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Preliminary Report | Special Meeting of the ICANN Board

Formal Minutes are still to be approved by the ICANN Board.

Note: This Preliminary Report has not been approved by the Board and does not constitute minutes.  It does set 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 Special Meeting of the ICANN Board of Directors was held telephonically on 26 May 2022 at 21:00 UTC.

Maarten Botterman, Chair, promptly called the meeting to order.

In addition to the Chair, the following Directors participated in all or part of the meeting: Alan Barrett, Becky Burr, Edmon Chung, Sarah Deutsch, Avri Doria, Danko Jevtović, Akinori Maemura, Göran Marby (President and CEO), Mandla Msimang, Ihab Osman, Patricio Poblete, León Sánchez (Vice Chair), Katrina Sataki, Matthew Shears, and Tripti Sinha.

The following Board Liaisons participated in all or part of the meeting: James Galvin (SSAC Liaison) and Manal Ismail (GAC Liaison).

The following Board Liaisons sent their apologies: Harald Alvestrand (IETF Liaison) and Kaveh Ranjbar (RSSAC Liaison).

Secretary: John Jeffrey (General Counsel and Secretary).

The following ICANN Executives and Staff participated in all or part of the meeting: Michelle Bright (Board Content Coordination Director), Xavier Calvez (SVP, Planning & Chief Financial Officer), Mandy Carver (SVP for Government and Intergovernmental Organization Engagement), Sally Newell Cohen (SVP, Global Communications), John Crain (SVP and Chief Technology Officer), Samantha Eisner (Deputy General Counsel), Jamie Hedlund (SVP, Contractual Compliance & U.S. Government Engagement), John Jeffrey (General Counsel and Secretary), Aaron Jimenez (Board Operations Specialist), Elizabeth Le (Associate General Counsel), Becky Nash (Vice President, Planning), David Olive (SVP, Policy Development Support), Cassia Oliveira (Senior Manager, Office of the CEO), Wendy Profit (Board Operations Senior Manager), Shawni Quidwai (Senior Director, Finance), Erika Randall (Associate General Counsel), Ashwin Rangan (SVP, Engineering and Chief Information Officer ), Lisa Saulino (Board Operations Specialist), Amy Stathos (Deputy General Counsel), and Theresa Swinehart (SVP, Global Domains & Strategy).

  1. Consent Agenda:
    1. Approval of Board Meeting Minutes
    2. Pre-Approval for Legal Expenditures Relating to Dispute Resolution
    3. Pre-Approval for Legal Expenditures Relating to Dispute Resolution
  2. Main Agenda:
    1. ICANN FY23-27 Operating and Financial Plan, ICANN FY23 Operating Plan and Budget

 

  1. Consent Agenda:

    The Chair introduced the items on the Consent Agenda. After discussion, the Board took the following action:

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

    1. Approval of Board Meeting Minutes

      Resolved (2022.05.26.01), the Board approves the minutes of the 1 May 2022 Regular Meeting of the ICANN Board and the minutes of the 12 May 2022 Special Meeting of the ICANN Board.

      Fifteen members of the Board voted in favor of Resolution 2022.05.26.01. One Board member abstained. The Resolution carried.

    2. Pre-Approval for Legal Expenditures Relating to Dispute Resolution

      Whereas, there has been, and will continue to be until conclusion, extensive activity in the matter of [Redacted – Privileged & Confidential], resulting in significant outside legal fees and IRP Panel fees.

      Whereas, ICANN organization and the Board Accountability Mechanisms Committee have recommended that the Board approve a tranche of money in the amount of [Redacted – Privileged & Confidential] in the matter of [Redacted – Privileged & Confidential] to pay upcoming outside legal fees and IRP Panel fees, and authorize the President and CEO, or his designee(s), to make disbursements up to this amount.

      Resolved (2022.05.26.02), the Board hereby approves a tranche of money in the amount of [Redacted – Privileged & Confidential] in the matter of [Redacted – Privileged & Confidential] to pay existing and upcoming outside legal fees and IRP Panel fees, and authorizes the President and CEO, or his designee(s), to make disbursements up to this amount and, if any amount of fees and costs exceeds or is expected to exceed an additional US$500,000 in the matter, the President and CEO, or his designee(s), may request Board approval for an additional tranche of money.

      Resolved (2022.05.26.03), specific items within this resolution shall remain confidential pursuant to Article 3, sections 3.5(b) and (d) of the ICANN Bylaws until the President and CEO determines that the confidential information may be released.

      All members of the Board present voted in favor of Resolutions 2022.05.26.02 – 2022.05.26.03. The Resolutions carried.

