Secretary's Notice | Secretary's Notice of Executive Committee of the ICANN Board Action Without a Meeting
EFFECTIVE DATE: 17 AUGUST 2017
THE EXECUTIVE COMMITTEE OF THE ICANN BOARD PASSED THE FOLLOWING RESOLUTION EFFECTIVE 17 AUGUST 2017 BY UNANIMOUS CONSENT, WITHOUT A MEETING, PURSUANT TO THE ICANN BYLAWS AT:
Section 7.19. ACTION WITHOUT MEETING
Any action required or permitted to be taken by the Board or a Committee of the Board may be taken without a meeting if all of the Directors entitled to vote thereat shall individually or collectively consent in writing to such action. Such written consent shall have the same force and effect as the unanimous vote of such Directors. Such written consent or consents shall be filed with the minutes of the proceedings of the Board.
EXECUTIVE COMMITTEE AUTHORITY TO PASS RESOLUTION GRANTED, PURSUANT TO EXECUTIVE COMMITTEE CHARTER:
Section II. Scope of Responsibilities
To the extent permitted by law, the Committee shall exercise all the powers of the Board during the interval periods between regular Board meetings when the Board is unavailable or unable to meet (https://www.icann.org/resources/pages/charter-89-2012-02-25-en.
ALL VOTING MEMBERS RESPONDED AND CONSENTED TO THE FOLLOWING RESOLUTION BY ELECTRONIC MEANS:
Board Governance Committee designation to temporarily serve as the Board Accountability Mechanisms Committee
Whereas, the Board initiated Fundamental Bylaws amendments in February 2017 to move the Reconsideration responsibilities currently performed by the Board Governance Committee to a proposed new committee of the Board called the Board Accountability Mechanisms Committee.
Whereas ICANN's Empowered Community has just concluded the process of considering the proposed Fundamental Bylaws amendments as approved by the Board.
Whereas, the amended Bylaws took effect as of 22 July 2017.
Whereas, the Board, through the Board Governance Committee, is currently working on a full Board committee slating exercise to conclude with new committee appointments at the ICANN Board's Annual Meeting on 3 November 2017, including the new Board Accountability Mechanisms Committee identified in the Fundamental Bylaws changes. The Board Governance Committee is also identifying a plan to reduce impact on any reconsideration requestors with requests pending at the time of the transfer of the Reconsideration responsibilities from the Board Governance Committee to the Board Accountability Mechanisms Committee.
Resolved (2017.08.17.01), for the period of time from 22 July 2017 through 3 November 2017, the Board Governance Committee is designated to serve as the Board Accountability Mechanisms Committee for purposes of meeting Section 4.2 of the ICANN Bylaws and considering Reconsideration Requests.
Resolved (2017.08.17.02), the Board Governance Committee is directed to make all necessary recommendations to the Board in order to complete the chartering, transition proposal, and composition of the stand-alone Board Accountability Mechanisms Committee no later than 3 November 2017.
Resolved (2017.08.17.03), the Board thanks all parts of the Empowered Community for their participation in this first Fundamental Bylaws approval process.
Rationale for Resolutions 2017.08.17.01 – 2017.08.17.03
In support of the Board and the ICANN Community's work in considering the Fundamental Bylaws change regarding the Reconsideration process, the Board did not want to pre-suppose the outcome of the Empowered Community Process, while still assuring the availability of the Board to fully consider Reconsideration Requests under Section 4.2 of the ICANN Bylaws. This decision serves the public interest in that it will assure the smoothest transition between the committees responsible for performing a key accountability related function for ICANN.
For the Fundamental Bylaws amendments moving the Board Governance Committee's (BGC) current Reconsideration responsibilities to a new Board Accountability Mechanisms Committee (BAMC), the Board has already committed that any such move should have minimal impact on any pending Reconsideration requests. Considering the timing of when the Board does its full committee slating work, which will culminate in Committee selections decided on 3 November 2017, the Board considers that it is more beneficial to fully comprise the BAMC, and reform the BGC, as part of that full slating effort. If a BAMC were put into place today, such an effort would still require a full consideration of Board member skills and availability across all Board committees, in order to identify the proper membership balance. Further, the BAMC would then be re-comprised – along with all other Board committees - in November after the incoming Board members are seated. Given the import of the role of the (anticipated) BAMC, it is not optimal to individually seat this committee, and reform the BGC, for a limited initial three-month period only to then have to change membership again in November. As a result, having the BGC members serving as the BAMC members during the completion of the organizational work provides the most continuity for the ICANN community and reconsideration requestors.
The BGC is expected to make recommendations to the Board on all the organizational work that needs to take place to make the BAMC fully operational as of 3 November 2017, immediately following the Annual Meeting during ICANN60.
This action is not anticipated to have any fiscal impact, nor is it expected to have any impact on the security, stability or resiliency of the domain name system.
This is an Organizational Administrative Function for which public comment is not required. Public comments were received on the underlying Fundamental Bylaws amendments.
Published on 18 August 2017