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Approved Board Resolutions | Special Meeting of the ICANN Board

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  1. Main Agenda:
    1. Approval of New ICANN Bylaws for IANA Stewardship Transition
    2. Posting of Draft Restated ICANN Articles of Incorporation for Public Comment resulting from IANA Stewardship Transition
    3. Service Level Agreement (SLA) with RIRs for the IANA Numbering Services
    4. IETF MoU Supplemental Agreement
    5. AOB - Reconfirming Board resolution on .HOTEL and .ECO IRP Declaration

 

  1. Main Agenda:

    1. Approval of New ICANN Bylaws for IANA Stewardship Transition

      Whereas, on 14 March 2014, the National Telecommunications and Information Administration (NTIA) of the United States Department of Commerce announced its intention to transition the stewardship of the IANA Functions to the global multistakeholder community.

      Whereas, on 10 March 2016, Internet Corporation for Assigned Names and Numbers (ICANN) accepted and transmitted to the NTIA the following transition documents: (i) the IANA Stewardship Transition Coordination Group's IANA Stewardship Transition Proposal, and (ii) the Cross Community Working Group on Enhancing ICANN Accountability's Work Stream 1 Report (collectively, the "Transition Proposals").

      Whereas, ICANN lawyers and the independent law firms hired to assist the community in the development of the Transition Proposals, worked diligently to create a new set of Bylaws setting out the various proposed changes to ICANN's current bylaws to give effect to the Transition Proposals. Their work was supported by a Bylaws Coordination Group, formed at the ICANN55 Meeting in Marrakech and comprised of community members from the various groups that contributed to the Transition Proposals.

      Whereas, the draft Bylaws were posted for public comment on 21 April 2016 for a period of 30 days. Upon the close of the comments, a detailed analysis of the comments was performed and modifications were made to the Bylaws in response to the public comments. ICANN coordinated with the independent law firms on the revisions.

      Whereas, ICANN's General Counsel has affirmed that the proposed New ICANN Bylaws remain consistent with the Transition Proposals and recommends that they be adopted to allow for implementation planning to continue.

      Whereas, the revisions to the Bylaws were shared with the Bylaws Coordination Group that was empowered to advise the legal drafting teams in advance of consideration by the Board. The Board then considered the inputs and reactions of the Bylaws Coordination Group as well as the public comment summary and analysis.

      Resolved (2016.05.27.01), the ICANN Board adopts the New ICANN Bylaws as revised on 26 May 2016 [PDF, 1.41 MB].

      Resolved (2016.05.27.02), the New ICANN Bylaws will be deemed effective upon the expiration the IANA Functions Contract between ICANN and NTIA. The Board reaffirms its Resolution 2016.03.10.18, stating, "The Board is committed to working with the community to identify the portions of the CCWG-Accountability recommendations that can be implemented in the event that it is determined that ICANN's obligations to perform the IANA Functions will remain under contract with NTIA."

      Resolved (2016.05.27.03), the President and CEO, or his designee, is directed to plan for the implementation of the Bylaws so that ICANN is operationally ready to meet its obligations in the event NTIA approves of the IANA Stewardship Transition Proposal and the IANA Functions Contract expires.

      Resolved (2016.05.27.04), the Board approves of the transmittal of confirmation to NTIA of the adoption of these Bylaws.

      Rationale for Resolutions 2016.05.27.01 – 2016.05.27.04

      The adoption of the New Bylaws is a crucial step in the planning for the implementation of the Transition Proposals. NTIA has stated that it needs to see that changes to the Bylaws have been adopted sufficient to implement the Transition Proposals before NTIA can complete its review of the Transition Proposals. This timely adoption of the Bylaws is necessary to support the global multistakeholder community's work towards a successful transition of the stewardship of the IANA functions.

      These New Bylaws are the product of intensive work of the legal teams in coordination with the ICANN community. The community work was supported through the Bylaws Coordination Group as well as the CWG-Stewardship and the Cross-Community Working Group on Enhancing ICANN Accountability. The Bylaws were posted for a 30-day public comment period, and 31 comments were received. Each of the comments was considered and analyzed, and explanation was provided on whether the Bylaws required modification to reflect the issues raised within the comment. The legal teams continued their close coordination in developing the necessary updates to the Bylaws.

