From: https://www.icann.org/resources/board-material/resolutions-2016-08-09-en Approved Board Resolutions | Special Meeting of the ICANN Board 09 Aug 2016 1. Consent Agenda: a. Approval of Minutes Resolved (2016.08.09.01), the Board approves the minutes of the 25 June and 27 June 2016 Meetings of the ICANN Board. 2. Main Agenda: a. Root Zone Evolution Review Committee (RZERC) Charter Whereas, ICANN developed the proposed Root Zone Evolution Review Committee (RZERC) charter in cooperation with the Implementation Oversight Task Force (IOTF) and the Cross Community Working Group on Naming Related Functions (CWG-Stewardship). Whereas, the proposed charter is consistent with the IANA Stewardship Transition Coordination Group (ICG) proposal that the Board approved and transmitted to the National Telecommunications and Information Administration (NTIA) on 10 March 2016. Whereas, ICANN commenced a public comment period from 30 June 2016 to 10 July 2016 <https://www.icann.org/public-comments/draft-rzerc-charter-2016-06-10-en> on the proposed charter <https://www.icann.org/en/system/files/files/draft-rzerc-charter-10jun16-en.p...> [PDF, 43 KB]. Whereas, the public comment forum on the proposed charter closed on 10 July 2016, with ICANN receiving seven comment submissions by both individuals and organizations/groups. Upon review of these comments, ICANN coordinated with the impacted parts of the ICANN community to address the concerns and revise the charter appropriately. Whereas, the RZERC charter calls for a representative from the ICANN Board to serve in the Committee. Resolved (2016.08.09.02), the Board approves the RZERC charter as revised in response to public comment, and the President and CEO, or his designee(s), is authorized to take such actions as appropriate to form the RZERC. Resolved (2016.08.09.03), the Board appoints Suzanne Woolf to serve on the RZERC. b. PTI Articles of Incorporation 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, (the "ICG Proposal") and (ii) the Cross Community Working Group on Enhancing ICANN Accountability's Work Stream 1 Report (collectively, the "Transition Proposals"). Whereas, the ICG Proposal included a requirement that ICANN develop an affiliate to perform the naming-related IANA functions under a contract with ICANN, PTI. The ICG Proposal required PTI to be a California Nonprofit Public Benefit Organization, and ICANN is to be the sole member of PTI. Whereas, ICANN lawyers worked diligently with the independent counsel to the Cross Community Working Group to Develop an IANA Stewardship Transition Proposal on Naming Related Functions ("CWG-Stewardship") to develop Articles of Incorporation for the new PTI. Those draft Articles were posted for public comment for a period of 30 days. Whereas, upon the close of the comment period, a detailed analysis of the comments was performed and modifications were made to the Articles in response to the public comments. ICANN coordinated with the independent law firm on the revisions. Whereas, ICANN's General Counsel has asserted that the proposed PTI Articles of Incorporation remain consistent with the Transition Proposals and recommends that ICANN proceed to forming the affiliate to allow for implementation planning to continue. Resolved (2016.08.09.04), the ICANN Board authorizes ICANN's CEO, or his designee, to proceed with the formation of PTI, including the filing of the proposed PTI Articles of Incorporation as revised after public comment. c. Root Zone Maintainer Agreement Whereas, the National Telecommunications and Information Agency (NTIA) officially requested that Verisign and ICANN work together to develop a proposal on how best to transition NTIA's administrative role associated with root zone management in a manner that maintains the security, stability, and resiliency of the Internet's domain name system in a 4 March 2015 letter to ICANN. Whereas, in August 2015, ICANN and Verisign submitted a proposal to NTIA in response to its request <https://www.ntia.doc.gov/files/ntia/publications/root_zone_administrator_pro...> [PDF, 247 KB]. The proposal outlines two parts, a parallel testing period of the of Root Zone Management Systems (RZMS) and a Root Zone Maintainer Agreement (RZMA) with Verisign for Verisign to continue performing the root zone maintainer function it performs today under the Cooperative Agreement with the Department of Commerce. Whereas, NTIA specified in a 9 June 2016 letter to ICANN that a finalized RZMA and successful completion of the parallel testing period are pre-conditions to the IANA Stewardship transition. Whereas, the completion of the RZMA is a requirement from the package of proposals that the Board approved on 10 March 2016 to transition NTIA's stewardship of the IANA function to the global multistakeholder community and, because the RZMA exceeds US$500,000 in total, requires that the Board approves to delegate signature authority to the CEO. Whereas, the parallel testing period of the RZMS successfully concluded on 6 July 2016 <https://www.icann.org/news/announcement-2016-07-14-en>. Whereas, ICANN and Verisign finalized negotiations on the terms of the proposed RZMA for Verisign to perform the root zone maintainer function, and published the proposed RZMA for a 30-day notice period as required by the IANA Stewardship Transition Coordination Group (ICG) proposal <https://www.icann.org/news/blog/root-zone-management-transition-update-prese...