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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 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 Regular Meeting of the ICANN Board of Directors was held in person on 12 June 2022, at The Hague, Netherlands, at 16:43 local time.

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: Harald Alvestrand (IETF Liaison), Manal Ismail (GAC Liaison), James Galvin (SSAC 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:  Andre Abed (Vice President, Engineering & IT – Relationship and Delivery Management), Michelle Bright (Board Content Coordination Director), Xavier Calvez (SVP, Planning & Chief Financial Officer), Franco Carrasco (Board Operations Specialist), Sally Newell Cohen (SVP, Global Communications), Samantha Eisner (Deputy General Counsel), Casandra Furey (Associate General Counsel), John Jeffrey (General Counsel and Secretary), Aaron Jimenez (Board Operations Specialist), Vinciane Koenigsfeld (VP, Board Operations), Elizabeth Le (Associate General Counsel), Breda Lund (Editorial Supervisor), Wendy Profit (Board Operations Senior Manager), 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. ICANN Purchase of IMRS Servers
    2. Outsource Contract Renewal for the Information Transparency Initiative
    3. Contract for Subsequent Procedures Communications Support
    4. ICANN78 Venue Contracting
  2. Main Agenda:
    1. Washington, D.C. New Office Lease
    2. Deferral of Organizational Reviews (ALAC/At-Large, ccNSO, ASO, NomCom, RSSAC, and SSAC)
    3. Consideration of the Final Report of the Cross-Community Working Group on New gTLD Auction Proceeds (CCWG-AP) (ICANN Grant Giving Program)
    4. Transfer of the .BY top-level domain and the .бел ("bel") top-level domain representing Belarus to Limited Liability Company Belarusian Cloud Technologies
    5. Update on Independent Review Process re: Application of .GCC

 

  1. Consent Agenda:

    The Chair opened the meeting at 16:43 local time. The Chair noted that he sought to call the meeting to order 32 minutes prior to the time for which the meeting was noticed.  The Chair called the question of whether the Board is willing to waive the variance in notice and begin the meeting early. The Vice Chair seconded the motion.  All Board members agreed to waive notice.

    The Chair then introduced the Consent Agenda.  A request was made to move the Washington, D.C. New Office Lease item to the Main Agenda. Following discussion, the Chair called for a vote and then Board took the following action:

    1. ICANN Purchase of IMRS Servers

      Whereas, ICANN's mission is focused on preserving the stability and stability of the Internet.

      Whereas, the party that has bid on providing servers for the four anticipated ICANN Managed Root Server (IMRS) clusters has provided ICANN organization with services in hardware and shipping management over the last three years.

      Resolved (2022.06.12.01), the Board authorizes the President and CEO, or his designee(s), to enter into, and make disbursement in furtherance of, a contract to procure servers for all four proposed IMRS cluster locations.

      Resolved (2022.06.12.02), specific items within this resolution shall remain confidential for negotiation purposes pursuant to Article 3, section 3.5(b) of the ICANN Bylaws until the President and CEO determines that the confidential information may be released.

      Rationale for Resolutions 2022.06.12.01 – 2022.06.12.02

      In order to provide supplemental support and maintain vendor competition, ICANN org held a Request for Quotation (RFQ) to select the current firm. The firm procured a discount of 50-58% on the servers. The value of the contract is estimated to be around US [Redacted: Confidential Negotiation Information]. ICANN org has previously partnered with this firm to purchase servers for the Singapore ICANN Managed Root Server (IMRS) cluster. The relationship with this firm has been beneficial to ICANN org as it has provided consolidated shipping and handling services in addition to its discounted rates on hardware.

      This decision is in the furtherance of ICANN's mission and the support of public interest to support the security, stability, and resiliency of the domain name system by ensuring that IMRS servers were sourced in a fiscally responsible and accountable manner.

      This decision will have a fiscal impact, but the impact has already been accounted for in the FY22 SSR budget.

      As noted above, this action is intended to have a positive impact on the security, stability, and resiliency of the domain name system.

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

    2. Outsource Contract Renewal for the Information Transparency Initiative

      Whereas, ICANN organization has a need for continued third-party development, quality assurance and content management support to augment its capacity.

      Whereas, the current firm has provided services in software engineering, quality assurance, and content management to the Information Transparency Initiative (ITI) project since its inception.

      Whereas, ICANN org conducted a full request for proposal (RFP) in 2017 for the initial third-party support services for the ITI project.

      Whereas, ICANN org considered the cost and efficiency of either issuing another RFP for additional outsourced IT capacity for the ITI project, or further renewing the contract with the current firm and determined that it was more efficient and cost effective to renew the contract with the current firm.

      Resolved (2022.06.12.03), the Board authorizes the President and CEO, or his designee(s), to enter into, and make disbursement in furtherance of, a further renewed contract with [Redacted: Confidential Negotiation Information], the current outsourcing firm for a term of [Redacted: Confidential Negotiation Information].

      Resolved (2022.06.12.04), specific items within this resolution shall remain confidential for negotiation purposes pursuant to Article 3, section 3.5(b) of the ICANN Bylaws until the President and CEO determines that the confidential information may be released.

      Rationale for Resolutions 2022.06.12.03 – 2022.06.12.04

      The Information Transparency Initiative (ITI) is one of the largest initiatives the ICANN organization has undertaken. Although viewed as a single project, in actuality, it is both a large technological platform program and an ongoing operational activity with several mega projects – the configuration of a Document Management System (DMS) and Content Management System (CMS), the integration of those systems, the implementation of a content delivery network (CDN) for faster content access globally, engineering a publishing pipeline to transport content from a desktop to the applicable website, authoring a multi-language translation service, and a taxonomy service to tag content for easy storage and retrieval.

      On 23 September 2017, ITI was approved by the ICANN Board via Resolution. It included several objectives:

      1. Create an integrated, ongoing, operational process to govern, preserve, organize, and secure ICANN's public content.
      2. Build a foundation of content governance through consistent multilingual tagging, a functional information architecture, and enforced workflows.
      3. Implement this governance through a new document management system (DMS), the content foundation for ICANN ecosystem-wide governance.
      4. Deploy new workflows and processes to ensure consistent, multilingual taxonomy for greater content findability and multifaceted search capabilities.
      5. Surface the improved multilingual content and search to the community through a new content management system (CMS), which will serve as the backbone for ICANN's external web properties.
      6. Establish a future-proof and content-agnostic technology landscape.
      7. Upgrade our technical infrastructure, and thereby serve our global community better through increased findability and accessibility of multilingual content.

      Since that time, many significant deliverables have been completed:

      1. All content on https://icann.org (over 65,000 pieces of content) has been audited, classified, and tagged to allow improved search, content governance, and the transformation of unstructured content into structured content.
      2. A controlled taxonomy has been created that will serve ICANN's entire ecosystem of sites.
      3. A comprehensive 138-page Web Style Guide outlines the structure and behavior of all pages, components, and features on https://icann.org. This allows ICANN org to use a predetermined menu of templates and components to quickly create new pages and sites.
      4. Over 80 percent of the frontend requirements-gathering documentation, wireframing, and basic implementation is complete (significant work on content authoring and migration remains).
      5. For the first time, https://icann.org has a true multilingual interface in the six U.N. languages.

      ICANN org continues to have a need for a third-party provider to help deliver committed features and functions for ITI as planned. The current firm providing these services has worked with the ICANN org team since the project was initiated and has been critical to the project development and delivery process.

      After several years with no rate increase, the current firm has proposed updated terms and fees, which ICANN org has negotiated.

      The benefits of outsourcing this work to the current firm include:

      1. Team flexibility - as the project matures the team needs to evolve, the necessary skills sets may change, and specific developments may need more or less people.
      2. Available resources - large number of deliverables committed with limited staff.

      The target milestones to be delivered during the term of the renewed contract renewal for these third-party support services on ITI include: (i) Board Materials; (ii) Beginners Pages; (iii) Help Pages; (iv) Events Calendar: (v) Press Releases; (vi) CEO Corner; (vii) RSSAC Content: (viii) SSAC Content: (ix) Community Pages; (x) Permissions; (xi) Taxonomy Service; (xii) Public Comment; (xiii) Announcements; (xiv) Blogs Authoring; (xv) Google Analytics Replacement; (xvi) Accessibility Refinements; and (xvii) Data Protection Pages.

