A Special Meeting of the ICANN Board of Directors was held on 17 September 2011 in Santa Monica, California.
Chairman Steve Crocker promptly called the meeting to order.
In addition to the Chair the following Directors participated in all or part of the meeting: Sébastien Bachollet, Rod Beckstrom (CEO and President), Bertrand de La Chapelle, Chris Disspain, Bill Graham, 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; and Reinhard Scholl, TLG Liaison.
Thomas Roessler, incoming TLG Liaison, attended at the Board's invitation.
Cherine Chalaby, Erika Mann, Gonzalo Navarro, Ray Plzak, R. Ramaraj, Mike Silber and Bruce Tonkin sent apologies.
The following staff participation in all or part of the meeting: John Jeffrey, General Counsel and Secretary; Akram Atallah, Chief Operating Officer; Kurt Pritz, SVP, Stakeholder Relations; Xavier Calvez, Chief Financial Officer; Elise Gerich, VP, IANA; Jamie Hedlund, VP, Government Affairs, Americas; David Olive, VP, Policy Development; Barbara Clay, VP, Communications; Kim Davies, Manager, Root Zone Services; Christopher Mondini, Chief of Staff; Diane Schroeder, Director of Board Support; Samantha Eisner, Senior Counsel; and Amy Stathos Deputy General Counsel.
- Consent Agenda
- Approval of Delegation of .SX (Sint Maarten)
- New gTLD communications plan
- Update on IGF
- Approval of CEO Search Committee Membership
- Any Other Business
The Chair introduced the consent agenda. Bertrand de La Chapelle and Katim Touray requested that the .SX delegation item be moved off of the Consent Agenda.
The Board then took the following action:
Resolved, the following resolutions in this Consent Agenda are approved:
Resolved (2011.10.11.01), the Board approves the minutes of the 25 August 2011 ICANN Board Meeting.
Resolved (2011.10.11.02), the Board approves the minutes of the 17 September 2011 ICANN Board Meeting.
1.3 Approval of Delegation of .CW (Curacao), Transitional Arrangements for Netherlands Antilles (.AN)
Whereas, CW is the ISO 3166-1 two-letter country-code designated for Curaçao;
Whereas, ICANN has received a request for delegation of .CW to the University of the Netherlands Antilles;
Whereas, ICANN has reviewed the request, and has determined that the proposed redelegation would be in the interests of the local and global Internet communities;
Resolved (2011.10.11.03), the proposed delegation of the .CW top-level domain to the University of the Netherlands Antilles is approved.
Whereas, the .AN top-level domain was delegated on the basis of its former listing as an ISO 3166-1 two-letter country code designated for the Netherlands Antilles;
Whereas, the ISO 3166-1 standard has removed the "AN" code, and the ISO 3166 Maintenance Agency recommends its use be discontinued;
Whereas, ICANN is not responsible for deciding what is or is not a country, and adheres to the ISO 3166-1 standard for guidance on when to add, modify and remove country-code top-level domains;
Whereas, the .AN top-level domain is still the primary domain used by parties in the countries and municipalities that comprised the former Netherlands Antilles;
Whereas, there is a transition plan to move registrations from the .AN domain to new domains .CW and .SX, with the University of the Netherlands Antilles continuing to act as manager of the .AN domain until transition is complete,
Resolved (2011.10.11.04), that the University of Netherlands Antilles be instructed to report their progress on decommissioning the .AN domain every six months to ICANN against a relevant set of metrics,
Resolved (2011.10.11.05), that the University of Netherlands Antilles work to complete the transition of the .AN domain to the .CW domain, the .SX domain, and any other relevant domain; so that it may be removed from the DNS root zone no later than 31 October 2014.
Resolved (2011.10.11.06), that the .AN domain be removed from the DNS root zone on 31 October 2014, if not requested earlier by the manager of the domain.
Why the Board is addressing the issue now?
Staff present delegation and redelegation requests for country-code domains to the Board for decision, once staff are satisfied the applicant has provided a sufficiently complete application that has a reasonable prospect of a positive Board decision. In line with ICANN's commitments to perform timely processing of requests relating to the IANA function, and the DNS root zone in particular, the ICANN Board seeks to evaluate such requests at its next scheduled Special Meeting.
