Hello All, See below for the resolutions from the ICANN Board meeting on 20 Dec 2012. Key resolutions that may be of interest to the GNSO include: - approval of Buenos Aires, Argentina as the location of the meeting from 17-21 November 2013 - approval of GNSO policy recommendations for Inter-Registrar Transfer Procedure Part C - approval of changes to the by-laws to align all Board director terms with AGM meetings (note this means that seat #13 currently held by me will have its term extended to the AGM in 2013 - and will then be aligned with AGMs thereafter - I abstained from voting on this aspect of the resolution. Note also that there is no changes to the dates when elections must be held to appoint people to the Board) - approval of changes to the reconsideration process and independent review tribunal as recommended by the Accountability Structures Expert Panel (ASEP) - approval of 2014 ICANN Meetings in Singapore and London (England) - approval of investment policy to preserve the new gTLD application fees as part of the new gTLD process Regards, Bruce Tonkin From: http://www.icann.org/en/groups/board/documents/resolutions-20dec12-en.htm Approved Board Resolutions | Special Meeting of the ICANN Board 20 December 2012 1. Consent Agenda: a. Approval of Board Meeting Minutes Resolved (2012.12.20.01), the Board approves the minutes of the 13 October 2012 Regular Meeting of the ICANN Board. Resolved (2012.12.20.02), the Board approves the minutes of the 18 October 2012 Regular Meeting of the ICANN Board. Resolved (2012.12.20.03), the Board approves the minutes of the 18 October 2012 Organizational Meeting of the ICANN Board. Resolved (2012.12.20.04), the Board approves the minutes of the 8 November 2012 Special Meeting of the ICANN Board. b. SSAC Thank You to Departing Members Whereas, Frederico Neves was appointed to the ICANN Security and Stability Advisory Committee on 17 May 2002 and reappointed on 10 August 2010 for a 2-year term ending on 31 December 2012. Whereas, ICANN wishes to acknowledge and thank Frederico Neves for his service to the community by his membership on the Security and Stability Advisory Committee. Whereas, Rick Wilhelm was appointed to the ICANN Security and Stability Advisory Committee on 26 June 2009 and reappointed on 10 August 2010 for a 2-year term ending on 31 December 2012. Whereas, ICANN wishes to acknowledge and thank Rick Wilhelm for his service to the community by his membership on the Security and Stability Advisory Committee. Resolved (2012.12.20.05), Rick Wilhelm has earned the deep appreciation of the Board for his service to ICANN by his membership on the Security and Stability Advisory Committee, and that the Board wishes Mr. Wilhelm well in all future endeavours. Resolved (2012.12.20.06), Frederico Neves has earned the deep appreciation of the Board for his service to ICANN by his membership on the Security and Stability Advisory Committee, and that the Board wishes Mr. Neves well in all future endeavours. c. SSAC Member Reappointments Whereas, Article XI, Section 2, Subsection 2 of the Bylaws governs the Security and Stability Advisory Committee (SSAC). Whereas, the Board, at Resolution 2010.08.05.07 approved Bylaws revisions that create three-year terms for SSAC members, require staggering of terms, and obligate the SSAC chair to recommend the reappointment of all current SSAC members to full or partial terms to implement the Bylaws revisions. Whereas, the Board, at Resolution 2010.08.05.08 appointed SSAC members to terms of one, two, and three years beginning on 01 January 2011 and ending on 31 December 2011, 31 December 2012, and 31 December 2013. Whereas, in July 2011 the SSAC Membership Committee initiated an annual review of SSAC members whose terms are ending 31 December 2012 and submitted to the SSAC its recommendations for reappointments. Whereas, on 12 October 2012, the SSAC members approved the reappointments. Whereas, the SSAC recommends that the Board reappoint the following SSAC members to three-year terms: Alain Aina, Jaap Akkerhuis, Patrik Fältström, Jim Galvin, Doug Maughan, Ram Mohan, Doron Shikmoni, Rick Wesson, and Suzanne Woolf. Resolved (2012.12.20.07), the Board accepts the recommendation of the SSAC and reappoints the following SSAC members to three-year terms beginning 01 January 2013 and ending 31 December 2015: Alain Aina, Jaap Akkerhuis, Patrik Fältström, Jim Galvin, Doug Maughan, Ram Mohan, Doron Shikmoni, Rick Wesson, and Suzanne Woolf. d. Root Server System Advisory Committee (RSSAC) Bylaws Amendments Posting for Public Comment Whereas, in Resolution 2011.01.25.10, the Board approved the RSSAC review final report implementation