      Additional ITI milestones and deliverables are planned beyond the next 12 months and will be part of the planning cycle as ICANN org progresses through the fiscal year.

      This decision will have a fiscal impact, but the impact has already been accounted for in the FY23 budget and will be for future budgets as well.

      This action is intended to have a positive impact on the security, stability, and resiliency of the domain name system.

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

    3. Contract for Subsequent Procedures Communications Support

      Whereas, ICANN organization has a need to conduct an awareness campaign in support of ICANN's proposed upcoming expansion of generic top-level domains.

      Whereas, ICANN org conducted a full request for proposal to select an established provider with a global footprint; extensive expertise in media relations and planning, campaign development, messaging strategy, event outreach and support; and proven success across target audiences, media, and geographies.

      Whereas, ICANN org has selected an outsource agency to develop and execute this campaign, the contract is segmented into three phases:

      1. Phase 1 Campaign Planning – development of campaign-wide narrative, messaging, content and assets, and the adaptation of these global elements to campaigns selected for rollout. Identification of target industries and geographies.
      2. Phase 2 Campaign Execution and Rollout Planning – initiate awareness campaign and partner with ICANN org to develop the full communications and outreach campaign for the SubPro launch.
      3. Phase 3 Geographic Targeting – audience-specific three-month awareness campaigns to create initial awareness of the upcoming gTLD application round.

      Whereas, the agency has provided a low, medium, and high estimate of campaign fees, based on the number of countries and industries (instances) included, the contract will be limited to a 50-instance campaign at a cost of no more than [Redacted: Confidential Negotiation Information]over the term of the contract.

      Resolved (2022.06.12.05), the Board authorizes the President and CEO, or his designee(s), to enter into, and make disbursement in furtherance of, a contract with the agency for a term of [Redacted: Confidential Negotiation Information].

      Resolved (2022.06.12.06), specific items within this resolution shall remain confidential for negotiation purposes pursuant to Article 3, section 3.5(b) of the ICANN Bylaws until the President and CEO determines that the confidential information may be released.

      Rationale for Resolutions 2022.06.12.05 – 2022.06.12.06

      ICANN organization is working toward a next round of generic top-level domains (gTLDs) through a new application window. This will include a multi-year communications approach.

      Recommendation 13.2, 13.3-7 of the Final Report on the new gTLD Subsequent Procedures Policy Development Process states that the New gTLD Program's communications plan "should serve the goals of raising awareness about the New gTLD Program to as many potential applicants as possible around the world and making sure that potential applicants know about the program in time to apply. To serve this objective, the Working Group determined that the focus should be on timeliness, broad outreach, and accessibility."

      ICANN org, with the guidance of the community, is working to support an inclusive and multilingual Internet that will enable people to navigate the Internet in their own language and using their own keyboard. This enables the formation of truly local online communities, where individuals can interact online using their own scripts, languages, and cultures.

      For many years the ICANN community, and volunteers around the world have been working together to internationalize the Domain Name System (DNS). One of the issues that ICANN, including community volunteers and industry-leading software and email service providers are working to resolve is ensuring the Universal Acceptance (UA) of all domain names and email addresses in all Internet-enabled devices and applications. This requires back-end providers to upgrade their systems and services to ensure they will work in the continuously expanding and evolving DNS.

      Adoption of UA has been slow, but it is necessary to achieve the goal of true local access and global interoperability.

      Recommendation 13.2, 13.3-7 of the Final Report on the new gTLD Subsequent Procedures Policy Development Process states that the New gTLD Program's communications plan "should serve the goals of raising awareness about the New gTLD Program to as many potential applicants as possible around the world and making sure that potential applicants know about the program in time to apply. To serve this objective, the Working Group determined that the focus should be on timeliness, broad outreach, and accessibility."

      In August 2021, ICANN org launched a request for proposal (RFP) seeking a Public Relations/Strategic Communications agency to augment ICANN's Global Communications team in conducting an awareness campaign in support of ICANN's proposed upcoming expansion of gTLDs. The campaign includes two immediate objectives:

      • To raise awareness that nearly half of the world's population is unable to access the Internet in their own script, using their own keyboard. There is also a need to continue to share factual information and heighten awareness of the lack of diversity on the Internet and the language barrier in the countries and regions where it is anticipated that many of the next billion users will come from: Africa, Asia, and Latin America.
      • Support the ICANN community's ongoing efforts to encourage software developers and back-end providers to adopt Universal Acceptance, and to create further awareness and educate software developers and email providers of the need to upgrade their systems and services to ensure they will work in the continuously expanding and evolving domain name space

      ICANN org is now seeking approval to contract through [Redacted: Confidential Negotiation Information] for a total cost not to exceed [Redacted: Confidential Negotiation Information]. Because the contract is for more than US$500,000, under ICANN's Contracting and Disbursement Policy the Board is required to approve entering into the contract.

      Accordingly, ICANN org and the BFC recommended that the Board authorize the org to enter into, and make disbursement in furtherance of, a contract covering the period [Redacted: Confidential Negotiation Information],with a total cost not to exceed [Redacted: Confidential Negotiation Information]to augment ICANN's Global Communications team in conducting an awareness campaign in support of ICANN's proposed upcoming expansion of gTLDs.

      This decision is in the furtherance of ICANN's mission and the support of public interest to support the security, stability, and resiliency of the domain name system by ensuring that there is a fully resourced Engineering and IT team able to support the organization in a fiscally responsible and accountable manner.

      This decision will have a fiscal impact, but the impact has already been accounted for in the FY23 budget and will be for future budgets as well.

      As noted above, this action is intended to have a positive impact on the next round of new gTLD applications, and further application rounds.

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

    4. ICANN78 Venue Contracting

      Whereas, ICANN intends to hold its third Public Meeting of 2023 in the Europe region.

      Whereas, selection of this Hamburg, Germany location adheres to the geographic rotation guidelines established in the Meeting Strategy Working Group.

      Whereas, ICANN org has completed a thorough review of the venue and finds the one in Hamburg, Germany to be the most suitable.

      Resolved (2022.06.12.07), the Board authorizes the President and CEO, or his designee(s), to engage in and facilitate all necessary contracting and disbursements for the host venue and hotel for the October 2023 ICANN Public Meeting in Hamburg, Germany, in an amount not to exceed [Redacted: Confidential Negotiation Information].

      Resolved (2022.06.12.08), specific items within this resolution shall remain confidential for negotiation purposes pursuant to Article 3, section 3.5(b) of the ICANN Bylaws until the President and CEO determines that the confidential information may be released.

      Rationale for Resolutions 2022.06.12.07 – 2022.06.12.08

      As part of ICANN's Public Meeting strategy, ICANN seeks to host a meeting in a different geographic region (as defined in the ICANN Bylaws) three times a year. ICANN78 is scheduled for 21-26 October 2023. Following the change of the ICANN69 meeting in Hamburg, Germany to a virtual meeting, ICANN rescheduled with the venue and arranged to hold the ICANN78 meeting in Hamburg.

      ICANN org previously confirmed that the Hamburg, Germany meeting location meets the Meeting Location Selection Criteria. Selection of this Europe location adheres to the geographic rotation guidelines established in the Meeting Strategy Working Group. ICANN org did not conduct a broader search for other available locations for this meeting due to the already confirmed suitability of the venue.

      The Board Finance Committee (BFC) has carried out its standard due diligence in reviewing the proposed board decision to recommend approval to the Board. As part of this diligence, the BFC has reviewed the financial risks associated with the proposed decision and the information provided by the org on the measures in place to mitigate those risks. The BFC has found these financial risks and the mitigation in place reasonable and acceptable.

      The Board reviewed the org's briefing for hosting the meeting in Hamburg, Germany, and the determination that the proposal met the significant factors of the Meeting Location Selection Criteria, as well as the related costs for the facilities selected, for the October 2023 ICANN Public Meeting. ICANN conducts Public Meetings in support of its mission to ensure the stable and secure operation of the Internet's unique identifier systems, and acts in the public interest by providing free and open access to anyone wishing to participate, either in person or remotely, in open, transparent, and bottom-up, multistakeholder policy development processes.

