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Board Governance Committee (BGC) Minutes 20 September 2010

BGC Attendees: Dennis Jennings – chair; Rita Rodin Johnston, Ram Mohan, and Raymond Plzak

Other Board Member Attendees: Rod Beckstrom

Staff Attendees: John Jeffrey – General Counsel; Samantha Eisner, Diane Schroeder, and Amy Stathos


The following is a summary of discussion, actions taken and actions identified:

  1. Consent Agenda: The BGC briefly discussed the proposed consent agenda and all voting members in attendance approved the consent agenda items.  The consent agenda approvals include:

    • Minutes: Approval of minutes from the two prior meetings of the BGC;

    • Workplan: Approval of the updated BGC workplan;

    • Board Chair and Vice-Chair Position Descriptions: Approval of the Board Chair Position description

    • Revised Audit Committee Charter: Recommendation of Board approval of the revised Audit Committee Charter

  2. Staff updates: The BGC received updates from staff on the status of completion of committee self-evaluations and ideas for reaching completion; the status of completion of the Board’s self evaluation and technical difficulties in the process; the forwarding of the Executive Committee Charter to the Board Executive Committee for review; and Board training, including the plan to identify Board member skills and create both introductory and advanced skills trainings.

  3. Reconsideration Request 10-2: The BGC discussed Reconsideration Request 10-2 (“Request”) to determine if the BGC would proceed with consideration of the Request or decline to do so. A majority of the voting members of the BGC supported proceeding with consideration of the Request, and asking for additional information from interested parties. The BGC’s determination to proceed to consider the Request, also includes a request to Employ Media, the operator of the .JOBS sTLD, to voluntarily stay implementation of actions under the amendment approved by the Board on 5 August 2010 pending the outcome of the reconsideration process. The BGC also discussed the timing of implementation of actions called for in Board resolutions involving execution of contracts and contract amendments while an accountability mechanism can be exercised.

    • Actions:

      • Staff to provide the BGC with a timeline for consideration of the Request and proposed process pursuant to the ICANN Bylaws.

      • Staff to produce paper regarding issues arising from ICANN not entering into or amending Registry agreements when time remains for a community member to submit a request for reconsideration of that Board decision.

  4. Nominating Committee (NomCom) Chair selection: Received update on the call for expressions of interest for NomCom chair and discussed candidates.  Unanimously approved of recommending Board approval of candidate.

    • Action:

      • Staff to present BGC recommendation to the Board for approval.

  5. Board Committee Slating: Discussed planning for development of recommendations of Board Committee members slating.

    • Action:

      • Staff to update slating questionnaire and circulate to Board members upon updating.

  6. Board Conflicts of Interest (COI) Statements: Discussed the potential for creation of a more formal process through which to obtain Board member COI statements, including the potential for Board members to review prior year statements and provide updates as relevant. Also discussed potential identification of sanctions for non-submission.

    • Action:

      • Staff to provide BGC with information about potential means for securing timely compliance with the need to submit COI statements, including potential remedies for the Board or the BGC to undertake.

      • Staff to consider methods of automating the submission of COI statements.

  7. Board member term end dates: The BGC discussed staff proposals completed at BGC direction to implement the Board Review Working Group (BRWG) recommendation that the Supporting Organization-selected Board members should take their seats at the mid-year International Public meeting of ICANN.  The BGC discussed the need for a longer period of notice to the Board of new appointees to allow time for Committee slating, as well as the need for the Board Secretary to provide timely notice to the organizations making selections to the ICANN Board of the date by which the selections are needed.  All voting members of the BGC present for the discussion approved recommending to the Board that the proposed Bylaws amendments to effectuate this change be posted for public comment. The BGC noted the import of providing notice, likely in the form of a letter from the Board, to the Supporting Organizations and Advisory Committee affected by the proposed changes so that they can provide input into the process.

    • Actions:

      • Staff to revise proposed Bylaws amendments to accommodate BGC comments.

      • Staff to present BGC recommendation to the Board for approval.

      • Board Secretary to identify and set as practice the process of providing notice to the organizations selecting ICANN directors of the date by which such selection must be communicated to the Secretary.

  8. Delegation of Work from Board Committees to Staff: The BGC discussed the proposed work flow and identified edits needed to the process, including the need to have work channeled through the Committee Chairs, whether that is through formal action or clear instruction at a meeting, or at least, if through individual committee members the communications must include copies to Committee Chairs.

    • Actions:

      • Staff to revise the document to accommodate BGC comments.