The matter of the timeline for the transition from the .AN domain to its successor domains is being addressed in conjunction with the evaluation of the delegation of the .CW and .SX domains, in order to give clarity to the communities involved the timeline upon which the transition will occur. This will allow the communities to prepare and plan appropriately for the transition.
What is the proposal being considered?
The proposal is to approve a request to IANA to change or designate the sponsoring organisation (also known as the manager or trustee) of a country-code top-level domain. In line with established practice, the ICANN Board is involved in making the decision to proceed with such requests as one step of this multi-step process.
The proposal also considers a plan proposed the retire the .AN domain from service, after an appropriate transition period that will allow for existing registrants to migrate their services to appropriate new domains.
Which stakeholders or others were consulted?
In the course of evaluating a delegation application, ICANN staff consults with the applicant, the current operator (if applicable), and other directly connected parties. In line with ICANN's practice of keeping incomplete root zone change requests in confidence, ICANN has not performed open consultation on this matter.
What concerns or issues were raised by the community?
Any concerns or issues are raised within the public report that will be published in conjunction with this action. This report will be published on the IANA website at http://www.iana.org/ should the root zone change request has successfully completed final processing, usually 1-2 months after the Board's decision.
What significant materials did the Board review?
The Board is involved in assessing requests against a variety of public interest criteria. This criteria includes establishing the country-code is eligible (e.g. listed in the ISO 3166-1 standard); establishing the proposed manager is supported by the local Internet community; establishing the proposed operator is operationally and technically competent; establishing the proposed manager is based locally and bound under local law; establishing the proposed manager operates fairly and equitably; establishing that in cases there is a transfer of operations that an appropriate plan is in place to preserve ongoing stability of the domain; and establishing that the action is compatible with any applicable local laws and regulations. During the staff compilation process, the applicant is asked to provide a variety of materials in support of these various aspects. Pertinent information from these supplied materials and other staff research is provided to the Board, and published in a public report at the end of implementing an approved request.
What factors the Board found to be significant?
The Board considers factors described in the public report, in relation to the basic principles of country-code domain delegation described earlier.
Are there positive or negative community impacts?
The timely approval of country-code domain name managers that meet the various public interest criteria is positive toward ICANN's overall mission, and the local communities to which country-code top-level domains are designated to serve.
Are there fiscal impacts or ramifications on ICANN (strategic plan, operating plan, budget); the community; and/or the public?
The administration of country-code delegations in the DNS root zone is part of the IANA functions, and the delegation action should not cause any significant variance on pre-planned expenditure. It is not the role of ICANN to assess the fiscal impact of the internal operations of country-code top-level domains within a country, other than ensuring the operator is based in country and has the appropriate mechanisms to allow the local Internet community to properly oversee the domain's ongoing operation.
Are there any security, stability or resiliency issues relating to the DNS?
For country-code top-level domain delegations, ICANN seeks to approve only such requests where reasonable concerns have been satisfactorily addressed, and the proposed new manager has demonstrated a sufficient level of operational and technical competency where such concerns should be minimal.
Resolutions 2011.10.11.01, 2011.10.11.02, 2011.10.11.03, 2011.10.11.04, 2011.10.11.05, and 2011.10.11.06 were approved in a single vote approving the consent agenda items. All Board members present unanimously approved these resolutions. Cherine Chalaby, Erika Mann, Gonzalo Navarro, Ray Plzak, R. Ramaraj, Mike Silber and Bruce Tonkin were not available to vote on the resolutions.
Kim Davies provided an update on the request for delegation of the .SX ccTLD after the dissolution of the Netherlands Antilles and the formation of the constituent country of Sint Maarten. Kim provided some background regarding the proposed location of the administrative and technical contacts for the .SX ccTLD and the proposed location of the principal operations.
Bertrand de la Chapelle commented on the ISO Country Code, "SX" and inquired about the openness of the registration policy that will be implemented. Bertrand noted his general concern addressed the evolution of ccTLDs to behave more like gTLDs without having the same commitments to ICANN.
Kim confirmed that ICANN does not assess the registrations policies for ccTLDs in reviewing delegation or redelegation requests, instead focusing on the qualifications of the applicant. It is a local decision regarding domain eligibility rules.
