From: https://www.icann.org/resources/board-material/resolutions-2016-05-27-en Approved Board Resolutions | Special Meeting of the ICANN Board 27 May 2016 1. Main Agenda: a. Approval of New ICANN Bylaws for IANA Stewardship Transition Rationale for Resolutions 2016.05.27.01 - 2016.05.27.04 b. Posting of Draft Restated ICANN Articles of Incorporation for Public Comment resulting from IANA Stewardship Transition Rationale for Resolution 2016.05.27.05 c. Service Level Agreement (SLA) with RIRs for the IANA Numbering Services Rationale for Resolution 2016.05.27.06 d. IETF MoU Supplemental Agreement Rationale for Resolution 2016.05.27.07 e. AOB - Reconfirming Board resolution on .HOTEL and .ECO IRP Declaration Rationale for Resolution 2016.05.27.08 1. Main Agenda: a. Approval of New ICANN Bylaws for IANA Stewardship Transition Whereas, on 14 March 2014, the National Telecommunications and Information Administration (NTIA) of the United States Department of Commerce announced its intention to transition the stewardship of the IANA Functions to the global multistakeholder community. Whereas, on 10 March 2016, Internet Corporation for Assigned Names and Numbers (ICANN) accepted and transmitted to the NTIA the following transition documents: (i) the IANA Stewardship Transition Coordination Group's IANA Stewardship Transition Proposal, and (ii) the Cross Community Working Group on Enhancing ICANN Accountability's Work Stream 1 Report (collectively, the "Transition Proposals"). Whereas, ICANN lawyers and the independent law firms hired to assist the community in the development of the Transition Proposals, worked diligently to create a new set of Bylaws setting out the various proposed changes to ICANN's current bylaws to give effect to the Transition Proposals. Their work was supported by a Bylaws Coordination Group, formed at the ICANN55 Meeting in Marrakech and comprised of community members from the various groups that contributed to the Transition Proposals. Whereas, the draft Bylaws were posted for public comment on 21 April 2016 for a period of 30 days. Upon the close of the comments, a detailed analysis of the comments was performed and modifications were made to the Bylaws in response to the public comments. ICANN coordinated with the independent law firms on the revisions. Whereas, ICANN's General Counsel has affirmed that the proposed New ICANN Bylaws remain consistent with the Transition Proposals and recommends that they be adopted to allow for implementation planning to continue. Whereas, the revisions to the Bylaws were shared with the Bylaws Coordination Group that was empowered to advise the legal drafting teams in advance of consideration by the Board. The Board then considered the inputs and reactions of the Bylaws Coordination Group as well as the public comment summary and analysis. Resolved (2016.05.27.01), the ICANN Board adopts the New ICANN Bylaws as revised on 26 May 2016 [PDF, 1.41 MB]. Resolved (2016.05.27.02), the New ICANN Bylaws will be deemed effective upon the expiration the IANA Functions Contract between ICANN and NTIA. The Board reaffirms its Resolution 2016.03.10.18, stating, "The Board is committed to working with the community to identify the portions of the CCWG-Accountability recommendations that can be implemented in the event that it is determined that ICANN's obligations to perform the IANA Functions will remain under contract with NTIA." Resolved (2016.05.27.03), the President and CEO, or his designee, is directed to plan for the implementation of the Bylaws so that ICANN is operationally ready to meet its obligations in the event NTIA approves of the IANA Stewardship Transition Proposal and the IANA Functions Contract expires. Resolved (2016.05.27.04), the Board approves of the transmittal of confirmation to NTIA of the adoption of these Bylaws. b. Posting of Draft Restated ICANN Articles of Incorporation for Public Comment resulting from IANA Stewardship Transition Whereas, on 14 March 2014, the National Telecommunications and Information Administration (NTIA) of the United States Department of Commerce announced its intention to transition the stewardship of the IANA Functions to the global multistakeholder community. Whereas, on 10 March 2016, Internet Corporation for Assigned Names and Numbers (ICANN) accepted and transmitted to the NTIA the following transition documents: (i) the IANA Stewardship Transition Coordination Group's IANA Stewardship Transition Proposal, and (ii) the Cross Community Working Group on Enhancing ICANN Accountability's Work Stream 1 Report (collectively, the "Transition Proposals"). Whereas, in addition to requiring changes to the Bylaws, the Transition Proposals also require ICANN's Articles of Incorporation to be modified. ICANN's lawyers, together with the independent law firms hired to assist the community in the development of the Transition Proposals, developed a draft Restated Articles of Incorporation that is agreed to be consistent with those Proposals. Resolved (2015.05.27.05), the ICANN Board approves the posting of the draft Restated Articles of Incorporation for public comment on the ICANN website as soon as reasonably practicable. c. Service Level Agreement (SLA) with RIRs for the IANA Numbering Services Whereas, on 10 March 2016, the Board approved a package of proposals to transition NTIA's stewardship of the IANA function to the global multistakeholder community (the "Proposal"). Whereas, the Proposal contains a requirement for a Service Level Agreement (SLA) between ICANN and the five Regional Internet Registries (RIRs) for the performance of the numbering services. Whereas, the Proposal contains eleven principles for the IANA Service Level Agreement. Whereas, the RIRs drafted the proposed SLA in accordance with the IANA Service Level Agreement principles in the Proposal following an open and transparent process, including public comment period of each version via the ianaxfer mailing list <https://www.nro.net/pipermail/ianaxfer>. The RIRs also had discussions and meetings with ICANN during the drafting process, and ICANN submitted written comments on various versions of the proposed SLA to the ianaxfer mailing list. Resolved (2016.05.27.06), the President and CEO, or his designee(s), is authorized to take such actions as appropriate to finalize and execute the Service Level Agreement with the Regional Internet Registries for the IANA Numbering Services as contemplated by the Proposal. d. IETF MoU Supplemental Agreement Whereas, on 10 March 2016, the Board approved a package of proposals to transition NTIA's stewardship of the IANA function to the global multistakeholder community (the "Proposal"). Whereas, the Proposal calls for ICANN to maintain its existing Memorandum of Understanding (MoU) with the Internet Engineering Task Force (IETF) for the performance of the protocol parameters functions, which has been in place since 2000. Each year a service level agreement is negotiated that supplements the MoU (the "MoU Supplemental Agreement"). Whereas, ICANN and the IETF have agreed to a final MoU Supplemental Agreement for 2016. Whereas, the 2016 IETF MoU Supplemental Agreement has been drafted in accordance with the IETF guidelines for contracted services. Resolved (2016.05.27.07), the President and CEO, or his designee(s), is authorized to take such actions as appropriate to finalize and execute the 2016 IETF MoU Supplemental Agreement with the IETF for the protocol parameters registries function as contemplated by the Proposal. e. AOB - Reconfirming Board resolution on .HOTEL and .ECO IRP Declaration Whereas, at its meeting on 10 March 2016, the Board passed the following resolution https://www.icann.org/resources/board-material/resolutions-2016-03-10-en#2.a, adopting findings found in the Final Declaration [PDF, 2.15 MB] issued on 12 February 2016, in the consolidated Independent Review Process (IRP) proceedings relating to .HOTEL and .ECO. The resolutions of that meeting have been confirmed as approved by the Secretary, as posted on the ICANN website. Whereas, members of the Board raised some concerns about the speed at which the resolution was passed, and wanted to ensure that the record on the Board's vote, and any voting statement that Board members would like to include, were clear and fully transparent. Resolved (2016.05.27.08), the Board hereby reaffirms the following resolution it passed on 10 March 2016: https://www.icann.org/resources/board-material/resolutions-2016-03-10-en#2.a.