      Notably, while there was substantial comment on the Bylaws, there was not need for significant redrafting of any provisions in response to comments. While edits were made to achieve the final Bylaws, there was near unanimous agreement among the commenters that the Bylaws as posted were faithful representations of the Transition Proposals. Only minor clarifications were required to maintain consistency with those Proposals.

      In taking this action, the Board relied upon:

      The Board also relied upon the General Counsel and Secretary's affirmation that the Bylaws reflected the Transition Proposals, as well as the statements of independent counsel during the Bylaws Coordination Group meeting that the modifications to the Bylaws continued to support the Transition Proposals.

      The adoption of these Bylaws is in line with ICANN's commitment to accountability and transparency. First, the Bylaws include new and enhanced tools for the community to hold ICANN accountable. This action confirms ICANN's commitment to adopt these changes. Second, adoption of the Bylaws at this time confirms ICANN's commitment to supporting the Transition Proposals, as it is responsive to NTIA's need for documentation of ICANN's commitment to the accountability changes called for in the Transition Proposals.

      The adoption of these New Bylaws changes is not anticipated to have any impact on the security, stability or resiliency of the DNS. There will be resource implications, including significant resources to plan for the implementation of the new structures and mechanisms called for in the Bylaws. It is also anticipated that there could be significant resource implications once the new Bylaws are made effective, for example in the potential costs of the enhanced Independent Review Process or other mechanisms.

      This is an Organizational Administrative Function for which public comments were received.

    2. Posting of Draft Restated ICANN Articles of Incorporation for Public Comment resulting from IANA Stewardship Transition

      Whereas, on 14 March 2014, the National Telecommunications and Information Administration (NTIA) of the United States Department of Commerce announced its intention to transition the stewardship of the IANA Functions to the global multistakeholder community.

      Whereas, on 10 March 2016, Internet Corporation for Assigned Names and Numbers (ICANN) accepted and transmitted to the NTIA the following transition documents: (i) the IANA Stewardship Transition Coordination Group's IANA Stewardship Transition Proposal, and (ii) the Cross Community Working Group on Enhancing ICANN Accountability's Work Stream 1 Report (collectively, the "Transition Proposals").

      Whereas, in addition to requiring changes to the Bylaws, the Transition Proposals also require ICANN's Articles of Incorporation to be modified. ICANN's lawyers, together with the independent law firms hired to assist the community in the development of the Transition Proposals, developed a draft Restated Articles of Incorporation that is agreed to be consistent with those Proposals.

      Resolved (2015.05.27.05), the ICANN Board approves the posting of the draft Restated Articles of Incorporation for public comment on the ICANN website as soon as reasonably practicable.

      Rationale for Resolution 2016.05.27.05

      The posting for public comment of these proposed Restated Articles of Incorporation is another required step towards planning for the implementation of the Transition Proposals. These Restated Articles must be adopted prior to any transition of the stewardship of the IANA Functions.

      The proposed Restated Articles were developed through a cooperative effort among the ICANN legal team and the CCWG-Accountability and CWG-Stewardship selected independent counsel. The goal was to develop Restated Articles that are consistent with the proposal and implement the required enhancements.

      The posting of these Restated Articles for public comment is in line with ICANN's commitment to accountability and transparency. All public comments will be evaluated and presented to the Board for consideration and decision. There are no fiscal impacts in submitting this document for public comment. The posting of these proposed Restated Articles changes is not anticipated to have any impact on the security, stability or resiliency of the DNS.

      This is an Organizational Administrative Function for which public comment is not required.

    3. Service Level Agreement (SLA) with RIRs for the IANA Numbering Services

      Whereas, on 10 March 2016, the Board approved a package of proposals to transition NTIA's stewardship of the IANA function to the global multistakeholder community (the "Proposal").

      Whereas, the Proposal contains a requirement for a Service Level Agreement (SLA) between ICANN and the five Regional Internet Registries (RIRs) for the performance of the numbering services.

      Whereas, the Proposal contains eleven principles for the IANA Service Level Agreement.