The Chair explained that the ISO allocates the two-letter country codes, and it has been long-standing policy, adopted prior to ICANN's existence, that the two-letter country codes would be used as the ccTLD strings. The Chair contended that Bertrand's concern is outside of ICANN's purview. Katim Touray explained that while he shares Bertrand's concern, Katim's issue suggested that input from the ccNSO and ccTLD community may be helpful on this point.
Kim provided some background on the early trend of ccTLDs being managed outside of country.
John Jeffrey and Jamie Hedlund then proposed that the Board instruct staff to gather more information to address the Board's concerns as raised during the discussion, and present that information back to the Board at an upcoming meeting.
The Chair agreed to this course of action.
Sébastien Bachollet raised a question of the information provided to the Board, and whether this could have been addressed prior to Board consideration.
Kim confirmed that the Board might have discretion in applying some of the elements of delegations depending on the local circumstances in country, which was why the Board was presented with this delegation request at this time.
The Chair requested that more consideration be given to properly structure the presentation of this information to the Board.
The Chair explained that the Finance Committee was expected to make a recommendation to the Board on the Communications Plan budget for consideration in Dakar, and that this was an opportunity for the Board to discuss messaging with Barbara Clay.
Barbara Clay provided an update to the Board on the global awareness-raising effort for new gTLDs, including successful events in the Middle East and Europe.
Barbara requested the Board's input on the proposed messages for the communications plan and other thoughts that the Board may have on the communications plan.
Bertrand de la Chapelle noted that the messaging areas are becoming very substantive and exhaustive, and suggested some reformulation to better streamline the message for external audiences. Bertrand suggested the use of three to four main topic areas/headlines to structure the presentation.
Kuo-Wei Wu agreed with Bertrand, and stressed the need for the communications to be more explanatory for the non-applicant audience as well as raising awareness for potential applicants.
Sébastien Bachollet raised the issue of communicating how ICANN will support needy applicants, and that it's important to focus communications on a message that ICANN is trying to open gTLDs to new applicants and business ideas. Sébastien stressed his opinion that the communications plan should not solely focus on raising awareness of the process.
Barbara confirmed that the question of needy applicants has been raised in every country she has visited, and offered to speak with Sébastien in greater detail on this point. Barbara then queried the Board regarding their thoughts on promoting the existence of the process, which is more of a stewardship role, as opposed to advocacy as described by Sébastien.
Chris Disspain noted that ICANN should be careful in promoting the existence of the process and the ability to apply, as opposed to encouraging people to apply. ICANN's job should be to let people know that they can apply if they wish to do so.
Bertrand de la Chapelle supported Chris' distinction, and added that the communication should be focused on the rationale for launching the program – that ICANN has a mandate to do this, and previous rounds show that new gTLDs can be added without harming the root It is not about encouragement to apply, but demonstrating a program is in place with necessary protections. ICANN also has to make people aware of the constraints and requirements to participate in the process.
Barbara thanked the Board for their comments regarding refinement of the plan and noted that she will be refining the messages accordingly. Barbara pointed out that messages change over time, so they may continue to evolve. As they do, Barbara will keep the Board updated.
Jamie Hedlund provided an update to the Board on the recent IGF meeting. Jamie noted that it had the highest number of attendees for an IGF meeting, with many remote participants as well. ICANN and ISOC sponsored scribing for the event. Jamie explained that there was a lot of discussion at the meeting regarding various governmental recommendations on moving Internet governance within the U.N.
At the IGF, the ICANN CEO and President gave a keynote that was well received, and ICANN also hosted an open forum that was well attended. ICANN staff and Board members participated in a number of sessions.
The CEO and President stressed that it is important for ICANN to continue focusing on the expansion of the multi-stakeholder model.
Steve Crocker presented the BGC's recommendation for the CEO Search Committee membership, and opened the discussion on the committee composition and chair selection.
Sébastien Bachollet raised the suggestion that George Sadowsky be added to the committee, and also the possibility that George be considered to Chair the Committee..
Chris Disspain raised the possibility that the committee could select its own Chair, which would represent a deviation from the process that the BGC currently follows. Chris noted that there was suggestion that George should chair the committee.
