From: https://www.icann.org/resources/board-material/resolutions-2016-04-19-en Approved Board Resolutions | Special Meeting of the ICANN Board 19 Apr 2016 1. Consent Agenda: a. Thank you to the ICG Secretariat Resolved (2016.04.19.01), that the Board wishes to extend its thanks to ISOC SG for providing Secretariat support to the IANA Stewardship Transition Coordination Group (ICG), and in doing so played a role in contributing to the global multistakeholder community's development of the ICG proposals. Special thanks are extended to the entire Secretariat team for their service. b. Thank You to Fadi Chehadé for his service as President and Chief Executive Officer and member of the ICANN Board of Directors Whereas, Fadi Chehadé was elected by the ICANN Board as ICANN's President and Chief Executive Officer effective 14 September 2012. Whereas, Fadi concluded his term as President and Chief Executive Officer and member of the Board of Directors on 15 March 2016. Whereas, under Fadi's leadership ICANN made significant progress on strategic objectives, including affirming ICANN's purpose, ICANN's globalization, raising ICANN's level of operational excellence, and supporting the evolution of the multistakeholder model to a more effective tool to achieve stakeholder-led governance solutions. Whereas, the progress Fadi drove included the strengthening of ICANN's organizational functions to support the implementation of the New gTLD Program, leading to the introduction of the first new registries under this Program into the root zone of the DNS in February 2014. Whereas, during Fadi's term as the Chief Executive Officer, important steps were taken to bring ICANN to the world, globalizing the organization by creating ICANN's operational hubs in Singapore and Istanbul, Turkey as well as developing engagement centers across the globe. These steps toward globalization disperse ICANN's operational work across regions and time zones, and facilitates broader engagement with the global internet community. Whereas, Fadi led ICANN through its efforts to respond to National Telecommunications and Information Administration's (NTIA) announcement of its intention to transition the stewardship of the IANA functions to the global multistakeholder community. Under Fadi's leadership, ICANN supported both the global dialogue to develop a transition proposal, as well as the community's discussion on enhancing ICANN accountability, culminating with ICANN's 10 March 2016 delivery to NTIA the community drafted proposals on both of those items. Whereas, during his term as CEO, Fadi served as a member of the ICANN Board as well as a: ◾ Member of the Board Executive Committee ◾ Member of the New gTLD Program Committee Resolved (2016.04.19.02), Fadi has earned the deep appreciation of the Board for his term of service as President and CEO and a member of the Board of Directors, and the Board wishes Fadi well in all future endeavors. 2. Main Agenda: a. Discussion regarding draft new ICANN Bylaws – including ICANN Legal assessment of whether it is consistent with the proposals No resolution taken. b. Posting of Draft New ICANN Bylaws 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, a Bylaws Coordination Group was formed and in conjunction with 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 ("New Draft ICANN Bylaws") which set out the various proposed changes to the ICANN's current bylaws to give effect to the Transition Proposals. Whereas, ICANN's General Counsel has asserted that the proposed New Draft ICANN Bylaws is consistent with the Transition Proposals and recommends that they be posted for a public comment period, prior to the ICANN Board's formal consideration for approval. Whereas, the independent law firms are still finalizing their review of the New Draft ICANN Bylaws for consistency with the Transition Proposals, and if there are any material changes from the current draft prior to posting, ICANN's General Counsel will note such material changes to the ICANN Board, and will return to the ICANN Board if there are concerns raised with such changes prior to posting. Resolved (2016.04.19.03), the ICANN Board approves the posting of the New Draft ICANN Bylaws for public comment on the ICANN website for a period of not less than 30 days, on 20 April 2016 or as soon thereafter as reasonably practicable. Rationale for Resolution 2016.04.19.03 The posting for public comment of these proposed Bylaws is the next required step towards planning for the implementation of the Transition Proposals. NTIA has stated that it needs to see that changes to the Bylaws have been adopted sufficient to implement the Transition Proposals before NTIA can complete its review of the Transition Proposals. Understanding that NTIA's review is likely to take approximately 90 days from the 10 March 2016 transmission of the Transition Proposals, the proposed Bylaws must be posted for comment now in order to support the global multistakeholder community's work towards a successful completion of the stewardship of the IANA functions. To meet this intensive timeline, the ICANN community, supported through the Bylaws Coordination Group as well as the CWG-Stewardship and the Cross-Community Working Group on Enhancing ICANN Accountability, have worked very closely with their selected independent counsel and ICANN's legal team to develop the New Draft ICANN Bylaws that are being approved for posting. The posting of these Bylaws changes for public comment is in line with ICANN's commitment to accountability and transparency. All public comments will be evaluated and presented to the Board for consideration and decision. There are no fiscal impacts in submitting this document for public comment. The fiscal impact of developing the Bylaws changes are significant. The posting of these proposed Bylaws changes is not anticipated to have any impact on the security, stability or resiliency of the DNS. This is an Organizational Administrative Function for which public comment is not required. c. AOB No resolution taken.