See below from: http://www.icann.org/en/minutes/prelim-report-01oct08.htm Note there was a lot of discussion on the GNSO restructure and a fairly detailed resolution follows It mostly endorses the recommendations of the working group. Note also that the Board is seeking further input on the process for selecting Board seats: Ie: "The Board and General Counsel have outstanding questions about the WG-GCR recommendations regarding Board seat elections and directs Staff to share these with the community and seek additional input. " Regards, Bruce This is a preliminary report of the approved resolutions resulting from the Special Meeting of the ICANN Board of Directors, which took place on 1 October 2008. This has not been approved by the Board and does not constitute minutes but a preliminary attempt to capture the resolutions from that meeting. Details on voting and abstentions will be provided in the Board's Minutes. Minutes of 28 August 2008 It is, Resolved (2008-10-01-01) that the Minutes of the Special Board Meeting of 28 August 2008 are hereby approved. Director's Code of Conduct ========================== Whereas the members of ICANN's Board of Directors are committed to maintaining a high standard of ethical conduct; Whereas the Board Governance Committee developed a Board of Directors' Code of Conduct ("DCC") to provide the Board with guiding principles for conducting themselves in an ethical manner; Whereas the DCC was posted for public comment from 15 July 2008 through 29 August 2008; Whereas ICANN has received public comments from the Community (i.e. ICANN's Business Constituency, the International Trademark Association, and the Coalition for Online Accountability) and the Board Governance Committee has found merit in comments submitted; It is, Resolved (2008.10.01.02), the Board of Directors adopts the ICANN Director's Code of Conduct ("DCC"), and refers the DCC to the Board's Conflicts of Interest ("COI") Committee for implementation. Also, it is, Resolved (2008.10.01.03), the Board of Directors asks the COI Committee, as part of its implementation of the DCC, to review and consider public comments in extending the DCC's reach and in reviewing possible changes to the COI Policy. De-Accredited Registrar Transition Procedure ============================================= Whereas, Staff has implemented a Registrar Data Escrow program to protect registrants through the escrowing of certain registration data for use upon de-accreditation of an ICANN-accredited registrar; Whereas, Staff has developed a set of processes entitled the De-Accredited Registrar Transition Procedure in consultation with the ICANN community to facilitate timely transition of gTLD registrations upon de-accreditation of a registrar to another accredited registrar; Whereas, the De-Accredited Registrar Transition Procedure has been posted by ICANN for public comment and utilized by Staff on an interim basis; Whereas, the Board requested that the purpose of the procedure reflect the goal of enhancing the protection to the registrants and that any benefits from an auction would generally go to pay outstanding ICANN fees, with the remainder left for the de-accredited registrar where appropriate; It is hereby resolved (2008.10.01.04) that the Board adopts the De-Accredited Registrar Transition Procedure and further directs Staff to periodically re-evaluate its effectiveness as the registrar marketplace evolves and make modifications to the procedure as appropriate. Financial Approval of Contractor Agreement for Multiple Language Algorithms relating to New gTLD Program Implementation ======================================================================== ========== Whereas staff recommended the purchase of algorithm services as required as part of the FY09 Operating Plan and Budget; Whereas staff researched and investigated multiple options for algorithm service providers, performed due diligence, and identified SWORD as the preferred provider; Resolved (2008.10.01.05), the Board authorizes the CEO, COO and/or General Counsel to enter into an agreement for algorithm-related services with SWORD for up to US$700,000. GNSO Council Restructuring ========================== Whereas, during its 28 August 2008 meeting the Board made several important decisions regarding the new GNSO Council's structure, composition, and implementation timing. These decisions included the formation of four new Stakeholder Groups that comprise a new bicameral (two-house) voting structure that was recommended by the Working Group on GNSO Council Restructuring - the WG-GCR. Whereas, during its 30 September meeting the Board concluded consideration of the WG-GCR Report including its recommendations on Nominating Committee Appointees, election of Council leadership, election of Board seats #13 and #14, voting thresholds for various Council decisions, the role of individual Internet users and their representation within the GNSO, as well as the timing for the implementation of these elements and other key implementation