Sébastien noted George's success as the chair of the NomCom in recruiting candidates. Sébastien commented that ICANN has the ability to identify strong candidates on its own without reference to outside recruiting firms, as seen from the NomCom work. Sébastien also noted his concern that a suggestion to having the Chair of the Board chair the search committee could empower the committee to take action without broader Board consultation.
The Chair confirmed that for whoever is selected as chair of the committee, the role will be oversight of the process and the committee will not be empowered to take decision alone.
George stated that he is willing to serve as chair of the committee if that was the consensus of the Board.
Chris agreed that he is in favor of adding George to the committee, and noted that he would support either the Chair or George serving as chair of the committee.
Sébastien suggested the possibility that the Chair and George could co-chair the committee to share the work.
The CEO provided his opinion that the Board Chair should not chair the search committee as a matter of best practice.
Chris suggested that the committee could undertake the work to appoint its chair and provide a recommendation in Dakar.
The CEO agreed with this suggestion, as there are additional committee members not on the call that may wish to be considered as the committee chair.
The Chair raised a concern that there is already substantial work to be done prior to Dakar, and this organizational work of deciding a chair should be done at this time to assure that the substantive work gets done.
Thomas Narten agreed with the Chair, and requested that the Board take a decision now. The longer the delay in taking basic decisions, the harder it is to get work done. The committee chair can always be changed if necessary.
The Chair noted that the committee will have a lot of work to do, and raised his concern of having sufficient staff support to keep the pace of work needed.
The CEO addressed the resourcing issue an noted his strong opinion that ICANN must hire a professional search firm not only for accountability and transparency reasons, but also to make sure that there are professionals available with the time to shepherd the process through.
Sébastien noted his disagreement with the need to hire a professional search term, as he believes that ICANN already has the knowledge, people and process to do the CEO search. In the event someone needs to be hired, it should not be one specific search term.
Chris noted his view that ICANN needs outside assistance in this process.
The Chair confirmed that this is a discussion that can take place as part of the committee work.
The CEO raised a concern that the Board should make clear that no member of the committee may be considered a candidate for the position of CEO during this search, and recommended that this be incorporated into the resolution. Inclusion as a resolution, and not in a whereas clause, would make this a binding commitment.
The Chair confirmed that in advance of conversation regarding the CEO search process, he received assurances that no member of the Board was seeking to be a candidate, and agreed with Rod's suggestion of inclusion in the resolution.
Chris Disspain requested, and the Board agreed, that the CEO candidacy limitation in the resolution be clarified to be for the current search underway, and not as a permanent limitation.
Kuo-Wei Wu inquired about how those members of the Board not on the committee would receive information about the committee's work.
The Chair confirmed that it is an obligation of the committee to keep the Board fully informed, and noted that there will be a high degree of interaction and providing information to the full Board for input.
The Board then took the following actions:
Whereas, 16 August 2011, Rod Beckstrom announced that he will continue to fulfill his term as ICANN's President and CEO, which will be completed on 1 July 2012.
Whereas, the ICANN Board discussed CEO Succession planning at the Board meeting on 17 September 2011.
Whereas, the ICANN Board directed the Board Governance Committee to recommend a slate of Board members to comprise a CEO Search Process Management Work Committee for the Board to consider at its next meeting.
Whereas all members of the current Board and liaisons, including incoming, have all stated without reservation that they are not a candidate for the position of CEO and will not accept it as offered.
Resolved (2011.10.11.07), no current or incoming member of the Board or liaisons may be considered as a candidate for the role of the CEO for the current CEO Selection process.
Whereas, the following are the proposed members of the group, based upon Board Governance Committee recommendation and as refined by the Board:
Bertrand de La Chapelle
Resolved (2011.10.11.08), the Board approves the recommended membership of the CEO Search Process Management Work Committee.
Resolved (2011.10.11.09), the George Sadowsky will be the Chair of the CEO Search Committee.
Resolutions 2011.10.11.07, 2011.10.11.08 and 2011.10.11.09 were each approved by separate voice votes. All voting members in attendance approved of the Resolutions. Cherine Chalaby, Erika Mann, Gonzalo Navarro, Ray Plzak, R. Ramaraj, Mike Silber and Bruce Tonkin were not available to vote on the resolutions.
