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Minutes | Special Meeting of the ICANN Board 27 September 2019

A Special Meeting of the ICANN Board of Directors was held telephonically on 27 September 2019 at 14:00 UTC.

Cherine Chalaby, Chair, promptly called the meeting to order.

In addition to the Chair, the following Directors participated in all or part of the meeting: Becky Burr, Maarten Botterman, Ron da Silva, Sarah Deutsch, Avri Doria, Rafael Lito Ibarra, Danko Jevtovic, Akinori Maemura, Göran Marby (President and CEO), León Sanchez, Matthew Shears, and Tripti Sinha.

The following Directors sent their apologies: Chris Disspain, Khaled Koubaa, and Nigel Roberts.

The following Board Liaisons participated in all or part of the meeting: Harald Alverstrand (IETF Liaison), Manal Ismail (GAC Liaison), Merike Kaeo (SSAC Liaison), and Kaveh Ranjbar (RSSAC Liaison).

Ihab Osman was in attendance as an invited observer.

Secretary: John Jeffrey (General Counsel and Secretary).

The following ICANN Executives and Staff participated in all or part of the meeting:  Susanna Bennett (SVP, Chief Operating Officer), David Conrad (SVP, Chief Technical Officer), Samantha Eisner (Deputy General Counsel), Daniel Halloran (Deputy General Counsel), Vinciane Koenigsfeld (Senior Director, Board Operations), Elizabeth Le (Associate General Counsel), Karen Lentz (Director, Operations & Policy Research), Cyrus Namazi (SVP, Global Domains Division), Erika Randall (Associate General Counsel), Amy Stathos (Deputy General Counsel), Theresa Swinehart (SVP, Multistakeholder Strategy and Strategic Initiatives), and Gina Villavicencio (SVP, Global Human Resources).

  1. Main Agenda:
    1. Election of Maarten Botterman as ICANN Board of Director's Vice-Chair for remainder of current term until Annual Meeting 2019
    2. AOB
  1. Main Agenda:

    1. Election of Maarten Botterman as ICANN Board of Director's Vice-Chair for remainder of current term until Annual Meeting 2019

      The Chair introduced the agenda. The Chair explained that there is currently a vacancy in the position of the Vice Chair of the Board. The Board is being asked to approve the appointment of Maarten Botterman to the Vice Chair position until the formal election for the Board leadership slate takes place on 7 November 2019.

      The Chair then called for a vote and the Board took the following action:

      Whereas, the current Chair of the ICANN Board will be departing from the Board at the close of ICANN's Annual Meeting in November 2019.

      Whereas, the ICANN Board as a whole has discussed and considered the succession of the Board's leadership, including during the Board's September 2019 workshop in Los Angeles, California.

      Whereas, all current and incoming members of the Board had an opportunity to participate in the discussion of the Board's future leadership, and have indicated support for the future election of Maarten Botterman as Chair. The Board followed the process as documented at https://www.icann.org/en/system/files/files/informing-leadership-slate-practice-23jun19-en.pdf.

      Whereas, the formal election of the next Chair and Vice-Chair of the ICANN Board will be a matter for consideration by the ICANN Board seated after the close of ICANN's Annual Meeting in November 2019 (ICANN 66). As in prior years, the newly seated ICANN Board will convene an Organizational Meeting for the purposes of electing the Chair and Vice-Chair, identifying the Board Committee compositions, and other regular organizational items.

      Whereas, the Chair has provided a communication summarizing the workshop, including the Board leadership selections identified for inclusion in the slate to be considered and voted on at ICANN 66.

      Resolved (2019.09.27.01), Maarten Botterman is elected Vice-Chair of the ICANN Board, effective immediately and for the remainder of the current term, to support the transition of leadership for the next ICANN Board.

      All members of the Board present voted in favor of Resolution 2019.09.27.01. Chris Disspain, Khaled Koubaa, and Nigel Roberts were unavailable to vote. The Resolution carried.

      Rationale for Resolution 2019.09.27.01

      The Board is taking this action today to support transparency and to demonstrate its commitment to a well-supported transfer of responsibilities in leading the Board. As learned in 2017, advance planning for the transfer of those responsibilities will help support continuity in ICANN's service of its mission. The public interest is served through the advance announcement of the future leadership slate, as it provides predictability and stability to the entirety of ICANN (the Community, Board and Organization) and assurance that the Board continues to focus its energies on its strategic and oversight roles.

      In identifying the future leadership, the Board included all members that will be eligible to vote on the leadership slate at ICANN 66, and followed its documented process that is available at https://www.icann.org/en/system/files/files/informing-leadership-slate-practice-23jun19-en.pdf. The current Chair, Cherine Chalaby, will remain as Chair until the end of his term, and Maarten Botterman, identified to serve as the next Chair (for election at the Organizational Meeting at ICANN 66) will take over as the Vice-Chair of the Board until the end of the Annual Meeting held at ICANN66. This will allow Mr. Botterman to participate more closely in the leadership processes of the current Board and better support a transfer of leadership responsibilities when the new leadership of the Board is formally elected. The new leadership of the Board will be subject to consideration and vote at the Organizational Meeting convened at the end of ICANN 66.

      There are no anticipated impacts on ICANN's resources as a result of this action. In addition, there is not anticipated impact on the security, stability or resiliency of the Internet's DNS. This supports ICANN's mission and is in the public interest, as it provides stability in the transition of leadership of the Board's oversight across all of ICANN's work.

      This is an Organization Administrative Action for which no public comment is required.

    2. AOB

      No AOB issues raised or resolutions taken.

  2. The Chair then called the meeting to a close.

Published on 8 November 2019