      There will be a financial impact on ICANN in hosting the meeting and providing travel support as necessary, as well as on the community in incurring costs to travel to the meeting. But such impact would be faced regardless of the location and venue of the meeting. This action will have no impact on the security or the stability of the DNS.

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

      All members of the Board present voted in favor of Resolutions 2022.06.12.01, 2022.06.12.02, 2022.06.12.03, 2022.06.12.04, 2022.06.12.05, 2022.06.12.06, 2022.06.12.07, and 2022.06.12.08. The Resolutions carried.

  2. Main Agenda:

    1. Washington, D.C. New Office Lease

      The Chair introduced the agenda item. The Board engaged in a discussion regarding the size and lease period of the Washington D.C. new office lease. One Director objected to the proposed lease on the basis that he believes the square footage for employees is beyond the reasonable and normal standard, and that the proposed 12-year lease period is too long. The ICANN organization Chief Financial and Planning Officer reported that new office location offers additional square footage that may be used as a collaborative workspace for ICANN org employees and the community.  The size of the workspaces will be within the norm, but the additional space will be used to host meetings for ICANN org members, the Board, and community members.  Further, because the space is new and needs to be built out, ICANN will receive some contribution from the landlord to the build out costs. The org's Chief Financial and Planning Officer also reported that the length of the lease is consistent with lease terms in the Washington, D.C. metropolitan area and elsewhere in the U.S. Experience shows that time frame has not been an issue in the past in terms of the flexibility potentially needed. There is a long-term benefit of the lease duration pertaining to investments that ICANN org make up front and are recovered during the period of the lease. The length of the lease will enable ICANN to recover the benefit over time whereas a shorter lease would suggest that ICANN amortize the tenant improvements over shorter period of time, making the costs to the per year higher.

      The Chair of the Board Finance Committee (BFC) stated that the location size and lease period were considered by the BFC as part of the Committee's due diligence. The BFC concluded the cost for the location is reasonable, affordable, and aligned with ICANN's budgeting and planning, and has recommended that Board approve the proposed lease.

      Other Board members expressed that the size of the new office is reasonable and needed for the efficient functioning of ICANN organization in Washington, D.C. and that the length of the lease is reasonable.

      Following discussion, the Chair called for a vote and the Board took the following action:

      Whereas, ICANN's Washington, D.C., office lease is expiring in January 2023, and ICANN organization recommends relocating to a new, larger, and more centrally located location.

      Whereas, the Board Finance Committee (BFC) has reviewed the financial implications of the lease and has recommended approval.

      Whereas, both ICANN org and the BFC have recommended that the Board authorize the President and CEO, or his designee(s), to take all actions necessary to execute a new 12-year (144 month)lease for ICANN's new Washington, D.C., office location, and to make all necessary disbursements pursuant to the lease.

      Resolved (2022.06.12.09) the Board authorizes the President and CEO, or his designee(s), to take all necessary actions to execute a new 12-year lease for ICANN's new Washington, D.C., office location, and to make all necessary disbursements pursuant to the lease.

      Resolved (2022.06.12.10), specific items within this resolution shall remain confidential for negotiation purposes pursuant to Article 3, section 3.5(b) of the ICANN Bylaws until the President and CEO determines that the confidential information may be released.

      Fifteen Directors voted in favor of Resolutions 2022.06.12.09 and 2022.06.12.10.  One Director voted against the Resolutions. The Resolutions passed.

      Rationale for Resolutions 2022.06.12.09 – 2022.06.12.10

      ICANN organization believes face to face interaction, including that which occurs at its engagement offices, is essential to carry out its work and mission. Although the org has been effectively operating remotely during the pandemic, the goal is to return to offices to support staff and community collaboration at ICANN's physical office locations.

      In 2013, ICANN entered into a 10-year lease for 7,956 square feet of office space on the third floor of a Class A building in Washington, D.C. After assessing the Washington, D.C. real estate market and negotiating for a new lease, ICANN org recommends moving to a new building, with a 12-year lease for 8,337 square feet of office space in a Class A building in Washington, D.C., at the end of the current lease.

      In early 2021, ICANN org began evaluating office space options in anticipation of the expiration of the current lease. While evaluating properties, ICANN org considered the following criteria:

      • Cost effectiveness
      • Disruption to staff
      • Building Amenities
      • Public Transportation
      • Hotel Accommodations
      • Safety and Security
      • Conference Center Availability
      • Below Market Rent
      • Landlord Concessions
      • Well Building - Health & Safety

      In early 2022, ICANN org evaluated all the parameters affecting the decision to stay at the current Washington, D.C., office or move to another location. The evaluation included consideration of the real estate market conditions, as well as the current and anticipated workload of the organization including multiple large complex, and new projects and activities that will have a significant impact on the org overall, reshaping several teams specifically.

      After thorough evaluations of the real estate market for suitable office space, such as the current space in Washington, D.C., and consideration of many options, ICANN org began negotiating lease terms with a new landlord. Pricing did not drop as much as other areas across the United States because of the pandemic. Given the current outlook of the pandemic and much of Washington, D.C., reopening, market activity and rental rates have been steadily increasing. Because negotiations started during the pandemic, ICANN org is in a favorable bargaining position with a new landlord.

      After extensive negotiating, the proposal for the current location was a 13-year lease with average annual costs of [Redacted: Confidential Negotiation Information]for the current 7,956 square feet of office space. The proposal for the new location is a 12-year lease with average annual costs of [Redacted: Confidential Negotiation Information]for 8,337 square feet including access to a large conference room.

      Moving to the new location will provide the ability to host ICANN org and community meetings, in addition to the location's proximity to airports, hotels, amenities, public transportation, and freeways. The new lease is cheaper in square footage compared to a new lease at the current location and requires one fewer year of lease commitment. In addition, the new location would avoid traffic and street closure issues of the existing office due to the latter's proximity to the White House.

      The Board Finance Committee has reviewed the financial implications of the lease and agrees with ICANN org's recommendation to execute the new lease.

      Executing the new office lease is in the public interest as it maintains ICANN's presence in Washington, D.C., which will allow ICANN org to continue to carry out ICANN's mission without disruption while maintaining collaboration with community stakeholders and the general public.

      There will be a fiscal impact in average costs per month compared to the final year of the current lease. However, this increase is reasonable given the current real estate market and ICANN org will be able to absorb the cost increase.

      Taking this decision will have no anticipated impact to the security, stability, and resiliency of the domain name system.

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

    3. Deferral of Organizational Reviews (ALAC/At-Large, ccNSO, ASO, NomCom, RSSAC, and SSAC)

      The Chair of the Organizational Effectiveness Committee (OEC) introduced the agenda item. She explained the third Accountability and Transparency Review Team (ATRT3) has recommended that the six Organizational Reviews mandated by the Bylaws be deferred until the ATRT3 recommendations to establish continuous improvement programs and a new Holistic Review could be implemented. The Board previously adopted the ATRT3's recommendation and directed ICANN organization to develop a comprehensive plan for the next cycle of Organizational Reviews. The OEC now recommends that Board accept the comprehensive plan that has been developed by the org for the next cycle of Organizational Reviews, and to defer the six other Organizational Reviews scheduled for the next review cycle. The OEC Chair indicated the relevant communities were consulted and responded favorably to the proposed deferral. She then read the resolved clauses into the record.

      Following discussion, the Chair called for a vote and the Board took the following action:

      Whereas, under ICANN Bylaws Section 4.4 (a), periodic reviews of ICANN structures shall be conducted no less frequently than every five years, based on feasibility as determined by the Board, and in recognition of the ASO Memorandum of Understanding (MOU) with ICANN, which states with reference to the provisions of ICANN Bylaws Section 4.4, the Number Resource Organization (NRO) shall provide its own review mechanisms.

      Whereas, under the provisions of ICANN's Bylaws Section 4.4 the next round of reviews is due to commence for the Address Supporting Organization (ASO)1 in July 2022, ALAC/At-Large in June 2023, Nominating Committee in June 2023, Root Server System Advisory Committee (RSSAC) in July 2023, Security and Stability Advisory Committee (SSAC) in February 2024, Country Code Names Supporting Organization (ccNSO) in November 2026, five years after the Board's receipt and action on the respective final reports from the second cycle of Organizational Reviews.