The ICANN Board has begun planning for and developing the CEO succession process, to assist in transition of the leadership. The establishment of a work committee will allow the Board to coordinate this process with regular reporting to the Board as a whole, as well as reviewing opportunities for community involvement in the process. Timely succession of the ICANN CEO will assist the organization in maintaining its work in overseeing the security and the stability of the DNS. The establishment of the work committee will not have a financial impact on ICANN, though resources are likely to be required at later points in the process.
The Chair called for any other business items, and suggested that the Joint Applicant Support group (JAS), and planning for Dakar could be topics of interest.
Kuo-Wei Wu noted that the NRO will be having a meeting in Dakar and inquired about plans for the Board and the NRO to meet while there.
Thomas Narten suggested that a subgroup of interested Board members should be formed to have a meaningful interaction with the NRO/ASO.
The Chair agreed with Thomas' suggestion and recommended that Kuo and Thomas lead the creation of a subgroup.
Chris Disspain recommended Ray Plzak to join the group as well.
The Chair requested that staff coordinate the time in Dakar to allow this to happen.
Bertrand requested a timeline for the possible setting up a fund to help needy applicants, where others could contribute.
The Chair noted that even if additional funds were there, a process does not exit yet. We have to be careful to not rush to set a process that will be defective if it entices applicants to jump in and leave them in a weakened financial state for continuing operations.
Kurt Pritz noted that work is underway to identify consultants that could take the criteria created by the JAS and the process created by the JAS and add more operational details, or adjust to address risk issues. The work is underway to develop a process to release funds, and the Board will have some models for consideration.
The CEO addressed Bertrand's comment and stated that it's not feasible for ICANN to set up a method to receive money from others prior to a January application window opening. There's a lot of work to receive and administer funds, and to create the appropriate legal structure to do so.
Kurt clarified that for the US$2 million that is already committed by ICANN can be disbursed without waiting for the identification or formation of the appropriate legal structure. Addressing Steve's concern on creation of registries that are more at-risk because available funding is limited, Kurt noted that its likely that there will be registries at higher risk, and the funds will not cover sustaining operations. The JAS noted this as well and recommended a larger fund.
Katim Touray noted that it might be helpful to meet with the JAS Working Group ready with a list of questions, to allow for informed discussions and provide the Board clarification on some items. There are a lot of good ideas on the table, and it has to be decided how we are going to move forward given time frame and resources constrains.
Sébastien Bachollet supported Katim's suggestion and proposed that a small group be formed to create those questions.
The Chair asked staff for information about what the next steps are for dealing with the Board's US$2 million dollar commitment.
Kurt explained that there are three steps: 1. Developing the criteria, starting with JAS-based criteria; 2. Developing a process or procedure to apply for aid; and 3. Convening a panel to consider the applications. There is also the step of how to handle the money, which could likely be through a separate bank account.
The Chair asked for Kurt to provide a status report to the Board on this work as soon as possible. The Chair also proposed that the BGC be asked to form a small, balanced team of Board members to oversee some of this work.
George Sadowsky pointed to his dissent to the New gTLD vote. George cautioned that ICANN would have to work quickly to manage expectations on funding and assistance, and make sure that ICANN is able to meet the expectations that are developed. Chris Disspain agreed.
Thomas Narten agreed with the Chair's suggestion of the formation of a small group to work with staff on this item, as the full Board can't be involved in this work. Thomas urged for the group to be formed as soon as possible, and not to wait for the BGC to make a recommendation.
The Chair agreed with the urgency stated by Thomas, and asked the Board to identify, within 24 hours or so, the main composition of the JAS subgroup.
Chris agreed to discuss the matter with Bruce Tonkin (Chair of the BGC) the next day.
Chris raised suggestions of the timing for meeting with the JAS in Dakar to allow for better conversation.
Kurt noted that there was a public session on Monday with the JAS.
Sébastien urged that the Board use the Monday session as the opportunity to interact with the JAS.
The Chair then raised a new item, regarding the fact that a number of TLDs have now been in existence for 25 years, and raised the suggestion to have some sort of commemoration or recognition of that during the meeting in Dakar. The Chair welcomed Board suggestions on this idea.
The Chair called the meeting to a close.