Minutes | Board of Directors Meeting | Singapore 20 June 2011

A transcript of the meeting is posted at http://singapore41.icann.org/meetings/singapore2011/transcript-board-new-gtlds-20jun11-en.txt [TXT, 77 KB].

A Regular Meeting of the ICANN Board of Directors was held on 20 June 2011 in Singapore at 11:00 am local time.

Chairman Peter Dengate Thrush promptly called the meeting to order.

In addition to Chairman Peter Dengate Thrush the following Directors participated in the meeting: Rod Beckstrom (President and CEO), Steve Crocker (Vice Chairman), Sébastien Bachollet, Cherine Chalaby, Bertrand de la Chapelle, Rita Rodin Johnston, Erika Mann, Gonzalo Navarro, Raymond A. Plzak, R. Ramaraj, George Sadowsky, Mike Silber, Bruce Tonkin, Katim Touray, and Kuo-Wei Wu.

The following Board Liaisons participated in all or part of the meeting: Heather Dryden, GAC Liaison; Ram Mohan, SSAC Liaison; Thomas Narten, IETF Liaison; Reinhard Scholl, TLG Liaison; and Suzanne Woolf, RSSAC Liaison.

1. Approval of the New gTLD Program

The Chair of the Board introduced the meeting and confirmed that the timing of the meeting was set by resolution at the Board's meeting during the Silicon Valley/San Francisco meeting.

The Chair then thanked the staff for its extraordinary effort in making sure the Board was prepared for this meeting, the GAC for participating diligently and thoroughly in the meetings regarding the new gTLD program, and the Board for the effort in preparing, receiving and digesting information on the program.

The Chair noted that in addition to the public meetings in Brussels and San Francisco, the Board had weekly calls, with the GAC Chair participating in most of the meetings. There have been conversations with the GAC topic leads, and the entire effort has been exemplary.

Adhering to the Board's conflict of interest policy, the Chair then polled the Board, requesting a declaration of whether a conflict exists and whether the Board member intends to vote.

The Chair, the CEO, Cherine Chalaby, Bertrand de La Chapelle, Katim Touray, George Sadowsky, Sébastien Bachollet, Gonzalo Navarro, Rita Rodin Johnston, R. Ramaraj, Steve Crocker, Mike Silber, Erika Mann, Ray Plzak and Kuo Wei Wu each declared that they have no conflict and intend to vote.

Bruce Tonkin declared that he would abstain from voting. Bruce clarified that though he's been working hard to find solutions within the new gTLD program, he has not participated in Board discussions on topics such as vertical integration. Bruce noted that the actual decision to launch the program and the date of launch would have an impact on his employer, Melbourne I.T., an ICANN accredited registrar as well as a ccTLD accredited registrar, that also provides a range of services to corporations considering applying for new gTLDs.

The Chair noted that the Liaisons to the Board have also followed the conflicts of interest process during Board discussion and deliberation. As the Liaisons are non-voting, they were not polled during the meeting.

Rita Rodin Johnston then moved the following resolution and read it into the record:

Whereas, on 28 November 2005, the GNSO Council voted unanimously to initiate a policy development process on the introduction of new gTLDs.

Whereas, the GNSO Committee on the Introduction of New gTLDs addressed a range of difficult technical, operational, legal, economic, and policy questions, and facilitated widespread participation and public comment throughout the policy development process.

Whereas, on 6 September 2007, the GNSO Council approved by a supermajority vote a motion supporting the 19 recommendations, as a whole, as set out in the Final Report of the ICANN Generic Names Supporting Organisation on the Introduction of New Generic Top-Level Domains going forward to the ICANN Board <http://gnso.icann.org/issues/new-gtlds/pdp-dec05-fr-parta-08aug07.htm>.

Whereas, the Board instructed staff to review the GNSO recommendations and determine whether they were capable of implementation, and staff engaged international technical, operational and legal expertise to support the implementation of the policy recommendations and developed implementation plans for the GNSO's policy recommendations.

Whereas, on 26 June 2008, the Board adopted the GNSO policy recommendations for the introduction of new gTLDs and directed staff to further develop and complete its detailed implementation plan, continue communication with the community on such work, and provide the Board with a final version of the implementation proposals for the board and community to approve before the launching the new gTLD application process <http://www.icann.org/en/minutes/resolutions-26jun08.htm#_Toc76113171>.

Whereas, staff has made implementation details publicly available in the form of drafts of the gTLD Applicant Guidebook and supporting materials for public discussion and comment.

