[council] Preliminary Report of ICANN Board meeting 27 Aug 2009
Hello All,
Below are the preliminary notes from the ICANN Board meeting on 27 Aug 2009.
Point of interest to the GNSO include:
- location of the June 2010 meeting will be Brussels
- Wolfgang KleinwÃchter as the 2010 NomCom Chair
- the Board approved the Bylaws amendments to allow new Council to be seated at
the October 2009 ICANN meeting in Seoul (note the Board did not specify any
need to be seated at the beginning of the week - to the new Council could be
seated at the end of the week if that is what the GNSO decides)
- the Board "acknowledges that amendments may be needed regarding the types of
new Constituencies that may be created in the future within the Non-Contracted
Parties House, and Board review of the overall Stakeholder Group and
Constituency structure is needed in the future"
- the Board also directed the Staff to "draft and post for public comment
additional proposed Bylaws amendments as necessary to facilitate the continued
transition to the new GNSO structures, processes and mechanisms, including but
not limited to amendments limiting the types of new Constituencies that may be
created in the future within the Non-Contracted Parties House." (note this
picked up some of the discussion that has occurred on the GNSO Council list in
the last couple of weeks around the concerns of the commercial stakeholder
group on the formation of new constituencies)
- the Board will "review the structures and operations of Stakeholder Groups
and Constituencies in one year and every three years after that." (this picked
up on the request from the non-commercial stakeholder group to review the
charter after a year).
- the Board decided not to go ahead with the recommendation of the Boston
Consulting Group to reduce its size
- the Board agreed in principle to "add one voting director appointed from the
At Large Community to the ICANN Board of Directors, and removing the present
ALAC Liaison to the Board"
Regards,
Bruce Tonkin
From: http://www.icann.org/en/minutes/prelim-report-27aug09.htm
Preliminary Report of the Special Board Meeting
27 August 2009
[Formal Minutes are still to be approved by the ICANN Board]
Note: This has not been approved by the Board and does not constitute minutes
but does provide a preliminary attempt setting forth the unapproved reporting
of the resolutions from that meeting. Details on voting and abstentions will be
provided in the Board's Minutes, when approved by the board at a future
meeting.
A Special Meeting of the ICANN Board of Directors was held via teleconference
27 August 2009 @ 03.00 UTC. Chairman Peter Dengate Thrush promptly called the
meeting to order.
In addition to Chairman Peter Dengate Thrush the following Directors
participated in all or part of the meeting: Rod Beckstrom (President and CEO),
Roberto Gaetano (Vice Chairman), Harald Tveit Alvestrand, Raimundo Beca, Steve
Crocker, Steven Goldstein, Dennis Jennings, Raymond A. Plzak, Mike Silber,
Jean-Jacques Subrenat, Bruce Tonkin, and Katim Touray.
The following Board Liaisons participated in all or part of the meeting: Janis
Karklins, GAC Liaison; Ram Mohan, SSAC Liaison; Thomas Narten, IETF Liaison;
Thomas Roessler, TLG Liaison; Wendy Seltzer, ALAC Liaison; and Suzanne Woolf,
RSSAC Liaison. Rita Rodin Johnston and Rajasekhar Ramaraj were not present for
the meeting. This is a preliminary report of the approved resolutions resulting
from the Special Meeting of the ICANN Board of Directors, which took place on
27 August 2009
A. Consent Agenda
=================
=================
1. Approval of Minutes from 30 July 2009 Special Board Meeting
===============================================================
Resolved (2009.08.27.01), the Board hereby approves the minutes of the 30 July
2009 Board Meeting.
2. Approval of Minutes from 26 June 2009 Special Board Meeting â closed
session on CEO Compensation and Agreement Structure
=================================================
Resolved (2009.08.27.02), the Board hereby approves the minutes of the 26 June
2009 Closed Session Board Meeting.
3. From the Board Finance Committee â Transfer of $11 million US Dollars from
working capital to a restricted reserve investment fund
===========================================================================
Whereas, the ICANN Board adopted the Investment Policy in November 2007;
Whereas the Board endorsed the ICANN Investment Policy and adopted minor
amendments to the Investment Policy on 30 July 2009.