      Rationale for Resolutions 2022.05.26.02 – 2022.05.26.03

      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 furtherance of the process for legal invoice approval developed to enhance transparency and predictability to the Board, the organization has provided the Board with an explanation of the upcoming activity in the matter of [Redacted – Privileged & Confidential], including anticipated workload and expected billing amounts for the remainder of the proceeding.  Accordingly, the Board has been asked by the organization to approve a tranche of money to pay estimated upcoming outside legal fees and related expenses in the matter of [Redacted – Privileged & Confidential], which the Board Accountability Mechanisms Committee has reviewed and recommended.  Since this matter is related to a new gTLD, the amounts paid for the fees and costs of this matter are covered by the new gTLD funds comprised of the portion of each new gTLD application fee that was set aside for hard-to-predict costs, including risks. 

      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 matter are reviewed and evaluated by the Board as appropriate in accordance with 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 FY22 budget and will be included in upcoming budgets as appropriate.  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.

    3. Pre-Approval for Legal Expenditures Relating to Dispute Resolution

      Whereas, there has been, and will continue to be until conclusion, extensive activity in the matter of [Redacted – Privileged & Confidential], resulting in significant outside legal fees and IRP Panel fees.

      Whereas, ICANN organization and the Board Accountability Mechanisms Committee have recommended that the Board approve a further tranche of money in the amount of [Redacted – Privileged & Confidential] in the matter of [Redacted – Privileged & Confidential] to pay previously unanticipated and upcoming legal fees and IRP Panel fees, and authorize the President and CEO, or his designee(s), to make disbursements up to this amount.

      Resolved (2022.05.26.04), the Board hereby approves a tranche of money in the amount of [Redacted – Privileged & Confidential] in the matter of [Redacted – Privileged & Confidential] to pay existing and upcoming outside legal fees and IRP Panel fees, and authorizes the President and CEO, or his designee(s), to make disbursements up to this amount and, if any amount of fees and costs exceeds or is expected to exceed an additional US$500,000 in the matter, the President and CEO, or his designee(s), may request Board approval for an additional tranche of money.

      Resolved (2022.05.26.05), specific items within this resolution shall remain confidential pursuant to Article 3, sections 3.5(b) and (d) of the ICANN Bylaws until the President and CEO determines that the confidential information may be released.

      All members of the Board present voted in favor of Resolutions 2022.05.26.04 – 2022.05.26.05. The Resolutions carried.

      Rationale for Resolutions 2022.05.26.04 – 2022.05.26.05

      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 furtherance of the process for legal invoice approval developed to enhance transparency and predictability to the Board, the organization has provided the Board with an explanation of the upcoming activity in the matter of [Redacted – Privileged & Confidential], including anticipated workload and expected billing amounts for the remainder of the proceeding.  Accordingly, the Board has been asked by the organization to approve a tranche of money to pay estimated upcoming outside legal fees and related expenses in the matter of [Redacted – Privileged & Confidential], which the Board Accountability Mechanisms Committee has reviewed and recommended. 

      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 matter are reviewed and evaluated by the Board as appropriate in accordance with 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 contingency portion of the FY22 budget and will be included in upcoming budgets as appropriate.  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.

  2. Main Agenda:

    1. ICANN FY23-27 Operating and Financial Plan, ICANN FY23 Operating Plan and Budget

      The Chair of the Board Finance Committee introduced the agenda item concerning the Board's approval of the ICANN FY23-27 Operating and Financial Plan and the ICANN FY23 Operating Plan and Budget. It was acknowledged that ICANN org members previously provided the Board with an extensive explanation and briefing about the proposal to approve the financial plans and budgets under consideration.

      After discussion, the Board took the following action:

      Whereas, the draft ICANN FY23–27 Operating and Financial Plan and draft ICANN FY23 Operating Plan and Budget were posted for public comment in accordance with the Bylaws on 07 December 2021.

      Whereas, the public comments received were considered and revisions were applied as appropriate and feasible to the Proposed for Adoption ICANN FY23-27 Operating and Financial Plan and Proposed for Adoption ICANN FY23 Operating Plan and Budget.

      Whereas, in addition to the public comment process, ICANN organization actively solicited community feedback and consultation with the ICANN Community by other means, including a remote public session during ICANN 73.

      Whereas, at each of its recent regularly scheduled meetings, the Board Finance Committee (BFC) has discussed, and guided ICANN organization on the development of the Proposed for Adoption ICANN FY23–27 Operating and Financial Plan and the Proposed for Adoption ICANN FY23 Operating Plan and Budget.

      Whereas, the BFC reviewed and discussed suggested changes to the ICANN FY23–27 Operating and Financial Plan and the ICANN FY23 Operating Plan and Budget resulting from public comment and consultations and recommended that the Board approve the Proposed for Adoption ICANN FY23–27 Operating and Financial Plan and the Proposed for Adoption ICANN FY23 Operating Plan and Budget.

