Hello All, Below are the preliminary notes from the ICANN Board meeting on 27 Aug 2009. Point of interest to the GNSO include: - location of the June 2010 meeting will be Brussels - Wolfgang Kleinwächter as the 2010 NomCom Chair - the Board approved the Bylaws amendments to allow new Council to be seated at the October 2009 ICANN meeting in Seoul (note the Board did not specify any need to be seated at the beginning of the week - to the new Council could be seated at the end of the week if that is what the GNSO decides) - the Board "acknowledges that amendments may be needed regarding the types of new Constituencies that may be created in the future within the Non-Contracted Parties House, and Board review of the overall Stakeholder Group and Constituency structure is needed in the future" - the Board also directed the Staff to "draft and post for public comment additional proposed Bylaws amendments as necessary to facilitate the continued transition to the new GNSO structures, processes and mechanisms, including but not limited to amendments limiting the types of new Constituencies that may be created in the future within the Non-Contracted Parties House." (note this picked up some of the discussion that has occurred on the GNSO Council list in the last couple of weeks around the concerns of the commercial stakeholder group on the formation of new constituencies) - the Board will "review the structures and operations of Stakeholder Groups and Constituencies in one year and every three years after that." (this picked up on the request from the non-commercial stakeholder group to review the charter after a year). - the Board decided not to go ahead with the recommendation of the Boston Consulting Group to reduce its size - the Board agreed in principle to "add one voting director appointed from the At Large Community to the ICANN Board of Directors, and removing the present ALAC Liaison to the Board" Regards, Bruce Tonkin From: http://www.icann.org/en/minutes/prelim-report-27aug09.htm Preliminary Report of the Special Board Meeting 27 August 2009 [Formal Minutes are still to be approved by the ICANN Board] Note: This has not been approved by the Board and does not constitute minutes but does provide a preliminary attempt setting forth the unapproved reporting of the resolutions from that meeting. Details on voting and abstentions will be provided in the Board's Minutes, when approved by the board at a future meeting. A Special Meeting of the ICANN Board of Directors was held via teleconference 27 August 2009 @ 03.00 UTC. Chairman Peter Dengate Thrush promptly called the meeting to order. In addition to Chairman Peter Dengate Thrush the following Directors participated in all or part of the meeting: Rod Beckstrom (President and CEO), Roberto Gaetano (Vice Chairman), Harald Tveit Alvestrand, Raimundo Beca, Steve Crocker, Steven Goldstein, Dennis Jennings, Raymond A. Plzak, Mike Silber, Jean-Jacques Subrenat, Bruce Tonkin, and Katim Touray. The following Board Liaisons participated in all or part of the meeting: Janis Karklins, GAC Liaison; Ram Mohan, SSAC Liaison; Thomas Narten, IETF Liaison; Thomas Roessler, TLG Liaison; Wendy Seltzer, ALAC Liaison; and Suzanne Woolf, RSSAC Liaison. Rita Rodin Johnston and Rajasekhar Ramaraj were not present for the meeting. This is a preliminary report of the approved resolutions resulting from the Special Meeting of the ICANN Board of Directors, which took place on 27 August 2009 A. Consent Agenda ================= ================= 1. Approval of Minutes from 30 July 2009 Special Board Meeting =============================================================== Resolved (2009.08.27.01), the Board hereby approves the minutes of the 30 July 2009 Board Meeting. 2. Approval of Minutes from 26 June 2009 Special Board Meeting – closed session on CEO Compensation and Agreement Structure ================================================= Resolved (2009.08.27.02), the Board hereby approves the minutes of the 26 June 2009 Closed Session Board Meeting. 3. From the Board Finance Committee – Transfer of $11 million US Dollars from working capital to a restricted reserve investment fund =========================================================================== Whereas, the ICANN Board adopted the Investment Policy in November 2007; Whereas the Board endorsed the ICANN Investment Policy and adopted minor amendments to the Investment Policy on 30 July 2009. Whereas, at its 14 July 2009 meeting the Board Finance Committee reviewed the plans to transfer $11 million from working capital to the Board restricted Reserve Fund in accordance with the policy requirements for the working capital level to be equivalent to three months of operating expenses Resolved (2009.08.27.03), that the Board approves the recommendation of the BFC that the CFO be directed to transfer $11 million from working capital to the Board restricted Reserve Fund 4. From the Board Governance Committee – Nominating Committee Chair Selection ============================================================================== Whereas the BGC is tasked each year with recommending to the Board a candidate to serve as the Nominating Committee (“NomCom”) Chair; Whereas the BGC called for expressions of interest from all who would be interested in serving as the 2010 NomCom Chair; Whereas the BGC considered and discussed all legitimate expressions of interest; and Whereas the BGC recommends that the Board appoint Wolfgang Kleinwächter as the 2010 NomCom Chair. Resolved (2009.08.27.04), that Wolfgang Kleinwächter is appointed as Chair of the 2010 NomCom, to serve until the conclusion of the ICANN annual meeting in 2010, or until the Chair's earlier resignation, removal, or other disqualification from service. 