steps and instructed the Structural Improvements Committee (SIC), in coordination with staff, to provide the Board with a final implementation plan to address the RSSAC review final recommendations and conclusions. Whereas, in July and August 2012, a working group of RSSAC and SIC members was formed to draft a revised RSSAC charter in order to meet the requirements of the final RSSAC review recommendations. The RSSAC Charter is set forth within the ICANN Bylaws at Article XI, Section 2.3. Whereas, on 4 December 2012, the SIC reviewed the proposed Bylaws revisions and recommended that the suggested changes to Article XI, Section 2.3 be posted for public comment. Resolved (2012.12.20.08), the Board directs the ICANN President and CEO to post for public comment the proposed changes to Article XI, Section 2.3 of the ICANN Bylaws that are necessary to modify the charter for the RSSAC in line with the recommendations arising out of the organizational review of the RSSAC. e. Location of November 2013 ICANN Public Meeting 48 Whereas, ICANN intends to hold its third Meeting for 2013 in the Latin America/Caribbean region as per its policy, Whereas, no viable proposals to serve as host for the ICANN 2013 Latin America/Caribbean Meeting were received. Whereas, ICANN staff performed a thorough search to identify available facilities in Latin America/Caribbean that meet the Meeting Selection Criteria. Whereas, the Board Finance Committee reviewed and recommended the budget for the ICANN 2013 Latin America/Caribbean Meeting as proposed. Whereas the Board Public Participation Committee reviewed the staff proposal and supports the proposition for the location of the ICANN 2013 Latin America/Caribbean Meeting. Resolved (2012.12.20.09), the Board accepts the proposal of the staff, and approves that the ICANN 2013 Latin America/Caribbean Meeting shall be held in Buenos Aires, Argentina from 17-21 November 2013, with a budget not to exceed US$2.37M, and that the Buenos Aires meeting be designated as ICANN's 2013 Annual General Meeting. 2. Main Agenda: a. GNSO Council Recommendations IRTP Part C Whereas on 22 September 2011, the GNSO Council launched a Policy Development Process (PDP) on the Inter-Registrar Transfer Procedure Part C (IRTP Part C) addressing three charter questions, set forth at https://community.icann.org/display/gnsoirtppdpwg/3.+WG+Charter; Whereas the PDP followed the prescribed PDP steps as stated in the Bylaws, resulting in a Final Report delivered on 9 October 2012; Whereas the IRTP Part C Working Group (WG) reached full consensus on the recommendations in relation to each of the three issues outlined in the Charter; Whereas the GNSO Council reviewed, and discussed the recommendations of the IRTP Part C WG, and adopted the Recommendations on 17 October 2012 by a unanimous vote (see: http://gnso.icann.org/en/resolutions#20121017-4); Whereas the GNSO Council vote met and exceeded the required supermajority voting threshold to impose new obligations on ICANN contracted parties. Whereas after the GNSO Council vote, a public comment period was held on the approved recommendations, and the comments have been summarized and considered (http://www.icann.org/en/news/public-comment/irtp-c-recommendations-22oct12-e...). Resolved (2012.20.12.10) the Board adopts the GNSO Council Policy Recommendations amending the Inter-Registrar Transfer Policy set forth at http://www.icann.org/en/transfers/policy-en.htm. Resolved (2012.20.12.11) the CEO is to develop and complete an implementation plan for these Recommendations and continue communication with the community on such work. b. Board Term Alignment Whereas, there are currently two induction periods to the ICANN Board each year, one at or around the Mid-Year Meeting for members appointed by the Supporting Organizations and the At-Large Community, and the other at the conclusion of the Annual General Meeting for members selected by the Nominating Committee (NomCom). Whereas, the ICANN Board has long considered the issue of timing of Board member transition one of Board effectiveness, as each transition period raises the obligation to consider changes to Board committee composition, as well as introduction of new members to Board processes. Whereas, the Board Governance Committee (BGC) considered how Board terms could be aligned to allow all Board members selected in any year to begin their terms at the same time, while still preserving the ability for the NomCom to consider the geographic diversity of the Board over the coming year. Whereas, proposed revisions to the ICANN Bylaws were drafted to achieve alignment of Board terms while preserving the ability for the