      Whereas, the RIRs drafted the proposed SLA in accordance with the IANA Service Level Agreement principles in the Proposal following an open and transparent process, including public comment period of each version via the ianaxfer mailing list <https://www.nro.net/pipermail/ianaxfer>. The RIRs also had discussions and meetings with ICANN during the drafting process, and ICANN submitted written comments on various versions of the proposed SLA to the ianaxfer mailing list.

      Resolved (2016.05.27.06), the President and CEO, or his designee(s), is authorized to take such actions as appropriate to finalize and execute the Service Level Agreement with the Regional Internet Registries for the IANA Numbering Services as contemplated by the Proposal.

      Rationale for Resolution 2016.05.27.06

      Today, the Board is taking action to approve the Service Level Agreement (SLA) between ICANN and the Regional Internet Registries (RIRs) for the IANA Numbering Services. This action follows-on from the Board's 10 March 2016 resolution, where the Board approved a package of proposals developed by the global Internet community to transition NTIA's stewardship of the IANA functions to the global multistakeholder community (the "Proposal"). One of the requirements in the Proposal is the creation of an SLA between ICANN and the RIRs. The Proposal contains eleven principles for this SLA. The SLA is the contractual agreement between ICANN and the RIRs for the delivery of the numbering services. As such, it contains performance expectations, and specifies escalation paths and dispute resolution mechanisms in the event of non-performance.

      The terms of the SLA automatically renews every 5 years, unless either ICANN or the RIRs elects to not renew for any reason (with or without cause) by providing 12 months notice prior to the expiration of the then-current term. In the event of non-renewal or termination, the RIRs have sole discretion in selecting a successor operator.

      The SLA allows for ICANN to sub-contract the performance of the numbering services with consent from the RIRs. It also contains condition precedent language, which is a provision that says the SLA will not become effective unless and until the transition happens. This will allow ICANN to continue to fulfill its obligation under the current IANA function contract with NTIA until the transition happens.

      The RIRs initiated a process to draft the proposed SLA in accordance with the IANA Service Level Agreement principles in the Proposal, which went through multiple rounds of public comment via the RIR's ianaxfer mailing list. There were six versions of the proposed SLA, and each went through a public comment process. The RIRs considered and addressed the comments in each version as appropriate. ICANN contributed comments to the ianaxfer mailing list and also had informational discussions with the RIRs.

      As part of its deliberations, the Board reviewed various materials, including, but not limited to, the following materials and documents:

      The Board's approval of the proposed SLA will have positive impact on the community as it fulfills one of the requirements from the Proposal endorsed by the global stakeholder community and approved by the Board on 10 March 2016. Additionally, approval of the SLA will help ensure that ICANN meets the expectations of the number community for the continued performance of the numbering services in accordance with the service level needs of the numbering community.

      The proposed SLA, in its section 5, indicates that a portion equivalent to US$650,000 of the contribution made by the RIRs to ICANN contemplated in the exchange of letters between ICANN and the NRO (2007 and 2009) is to reimburse ICANN for the costs of operating the IANA numbering services. Consequently, this portion of US$650,000 constitutes a donor-restricted contribution to ICANN, which ICANN will need to ensure is adequately identified in its financial statements, and correctly applied to the funding of the PTI for the IANA numbering services.

      There are no expected security, stability, or resiliency issues related to the DNS associated with the Board's approval of the SLA.

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

    4. IETF MoU Supplemental Agreement

      Whereas, on 10 March 2016, the Board approved a package of proposals to transition NTIA's stewardship of the IANA function to the global multistakeholder community (the "Proposal").

      Whereas, the Proposal calls for ICANN to maintain its existing Memorandum of Understanding (MoU) with the Internet Engineering Task Force (IETF) for the performance of the protocol parameters functions, which has been in place since 2000. Each year a service level agreement is negotiated that supplements the MoU (the "MoU Supplemental Agreement").

      Whereas, ICANN and the IETF have agreed to a final MoU Supplemental Agreement for 2016.

      Whereas, the 2016 IETF MoU Supplemental Agreement has been drafted in accordance with the IETF guidelines for contracted services.

