further consideration is needed is the issue of "time for filing", or Rule 4 of the Procedures. The most recent public comment period referenced above (closing on 10 August 2018) was focused on the issue of if a person/entity was harmed by an act of ICANN, how long after that act (or inaction) should the person/entity have to file an IRP. The fundamental issue posed in the public comment is whether it is appropriate to have any outside time limit by when an IRP can be filed. During the IOT's work on the issue, a position was raised that including any external limitation is in violation of the ICANN Bylaws, which at Section 4(n)(iii)(A) requires the IOT to develop a procedure on "[t]he time within which a Claim must be filed after a Claimant becomes aware or reasonably should have become aware of the action or inaction giving rise to the Dispute." The Board has been advised, and ICANN Legal has publicly stated its position, that this portion of the Bylaws does not preclude an outside time limit on filing disputes.

      The set of Interim Supplementary Procedures includes at Rule 4 the same external limit on filing an IRP as was initially proposed by the IOT – 12 months from the date of ICANN's action. The Board understands that the IOT has not yet considered the public comment on its proposal to remove that 12-month limitation, and that is a key area where the Board understands there may be changes presented in the forthcoming Updated Supplementary Procedures. The Board acknowledges that ICANN organization has committed to ensure that if that time for filing is expanded in the Updated Supplementary Procedures, those Updated Supplementary Procedures "will include transition language that provides potential claimants the benefit of that additional time, so as not to prejudice those potential claimants." The Board agrees that is an appropriate balance that will accommodate potential future changes with minimal impact to those seeking to use ICANN's accountability mechanisms. While the Board believes that it is allowable under the Bylaws to incorporate an external time limit for the filing of an IRP, the Board understands that the community might have different reasons for recommending modifications to that time for filing limitation, and today's action does not in any way preclude the IOT's ability to propose different language for this Rule 4 for the Updated Supplementary Procedures.

      The Board appreciates the amount of time and effort the IOT has dedicated to deliver procedures to govern the IOT, and we expect that work to continue to completion on all remaining issues the IOT has identified.                                         

      This action is within ICANN's Mission and is in the public interest as it is important to ensure that, in carrying out its Mission, ICANN is accountable to the community for operating within the Articles of Incorporation, Bylaws, and other established procedures, by having a process in place that allows for third party review of ICANN Board or staff actions (or inactions) alleged by any harmed party to be inconsistent with ICANN's Articles of Incorporation or Bylaws. This action has no financial impact on ICANN and will not negatively impact the security, stability and resiliency of the domain name system.

      This decision is an Organizational Administrative Function that has already been the subject of two public comment processes and does not require further public comment at this stage.

    6. Reserve Fund Replenishment Strategy

      Ron da Silva, Chair of the Board Finance Committee, introduced the agenda item. He stated that one of the key responsibilities of the Board is fiduciary oversight and the ICANN'S operating reserves falls directly into this remit. He reported that in recent years, ICANN org made a significant withdrawal from the reserve fund to finance the IANA stewardship transition. To replenish the reserves, he highlighted the consultative effort undertaken by the ICANN Board, organization and community to assess the appropriate level of reserves and how to address any shortfall in reserves. As a result of this collaborative effort, it was determined that an appropriate level of reserve funding would be set at one year of operating expenses. With a reserve fund balance of about $70 million, a shortfall of $68 million was identified.

      The Board discussion included review of the options that were considered to address the shortfall in the reserves, including raising fees, auction proceeds from the New gTLD Program, and looking for savings in the operations fund. After consultation with the community and discussions with the Board and organization, the proposal being considered by the Board is to adopt a replenishment strategy for the reserve fund which entails allocating funds from the new gTLD auction proceeds and annual savings from operations over the next seven to eight years.

      Several board members commented on the importance of replenishing the reserve fund, and noted the doing so is a matter of safeguarding the stability of the organization. One Board member highlighted that the savings from the operating fund that will be used to replenish the reserve fund should be viewed as a joint commitment between the Board, organization, and community to be fiscally disciplined.

      Other Board members commented on the importance of community input during this process to try to find a balanced way forward to replenish the reserve fund. One Board member expressed initial discomfort about including new gTLD auction proceeds as part of the replenishment strategy, but noted that there seemed to be some level of support within the community for this approach. Others highlighted the importance of trying to find ways to ensure that the community can continue to do its work while looking for operational savings and efficiencies.

      After discussion, the Board took the following action:

      Whereas, the Board confirmed by previous decision (resolutions 2018.02.04.09 – 2018.02.04.10) that the target level of the ICANN Reserve Fund should be at a minimum equivalent to 12 months of operating expenses.

      Whereas, the current level of the Reserve Fund is approximately of US$70 million as of 30 June 2018, reflecting a shortfall compared to the minimum target level of approximately US$68 million.