NomCom to consider the geographic diversity of the Board, and those Bylaws revisions were posted for public comment and considered by the Board. Resolved (2012.12.20.12), the Board approves the amendments to Article VI, Section 8.1.d of the ICANN Bylaws as posted for public comment, addressing the terms of Seats 9 and 12. Resolved (2012.12.20.13), the Board approves the amendments to Article VI, Section 8.1.e of the ICANN Bylaws as posted for public comment, addressing the terms of Seats 10 and 13. Resolved (2012.12.20.14), the Board approves the amendments to Article VI, Section 8.1.f of the ICANN Bylaws as posted for public comment, addressing the terms of Seats 11 and 14. Resolved (2012.12.20.15), the Board approves the amendments to Article VI, Section 8.1.g of the ICANN Bylaws as posted for public comment, addressing the terms of Seat 15. Resolved (2012.12.20.16) the Board directs the President and CEO and the General Counsel and Secretary to take all necessary steps to inform the Supporting Organizations and At-Large Community of the revised deadlines within which they are required to complete selections for the Board of Directors. c. Accountability Structures Expert Panel Recommendations Whereas, the Accountability and Transparency Review Team's Recommendations 23 and 25 recommended that ICANN retain independent experts to review ICANN's accountability structures and the historical work performed on those structures. Whereas, under the guidance of the Board Governance Committee (BGC), ICANN convened the Accountability Structures Expert Panel (ASEP), comprised of three international experts on issues of corporate governance, accountability and international dispute resolution. Whereas, after research and review of ICANN's Reconsideration and Independent Review processes, as well as multiple opportunities for public input, the ASEP produced a report in October 2012. Whereas, the report was posted for public comment, along with proposed Bylaws revisions to address the recommendations within the report. Whereas, after review and consideration of the public comment received, including consideration by the ASEP, the Board has determined that it is appropriate to proceed to implementation of the ASEP's recommendations. Whereas, additional implementation work is required prior to launching ICANN's revised Independent Review and Reconsideration processes as recommended by the ASEP. Resolved (2012.12.20.17) the Board accepts the report by Accountability Structures Expert Panel issued in October 2012 in fulfillment of Recommendations 23 and 25 of the Accountability and Transparency Review Team. Resolved (2012.12.20.18), the Board approves the Bylaws amendments to Article IV, Section 2 (Reconsideration) and Article VI, Section 3 (Independent Review) as posted for public comment, with an effective date to be determined by the Board after receiving a report from the President and CEO on the status of implementation. Resolved (2012.12.20.19), the Board directs the President and CEO to develop and execute implementation plans necessary to implement the ASEP recommendations and report to the Board in Beijing on the status of the implementation work, including a recommended effective date for the Bylaws. In the event that, during implementation, the President and CEO determine that issues raised during the public comment regarding the creation of a standing panel for the IRP require modification to the Bylaws, those limited modifications are to be provided to the Board for adoption prior to the recommended effective date for the Bylaws revisions. d. Proposal on the location of ICANN Meetings in 2014 Whereas, ICANN posted a Consolidated Meetings Strategy proposal for public comment, and community comments did not evidence great support of the proposal; Whereas, ICANN has committed to identifying ICANN Meeting locations two years in advance; Whereas, ICANN intends to hold its 2014 Meetings in the Asia Pacific, Europe and North America regions as per its policy; Whereas, ICANN staff performed a thorough analysis of meeting venues in Singapore and London to ensure they meet the Meeting Selection Criteria, and will complete an assessment of available North America locations; Resolved (2012.12.20.20), the Board directs the President and CEO to make the necessary arrangements to conduct the 2014 ICANN Meetings in Singapore, London (England) and a city to be identified in North America. e. New gTLD Funds Investment Policy Whereas, ICANN wants to take measures so that the new gTLD funds remain first and foremost safeguarded and liquid during the period of implementation of the program. Whereas, ICANN has solicited external advice to design an investment policy that adheres to these objectives, while taking measures towards achieving a reasonable return. Whereas, the Board Finance Committee has reviewed the New gTLD Funds Investment Policy suggested, has met with the advisor (by phone), and has recommended to the Board that the policy be adopted. Resolved (2012.12.20.21), the Board adopts the New gTLD Funds Investment Policy. 