Whereas, at its 14 July 2009 meeting the Board Finance Committee reviewed the
plans to transfer $11 million from working capital to the Board restricted
Reserve Fund in accordance with the policy requirements for the working capital
level to be equivalent to three months of operating expenses
Resolved (2009.08.27.03), that the Board approves the recommendation of the BFC
that the CFO be directed to transfer $11 million from working capital to the
Board restricted Reserve Fund
4. From the Board Governance Committee â Nominating Committee Chair Selection
==============================================================================
Whereas the BGC is tasked each year with recommending to the Board a candidate
to serve as the Nominating Committee (âNomComâ) Chair;
Whereas the BGC called for expressions of interest from all who would be
interested in serving as the 2010 NomCom Chair;
Whereas the BGC considered and discussed all legitimate expressions of
interest; and
Whereas the BGC recommends that the Board appoint Wolfgang KleinwÃchter as the
2010 NomCom Chair.
Resolved (2009.08.27.04), that Wolfgang KleinwÃchter is appointed as Chair of
the 2010 NomCom, to serve until the conclusion of the ICANN annual meeting in
2010, or until the Chair's earlier resignation, removal, or other
disqualification from service.
5. From the Board Public Participation Committee
================================================
a. ICANN Meetings Selection of Dates for 2011, 2012, 2013
----------------------------------------------------------
ICANN MEETING DATES / GEOGRAPHIC ROTATION 2011 - 2013
2011
13-18 March 2011 No. 40 | North America (Tentative)
19-24 June 2011 No. 41 | Asia (Tentative)
23-28 October 2011 No. 42 | Africa (Tentative)
2012
11-16 March 2012 No. 43 | Latin America (Tentative)
24-29 June 2012 No. 44 | Europe (Tentative)
14-19 October 2012 No. 45 | North America (Tentative)
2013
07-12 April 2013 No. 46 | Asia (Tentative)
14-19 July 2013 No. 47 | Africa (Tentative)
17-22 November 2013 No. 48 | Latin America (Tentative)
Whereas, ICANN intends to hold Meetings in 2011, 2012 and 2013 as per its
policy;
Whereas, the dates proposed in this paper were published for public comment for
a period of 30 days ending 14 August 2009;
Whereas, staff has completed a thorough review of the public comments received,
and has used those comments to develop the scheduled dates of ICANN Meetings;
Resolved (2009.08.27.05) that the Board accepts the dates of Meetings to be
held in 2011, 2012 and 2013.
b. Approval of Budget and Designation of location for the ICANN Meeting in
June 2010
-------------------------------------------------------------------------------------
Whereas, ICANN intends to hold its second 2010 Meeting in the European region
as per its policy;
Whereas, the European Registry of Internet Domain Names (EURid) was one of the
entities that submitted a viable proposal to serve as host for the 2010
European Meeting;
Whereas, staff has completed a thorough review of the EURid proposal and finds
it acceptable;
Whereas, the Board Finance Committee will review and is expected to approve the
budget for the ICANN 2010 European Meeting as proposed in this paper on August
17;
Resolved (2009.08.27.06) that the Board accepts the EURid proposal and approves
that the ICANN 2010 European Meeting shall be held in Brussels, Belgium from
21-25 June 2010, with a budget not to exceed US$2.094M.
Resolutions 2009.08.27.01; 2009.08.27.02; 2009.08.27.03; 2009.08.27.04;
2009.08.27.05; and 2009.08.27.06 were approved in a single vote approving the
consent agenda items. All Board Members present unanimously approved these
resolutions.
B. Regular Agenda
=================
==================
1. From the Board Governance Committee - Board/GAC Working Group â Selection
of Co-Chair and Board Membership
===========================================================================================
The Board discussed the process for identifying and recommending membership on
working groups and identifying the leadership positions for the same.
The Board then took the following action:
Whereas on 26 June 2009, the Board resolved to establish a Board/GAC joint
working group;
Whereas the Board requested the BGC to nominate five Board members, one of whom
to serve as cochair, to serve on the Board/GAC joint working group;
Whereas the BGC has selected five Board members to serve as members of the
Board/GAC joint working group and identified one of those five members as
cochair of the working group; and
Whereas the BGC agreed to recommend that the Board approve the BGC selections
for the Board/GAC joint working group;
Resolved (2009.08.27.07) that the Board members of the Board/GAC joint working
group shall be Raimundo Beca, Ram Mohan, Raymond Plzak (cochair), Jean-Jacques
Subrenat, and Katim Touray.