      Whereas, the third Accountability and Transparency Review Team (ATRT3) made recommendations that will have an impact on all future Organizational Reviews; and the ATRT3 recognized this impact in its transmittal letter to the ICANN Board Chair. The letter suggested the Board implement a moratorium on launching new reviews until the ATRT3 recommendations establish continuous improvement programs and a new Holistic Review could be implemented.

      Whereas, the Board approved the ATRT3 recommendations, subject to prioritization, recognizing that the ICANN community and organization will need time to plan for, and execute, those recommendations once prioritized for implementation.

      Whereas, the third Generic Names Supporting Organization (GNSO) Review was deferred by the ICANN Board in June 2021, and the Board directed the ICANN org to develop a comprehensive plan for the next cycle of Organizational Reviews. ICANN org consulted with the ALAC/At-Large, ccNSO, ASO, NomCom, RSSAC, and SSAC on the possibility of deferring their next scheduled Organizational Reviews, and the community input received indicated broad support for deferral, considering the need to plan for changes to the Organizational Review processes in light of ATRT3 recommendations, and in consideration of the community workload.

      Whereas, on 17 May 2022, the Board Organizational Effectiveness Committee discussed and approved a recommendation to the Board to accept the comprehensive plan for the next cycle of Organizational Reviews, and defer the six other Organizational Reviews scheduled for the next review cycle, taking into account the support of each of the impacted groups, in alignment with that comprehensive plan.

      Resolved (2022.06.12.11), the Board accepts the comprehensive plan developed for the timing and conduct of the next Organizational Review cycle. The Board directs ICANN's President and CEO, or his designee(s), to provide periodic updates to the Board on progress of the plan, including a report on the status of the deferral and continued need for deferral within three years of this resolution.

      Resolved (2022.06.12.12), the Board is deferring the initiation of the next round of reviews of ALAC/At-Large, ASO, ccNSO, NomCom, RSSAC, and SSAC, with the support of each of the impacted groups, in alignment with the comprehensive plan for the next cycle of Organizational Reviews.

      All members of the Board present voted in favor of Resolutions 2022.06.12.11 and 2022.06.12.12. The Resolutions carried.

      Rationale for Resolutions 2022.06.12.11 – 2022.06.12.12

      Why is the Board addressing the issue?

      ICANN organizes independent reviews of its SOACs (Organizational Reviews) as prescribed in Article 4 Section 4.4 of the ICANN Bylaws, to ensure ICANN's multistakeholder model remains transparent and accountable, and to improve its performance. The Organizational Reviews currently run in five-year cycles. The ASO MOU with ICANN states with reference to the provisions of ICANN Bylaws Section 4.4, the NRO shall provide its own review mechanisms. The next ASO Review is due to commence in July 2022, ALAC/At-Large Review in June 2023, NomCom Review in June 2023, RSSAC Review in July 2023, SSAC Review in February 2024, and ccNSO Review in November 2026. Under the Bylaws, the Board has the ability to defer Organizational Reviews beyond the five-year cycle if conducting a review in that cycle is not feasible.

      For the six upcoming Organizational Reviews in this next cycle, there is a dependency on, and an expected impact from, the implementation of ICANN Board-approved ATRT3 recommendations. Specifically, ATRT3 Recommendation 3 calls for evolving the current Organizational Reviews into continuous improvement programs for SOACs, and introduces a new Holistic Review to consider the effectiveness of the continuous improvement programs, accountability of SOACs, and their continuing purpose and structure.

      In addition, there is a continued pressure on community volunteer time. Currently, various cross-community work efforts are underway, all of which consume considerable volunteer time. Deferring the Organizational Reviews will enable the broader ICANN community to understand the potential impact of the recommendations from the ATRT3 as their implementation timing and planning becomes clearer.

      This Board action is a result of the Board's consideration of various factors including: consultation on Organizational Reviews timing, current community workload, as well as the upcoming implementation of ATRT3 recommendations. Based upon those considerations, the Board has concluded that it is not feasible to proceed with the six Organizational Reviews as scheduled. The Board will oversee the implementation of ATRT3 recommendations and determine whether the timing of Organizational Reviews should be re-examined based on the changing environment, as outlined in the comprehensive plan for the next cycle of Organizational Reviews.

      What is the proposal being considered?

      The proposal under consideration is to accept the comprehensive plan for the next cycle of Organizational Reviews, and defer the start of all Organizational Reviews scheduled within the upcoming Organizational Review cycle (the third reviews of the ALAC/At-Large, ccNSO, ASO, NomCom, RSSAC, and SSAC) in alignment with the comprehensive plan, as follows:

      1. Obtain confirmation from each SO/AC/NomCom on deferral of Organizational Reviews;
      2. Run Pilot Holistic Review including Pilot Continuous Improvement Program, to the extent applicable;
      3. Identify if any approved recommendations from the Pilot Holistic Review suggest changes to Organizational Reviews as specified in Bylaws;
        1. Initiate process to draft and amend Bylaws related to Organizational Reviews, in accordance with ATRT3 recommendations and any related approved recommendations from the Pilot Holistic Review.
      4. Coordinate with community on initiation of new cycle of Organizational Reviews (or their replacement) in line with approved Pilot Holistic Review recommendations;
      5. If it becomes apparent that Pilot Holistic Review will not issue recommendations impacting the Organizational Reviews as specified within Bylaws, coordinate with community on initiation of Organizational Reviews from deferred cycle;
      6. If neither steps 4 nor 5 have yet occurred, ICANN org shall report on status of deferral and continued need for deferral within 3 years of this resolution.

      Which stakeholders or others were consulted?

      Each of the organizations (ALAC/At-Large, ASO, ccNSO, NomCom, RSSAC, and SSAC) were consulted via ICANN Correspondence on 6 April 2022, and all supported deferral.

      What concerns, or issues were raised by the community?

      No concerns or issues were raised by the community. All six Organizational Chairs indicated support of the deferral of their Organizational Review. Further, the communities indicated support of the deferral until such time that the impact of ATRT3 Recommendations pertaining to Organizational Reviews is better understood by the ICANN Board, community, and ICANN org, and in consideration of the community workload and the need to plan for changes to the Organizational Review processes.

      What factors did the Board find to be significant?

      The Board considered its prerogative to defer Organizational Reviews based on feasibility. The Board also considered the dependency on prioritization and implementation of the ATRT3 recommendations which will impact the Organizational Reviews cycle and the nature of these reviews in the future. The Board will oversee the implementation of ATRT3 recommendations and consider periodic updates on progress of the comprehensive plan for the next cycle of Organizational Reviews. The Board will consider a report on the status of the deferral and continued need for deferral within 3 years of this resolution and determine whether the timing of Organizational Reviews should be re-examined.

      Additionally, the Board considered the precedents set by the deferrals of the third GNSO Review in 2021, the second GNSO Review in 2013, and the second ccNSO Review in 2017.

      Are there positive or negative community impacts?

      This Board action is expected to have a positive impact on the community by reducing the pressure on community volunteer time, considering the high volume of on-going community work efforts. In addition, the deferral will allow for the implications of ATRT3 recommendations to become clear. This will have a positive impact on the overall community work through planning and the evolution of the ICANN reviews to be more relevant and impactful.

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

      The fiscal impacts on ICANN are positive in the sense that the budget set aside for the six Organizational Reviews will be used when deemed appropriate to result in an effective outcome to benefit the ALAC/At-Large, ASO, ccNSO, NomCom, RSSAC, and SSAC, and the ICANN community in line with the intentions of the ATRT3. Conducting more comprehensive planning for the next Organizational Review cycle will have a positive impact on the overall planning and resourcing effort for ICANN as a whole.

      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 4.1 of the Bylaws to ensure ICANN's multistakeholder model remains transparent and accountable, and to improve the performance of its SOACs. This action will serve the public interest by fulfilling ICANN's commitment to maintaining and improving its accountability and transparency and by allowing the ICANN's Supporting Organizations and Advisory Committees to devote the proper resources to considering their accountability and ongoing purpose in the ICANN system.

      Is public comment required prior to Board action?

      No public comment is required.