issues. -- GNSO Restructuring -- (Membership and Leadership Selection:) It is, Resolved (2008.10.01.06), as recommended by the WG-GCR, the Board authorizes a third Council-level non-voting Nominating Committee Appointee to serve on the Council whose presence could preserve an independent aspect on the Council and could provide useful management support as the Council moves toward a working group management function. It is, Resolved (2008.10.01.07), the Board authorizes the GNSO Council to elect a Chair consistent with the recommendation of the WG-GCR - that the GNSO Chair be elected by a vote of 60% of both voting houses and each voting house has the flexibility to create a process for selecting its own Vice Chair. The Board directs the Council to develop a process for subsequent balloting, if needed, until a Council Chair is duly elected. This process should be developed before the first Chair election of the newly structured Council. It is, Resolved (2008.10.01.08), the Board and General Counsel have outstanding questions about the WG-GCR recommendations regarding Board seat elections and directs Staff to share these with the community and seek additional input. -- GNSO Restructuring -- (Operational/Voting Considerations:) It is, Resolved (2008.10.01.09), the Board adopts all voting thresholds proposed in the WG-GCR Report. The Board requests that the GNSO develop any additional voting thresholds or categories that may be needed as part of its proposed GNSO Improvements Implementation Plan to be submitted to the Board for approval. -- GNSO Restructuring -- (Stakeholder and Constituency Organizational Concerns:) It is, Resolved (2008.10.01.10), the Board acknowledges Staff's development of the "Notice of Intent" documentation for potential new constituencies and directs Staff to develop a formal petition and charter template that will assist applicants in satisfying the formative criteria (consistent with the ICANN Bylaws) to facilitate the Board's evaluation of petitions to form new constituencies. Staff also is directed to work with the existing GNSO constituencies to design and develop a streamlined process along with appropriate mechanisms that will assist with the Board's timely recognition and approval of existing constituencies. It is, Resolved (2008.10.01.11), the Board reinforces its support for the following principles pertaining to the formation of the new Stakeholder Groups, and requests that all constituency members and other relevant parties comply with the principles included in the BGC Working Group's GNSO Improvements Report approved by the Board in establishing the newly formed structures, including: - The need to better represent the wide variety of groups and individuals that compose the global ICANN community, in a structure that can change more easily with the gTLD environment and stakeholders. - The inclusion of new actors/participants, where applicable, and the expansion of constituencies within Stakeholder Groups, where applicable. It is, further Resolved (2008.10.01.12), that the Board further directs Staff to work with existing constituencies to develop a set of streamlined processes (along with appropriate templates, tools, or other mechanisms) that will assist in the formation of these new Stakeholder Groups and also facilitate the Board's subsequent review and approval of those structures. It is, Resolved (2008.10.01.13), the Board directs that plans for each of the four new Stakeholder Groups, that are consistent with the above principles, be submitted to the Board for consideration at the ICANN Mexico City Board meeting. The plans must be reviewed and approved by the Board before a newly structured GNSO Council is seated in June 2009. The Board will consider the need for interim action to fill Council seats in the event that it finds any Stakeholder Group plans to be deficient or delayed. -- GNSO Restructuring -- (The Role of Individual Internet Users in the GNSO:) It is, Resolved (2008.10.01.14), The Board requests additional community dialogue and input on the appropriate role and representation of individual Internet users, including individual commercial and non-commercial Internet users, in the GNSO. Input from the GNSO, the ALAC and At-Large community, and any relevant applicants for new constituencies, would be particularly helpful and should address the inclusion of registrants and individual users in the GNSO in a manner that compliments the ALAC and its supporting structures, and ensures that registrants' and individual Internet users' gTLD interests are effectively represented within the GNSO. -- GNSO Restructuring -- (Implementation Timing:) It is, Resolved (2008.10.01.15), the Board amends its previous implementation timetable and directs that the transition to a new bicameral GNSO Council voting structure take place over a phased implementation schedule that begins immediately and ends in June 2009 with the seating of the new Council. The implementation phases will be as follows: Phase 1 - GNSO Council