Whereas, the first draft of the Applicant Guidebook was published on 23 October 2008 <http://www.icann.org/en/topics/new-gtlds/comments-en.htm>, and the Guidebook has undergone continued substantial revisions based on stakeholder input on multiple drafts.

Whereas, the Board has conducted intensive consultations with the Governmental Advisory Committee (including in Brussels in February 2011, in San Francisco in March 2011, by telephone in May 2011, and in Singapore on 19 June 2011), resulting in substantial agreement on a wide range of issues noted by the GAC, and the Board has directed revisions to the Applicant Guidebook to reflect such agreement.

Whereas, ICANN received letters from the United States Department of Commerce and the European Commission addressing the issue of registry-registrar cross-ownership, and the Board considered the concerns expressed therein. The Board agrees that the potential abuse of significant market power is a serious concern, and discussions with competition authorities will continue.

Whereas, ICANN has consulted with the GAC to find mutually acceptable solutions on areas where the implementation of policy is not consistent with GAC advice, and where necessary has identified its reasons for not incorporating the advice in particular areas, as required by the Bylaws; see <http://www.icann.org/en/minutes/rationale-gac-response-new-gtld-final-20jun11-en.pdf> [PDF, 84 KB].

Whereas, the ICANN community has dedicated countless hours to the review and consideration of numerous implementation issues, by the submission of public comments, participation in working groups, and other consultations.

Whereas, the Board has listened to the input that has been provided by the community, including the supporting organizations and advisory committees, throughout the implementation process.

Whereas, careful analysis of the obligations under the Affirmation of Commitments and the steps taken throughout the implementation process indicates that ICANN has fulfilled the commitments detailed in the Affirmation <http://www.icann.org/en/documents/affirmation-of-commitments-30sep09-en.htm>.

Whereas, the Applicant Guidebook posted on 30 May 2011 <http://www.icann.org/en/topics/new-gtlds/comments-7-en.htm> includes updates resulting from public comment and from recent GAC advice.

Whereas, the draft New gTLDs Communications Plan <http://www.icann.org/en/topics/new-gtlds/new-gtlds-communications-plan-30may11-en.pdf> [PDF, 486 KB] forms the basis of the global outreach and education activities that will be conducted leading up to and during the execution of the program in each of the ICANN geographic regions.

Whereas, the Draft FY12 Operating Plan and Budget <http://www.icann.org/en/announcements/announcement-17may11-en.htm> includes a New gTLD Program Launch Scenario, and the Board is prepared to approve the expenditures included in Section 7 of the Draft FY12 Operating Plan and Budget.

Whereas, the Board considers an applicant support program important to ensuring an inclusive and diverse program, and will direct work to implement a model for providing support to potential applicants from developing countries.

Whereas, the Board's Risk Committee has reviewed a comprehensive risk assessment associated with implementing the New gTLD Program, has reviewed the defined strategies for mitigating the identified risks, and will review contingencies as the program moves toward launch. Whereas, the Board has reviewed the current status and plans for operational readiness and program management within ICANN.

Resolved (2011.06.20.01), the Board authorizes the President and CEO to implement the new gTLD program which includes the following elements:

1. the 30 May 2011 version of the Applicant Guidebook <http://www.icann.org/en/topics/new-gtlds/comments-7-en.htm>, subject to the revisions agreed to with the GAC on 19 June 2011, including: (a) deletion of text in Module 3 concerning GAC advice to remove references indicating that future Early Warnings or Advice must contain particular information or take specified forms; (b) incorporation of text concerning protection for specific requested Red Cross and IOC names for the top level only during the initial application round, until the GNSO and GAC develop policy advice based on the global public interest, and (c) modification of the "loser pays" provision in the URS to apply to complaints involving 15 (instead of 26) or more domain names with the same registrant; the Board authorizes staff to make further updates and changes to the Applicant Guidebook as necessary and appropriate, including as the possible result of new technical standards, reference documents, or policies that might be adopted during the course of the application process, and to prominently publish notice of such changes;

2. the Draft New gTLDs Communications Plan as posted at <http://www.icann.org/en/topics/new-gtlds/new-gtlds-communications-plan-30may11-en.pdf> [PDF, 486 KB], as may be revised and elaborated as necessary and appropriate;

3. operational readiness activities to enable the opening of the application process;