      Whereas, ICANN organization posted for public comment a proposed strategy to replenish the Reserve Fund and the Board took all comments submitted into account to determine the final Reserve Fund replenishment strategy.

      Whereas, the proposed replenishment strategy entails allocating to the Reserve Fund: (i) annual operational excess of funding over expenses for a total of US$32 million over an eight-year period; and (ii) US$36 million of new gTLD auction proceeds.

      Resolved (2018.10.25.22), the Board directs the President and CEO, or his designee(s), to take all actions necessary to increase the Reserve Fund through annual excesses from the operating fund of ICANN organization by a total amount of US$32 million over a period of seven to eight years, starting with FY19.

      Resolved (2018.10.25.23), the Board directs the President and CEO, or his designee(s), to take all actions necessary to allocate US$36 million of auction proceeds to the Reserve Fund, as soon as technically feasible.

      All members of the Board present voted in favor of Resolutions 2018.10.25.22 – 2018.10.25.23. The Resolutions carried.

      Rationale for Resolutions 2018.10.25.22 – 2018.10.25.23

      Based on its fiduciary duties and considering the significant growth and risk profile that ICANN has seen since the creation of its Reserve Fund, the Board determined that the Reserve Fund required to be reviewed, especially in light of the significant drop in its level.

      The Board conducted an evaluation of the Rationale and Target level for the Reserve Fund, which was based on the public comments received on a first consultation paper. As a result, an updated ICANN Investment Policy was approved by the Board to include: (a) an updated Reserve Fund Rationale; and (b) a confirmation that the Reserve Fund Target Level will be set at a minimum of 12 months of Operating Expenses (See resolution https://features.icann.org/confirmation-reserve-fund-target-level).

      Once the Target Level was confirmed, the Board outlined a proposed strategy to replenish the Reserve Fund from its current level to its updated minimum Target Level, which was the subject of a second public comment process.

      The comments received provided for a wide range of views on the sources of funds and extent of use of such sources for the purpose of replenishment. Relative to the annual excess allocation, most comments received on this aspect suggested a higher allocation than the one proposed. On the allocation of auction proceeds, some comments suggested a lower allocation and others a higher allocation to the Reserve Fund. All comments but one indicated that no increase to ICANN fees should be considered. Also, the use of New gTLD Program funds for purpose of replenishment was not retained in the final proposed strategy due to the continued existence of risks associated with the program. Based on comments received, a final proposed replenishment strategy was drafted, which reflects a higher annual excess allocation than proposed, and is now submitted for Board approval and implementation.

      The remaining auction proceeds continue to be segregated and are not intended to be used for day-to-day operations. The Board will review the CCWG recommendations for a disbursement mechanism, as approved by the chartering organizations, and will then make a decision on the mechanism by which available proceeds should be disbursed, for implementation by ICANN org. At all times, the Board will continue to make all decisions in furtherance of ICANN's mission, under consideration of its duty of care and its fiduciary responsibility.

      This action is in the public interest and is consistent with ICANN's mission as it is important to ensure stability of ICANN organization in the way of an adequately funded Reserve Fund in case use of a Reserve Fund becomes necessary.

      This action will have a positive financial impact on ICANN and will enable ICANN to support its financial stability and sustainability. It will not have any impact on the security, stability or resiliency of the domain name system.

      This is an Organizational Administrative function that has already been subject to public comment as set forth above.

    7. Thank You to Lousewies van der Laan for her service to the ICANN Board

      The Chair introduced the agenda item, and invited Lousewies van der Laan to make farewell remarks.

      The Board then took the following action:

      Whereas, Lousewies van der Laan was appointed by the Nominating Committee to serve as a member of the ICANN Board on 22 October 2015.

      Whereas, Lousewies van der Laan concludes her term on the ICANN Board on 25 October 2018.

      Whereas, Lousewies served as a member of the following Committees and Working Groups:

      • Audit Committee (Chair)
      • Finance Committee
      • Governance Committee
      • Organizational Effectiveness Committee
      • Board-GAC Recommendation Implementation Working Group
      • Board Working Group on Internet Governance
      • Board Trust Working Group (Chair)

      Resolved (2018.10.25.24), Lousewies van der Laan has earned the deep appreciation of the Board for her term of service, and the Board wishes her well in her future endeavors within the ICANN community and beyond.

      All members of the Board approved Resolution 2018.10.25.24 by acclamation. The Resolution carried.

    8. Thank You to Jonne Soininen for his service to the ICANN Board

      The Chair introduced the agenda item, and invited Jonne Soininen to make farewell remarks.

      The Board then took the following action:

      Whereas, Jonne Soininen was appointed by IETF to serve as a liaison to the ICANN Board on 21 November 2013.