3. Executive Session a. Approval of Compensation Supplement for Akram Atallah's Service as ICANN's President and CEO Whereas, on 31 May 2012, the Board appointed Akram Atallah to serve as ICANN's President and Chief Executive Officer ("CEO") until Fadi Chehadé was available to take his seat as ICANN's President and CEO. Whereas, Akram Atallah served as both ICANN's Chief Operating Officer ("COO") and ICANN's President and CEO from 1 July 2012 through 13 September 2012. Whereas, when the Board appointed Akram Atallah to serve as ICANN's President and CEO, the Board agreed that rather than increase Mr. Atallah's base salaray, they would pay him a compensation supplement for his service. Whereas, as a not for profit California public benefit corporation that is exempt from Federal income taxes because it is an organization described in § 501(c)(3) of the Internal Revenue Code of 1986, as amended, ICANN may not pay more than "reasonable compensation" for services rendered to ICANN. Whereas, when both Mr. Atallah and Mr. Chehadé were appointed as President and CEO of ICANN, the Compensation Committee and the full Board sought advice from independent professionals with appropriate expertise in compensation arrangements for U.S.-based, non profit, tax-exempt organizations possessing a global employee base. Whereas, Towers Watson, an international consulting firm, assisted the Compensation Committee and the full Board in compiling and analyzing appropriate data as to comparability with respect to compensation for the President and CEO position for ICANN, and recommended a reasonable salary and at-risk compensation range for ICANN's President and CEO. Whereas, both the Compensation Committee and the Board reviewed and considered the comparable compensation data for officer-level positions like the President and CEO position compiled by Towers Watson, as well as the Towers Watson recommendations, which took into account size, geographic considerations, international presence, complexity and other relevant factors. Whereas, upon consideration of all information, including Towers Watson's recommendations, the Board set an at-risk component for Mr. Chehadé's service as President and CEO at $240,000 annually. Whereas, Mr. Atallah served as both ICANN's COO and President and CEO for approximately two and one half months, or 21 percent, of 2012 and did not receive any base compensation during that time for his service as President and CEO. Whereas, under ICANN's Articles of Incorporation and California law, the Board is the authorized body of ICANN vested with the authority to determine whether to pay Mr. Atallah a compensation supplement, and the amount of such a compensation supplement, for his service as ICANN's President and CEO. Whereas, in setting a compensation supplement for Mr. Atallah's service as ICANN's President and CEO, the Board has followed the process set forth in U.S. Treasury Regulation § 53.4958-6, which is intended to enable the Board to establish the presumption that the compensation to be paid to Mr. Atallah for his service as ICANN's President and CEO is reasonable compensation for Federal income tax purposes. Whereas, upon due inquiry of its members, the Board has concluded that no member of the Board has a conflict of interest with respect to the compensation supplement to be paid to Mr. Atallah for his service as ICANN's President and CEO. Whereas, after consideration of all the relevant facts and circumstances, including the data and recommendations provided by Towers Watson, the Board has concluded that a compensation supplement of $45,000 for Mr. Atallah's service as ICANN's President and CEO is reasonable. Resolved (2012.12.20.22), as follows: 1. It was in the best interests of ICANN to appoint Akram Atallah as the President and CEO of ICANN for a period of time before Fadi Chehadé was available to take his seat as ICANN's President and CEO. 2. It is reasonable to pay to Akram Atallah a compensation supplement of US$45,000 for his additional duties of his service as President and CEO from 1 July 2012 through 13 September 2012. 3. ICANN's President and CEO and its General Counsel are authorized to facilitate payment of $45,000 to Akram Atallah for his service as ICANN's President and CEO.