      Whereas, per section 3.9 of the 2013 Registrar Accreditation Agreements, the Board is to establish the Registrar Accreditation Fees and Variable Accreditation Fees, which must be established to develop the annual budget.

      Whereas, the description of the Registrar fees, including the recommended Registrar Accreditation Fees Variable Accreditation Fees, for FY23 have been included in the ICANN FY23 Operating Plan and Budget.

      Resolved (2022.05.26.06), the Board adopts the ICANN FY23–27 Operating and Financial Plan, which describes the activities ICANN org will undertake and the resources needed to achieve the ICANN Board adopted ICANN's Strategic Plan for Fiscal Years 2021-2025.

      Resolved (2022.05.26.07), the Board adopts the ICANN FY23 Operating Plan and Budget including the FY23 ICANN Caretaker Budget that would be in effect in the event the FY23 ICANN Operating Plan and Budget is not in effect at the beginning of FY23.

      All members of the Board present voted in favor of Resolutions 2022.05.26.06 – 2022.05.26.07. The Resolutions carried.

      Rationale for Resolutions 2022.05.26.06 – 2022.05.26.07

      On 07 December 2021, a draft of the ICANN FY23–27 Operating and Financial Plan and draft ICANN FY23 Operating Plan and Budget were posted for public comment. The published draft ICANN FY23–27 Operating and Financial Plan and draft ICANN FY23 Operating Plan and Budget were based on numerous discussions with members of ICANN organization and the ICANN community, including extensive consultations with ICANN Supporting Organizations, Advisory Committees, and other stakeholder groups throughout the prior several months.

      The public comments received were considered and revisions were applied as appropriate and feasible to the Proposed for Adoption ICANN FY23-27 Operating and Financial Plan and Proposed for Adoption ICANN FY23 Operating Plan and Budget.

      In addition, the following consultation activities were carried out:

      • 15 September 2021 – Community webinar held on the FY23 Planning Process and Timeline
      • 13 October 2021  – Community webinar held at ICANN 72 Prep Week on the Planning and Prioritization Framework Design Update
      • 8 and 9 December 2021 – Community webinars were held to review the draft ICANN FY23–27 Operating and Financial Plan and draft ICANN FY23 Operating Plan and Budget published for public comment
      • 24 February 2022 – the summary of comments received through the public comment process were shared during a remote public session during the ICANN 73 Prep week with representatives of the ICANN bodies that submitted them to help ensure the comments were adequately understood and appropriate consideration was given to them.
      • In addition to the public comment process, ICANN actively solicited community feedback and consulted with the ICANN community by other means, including attendance and presentations for At-Large Operations, Finance, and Budget Working Group, Generic Names Supporting Organization Standing Committee on ICANN Budget and Operations Plan, and Country Code Names Supporting Organisation Strategic and Operational Planning Standing Committee from December 2021 – February 2022.

      All comments received were considered in developing the Proposed for Adoption ICANN FY23–27 Operating and Financial Plan and the Proposed for Adoption ICANN FY23 Operating Plan and Budget. Where feasible and appropriate these inputs have been incorporated into the Proposed for Adoption ICANN FY23–27 Operating and Financial Plan and the Proposed for Adoption ICANN FY23 Operating Plan and Budget.

      In addition to the day-to-day operational requirements, the ICANN FY23 Operating Plan and Budget allocates amounts to various FY23 budget requests received from community leadership. The ICANN FY23 Operating Plan and Budget also discloses financial information on the 2012 Round of the New gTLD Program, relative to expenses, funding and net remaining funds. Further, because the Registrar Fees are key to the development of the Budget, the ICANN FY23 Operating Plan and Budget sets out and establishes those fees, which are consistent with recent years, and will be reviewed for approval by the Registrars.

      The ICANN FY23–27 Operating and Financial Plan and the ICANN FY23 Operating Plan and Budget, all will have a positive impact on ICANN in that together they provide a proper framework by which ICANN will be managed and operated, which also provides the basis for the organization to be held accountable in a transparent manner.

      This decision is in the public interest and within ICANN's mission, as it is fully consistent with ICANN's strategic and operational plans, and the results of which in fact allow ICANN to satisfy its mission. 

      This decision will have a fiscal impact on ICANN org and the Community as is intended. This should have a positive impact on the security, stability and resiliency of the domain name system (DNS) with respect to any funding that is dedicated to those aspects of the DNS.

      This is an Organizational Administrative Function that has already been subject to public comment as noted above.

    2. The Chair called the meeting to a close.

Published on 7 June 2022

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."