      Resolved (2016.05.27.07), the President and CEO, or his designee(s), is authorized to take such actions as appropriate to finalize and execute the 2016 IETF MoU Supplemental Agreement with the IETF for the protocol parameters registries function as contemplated by the Proposal.

      Rationale for Resolution 2016.05.27.07

      Today, the Board is taking action to approve the 2016 IETF MoU Supplemental Agreement between ICANN and the IETF for the performance of the protocol parameters function. This action follows-on from the Board's 10 March 2016 resolution, where the Board approved a package of proposals developed by the global Internet community to transition NTIA's stewardship of the IANA functions to the global multistakeholder community (the "Proposal").

      A memorandum of understanding (MoU) between ICANN and the IETF community has been in place since 2000. Each year a service level agreement is negotiated that supplements the MoU. One of the requirements in the Proposal is the completion of an IETF MoU Supplemental Agreement between ICANN and the IETF. The parties have completed negotiations for the 2016 IETF MoU Supplemental Agreement, which the Board is approving at this time.

      The 2016 IETF MoU Supplemental Agreement contains service level agreements for the performance of the protocol parameters registries function agreed to by ICANN and the IETF. The MoU Supplemental Agreement was drafted in accordance with the IETF guidelines for contracted services. Sub-contracting of the performance of the protocol parameters registries function is not prohibited by the MoU Supplemental Agreement, and the IETF has indicated that it has no objection to ICANN subcontracting the performance of the protocol parameters registries function <https://comments.ianacg.org/pdf/submission/submission72.pdf> [PDF, 332 KB]. The effective date of the MoU Supplemental Agreement takes into account the transition timeline and states that it will be effective as of 1 October 2016 unless the IANA Agreement between NTIA and ICANN has not ended or terminated, and then it will become effective at that time, so long as such event occurs within three (3) months of that date.

      As part of its deliberations, the Board reviewed various materials, including, but not limited to, the following materials and documents:

      The Board's approval of the proposed 2016 IETF MoU Supplemental Agreement will have positive impact on the community as it fulfills one of the requirements from the Proposal endorsed by the global stakeholder community and approved by the Board on 10 March 2016. Additionally, approval of the 2016 IETF MoU Supplemental Agreement will help ensure that ICANN meets the expectations of the Protocol Parameters Registries Community for the continued performance of the protocol parameters registries function in accordance with the service level needs of the Protocol Parameters Registries Community.

      There are no expected security, stability, or resiliency issues related to the DNS associated with the Board's approval of the SLA.

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

    5. AOB - Reconfirming Board resolution on .HOTEL and .ECO IRP Declaration

      Whereas, at its meeting on 10 March 2016, the Board passed the following resolution https://www.icann.org/resources/board-material/resolutions-2016-03-10-en#2.a, adopting findings found in the Final Declaration [PDF, 2.15 MB] issued on 12 February 2016, in the consolidated Independent Review Process (IRP) proceedings relating to .HOTEL and .ECO. The resolutions of that meeting have been confirmed as approved by the Secretary, as posted on the ICANN website.

      Whereas, members of the Board raised some concerns about the speed at which the resolution was passed, and wanted to ensure that the record on the Board's vote, and any voting statement that Board members would like to include, were clear and fully transparent.

      Resolved (2016.05.27.08), the Board hereby reaffirms the following resolution it passed on 10 March 2016: https://www.icann.org/resources/board-material/resolutions-2016-03-10-en#2.a.

      Rationale for Resolution 2016.05.27.08

      ICANN is committed to ensuring that the record on Board decisions are clear and fully reflect Board members' views. The Board does note that the Secretary considers the resolution found at https://www.icann.org/resources/board-material/resolutions-2016-03-10-en#2.a to have been properly passed at the time of the Board's public meeting on 10 March 2016. However, in light of the questions raised by one Board member, and in acting with an abundance of caution and transparency, we are reaffirming that resolution to ensure that the issue that was fully considered and properly voted on, and that Board members' views are fully set forth on the record.

      Reaffirming the Board's prior resolution will have no financial impact on the organization and no direct impact on the security, stability or resiliency of the domain name system.

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

Published on 27 May 2016

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."