    4. Consideration of the Final Report of the Cross-Community Working Group on New gTLD Auction Proceeds (CCWG-AP) (ICANN Grant Giving Program)

      The Chair of the Board Finance Committee (BFC) introduced the agenda item. He stated that this is an important moment in ICANN's history because this is the first program of its kind. The proceeds from the New gTLD Program auctions of last resort enabled the Board to accept the Community Working Group on New gTLD Auction Proceeds (CCWG-AP)'s recommendations and create the ICANN Grant Giving Program (Program). The BFC Chair noted that any decision on allocation of money will be made by an independent project evaluation panel and will not be heard by the Board. The Board's role will be to confirm that process has followed.  He thanked CCWG-AP and the current and former Board members that served as liaisons to CCWG-AP for the significant amount of work that has been done. Danko read the resolved clauses into the record.

      One Director noted that while she does not have any conflicts of interest with the current resolutions, she may have potential future conflicts in the implementation phase of the Program as she is often employed as a consultant for the non-profit sector to help clients raise funding. Other Board members indicated that they may encounter similar future issues of conflicts of interest and that this will need to be addressed as part of the implementation of the Program.

      Following discussion, the Chair called for a vote and the Board took the following action:

      Whereas, the 2012 New gTLD Program Applicant Guidebook specified that auctions operated by an ICANN-authorized provider could be used as a last resort to resolve string contention amongst applicants who applied for the same or similar string. The Applicant Guidebook required that "Any proceeds from auctions will be reserved and earmarked until the uses of funds are determined. Funds must be used in a manner that directly supports ICANN's Mission and Core Values and also allows ICANN to maintain its not for profit status."

      Whereas, to date, 16 auctions of last resort have taken place within the 2012 New gTLD Application Round, with approximately US$212 million in proceeds from those auctions maintained within a segregated fund and managed pursuant to an Auction Proceeds-specific investment policy.

      Whereas, in 2015, the Generic Names Supporting Organization (GNSO) coordinated a community dialogue to give inputs to the ICANN Board on uses for the auction proceeds. This led to the 2016 formation of a cross-community team to draft a charter for the Cross-Community Working Group on New gTLD Auction Proceeds (CCWG-AP). Because of the significance of this effort, the ICANN Board maintained liaisons to this drafting effort, and stressed key areas of concern, such as monitoring of conflict of interest considerations, from very early in the process.

      Whereas, the CCWG-AP was formally chartered with approval from all of ICANN's Supporting Organizations and Advisory Committees (SO/ACs), and started work in 2017. The CCWG-AP was tasked with the development of proposals for a mechanism to distribute the proceeds, taking into account a set of guiding principles, including: transparency and openness; sufficient accountability and effective processes and procedures; and a fair, just, and unbiased distribution of the auction proceeds not inconsistent with ICANN's mission.

      Whereas, the CCWG-AP met regularly, with participation from all ICANNSO/ACs. The CCWG-AP put an Initial Report and a Proposed Final Report out for Public Comment, and took those comments into consideration in the development of the Final Report. The ICANN Board and ICANN Org participated throughout the CCWG-AP work. The ICANN Board maintained two liaisons to the CCWG-AP, regularly attending and participating in meetings, as well as working with the Board to develop inputs to the CCWG-AP work. The ICANN Board and the CCWG-AP maintained active correspondence documenting requests for inputs and responses, including the ICANN Board's 2018 development of Board Principles against which any CCWG-AP proposal would be assessed. ICANN org also identified staff experts, as allowed under the Charter, to provide inputs to the CCWG-AP on legal and fiduciary considerations, with the ICANN's Chief Financial Officer and a senior member of ICANN's legal team in regular attendance.

      Whereas, the CCWG-AP submitted its Final Report to its chartering organizations in March 2020, and, by 1 September 2020, received confirmation of adoption or support from all seven SOs and ACs. The Final Report was then transmitted to the ICANN Board on 14 September 2020.

      Whereas, the eventual distribution of auction proceeds presents an exceptional opportunity to make a difference in the Internet ecosystem and positively impact people across the globe in furtherance of ICANN's mission.

      Whereas, the Board Caucus on Auction Proceeds reviewed the recommendations of the CCWG-AP and ICANN org's assessment of the recommendations, taking into account the Board Principles, and recommended to the ICANN Board the approval of all recommendations as set out in the CCWG-AP's Final Report.

      Resolved (2022.06.12.13), the Board thanks the members and participants of the Cross-Community Working Group on New gTLD Auction Proceeds for their dedication and work to achieve the CCWG-AP Final Report.

      Resolved (2022.06.12.14), the Board adopts all recommendations within the CCWG-AP Final Report, taking action on each of the recommendations as specified within the Scorecard titled "CCWG on Auction Proceeds Final Report Recommendations - Board Action." The Board directs ICANN's President and CEO, or his designee(s), to take all actions as directed within that Scorecard and to ultimately implement an ICANN Grant Giving Program that is aligned with ICANN's mission and based in sound governance practices.

      Resolved (2022.06.12.15), the Board directs ICANN's President and CEO, or his designee(s), to produce no later than within 120 days following this resolution a preliminary implementation plan, including resourcing and timeline, allowing to proceed as soon as feasible with the implementation of the ICANN Grant Giving Program.

      Resolved (2022.06.12.16), the Board directs the ICANN President and CEO, or his designee(s), to regularly report to the ICANN Board and the ICANN Community on the status of the implementation of the ICANN Grant Giving Program.

      All members of the Board present voted in favor of Resolutions 2022.06.12.13, 2022.06.12.14, 2022.06.12.15, and 2022.06.12.16. The Resolutions carried.

      Rationale for Resolutions 2022.06.12.13 – 2022.06.12.16

      Why is the Board addressing this issue?

      As part of the 2012 New gTLD Program, ICANN Organization (ICANN Org) accepted applications for new generic top-level domain name strings. In cases where more than one application was received for the same or similar string, those applications were placed into "contention sets," and only one of those applied-for strings could move forward under the rules of the program. Applicants within those contention sets were encouraged to resolve the contention amongst themselves, but if they were not able to do so, the Applicant Guidebook outlined a "last resort" mechanism, an auction operated by an ICANN-authorized provider. The Applicant Guidebook outlined that "proceeds from auctions will be reserved and earmarked until the uses of funds are determined. Funds must be used in a manner that directly supports ICANN's Mission and Core Values and also allows ICANN to maintain its not for profit status."

      Sixteen (out of 234) contention sets within the 2012 New gTLD Program resulted in an auction of last resort. ICANN currently has approximately US$212 million of proceeds from these auctions in a segregated fund that is managed pursuant to an Auction Proceeds-specific investment policy. The ICANN Board has long committed that the auction proceeds would continue to be maintained separately, pending a plan for their use developed by the multistakeholder community and authorized by the ICANN Board. The final amount of proceeds available for distribution through the ICANN Grant Giving Program remains subject to change.

      In 2015, the Generic Names Supporting Organization (GNSO) took the lead in furthering Community dialogue in getting a plan together for the Board's consideration. After seeking public comment, the community eventually converged on the initiation of a cross community working group to develop a recommendation for the use of the auction proceeds. The drafting work to charter the Cross-Community Working Group on New gTLD Auction Proceeds (CCWG-AP) started in 2016, and in January 2017, CCWG-AP officially started its work. The CCWG-AP was chartered by all seven ICANN Supporting Organizations and Advisory Committees.

      The CCWG-AP sought public comment on both an Initial Report and a proposed Final Report, and after taking the last round of public comments into consideration, in March 2020 submitted a Final Report to its chartering organizations. All seven SOs and ACs supported the Final Report, and on 14 September 2020, the CCWG-AP submitted the Final Report to the ICANN Board. The Final Report contains 12 recommendations and also identifies implementation guidance to support the program design.

      After the Board received the CCWG-AP's Final Report, the Board began its work to consider the Final Report and the recommendations therein. The Board identified the questions it wanted to explore in its consideration of the Final Report, as described in a December 2020 blog. While the Board previously indicated that an operational design phase might be necessary to inform the Board's consideration of the CCWG-AP's recommendations, the subsequent efforts of ICANN org in assessing the recommendations support the Board moving directly to action on the CCWG-AP recommendations so that, subject to prioritization, implementation planning can take place.

      ICANN org's assessment of the CCWG-AP's recommendation examined the content of the recommendations, related CCWG-AP rationales and descriptions, and CCWG-AP implementation guidance. The recommendations were assessed for initial feasibility, and also for consistency with a previously submitted list of Principles ("Board Principles"). The Board Caucus Group on Grant Giving, formerly Auction Proceeds (the "Board Caucus") considered the report and the ICANN org's assessment, and recommended that the Board adopts all 12 recommendations issued within the CCWG-AP Final Report, and take action as specified within the Scorecard titled "CCWG on Auction Proceeds Final Report Recommendations - Board Action."