>. Whereas, the proposed RZMA contains provisions that incorporate relevant requirements from the Cross Community Working Group on Naming Related Functions (CWG-Stewardship). Whereas, the Board Finance Committee reviewed the financial aspects and implications of the RZMA and found (i) that the proposed costs of the contract were reasonable, (ii) that the procurement process had been respected, (iii) that the costs were affordable, and recommended approval by the Board as a result. Resolved (2016.08.09.05), the proposed RZMA is approved, and the President and CEO, or his designee(s), is authorized to take such actions as appropriate to finalize and execute the Agreement. d. ICANN Restated Articles of Incorporation 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 US National Telecommunications and Information Agency the following transition documents: (i) the IANA Stewardship Transition Coordination Group's IANA Stewardship Transition Proposal, (the "ICG Proposal") and (ii) the Cross Community Working Group on Enhancing ICANN Accountability's Work Stream 1 Report (collectively, the "Transition Proposals"). Whereas, the ICANN Articles of Incorporation need to be restated in order to align with the new ICANN Bylaws and for consistency with the Transition Proposals. Whereas, ICANN lawyers worked diligently with the independent counsel to the CCWG-Accountability to develop Restated Articles of Incorporation for ICANN. Those Restated Articles were posted for public comment for over 40 days. Whereas, upon the close of the comments, a detailed analysis of the comments was performed and modifications were made to the Articles in response to the public comments. ICANN coordinated with the independent law firms on the revisions. Whereas, ICANN's General Counsel has asserted that the proposed Restated ICANN Articles of Incorporation remain consistent with the Transition Proposals and recommends that the Board approve the amendment to ICANN's Articles and authorize ICANN to proceed to filing at the appropriate time. Resolved (2016.08.09.06), the ICANN Board approves the proposed amendments to ICANN's Articles of Incorporation, which shall be deemed effective upon the expiration the IANA Functions Contract between ICANN and NTIA. Resolved (2016.08.09.07), the ICANN Board authorizes ICANN's CEO, or his designee, to proceed with the filing of the Restated Articles of Incorporation once they are effective. e. GNSO Policy Recommendations on Privacy & Proxy Services Accreditation Whereas, on 31 October 2013, the GNSO Council approved the charter for a Working Group to conduct a Policy Development Process that had been requested by the ICANN Board concerning the accreditation by ICANN of privacy and proxy domain name registration service providers, as further described at http://gnso.icann.org/en/drafts/raa-pp-charter-22oct13-en.pdf [PDF, 463 KB]. Whereas, the PDP followed the prescribed PDP steps as stated in the ICANN Bylaws, resulting in a Final Report being delivered to the GNSO Council on 8 December 2015. Whereas, the Privacy & Proxy Services Accreditation Issues PDP Working Group (WG) reached Full Consensus on all its final recommendations (see http://gnso.icann.org/en/issues/raa/ppsai-final-07dec15-en.pdf [PDF, 1.24 MB]). Whereas, the GNSO Council reviewed and discussed the final recommendations of the Privacy & Proxy Services Accreditation Issues PDP WG, and adopted the recommendations on 21 January 2016 by a unanimous vote (see http://gnso.icann.org/en/council/resolutions - 201601.) Whereas, the GNSO Council vote exceeded the required voting threshold (i.e. supermajority) to impose new obligations on ICANN contracted parties. Whereas, in accordance with the ICANN Bylaws, a public comment period was opened on the approved recommendations to provide the community with a reasonable opportunity to comment on their adoption prior to action by the ICANN Board, and the comments received have been summarized and reported (see https://www.icann.org/en/system/files/files/report-comments-ppsai-recommenda... [PDF, 299 KB]). Whereas, the ICANN Bylaws provide that the Board is to request the GAC's opinion regarding "any policies that are being considered by the Board for adoption that substantially affect the operation of the Internet or third parties, including the imposition of any fees or charges" and "take duly into account any advice timely presented" as a result. Whereas, the Board notified the GAC of the publication of the GNSO's final recommendations for public comment on 19 February 2016 (see https://gacweb.icann.org/download/attachments/27492514/2016-02-19-Steve-Croc... [PDF, 819 KB]). Whereas, in its Marrakech Communiqué issued on 9 March 2016 the GAC advised the ICANN Board that it needed more time to consider potential public policy concerns relating to the adoption of the final PDP recommendations (see