      Whereas, Jonne Soininen concludes his term on the ICANN Board on 25 October 2018.

      Whereas, Jonne has served as a liaison member of the following Committees and Working Groups:

      • Compensation Committee
      • New gTLD Program Committee
      • Risk Committee
      • Technical Committee
      • Board IDN Variants Working Group
      • Board Trust Working Group
      • Work Stream 2 (WS2) Board Caucus Working Group

      Resolved (2018.10.25.25), Jonne has earned the deep appreciation of the Board for his term of service, and the Board wishes him well in his future endeavors within the ICANN community and beyond.

      All members of the Board approved Resolution 2018.10.25.25 by acclamation. The Resolution carried.

    9. Thank You to Mike Silber for his service to the ICANN Board

      The Chair introduced the agenda item, and invited Mike Silber to make farewell remarks.

      The Board then took the following action:

      Whereas, Mike Silber was appointed by the ccNSO to serve as a member of the ICANN Board on 30 October 2009.

      Whereas, Mike Silber concludes his term on the ICANN Board on 25 October 2018.

      Whereas, Mike served as a member of the following ICANN Board Committees and Working Groups:

      • Accountability Mechanisms Committee
      • Audit Committee (Chair)
      • Finance Committee
      • Governance Committee
      • IANA Committee
      • New gTLD Program Committee
      • Public Participation Committee (Chair)
      • Risk Committee (Chair and Co-Chair)
      • Structural Improvements Committee
      • Board-GAC Recommendation Implementation Working Group
      • Work Stream 2 (WS2) Board Caucus Working Group

      Resolved (2018.10.25.26), Mike Silber has earned the deep appreciation of the Board for his term of service, and the Board wishes him well in his future endeavors within the ICANN community and beyond.

      All members of the Board approved Resolution 2018.10.25.26 by acclamation. The Resolution carried.

    10. Thank You to Ram Mohan for his service to the ICANN Board

      The Chair introduced the agenda item, and invited Ram Mohan to make farewell remarks.

      The Board then took the following action:

      Whereas, Ram Mohan was appointed by the SSAC to serve as a liaison to the ICANN Board on 7 November 2008.

      Whereas, Ram Mohan concludes his term on the ICANN Board on 25 October 2018.

      Whereas, Ram has served as a liaison member of the following Committees and Working Groups:

      • Governance Committee
      • Compensation Committee
      • CEO Search Committee
      • Risk Committee (Co-Chair)
      • Technical Committee
      • Board-GAC Recommendation Implementation Working Group
      • Board IDN Variants Working Group (Chair)
      • Board Trust Working Group
      • Board Strategic Planning Working Group (Chair)
      • Board Working Group on Nominating Committee
      • Work Stream 2 (WS2) Board Caucus Working Group

      Resolved (2018.10.25.27), Ram Mohan has earned the deep appreciation of the Board for his term of service, and the Board wishes him well in his future endeavors within the ICANN community and beyond.

      All members of the Board approved Resolution 2018.10.25.27 by acclamation. The Resolution carried.

    11. Thank You to George Sadowsky for his service to the ICANN Board

      The Chair introduced the agenda item, and invited George Sadowsky to make farewell remarks.

      The Board then took the following action:

      Whereas, George Sadowsky was appointed by the Nominating Committee to serve as a member of the ICANN Board on 30 October 2009.

      Whereas, George Sadowsky concludes his term on the ICANN Board on 25 October 2018.

      Whereas, George served as a member of the following Committees:

      • Audit Committee
      • Compensation Committee (Chair)
      • CEO Search Committee (Chair)
      • Finance Committee
      • Global Relationships Committee
      • New gTLD Program Committee
      • Organizational Effectiveness Committee
      • Risk Committee
      • Structural Improvements Committee
      • Technical Committee
      • Board Working Group on Internet Governance
      • Board Working Group on Nominating Committee (Chair)
      • Board Trust Working Group (Chair)
      • Work Stream 2 (WS2) Board Caucus Working Group

      Resolved (2018.10.25.28), George Sadowsky has earned the deep appreciation of the Board for his term of service, and the Board wishes him well in his future endeavors within the ICANN community and beyond.

      All members of the Board approved Resolution 2018.10.25.28 by acclamation. The Resolution carried.

    The Chair called the meeting to a close.

Published on 5 November 2018


1 See: https://www.icann.org/en/system/files/correspondence/ismail-to-chalaby-15mar18-en.pdf.

2 See: https://gac.icann.org/contentMigrated/icann47-durban-communique.

3 See: https://www.icann.org/resources/pages/picdrp-2014-01-09-en.

4 See: http://newgtlds.icann.org/en/applicants/agb/picdrp-19dec13-en.pdf.

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."