      What is the proposal being considered?

      The CCWG-AP Final Report includes twelve recommendations that, when taken as a whole, outline what will become the ICANN Grant Giving Program to distribute the proceeds collected from the auctions of last resort. The Final Report first requires the Board to select the mechanism that ICANN will use for the ICANN Grant Giving Program. The CCWG-AP converged on two possible mechanisms through which grant making could proceed. These mechanisms are:

      • Mechanism A: An internal department dedicated to the allocation of Auction Proceeds is created within ICANN org.
      • Mechanism B: An internal department dedicated to the allocation of Auction Proceeds is created within ICANN org that collaborates with an existing non-profit.

      The CCWG-AP requested that the Board should take into account the preference expressed by CCWG-AP members for Mechanism A. The CCWG-AP determined that it would not recommend a third mechanism, Mechanism C, or the establishment of an ICANN foundation, as an option available for Board consideration.

      Regardless of mechanism chosen, the CCWG-AP noted that there are a number of characteristics that are universal for ICANN's eventual grant making:

      • The ICANN Board has legal and fiduciary oversight responsibility.
      • Safeguards must be in place to ensure legal and fiduciary obligations are met.
      • An independent panel of experts will evaluate the applications.
      • Processes and procedures must be in place to ensure that the grants are used in a manner that contributes directly to ICANN's mission.
      • ICANN Directors and Officers have an obligation to protect the organization through the use of available resources. In such a case, while ICANN would not be required to apply for the proceeds, the Directors and Officers have a fiduciary obligation to use the funds to meet the organization's obligations if necessary to do so.

      The CCWG-AP Final Report, as a whole, sets out a cohesive outline for an ICANN Grant Giving Program. The 12 recommendations together cover not just who will run the ICANN Grant Giving Program, but also issues such as: what objectives should be served by the ICANN Grant Giving Program, who should evaluate applications for grants, legal and fiduciary safeguards to build in, the types of reviews that should be built into the program, and the role of the ICANN Community (or lack thereof) across the phases of the program. The recommendations in the Final Report are interrelated and have been grouped thematically for the Board's consideration:

      • Mechanism (Recommendations #1, #9)
      • Application Tranches (Recommendation #10)
      • Independent Project Applications Evaluation Panel (Recommendation #2)
      • Objectives of Proceeds Allocation (Recommendation #3, #11)
      • Safeguards (Recommendation #4)
      • Conflict of Interest Provisions (Recommendation #5)
      • Governance Framework and Audit Requirements (Recommendation #6)
      • ICANN Accountability Mechanisms, Appeals, and ICANN Bylaw Change (Recommendation #7)
      • Reviews (Mechanisms and Overall Program) (Recommendation #12)
      • ICANN Org / Constituent Parts Applying for Proceeds (Recommendation #8).

      The full text of each recommendation is set out in the Scorecard titled "CCWG on Auction Proceeds Final Report Recommendations - Board Action." Within the Final Report, the CCWG-AP outlined the reasoning supporting its recommendations, as well as guidance intended for ICANN Org review as part of implementation. As appropriate, the Board considered the additional context and guidance and at times relied upon this additional context in the development of its action and supporting rationale.

      Because of the interrelated nature of the CCWG-AP recommendations, the Board notes it is appropriate to address the recommendations as a package.

      Overarching Board Considerations

      Consideration of the CCWG-AP's Final Report is the culmination of more than five years of ICANN Community work, whereby the ICANN Community determined how it would work collectively to recommend to the Board a process for distribution of the proceeds collected from auctions of last resort. The Board notes that all seven ICANN SOs and ACs supported the CCWG-AP's outcomes, and that the Final Report was reached after two separate public comment processes. Taking action today supports the Board's long-standing promise to the ICANN Community of the voice that it would have in how these auction proceeds are eventually distributed.

      The ICANN Community effort towards developing this proposal is just one indicator of high interest in the topic. Today's action is the first step towards the design and implementation of an ICANN Grant Giving Program, that, at current value, has the potential to distribute grants that collectively exceed a single year of ICANN's operating costs. This is an exceptional opportunity for ICANN to support projects in line with its mission through independently evaluated grants.

      The ICANN Board has paid close attention to the community work towards the development of this Final Report. Both the ICANN Board and ICANN Org participated through liaisons in the CCWG-AP work, including during the chartering phase, where the Board urged the community to be aware of key areas of concern to the Board, such as monitoring of conflict of interest considerations. The ICANN Board maintained two liaisons to the CCWG-AP, regularly attending and participating in meetings, as well as working with the Board to develop inputs to the CCWG-AP work. The ICANN Board and the CCWG-AP maintained active correspondence, documenting requests for inputs and responses, including the ICANN Board's 2018 development of Board Principles against which any CCWG-AP proposal would be assessed. ICANN Org also identified staff experts, as allowed under the Charter, to provide inputs to the CCWG-AP on legal and fiduciary considerations, with the ICANN's Chief Financial Officer, and a senior member of ICANN's legal team in regular attendance.

      The first issue the CCWG-AP addressed in its Final Report was what mechanism should be used to distribute the auction proceeds through grant-making. The CCWG-AP reviewed a range of options, from operating the grant-making internally (referred to by the CCWG-AP as "Mechanism A") to a fully external model where ICANN would entrust a separate entity with all responsibility for administration of grant-making and reporting. The CCWG-AP determined that it would provide the ICANN Board with a recommendation to choose between two mechanisms that would allow ICANN more direct involvement in the ongoing operation of the grant-making program, as those were the alternatives that the CCWG-AP identified better served ICANN's legal and fiduciary obligations and supported the Board Principles.

      Today, the Board confirms that the CCWG-AP's proposed Mechanism A, which proposes that ICANN internally design and administer the ICANN Grant Giving Program, is the preferred mechanism for implementation. This aligns with the preference expressed by the CCWG-AP. Operating the ICANN Grant Giving Program directly through ICANN Org aligns with the Board Principles, including the duties and responsibility of the ICANN Board and Officers over the proceeds. Only this full internal responsibility will maintain ICANN as the entity with direct responsibility and accountability over the ICANN Grant Giving Program and allow ICANN to maintain the fiduciary and governance controls that are necessary for it to remain legally responsible for the grant-making process. Additionally, ICANN's maintenance of direct responsibility of the grant-making—as opposed to partnering with an external nonprofit that would be responsible for making the grants—assures that the ICANN Grant Giving Program will be operated with the enhanced transparency expected from ICANN, including responsibility for reporting grant recipients of ICANN's own tax filings.

      As the Board vests responsibility in the ICANN President and CEO to implement the ICANN Grant Giving Program internally, the Board understands and expects that ICANN Org will likely need to collaborate with external organizations and contract for appropriate support across all aspects of the program. The CCWG-AP also acknowledged this. While grant-making is new to ICANN, the ICANN Board expects that the ICANN President and CEO will leverage expertise and resources to develop and implement a program that is right-sized to ICANN Org while also following well-established models of international grant-making.

      The Board notes that the CCWG-AP's Final Report and recommendations embraced the key considerations and expectations that the Board expects to be present within the ICANN Grant Giving Program. The recommendations as approved set the groundwork for the design and implementation of an exemplary grant-making program that will support work across the world that aligns with ICANN's mission. This program shall be:

      • Respectful of all of the necessary legal and fiduciary safeguards.
      • Responsibly administered, preserving the most funds available for grant-making, while having the appropriate overhead and costs to support a world-class operation.
      • Designed with the expectation that applicants across the globe have the opportunity to successfully apply for funds.
      • Responsible in oversight, from the oversight of grantee compliance and program auditing needs, to regular program reviews to confirm the program processes and procedures are appropriate, to more intensive strategic reviews of whether the program is meeting the expected goals and intended impact.
      • Built with vigilant protections to mitigate against the possibility of conflicts of interest influencing any part of the ICANN Grant Giving Program, from application and evaluation through to review.
      • Respectful of the ICANN Community, including building in opportunities for those within the ICANN Community to have a role where appropriate. The program shall also be transparent in identifying the roles and responsibilities for all involved in the process, including ICANN Org, the ICANN Board, and the ICANN Community.
      • Operated in a manner that adheres to good governance practices and upholds ICANN's commitment to accountability and transparency.