Eleven of the Board members present approved of this resolution. Two of the
Board members present abstained from voting. The resolution passed
2. Board Approval of the proposed Bylaws Amendments to enable the seating of
the New GNSO Council in Seoul
==========================================================================================
The Board received an update from Staff on the proposed Bylaws Amendments
required to enable the seating of the New GNSO Council in Seoul, including a
summary of the recent public comment forum and a description of how specific
comments were addressed in the proposed Bylaws Amendments or recommended for
future action in addressing those comments. The Board discussed this update,
and discussed the insertion of a commitment to review the Stakeholder Group
charters after 1 year, including a review of the continuing necessity of the
constituency structures, and then took the following action:
Whereas, the transition to a new GNSO Council requires Bylaws Amendments to
reflect new GNSO structures, processes and mechanisms;
Whereas, the GNSO community and ICANN Staff have developed specific Bylaws
Amendments and recommendations to implement these changes and allow for the new
GNSO Council to be seated at the October 2009 ICANN meeting in Seoul;
Whereas, two separate comment forums were held to solicit public input and the
Amendments pending for Board action incorporate several comments and Board
guidance;
Whereas, the Board acknowledges that amendments may be needed regarding the
types of new Constituencies that may be created in the future within the
Non-Contracted Parties House, and Board review of the overall Stakeholder Group
and Constituency structure is needed in the future;
Resolved (2009.08.27.08), the Board approves the complete package of Bylaws
amendments proposed;
Resolved Further (2009.08.27.09) that the Board directs the Staff to draft and
post for public comment additional proposed Bylaws amendments as necessary to
facilitate the continued transition to the new GNSO structures, processes and
mechanisms, including but not limited to amendments limiting the types of new
Constituencies that may be created in the future within the Non-Contracted
Parties House.
Resolved Further (2009.08.27.10) that the Board will review the structures and
operations of Stakeholder Groups and Constituencies in one year and every three
years after that.
All Board Members in attendance unanimously approved of this resolution.
3. Assignment of Staff to Development of a Global Policy Proposal for "IANA
Policy for Allocation of ASN Blocks to Regional Internet Registries"
=====================================================================================
The Board discussed the Board's Review Procedures for Global Internet Number
Resource Policies Forwarded for Ratification by the ASO Address Council in
Accordance with the ASO MoU and then took the following action:
Whereas, Article 1 of the Board's Review Procedures for Global Internet Number
Resource Policies Forwarded for Ratification by the ASO Address Council in
Accordance with the ASO MoU (Board's Review Procedures), states âWhen, in
accordance with step 1 in the GlobalPolicy Development Process of the ASO MoU
(Attachment A, article 1), ICANN staff liaising with the addressing community
becomes aware of a global policy development within the scope of the ASO MoU,
ICANN staff informs the ICANN Board of this development. The Board decides, as
and when appropriate, that this development should be followed by ICANN staff
and instructs the ICANN CEO to assign staff for this purpose. ICANN staff so
assigned shall inform all ICANN Supporting Organizations and Advisory
Committees, shall establish an ICANN web page to be kept up to date and shall
compile a background report to be kept up to date on this global policy
development. This background report shall be provided to the Board as
requested.â;
Whereas, ICANN staff has informed the Board that a Global Policy Proposal for
"IANA Policy for Allocation of ASN Blocks to Regional Internet Registries",
entailing a date change in the adopted Global Policy with identical name, has
entered the first adoption steps within the individual RIRs as well as being
recognized by the ASO Address Council as a valid Global Policy Proposal; and
Whereas, the Global Policy Proposal for "IANA Policy for Allocation of ASN
Blocks to Regional Internet Registries" is identified as a global policy
development within the scope of the ASO MoU with ICANN.
Resolved (2009.27.08.11) that the Board directs that the development of a
Global Policy Proposal for "IANA Policy for Allocation of ASN Blocks to
Regional Internet Registries" be followed by ICANN staff as set forth within
the Board's Review Procedures and instructs the ICANN CEO to assign staff for
this purpose.
All Board members in attendance unanimously approved of this resolution.
4. Redelegation of .CV (Cape Verde) Domain
===========================================
The Board discussed the proposed redelegation and the redelegation process.
The Board then took the following action:
Whereas, the .CV topâlevel domain is the designated countryâcode for Cape Verde.
Whereas, ICANN has received a request for redelegation of .CV to the Cape Verde
Agencia Nacional das Comunicacoes.
Whereas, ICANN has reviewed the request, and has determined that the proposed
redelegation would be in the best interest of the local and global Internet
communities.
Resolved (2009.27.08.12), that the proposed redelegation of the .CV domain to
the Agencia Nacional das Comunicacoes is approved.
All Board members in attendance unanimously approved of this resolution.
5. Discussion regarding Structural Improvements Committee's receipt of Board
Review Working Group Recommendations
=====================================================================================
a. Size of ICANN Board
----------------------
The Board received an update from Staff on the work of the Board review Working
Group and the recommendation regarding a change to the size of the ICANN Board.