https://gacweb.icann.org/download/attachments/28278854/GAC Morocco 55 Communique FINAL.pdf?version=1&modificationDate=1458046221000&api=v2 [PDF, 567 KB]). Whereas, on 15 May 2016 the Board acknowledged receipt of the GNSO's PDP recommendations and resolved to consider them at its first meeting following ICANN56 to enable the GAC to provide timely advice, if any (see https://www.icann.org/resources/board-material/resolutions-2016-05-15-en - 2.a). Whereas, in its Helsinki Communiqué issued on 30 June 2016 the GAC advised the ICANN Board to direct that the GAC's concerns be effectively addressed to the greatest extent feasible by the Implementation Review Team that is to be convened to implement the adopted recommendations (see https://gacweb.icann.org/display/gacweb/Governmental+Advisory+Committee?prev... [PDF, 328 KB]). Resolved (2016.08.09.08), the Board hereby adopts all the final recommendations of the Privacy & Proxy Services Accreditation Issues PDP Working Group, as passed by a unanimous vote of the GNSO Council on 21 January 2016 ("Privacy/Proxy Policy Recommendations"). Resolved (2016.08.09.09), the Board directs the President and CEO, or his authorized designee, to develop and execute an implementation plan, including costs and timelines, for the Privacy/Proxy Policy Recommendations consistent with ICANN Bylaws Annex A and the Implementation Review Team Guidelines & Principles endorsed by the Board on 28 September 2015 (see https://www.icann.org/resources/board-material/resolutions-2015-09-28-en - 2.f), and to continue communication with the community on such work. In the event that policy issues arise in the course of implementation discussions, they should be referred back to the GNSO in accordance with the framework for implementation associated with GNSO policy recommendations, including the Implementation Review Team Guidelines & Principles. Resolved (2016.08.09.10), the Board acknowledges the GAC's advice from the Helsinki Communiqué regarding the Privacy/Proxy Policy Recommendations. The Board will consider the GAC's advice and provide input to the Implementation Review Team for consideration in implementation planning. f. Consideration of BGC Recommendation on Reconsideration Request 16-3 (.GAY) Item removed from agenda. g. Consideration of Dot Registry v. ICANN IRP Final Declaration Whereas, on 29 July 2016, an Independent Review Process (IRP) Panel (Panel) issued its Final Declaration in the IRP filed by Dot Registry, LLC (Dot Registry) against ICANN (Final Declaration). Whereas, the Panel majority declared that "the actions and inactions of the Board were inconsistent with ICANN's Articles of Incorporation and Bylaws" in that "the Board (acting through the BGC) failed to exercise due diligence and care in having a reasonable amount of facts in front of them and failed to fulfill its transparency obligations," and that the evidence before the Panel did not support a determination that the Board (acting through the BGC) exercised independent judgment in reaching the reconsideration decisions. (See Final Declaration, ¶¶ 151-152.) Whereas, the Panel majority further declared that "Dot Registry is the prevailing party" and that ICANN shall pay to Dot Registry US$235,294.37 "upon demonstration that these incurred costs have been paid in full." (Id. ¶ 154.) Whereas, "[t]he Panel majority decline[d] to substitute its judgment for the judgment of the CPE as to whether Dot Registry is entitled to Community priority." (Id. at ¶ 153.) Whereas, the Panel majority did not make any recommendations to the Board as to what, if any, subsequent action the Board should take in furtherance of the Final Declaration. Whereas, Dot Registry has stated in a letter to the Board, among other things, that its "90 page expert report" is "sufficient and compelling to assist the Board with determining that Dot Registry's applications should have passed CPE" and requesting that ICANN "proceed to contracting with Dot Registry for .INC, .LLC, and .LLP. (See https://www.icann.org/en/system/files/correspondence/jolles-to-icann-board-0... [PDF, 1.5 MB]). Whereas, the Panel considered and challenged the current standard of review employed by the BGC in reviewing Reconsideration Requests. Whereas, in accordance with Article IV, section 3.21 of ICANN's Bylaws, the Board has considered the Final Declaration. Resolved (2016.08.09.11), the Board accepts the findings of the Final Declaration that: (i) Dot Registry is the prevailing party in the Dot Registry, LLC v. ICANN IRP; and (ii) ICANN shall pay to Dot Registry US$235,294.37 upon demonstration that these incurred costs have been paid in full. Resolved (2016.08.09.12), the Board has noted the other findings in the Declaration and the findings regarding the Panel majority's statements with respect to the standard of review for Reconsideration Requests referenced above, and will consider next steps in relation to Dot Registry's Reconsideration Requests or the relevant new gTLDs before the Board takes any further action. Resolved (2016.08.09.13), in light of the recent letter received from Dot Registry and the factual inaccuracies that have been reported in online blogged reports, the