      The CCWG-AP's recommendations provide significantly more detail surrounding some of these elements, and the Board in the Scorecard titled "CCWG on Auction Proceeds Final Report Recommendations - Board Action" sets out specific Board actions and detailed supporting rationale as it relates to each. Those are all incorporated herein by reference. However, the recommendations that provide the framework for the ICANN Grant Giving Program are appropriate to consider working together as a whole. As the ICANN President and CEO moves forward through implementation, neither the Board nor the community should expect implementation plans built recommendation-by-recommendation.

      The Board's approval of the CCWP-AP recommendations represents the start of a new phase of work within ICANN Org. There will need to be careful consideration of how to appropriately build a program in line with the expectations set out above. The ICANN President and CEO is therefore requested to maintain regular reporting to the ICANN Community and the Board on the status of implementation planning and design, including identification of timeframes when appropriate. The Board also recognizes that there may be a need along the implementation path for Board or Community inputs.

      While there is still much work to be done, this action represents a key moment within ICANN. The commitment that the ICANN Board set out so many years ago—that the disbursement of the auction proceeds would be done in line with community developed proposals—has been upheld. The ICANN Community has devoted years of work toward reaching consensus recommendations. Today, the Board accepts those recommendations and looks to ICANN Org to start a new phase of work, implementing a program that will eventually deliver millions of dollars to projects around the world that support the global interoperability, reliability, and security of the Internet's unique identifiers. We should all be proud to reach this point.

      Which stakeholders or others were consulted?

      The ICANN Community has been broadly involved in the development of the CCWG-AP's Final Report. The CCWG-AP was chartered by all seven of ICANN's SOs and ACs and all SO/ACs participated in the CCWG-AP through appointed members to the working group. The working group was also open to participation from non-appointed individuals and organizations. The CCWG-AP met regularly, including sessions convened at ICANN Public Meetings. It held active discussions on its mailing list and provided updates to the chartering organizations and through newsletters to the wider ICANN Community. The CCWG-AP held two Public Comment Periods —one on its Initial Report from 8 October 2018–11 December 2018 and one on its proposed Final Report from 23 December 2019-–14 February 2021. All seven SOs and ACs supported the Final Report before its transmission to the Board.

      Of note, during the CCWG-AP's deliberations, it recognized the need for all stages of the process to be free from perceived, potential, or actual conflicts of interests. The CCWG-AP exercised a more heightened statement of interest practice than typically found within ICANN Community working groups. This practice included specific questions regarding whether participants in the CCWG-AP deliberations had any future intent to apply for grants under the eventual program. CCWG-AP members and participants maintained a Declarations of Intention on the public repository page, in addition to standard Statements of Interests, recording responses to specific questions such as whether the individual or the organization with which they are affiliated intend to apply for future funding. As programming implementation progresses, specifically relating to future implementation questions, the Declarations of Interest are expected to be maintained for evaluation of future conflict of interest considerations.

      What concerns or issues were raised by the Community?

      The Final Report contains reference to the public comments received, reviewed, and addressed by the CCWG-AP in the development of the Final Report. The Final Report was ultimately endorsed by all seven chartering organizations. There is only one issue for which a minority statement was issued. The Commercial Stakeholders Group (CSG) challenged the CCWG-AP's characterization of the group's preference for the internally managed department to operate the grant giving mechanism. Within that minority statement, the Intellectual Property Constituency made further substantive objections to the use of an internal mechanism.

      The ICANN Board notes the minority statement and the concerns raised therein. However, as closer review of the alternative to contract the grant-making to a partnering non-profit revealed significant concerns with ICANN's ability to maintain the levels of fiduciary control and responsibility it would expect over a grant-making process, that factor weighed more heavily in the Board's deliberation than the existence of a CCWG-AP preference. Further, the specific substantive concerns raised by the Intellectual Property Constituency (IPC) (i.e., potential for expansion of ICANN's remit; need for fundamental Bylaws change; risk to staffing levels when grant funding is depleted; and potential for appearance of self-dealing) are not concerns unique to a fully internally managed solution. Any involvement of ICANN in grant-making raises these same concerns and issues. The Board's expectations for a well-documented program adhering to good governance practices with clearly defined roles and responsibilities all serve to mitigate against the IPC's concerns.

      What significant materials did the Board review?

      The Board reviewed the CCWG-AP Final Report, ICANN Org Assessment: Recommendations of the Cross-Community Working Group on New gTLD Auction Proceeds (CCWG-AP), and correspondence between the ICANN Board and the CCWG-AP documenting requests for inputs and responses, including the ICANN Board's 29 September 2019 letter restating the Board Principles.

      Are there positive or negative community impacts?

      The eventual distribution of the auction proceeds presents an exceptional opportunity to make a difference in the Internet ecosystem and positively impact people across the globe in furtherance of ICANN's mission. The Board's acceptance of the CCWG-AP Final Report is also a key step in the Board fulfilling its commitment to have the ICANN Community develop recommendations for the eventual distribution of the auction proceeds, and recognizes the significant effort of the ICANN Community to get to this point.

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

      The ability to diligently disperse the funds for purposes consistent with ICANN's mission is an important fiduciary responsibility of the Organization.

      The expenses incurred to develop the ICANN Grant Giving Program will be funded by the auction proceeds, not from ICANN Org's operational budget, as has been discussed with the CCWG and other groups by the ICANN Board and clarified by ICANN Org throughout discussions. This will be a significant effort and will require substantial resources for proper development that still need to be prioritized alongside other ICANN work.

      Existing ICANN Org resources, in the form of expertise, time, and effort, will be needed to appropriately evaluate, design, and implement the work. These resources, as well as community contributions in the form of time, expertise, and participation, must be considered when evaluating how to prioritize these efforts as part of all the work the ICANN Org and Community are achieving.

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

      This action does not have a direct impact on the security, stability, or resiliency of the Internet's DNS. It is possible that some projects eventually supported by the ICANN Grant Giving Program may have a positive impact on the security, stability, and resiliency of the Internet's DNS.

      Is this decision in the public interest and within ICANN's mission?

      This decision supports both the public interest and ICANN's mission, as it directs the implementation of a program whereby significant amounts of money entrusted to ICANN's care will be distributed in alignment with ICANN's mission to worthy projects around the world.

      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?

    5. There is no defined policy process guiding this work. The CCWG-AP conducted two Public Comment Period reviews of the report during its work and the Public Comment Period input on the Draft Final Report formed part of the Board's assessment of the recommendations.

    6. Transfer of the .BY top-level domain and the .бел ("bel") top-level domain representing Belarus to Limited Liability Company Belarusian Cloud Technologies

      Patricio Poblete introduced the agenda item.  He stated that the Public Technical Identifiers (PTI), in the performance of the IANA Naming Function (IANA), has evaluated a request for ccTLD transfer and is presenting its report to the Board for review. He then read the resolved clause into the record.

      Following discussion, the Chair called for a vote and the Board took the following action:

      Resolved (2022.06.12.17), as part of the exercise of its responsibilities under the IANA Naming Function Contract with ICANN, IANA has reviewed and evaluated the request to transfer the .BY and .бел top-level domains to Belarusian Cloud Technologies LLC. The documentation demonstrates that the proper procedures were followed in evaluating the request.

      All members of the Board present voted in favor of Resolution 2022.06.12.17. The Resolution carried.

      Rationale for Resolution 2022.06.12.17

      Why is the Board addressing the issue now?

      In accordance with the IANA Naming Function Contract, PTI, in the performance of the IANA Naming Function (IANA), has evaluated a request for ccTLD transfer and is presenting its report to the Board for review. This review by the Board is intended to ensure that the proper procedures were followed.

      What is the proposal being considered?

      The proposal is to approve a request to transfer the .BY and .бел top-level domains and assign the role of manager to Belarusian Cloud Technologie LLC.

      Which stakeholders or others were consulted?

      In the course of evaluating this transfer application, IANA consulted with the applicant and other significantly interested parties. As part of the application process, the applicant needs to describe consultations that were performed within the country concerning the ccTLD, and their applicability to their local Internet community.