4. a program to ensure support for applicants from developing countries, with a form, structure and processes to be determined by the Board in consultation with stakeholders including: (a) consideration of the GAC recommendation for a fee waiver corresponding to 76 percent of the $185,000 USD evaluation fee, (b) consideration of recommendations of the ALAC and GNSO as chartering organizations of the Joint Applicant Support (JAS) Working Group, (c) designation of a budget of up to $2 million USD for seed funding, and creating opportunities for other parties to provide matching funds, and (d) the review of additional community feedback, advice from ALAC, and recommendations from the GNSO following their receipt of a Final Report from the JAS Working Group (requested in time to allow staff to develop an implementation plan for the Board's consideration at its October 2011 meeting in Dakar, Senegal), with the goal of having a sustainable applicant support system in place before the opening of the application window;

5. a process for handling requests for removal of cross-ownership restrictions on operators of existing gTLDs who want to participate in the new gTLD program, based on the "Process for Handling Requests for Removal of Cross-Ownership Restrictions for Existing gTLDs" <http://www.icann.org/en/announcements/announcement-02may11-en.htm>, as modified in response to comments <http://www.icann.org/en/tlds/process-cross-ownership-gtlds-en.htm> (a redline of the Process to the earlier proposal is provided at <http://www.icann.org/en/minutes/process-cross-ownership-restrictions-gtlds-20jun11-en.pdf> [PDF, 97 KB]); consideration of modification of existing agreements to allow cross-ownership with respect to the operation of existing gTLDs is deferred pending further discussions including with competition authorities;

6. the expenditures related to the New gTLD Program as detailed in section 7 of the Draft FY12 Operating Plan and Budget <http://www.icann.org/en/announcements/announcement-17may11-en.htm>; and

7. the timetable as set forth in the attached graphic <http://www.icann.org/en/minutes/timeline-new-gtld-program-20jun11.pdf> [PDF, 167 KB], elements of which include the New gTLD application window opening on 12 January 2012 and closing on 12 April 2012, with the New gTLD Communications Plan beginning immediately.

Ray Plzak seconded the resolution.

The Chair called for comment from Board members. The voting statements of the Directors are available at http://www.icann.org/en/minutes/director-voting-statements-20jun11-en.pdf [PDF, 142 KB].

The Chair then called for a vote on the Resolution, and polled the Directors:

Bruce Tonkin: Abstain

Kuo-Wei-Wu: In favor

Ray Plzak: In favor

Erika Mann: In favor

Mike Silber: Abstain

Steve Crocker: In favor

R. Ramaraj: In favor

Rita Rodin Johnston: In favor

Gonzalo Navarro: In favor

Sébastien Bachollet: In favor

George Sadowsky: Opposed

Katim Touray: In favor

Bertrand de La Chapelle: In favor

Cherine Chalaby: In favor

Rod Beckstrom: In favor

Peter Dengate Thrush: In favor

The Chair declared Resolution 2011.06.20.01 carried. Thirteen members of the Board approved Resolution 2011.06.20.01. One member opposed the Resolution and two Board members abstained from voting.

The Chair then noted the Board's appreciation for the work of the Governmental Advisory Committee, and the focus in asking for, receiving and discussing advice from the GAC. ICANN cannot survive without full support from the governments of the world, and the Board is grateful for all the mebers ot eh GAC for participating in and showing their support for the ICANN and its mutistakeholder model. There are aspects of GAC advice that the Board has elected not to follow, and that position is predicted in the Bylaws through the creation of the process for the consideration of GAC advice.

The Chair then moved the following resolutionand read it into the record:

Resolved (2011.06.20.02), the Board and the GAC have completed good faith consultations in a timely and efficient manner under the ICANN Bylaws, Article XI, Section 2.j. As the Board and the GAC were not able to reach a mutually acceptable solution on a few remaining issues, pursuant to ICANN Bylaws, Article XI, Section 2.k, the Board incorporates and adopts as set forth in the document describing the remaining areas of difference between ICANN's Board and the GAC <http://www.icann.org/en/minutes/rationale-gac-response-new-gtld-final-20jun11-en.pdf> [PDF, 84 KB] the reasons why the GAC advice was not followed. The Board's statement is without prejudice to the rights or obligations of GAC members with regard to public policy issues falling within their responsibilities.

Bertrand de La Chappelle seconded the resolution.

The Chair then called for a vote.

Fifteen members of the Board approved Resolution 2011.06.20.02. Bruce Tonkin abstained from voting. The Resolution carried.