Board directs the Secretary, or his designee(s), to post the Board briefing materials on this matter simultaneously with the resolutions. h. Consideration of Request for Cancellation of HOTEL Top-Level Domain S.a.r.l's (HTLD's) Application for .HOTEL Whereas, Travel Reservations SRL (formerly Despegar Online SRL), Famous Four Media Limited, Fegistry LLC, Minds + Machines Group Limited, Donuts Inc., and Radix FZC (collectively, .HOTEL Claimants) have requested that ICANN cancel HOTEL Top-Level Domain S.a.r.l's (HTLD's) application for .HOTEL. Whereas, the .HOTEL Claimants' request is premised on Dirk Krischenowski's apparent business connections to HTLD, coupled with his exploitation of the portal issue that allowed parties to access confidential information of various applicants for new gTLDs, including information of several of the .HOTEL Claimants. Whereas, ICANN's forensic investigation of the portal issue determined that Mr. Krischenowski's unauthorized access to confidential information did not occur until after HTLD submitted its application in 2012 and after HTLD elected to participate in CPE on 19 February 2014. Whereas, ICANN has not uncovered any evidence that: (i) the information Mr. Krischenowski may have obtained as a result of the portal issue was used to support HTLD's application for .HOTEL; or (ii) any information obtained by Mr. Krischenowski enabled HTLD's application to prevail in CPE. Resolved (2016.08.09.14), the Board concludes that cancellation of HTLD's application for .HOTEL is not warranted. Resolved (2016.08.09.15), the Board directs the President and CEO, or his designee(s), to move forward with processing HTLD's application for .HOTEL. 3. Executive Session - Confidential: a. Ombudsman FY16 At-Risk Compensation Whereas, the Compensation Committee recommended that the Board approve payment to the Ombudsman of his FY16 at-risk compensation. Resolved (2016.08.09.16), the Board hereby approves a payment to the Ombudsman of his FY16 at-risk compensation component. b. Officer Compensation Whereas, the attraction and retention of high caliber staff is essential to ICANN's operations and ICANN desires to ensure competitive compensation for staff. Whereas, independent market data provided by outside expert compensation consultants indicates that current and proposed increases to compensation amounts for the President, GDD, General Counsel & Secretary, CFO, COO, CIO, and SVP, Policy Development Support and General Manager, ICANN Regional Headquarters - Istanbul are within ICANN's target of the 50th to 75th percentile for total cash compensation based on comparable market data for the respective positions. Whereas, independent market data provided by outside expert compensation consultants indicates that current compensation for the CFO is below ICANN's target of the 50th to 75th percentile for total cash compensation based on comparable market data for the respective positions. Whereas, the compensation for the President, GDD, the General Counsel & Secretary, the CFO, and the SVP, Policy Development Support and General Manager, ICANN Regional Headquarters - Istanbul, has not been adjusted since an effective date of 1 July 2014. Whereas, the compensation adjustments for the COO and the CIO will establish better alignment with compensation review timeline of the other four Officers. Whereas, each Board member has confirmed that they are not conflicted with respect to compensation packages for any of ICANN's Officers. Resolved (2016.08.09.17), the Board grants the President and CEO the discretion to adjust the compensation for FY17, effective 1 July 2016, of: (i) Akram Atallah, President, GDD; (ii) John Jeffrey, General Counsel & Secretary; and (iii) David Olive, SVP, Policy Development Support and General Manager, ICANN Regional Headquarters - Istanbul, in accordance with the independent study on comparable compensation, subject to a limitation that their annual base salaries for FY17 shall not increase by more than 6% for from their current base salaries. Resolved (2016.08.09.18), the Board grants the President and CEO the discretion to adjust the compensation for FY17, effective 1 July 2016, of Xavier Calvez, the CFO, in accordance with the independent study on comparable compensation, subject to a limitation that his annual base salary for FY17 shall not increase by more than 10% from his current annual base salary. Resolved (2016.08.09.19), the Board grants the President and CEO the discretion to adjust the compensation for FY17, effective 1 July 2016, of Susanna Bennett, the COO, in accordance with the independent study on comparable compensation, subject to a limitation that her annual base salary for FY17 shall not increase by more than 3% from her current annual base salary. Resolved (2016.08.09.20), the Board grants the President and CEO the discretion to adjust the compensation for FY17, effective 1 July 2016, of Ashwin Rangan, the CIO, in accordance with the independent study on comparable compensation, subject to a limitation that his annual base salary for FY17 shall not increase by more than 5% from his current annual base salary. Published on 11 August 2016