      What concerns or issues were raised by the community?

      IANA is not aware of any significant issues or concerns raised by the community in relation to this request.

      What significant materials did the Board review?

      [Redacted: Sensitive Delegation Information]

      What factors the Board found to be significant?

      The Board did not identify any specific factors of concern with this request.

      Are there positive or negative community impacts?

      The timely approval of country-code domain name managers that meet the various public interest criteria is positive toward ICANN's overall mission, the local communities to which country-code top-level domains are designated to serve, and responsive to obligations under the IANA Naming Function Contract.

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

      The administration of country-code delegations in the DNS root zone is part of the IANA functions, and the delegation action should not cause any significant variance on pre-planned expenditure. It is not the role of ICANN to assess the financial impact of the internal operations of country-code top-level domains within a country.

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

      ICANN does not believe this request poses any notable risks to security, stability, or resiliency. This is an Organizational Administrative Function not requiring public comment.

      Is this decision in the public interest and within ICANN's mission?

      The oversight and performance of the IANA functions is directly within ICANN's mission and serves the public interest.

    1. Update on Independent Review Process re: Application of .GCC

      The Chair of the Board Accountability Mechanisms Committee (BAMC) introduced the agenda item.  She stated that ICANN organization has consulted with the Government Advisory Committee (GAC) regarding the rationale for the GAC consensus advice on the .GCC application. The GAC advised that the rationale for its Advice was that the applied-for string (GCC) is an exact match of the known acronym for an Intergovernmental Organization, the Gulf Cooperation Council and as such, warrants special protection to its name and acronym. The BAMC Chair also noted that ICANN org sought but was not granted a stay of the .GCC IRP but was not granted one. The BAMC has recommended that the Board ask the BAMC to review, consider, and evaluate the underlying basis for the GAC consensus advice that GCC not proceed, and to evaluate that explanation and relevant materials and provide the Board with recommendations regarding next steps.  She then read the resolved clause into the record.

      Following discussion, the Chair called for a vote and the Board took the following action:

      Whereas, GCCIX, W.L.L. (the applicant for .GCC) initiated an Independent Review Process (IRP) challenging the ICANN Board's acceptance of Governmental Advisory Committee (GAC) consensus advice that the .GCC application should not proceed (GAC Advice).

      Whereas, in light of certain prior IRP final declarations, the Board passed a resolution "authoriz[ing] the President and CEO, or his designee(s), to seek a stay of the .GCC IRP and open an informal dialogue with the GAC regarding the rationale for the GAC consensus advice on the .GCC application."

      Whereas, ICANN organization sought but was not granted a stay of the .GCC IRP; and ICANN org asked the GAC Chair to open the "informal dialogue."

      Whereas, the GAC Chair responded to ICANN org indicating that the GAC had reviewed "GAC discussions from 2013" and that the rationale for the GAC Advice was as follows (and as expressed in the GAC Early Warning): (i) "The applied-for string (GCC) is an exact match of the known acronym for an Intergovernmental Organization (IGO), the Gulf Cooperation Council and as such, warrants special protection to its name and acronym."; and (ii) "The application clearly targeted the GCC community without any support from the GCC, its six members or its community."

      Whereas, the Board Accountability Mechanisms Committee (BAMC) reviewed and considered the GAC's January 2022 response, as well as other relevant materials. As a result, the BAMC has recommended that the Board: (a) ask the BAMC to review, consider, and evaluate the underlying basis for the GAC consensus advice that the .GCC application should not proceed, the Board's acceptance of that advice, and relevant related materials; and (b) ask the BAMC to provide the Board with recommendations regarding next steps.

      Resolved (2022.06.12.18), the Board hereby: (a) asks the BAMC to review, consider, and evaluate the underlying basis for the GAC consensus advice that the .GCC application should not proceed, the Board's acceptance of that advice, and relevant related materials; and (b) asks the BAMC to provide the Board with recommendations regarding next steps.

      All members of the Board present voted in favor of Resolution 2022.06.12.18. The Resolution carried.

      Rationale for Resolution 2022.06.12.18

      After careful review of the underlying facts, prior applicable Independent Review Process (IRP) final declarations, information from the Governmental Advisory Committee (GAC), and the Board Accountability Mechanisms Committee's (BAMC) recommendation, the Board has concluded that it would be both beneficial and advisable to conduct further evaluation of the GAC consensus advice that the .GCC application should not proceed and the Board's acceptance of that advice. The Board, therefore: (a) asks the BAMC to review, consider, and evaluate the underlying basis for the GAC consensus advice that the .GCC application should not proceed, the Board's acceptance of that advice, and relevant related materials; and (b) asks the BAMC to provide the Board with recommendations regarding next steps.

      Background Information

      Extensive background information regarding GCCIX, W.L.L.'s .GCC application, the objections to the .GCC application, the GAC consensus advice that the .GCC application should not proceed, the prior applicable IRP final declarations, and the current IRP (.GCC IRP) initiated by GCCIX (Claimant) can be found in the Rationale and supporting Board materials for Board Resolution 2021.09.12.08.

      Since the Board's 12 September 2021 Resolution "authoriz[ing] the President and CEO, or his designee(s), to seek a stay of the .GCC IRP and open an informal dialogue with the GAC regarding the rationale for the GAC consensus advice on the .GCC application," ICANN org has made efforts to seek a stay of the .GCC IRP and has engaged in an informal dialogue with the GAC regarding the GAC's consensus advice in 2013 that the .GCC application should not proceed (GAC Advice).

      ICANN org sent a letter to the GAC Chair on 9 November 2021 to open the informal dialogue, seek input from the GAC regarding how it would like to engage with ICANN org in this dialogue, and ask whether the GAC would like to receive any additional information from ICANN org on the topic. As an initial response, the GAC requested that ICANN org provide some factual background to the GAC on the matter, which ICANN org did on 14 December 2021. The GAC discussed the matter on 14 December 2021 and on 20 January 2022. On 25 January 2022, the GAC Chair sent a letter to ICANN org indicating that the GAC had reviewed "GAC discussions from 2013" and that the rationale for the GAC Advice was as follows (and as expressed in the GAC Early Warning): (i) "The applied-for string (GCC) is an exact match of the known acronym for an Intergovernmental Organization (IGO), the Gulf Cooperation Council and as such, warrants special protection to its name and acronym."; and (ii) "The application clearly targeted the GCC community without any support from the GCC, its six members or its community."

      In furtherance of the Board directing ICANN org to seek a stay of the .GCC IRP pending conclusion of the GAC dialogue, ICANN org made several attempts to seek agreement from Claimant or an order from the IRP panelists in the .GCC IRP, but no stay of the IRP has been granted. Accordingly, the .GCC IRP is moving forward.

      ICANN has generally followed a practice of not taking any actions on applications that are the subject of a pending Accountability Mechanism out of deference to ICANN's Accountability Mechanisms. However, since there are certain similarities with the prior .AFRICA and .AMAZON IRPs as well as guidance provided in those IRP final declarations, the Board has determined that, under these circumstances, this is an opportunity to consider alternatives to that general practice. Accordingly, and pursuant to the Board's 12 September 2021 Resolution, the BAMC reviewed the GAC's response (resulting from the informal dialogue with ICANN org) and other relevant materials, including the guidance set forth in the two prior applicable IRP final declarations, in which those panels indicated that ICANN should have conducted an independent investigation to determine whether the "GAC advice [was] supported by well-founded public interests." The BAMC discussed potential next steps with regard to the GAC Advice and the .GCC application, and has recommended that the Board: (a) ask the BAMC to review, consider, and evaluate the underlying basis for the GAC consensus advice that the .GCC application should not proceed, the Board's acceptance of that advice, and relevant related materials; and (b) ask the BAMC to provide the Board with recommendations regarding next steps. The Board agrees with this approach.

      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. This accountability includes having a process in place by which a person or entity materially affected by an action of the ICANN Board or staff may request reconsideration of that action or inaction by the Board.

      This action should have no financial impact on ICANN that is not already provided for in the remaining New gTLD Program application fees from the 2012 round of new gTLDs. This action will not negatively impact the security, stability, and resiliency of the domain name system.

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

    The Chair then called the meeting to a close.

Published on 21 June 2022


1 Reference ASO MOU with ICANN (2019), item 9.

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."