The Board then took the following action:
Whereas the Boston Consulting Group (BCG), the external consultants conducting
the independent review of the Board of Directors, recommended that the size of
the ICANN Board be reduced to increase effectiveness and efficiency;
Whereas the Board Review Working Group (BRWC) has reached a final position
relating to the BCG recommendation on the size of the Board and determined that
the import of the issue required forwarding to the Structural Improvements
Committee and Board prior to the issuance of a Final Report;
Whereas the BRWG determined that a reduction of the size of the ICANN Board is
not advisable at this time, as the intended effects of increasing effectiveness
and efficiency are not likely to be met, and are based upon comparisons to
corporate businesses which do not align with ICANN's mission and objectives;
Whereas the BRWG recommends measures intended to increase the effectiveness and
efficiency of the Board, including requesting the ICANN Board Governance
Committee to define processes for the delegation of work from the Board to
ICANN management, and inviting the ICANN CEO to investigate the Board/Staff
interaction on matters to be considered by the Board and ways to reduce the
workload of each. After these measures are implemented, the BRWG recommends a
reconsideration of the BCG recommendation in three years time, to allow for
assessment of the effects of the measures on increasing the effectiveness and
efficiency of the Board; and
Whereas at its 17 August 2009 meeting the SIC reviewed the recommendation of
the BRWG and unanimously approved of favorably receiving the BRWG
recommendation and forwarding to the Board for discussion and implementation.
IT IS RESOLVED (2009.08.27.13) that the recommendation of the BRWG to not
decrease the size of the Board of Directors at this time is approved. The Board
directs the Board Governance Committee to provide clarification on possible
delegation of work from the ICANN Board to management. The Board also invites
the CEO to investigate Board/Staff interaction and ways to reduce the workload
of the Board on issues intended for Board consideration.
IT IS FURTHER RESOLVED (2009.08.27.14) that the feasibility of decreasing the
size of the Board of Directors should be rediscussed in three years time, to
allow an assessment of the effects of the several measures intended to increase
the effectiveness and efficiency of the Board.
All Board members in attendance unanimously approved of this resolution.
b. Voting Director Appointed from the At Large
----------------------------------------------
The Board received an update from Staff regarding the Board review Working
Group recommendation for the inclusion of a voting director appointed from the
At Large. The Board discussed some potential implementation hurdles that must
be resolved, though recognized that approving of the recommendation in
principle would then allow for the planning of the implementation.
The Board then took the following action:
Whereas on 21 May 2009 the Board of Directors previously considered a
recommendation from the Structural Improvements Committee (SIC) requesting
approval in principle of the idea that voting directors should be appointed
from the At Large, as recommended in the ALAC Review Working Group, and the
Board requested the SIC to provide additional scenarios and recommendations for
how such an addition of voting directors may be achieved;
Whereas the SIC determined that this matter could be appropriately addressed
within the ongoing work of the Board Review Working Group (BRWG), as it was
already addressing issues related to the size of the Board;
Whereas on 12 August 2009 the BRWG issued a recommendation to add one voting
director to the Board appointed by the At Large community, in substitution of
the present ALAC liaison to the Board, and voted to present this recommendation
to the SIC and the Board prior to the presentation of the forthcoming BRWG
Final Report;
Whereas the recommendation issued by the BRWG was a compromise solution among
the BRWG members; and
Whereas the SIC reviewed the BRWG recommendation at its 17 August 2009 meeting
and approved the receiving of this recommendation and forwarding of the
recommendation to the Board for discussion and implementation.
Resolved (2009.08.27.15) that the recommendation of the BRWG to add one voting
director appointed from the At Large Community to the ICANN Board of Directors,
and removing the present ALAC Liaison to the Board, is approved in principle
for implementation. Staff is directed to identify all steps required to achieve
the implementation of this principle, after issuing of the BRWG Final Report.
All Board members present unanimously approved of this resolution.
The Chair congratulated the Board in reaching this decision.
6. GNSO Council Restructuring Efforts Update
==============================================
The Board received an update from Staff on the status of other efforts underway
on the GNSO Council Restructuring process, including the ongoing work in the
drafting work teams and Staff's communications with the proposed constituencies
as directed by the Board at its 30 July 2009 meeting.
7. JPA Progress Report â CEO Briefing
=====================================
A confidential discussion was held on the progress of the JPA discussions.
8. Other Business
==================
The Board received an update from the Chair on planning for the upcoming Board
retreat.
9. Executive Session â Board Only
==================================
The Board conducted an executive session without staff present, in confidence.
The meeting adjourned at approximately 05.30 UTC.