Bruce Tonkin then noted the extent of work performed within the policy development process and within the community, including the GAC, in the implementation work. Bruce commented that he had the honor of chairing the GNSO policy development process that began in 2005, and that representatives from Internet Service Providers, business users, noncommercial users, intellectual property experts, registries, registrars, noncommercial users, and members of the At-Large Advisory Committee all participated. At the beginning of the processes, there was a great diversity of views, and by 2007, there was consensus on nearly all of the GNSO policy recommendations. Those recommendations have stood the test of time, and the Board has not changed those core policy recommendations. Bruce commended the group on their work in compromising and reaching a consensus position.

Bruce recognized the work of the GAC over the last six months, including meeting in Cartagena, Brussels, and San Francisco, as well as a teleconference while the Board was in Istanbul, and another meeting in Singapore. Those GAC members had to consult not only within the GAC, but also with colleagues in their home countries, to reach the positions. The work of the GAC has been immense.

Bruce noted that though there were a handful of Board members that appeared to be engaged during the public sessions, the truth is that the Board as a whole engaged in long consultation on every piece of advice from GAC – with at least 75 minutes of discussion among the Board on each line item. The Board did not take the GAC's advice lightly.

Finally, Bruce recognized the effort of ICANN staff, particularly for the support of the meetings and calls over the past six months, and the work that still remains ahead. Bruce requested that the community express their thanks to the staff, who are often caught between what appear to be warring parties. Bruce stated that the staff deserve tremendous respect and thanks for their work.

Bruce then moved and read the following resolution into the record:

Resolved (2011.06.20.03), the Board wishes to express its deep appreciation to the ICANN community, including the members of the GAC, for the extraordinary work it has invested in crafting the New gTLD Program in furtherance of ICANN's mission and core values, and counts on the community's ongoing support in executing and reviewing the program.

George Sadowsky seconded the resolution.

Sébastien Bachollet (speaking in Spanish) thanked the entire community for their work, and noted that its important to remain working on the implementation of the program.

Heather Dryden thanked those in the community and the Board that have played a leadership role in working with the GAC and understanding and revognizingthe significace of government concerns, as it really is necessary to find a way to hav ehte GAC workfing as part fo the community in deveooping community consensus and to generate results that reinforce the multistakholder model.

Heather noted that it is true that this is the end fo the beginning, and the GAC will certainly have a continued role to play regarding the operational or implementation aspects that remain. Heather confirmed that she looks forward to raiseing the decisions that have been made today within the GAC, and to continue the discussion with the Board and the community regarding the new gTLD program. Heather thanked all who played ia role in this process.

Bertrand de La Chappelle joined in the thanks being expressed, and provided an explanation reproduced in full here:

I want to take the opportunity at this end of this phase not only to associate myself to the thanks that are being expressed but also to explain what you and we collectively have done, which is basically a global public interest function, because you are ICANN as well. And this global public function is to find the better rules or the better modalities for allocating a common resource.

This common resource can be named in many different ways. I name it the semantic spectrum, whatever. It's about defining a policy for a common resource.

It's a very important function.

And the originality of this is this quasi regulatory role is exercisedby a community that is open, as Rod said in the beginning. If you think about it, it's an amazing exercise. And the very fact that it was able, of course, in three years, but even if you think about it, the level of detail that has been achieved, the level of debate that has been achieved in three years, the fact that it can be produced by a community where anybody can come and participate, is a testimonial not only to the value of ICANN as it is, but to the fact that the fundamental assumption that allowing the participation of everyone in governance processes is a fundamental positive and working assumption.

However, when you define the global public interest, there's nothing more difficult than going not only beyond the individual private interests but also articulating the global public interest with the national public interest that are represented in the GAC. And as you know, nobody is better placed than I am to understand the tension between the two.

I think in this case what this program and this phase in the program has done is test the mettle of our procedures, to basically make the equivalent of a stress test to see whether the resilience was there and whether we could overcome the bumps. And as a result, I think our procedures are better. The interaction between the GAC, in particular, and the board, but also between the GAC and the other parts of the community has been strengthened. As I said before, this is not a zero-sum game. Whenever one part of the structure is seeing its role strengthened, its engagement broadened, it makes for a stronger structure.

And so at that stage, I would like to make an analogy. There have been many analogies about this program. Mine is about the construction of an airport.

In 2008 we agreed on the master plan. Today we are basically finishing the facilities. I mean, we are cutting the ribbon and saying, okay, the facilities are there. We are going to invite companies, small planes, to apply for the right to take off to whatever destination.