restructuring implementation plan submitted in advance of the December 2008 Board Meeting; Phase 2 - Existing Constituencies submit confirmation documents to the Board for review in advance of the February 2009 Board Meeting; Phase 3 - Stakeholder Groups submit formal plans for Board approval for consideration at the ICANN Mexico City Board meeting; and Phase 4 - Stakeholder Groups with plans approved by the Board select Council representatives, and the newly structured GNSO Council is seated by the June 2009 Asia-Pacific ICANN Meeting. IT Equipment Purchase Financial Approval ======================================== Whereas the Board finance committee and staff recommend that the purchase of IT equipment is required as part of the FY09 Operating Plan and Budget, It is, Resolved (2008.10.01.16), that the Board approves the purchase and authorization for payment by the CFO of up to US$800,000 of IT equipment to a single specified vendor, as set out within documentation to the Board relating to such purchases. Approval of Board Governance Committee's Recommendation for ICANN Security and Stability Advisory Committee (SSAC) Review - Terms of Reference, Request for Proposals, and Working Group Charter Whereas the ICANN community has embarked on a series of reviews in accordance with its Bylaws and as part of its commitment to continuous improvement; Whereas the Board Governance Committee has formed the SSAC Review Working Group to oversee the review of the Security and Stability Advisory Committee; Whereas the Working Group has developed a Charter for its work; Whereas a Terms of Reference for the review of the Security and Stability Advisory Committee has been developed in consultation with the community; Whereas a Request for Proposal was developed by the SSAC Review Working Group in consultation with the SSAC to seek an independent reviewer to conduct a review based on this Terms of Reference; Whereas the SSAC Review Working Group has discussed these documents with the Board Governance Committee; Whereas the Board Governance Committee recommends that the Board approve these documents; It is, Resolved (2008.10.01.17), that the Board approves the Charter for the SSAC Review Working Group and the Terms of Reference and Request for Proposal for the SSAC Review. Approval of Board Governance Committee's Recommendation for ICANN's Root Server System Advisory Committee (RSSAC) Review Independent Review Contractor ======================================================================== ============ Whereas the ICANN community has embarked on a series of reviews as part of its commitment to continuous improvement; Whereas a Terms of Reference for the review of the Root Server System Advisory Committee has been developed in consultation with the community; Whereas a Request for Proposal was posted in July seeking an independent reviewer to conduct a review based on this Terms of Reference; Whereas the RSSAC review WG appointed by the Board has reviewed all the applications received to this RFP; Whereas the RSSAC Review WG has discussed its rationale and conclusions with the Board Governance Committee and the Board Governance Committee has recommended that the Board approve the appointment of Westlake Consulting; It is, Resolved (2008.10.01.18), that the Board approve the appointment of Westlake Consulting as the independent reviewer for the RSSAC Review. Single-Character Name Requests from DotCoop and dotMobi ======================================================== It is, Resolved (2008.10.01.18), the Board defers action on these proposals pending a more thorough review of the communications and results of the bottom-up process and efforts of the working group on allocation of Single-Character, Second Level-Domains (SC-SLDs) relating to the gTLD registries. Travel Expense Authorization for Board Members Appointed to the President's Strategy Committee ======================================================================== ============= Whereas the following Board members are also members of the President's Strategy Committee; Peter Dengate Thrush, Raimundo Beca, Jean-Jacques Subrenat; Whereas travel authorization is required to support these members' participation in planned outreach activities during the consultation process on Improving Institutional Confidence in ICANN, including to specified meetings in Montevideo (Raimundo Beca), Washington D.C. (Peter Dengate Thrush, Raimundo Beca, Jean-Jacques Subrenat), Brussels (Jean-Jacques Subrenat), expected forthcoming in Middle East region (two Board/PSC members TBA, post-Cairo meeting) and Addis Ababa (Afrinic meeting, Raimundo Beca); Whereas explicit authorization is required to approve travel support for these global outreach activities by Board members; It is, Resolved (2008.10.01.19), that the Board authorizes travel support for Board Members who are also members of the President's Strategy Committee to attend meetings and consultations during the FY08-09 'Improving Institutional Confidence' outreach process.