And in this phase, there will be small planes, large planes, but we want to have rules that are both unified and simple to understand enough so that we don't have to -- and they are fair, but also that are flexible enough to allow for diversity.

In this new phase, the challenge for the board and the staff will change. It will not be more policy-making. This is a phase that is closed. It will be implementation. And as many have said, it's almost a bigger challenge to be up to par in that respect.

But what I would like to do in closing is to make a call to most of you and all of you. Most of you are going to, after this day, get into operational mode like we do, preparing your own applications, supporting other applications, preparing and ramping up your capacity.

I would love to ask you all to continue your engagement in this process. Not only to go on your own activities, but to keep engaged, because of two things. The first one is that we will need you to spread the word and to make this program known so that it reaches who it can benefit.

But the second thing is more subtle. And by the way, we need you also to continue to participate in whatever process will be needed to address the unavoidable, unplanned things that will emerge. There is no way this program can be implemented without things emerging that will need to be solved.

And so we will need you also to participate in whatever adaption may be needed so that they remain fully multistakeholder endorsed.

But in more subtle way, you have participated here not only to defend your own interests, which are legitimate, but also to participate collectively in a global public interest exercise.

Please keep it with you in everything you do, because it is a global responsibility and a common responsibility to make sure that this program is implemented, and that whatever flaws it may still contain, whatever loopholes it may still contain, are not exploited that will make it fail.

So you are with us in charge of making all those planes fly correctly and safely. Build nice planes so that there is no need for additional regulation. And my final word is a quote from somebody the people in the European Union know is called Jean Monnet, who is actually the originator of the idea of the European Union. And the quote is when an idea corresponds to the necessity of the time, it no longer belongs to those who invented it, and it becomes stronger than those who are in charge of implementing it.

Thank you.

Rita Rodin Johnston, agreeing with Bruce's expression of the time and scale of the Board discussion, thanked Heather for her remarks. Rita noted that it is important to integrate the GAC and governments around the world into these dialogues. Rita reflected that she was uncomfortable with some of the exchanges and dialogue between the Board and the GAC, and that she is hopefule that the Board, GAC and the community can continue to improve participation in a way that that respects the ideas and processes of the other groups.

The Chair then called for a vote.

All members of the Board voted in favor of Resolution 2011.06.20.03. The Resolution carried unanimously.

The CEO provided closing remarks:

On behalf of the organization and the staff, we thank the community and the board for your exceptional efforts over the past six years.

There have been many long days and nights of working. There was even a pajama party along the way, as some much you might recall, when some of us were in Nairobi and others were in D.C. dialing in remotely.

There have been many meetings in every region of the world, thousands of pages of e-mails, documents, drafts, revisions, submissions, and many, many opportunities for public input.

The process has been truly open, and a good model for accountability and transparency.

Thank you, and congratulations.

And as CEO, I accept the great responsibility of this authorization you have granted me and, under my direction, our excellent staff. A very large ball with years of work has just rolled this way. And I want to assure you that we will execute, and we will do so professionally. And I want to assure you that the ICANN staff is prepared to support the launch, and we will execute with competence, transparency, and accountability while respecting confidentiality when appropriate.

Following this vote, the first step will be the communications program which will start later this afternoon with the press conference following this meeting. We are committing substantial resources to this, but we will also rely upon the community and need your work -- your help to get the message out around the world.

The CEO then recognized some of the exceptional contributions from within ICANN, recognizing Kurt Pritz and his team, John Jeffrey and the legal team, and all other staff that have supported the new gTLD effort.

The Chair then provided his closing remarks:

I have the pleasure now of closing the meeting. Just a few final comments. First of all, supporting what's been said about the principle of innovation. Unless there's a good reason to restrain it, it should be allowed to reign free. And remembering also what President Clinton said in the speech in San Francisco. We know that the program isn't perfect. We know that not everyone's view has been incorporated. We know we have to watch it very carefully, and we will stumble sometimes. But as President Clinton said, as long as we are stumbling forwards, then that's the way of progress.

So there's a lot to be done. As people have said, this is the start of a whole new phase.

The perfect, though, is the enemy of the good, and we have got to the stage where, as Steve Crocker and others have said, this is a good program. And I think we have got community support for it, and I look forward to handing that big ball over to Rod and the staff, and to the rest of the community.

It's an enormous challenge, but I think we're up to it.

Congratulations.

The Chair then called the meeting to a close.

Rationale for Resolutions 2011.06.20.01-2011.06.20.03

Rationale for Approval of the Launch of the New gTLD Program [PDF, 629 KB]