5. From the Board Public Participation Committee ================================================ a. ICANN Meetings Selection of Dates for 2011, 2012, 2013 ---------------------------------------------------------- ICANN MEETING DATES / GEOGRAPHIC ROTATION 2011 - 2013 2011 13-18 March 2011 No. 40 | North America (Tentative) 19-24 June 2011 No. 41 | Asia (Tentative) 23-28 October 2011 No. 42 | Africa (Tentative) 2012 11-16 March 2012 No. 43 | Latin America (Tentative) 24-29 June 2012 No. 44 | Europe (Tentative) 14-19 October 2012 No. 45 | North America (Tentative) 2013 07-12 April 2013 No. 46 | Asia (Tentative) 14-19 July 2013 No. 47 | Africa (Tentative) 17-22 November 2013 No. 48 | Latin America (Tentative) Whereas, ICANN intends to hold Meetings in 2011, 2012 and 2013 as per its policy; Whereas, the dates proposed in this paper were published for public comment for a period of 30 days ending 14 August 2009; Whereas, staff has completed a thorough review of the public comments received, and has used those comments to develop the scheduled dates of ICANN Meetings; Resolved (2009.08.27.05) that the Board accepts the dates of Meetings to be held in 2011, 2012 and 2013. b. Approval of Budget and Designation of location for the ICANN Meeting in June 2010 ------------------------------------------------------------------------------------- Whereas, ICANN intends to hold its second 2010 Meeting in the European region as per its policy; Whereas, the European Registry of Internet Domain Names (EURid) was one of the entities that submitted a viable proposal to serve as host for the 2010 European Meeting; Whereas, staff has completed a thorough review of the EURid proposal and finds it acceptable; Whereas, the Board Finance Committee will review and is expected to approve the budget for the ICANN 2010 European Meeting as proposed in this paper on August 17; Resolved (2009.08.27.06) that the Board accepts the EURid proposal and approves that the ICANN 2010 European Meeting shall be held in Brussels, Belgium from 21-25 June 2010, with a budget not to exceed US$2.094M. Resolutions 2009.08.27.01; 2009.08.27.02; 2009.08.27.03; 2009.08.27.04; 2009.08.27.05; and 2009.08.27.06 were approved in a single vote approving the consent agenda items. All Board Members present unanimously approved these resolutions. B. Regular Agenda ================= ================== 1. From the Board Governance Committee - Board/GAC Working Group – Selection of Co-Chair and Board Membership =========================================================================================== The Board discussed the process for identifying and recommending membership on working groups and identifying the leadership positions for the same. The Board then took the following action: Whereas on 26 June 2009, the Board resolved to establish a Board/GAC joint working group; Whereas the Board requested the BGC to nominate five Board members, one of whom to serve as cochair, to serve on the Board/GAC joint working group; Whereas the BGC has selected five Board members to serve as members of the Board/GAC joint working group and identified one of those five members as cochair of the working group; and Whereas the BGC agreed to recommend that the Board approve the BGC selections for the Board/GAC joint working group; Resolved (2009.08.27.07) that the Board members of the Board/GAC joint working group shall be Raimundo Beca, Ram Mohan, Raymond Plzak (cochair), Jean-Jacques Subrenat, and Katim Touray. Eleven of the Board members present approved of this resolution. Two of the Board members present abstained from voting. The resolution passed 2. Board Approval of the proposed Bylaws Amendments to enable the seating of the New GNSO Council in Seoul ========================================================================================== The Board received an update from Staff on the proposed Bylaws Amendments required to enable the seating of the New GNSO Council in Seoul, including a summary of the recent public comment forum and a description of how specific comments were addressed in the proposed Bylaws Amendments or recommended for future action in addressing those comments. The Board discussed this update, and discussed the insertion of a commitment to review the Stakeholder Group charters after 1 year, including a review of the continuing necessity of the constituency structures, and then took the following action: Whereas, the transition to a new GNSO Council requires Bylaws Amendments to reflect new GNSO structures, processes and mechanisms; Whereas, the GNSO community and ICANN Staff have developed specific Bylaws Amendments and recommendations to implement these changes and allow for the new GNSO Council to be seated at the October 2009 ICANN meeting in Seoul; Whereas, two separate comment forums were held to solicit public input and the Amendments pending for Board action incorporate several comments and Board guidance; Whereas, the Board acknowledges that amendments may be needed regarding the types of new Constituencies that may be created in the future within the Non-Contracted Parties House, and Board review of the overall Stakeholder Group and Constituency structure is needed in the future; Resolved (2009.08.27.08), the Board approves the complete package of Bylaws amendments proposed; Resolved Further (2009.08.27.09) that the Board directs the Staff to draft and post for public comment additional proposed Bylaws amendments as necessary to facilitate the continued transition to the new GNSO structures, processes and mechanisms, including but not limited to amendments limiting the types of new Constituencies that may be created in the future within the Non-Contracted Parties House. Resolved Further (2009.08.27.10) that the Board will review the structures and operations of Stakeholder Groups and Constituencies in one year and every three years after that. All Board Members in attendance unanimously approved of this resolution. 3. Assignment of Staff to Development of a Global Policy Proposal for "IANA Policy for Allocation of ASN Blocks to Regional Internet Registries" ===================================================================================== The Board discussed the Board's Review Procedures for Global Internet Number Resource Policies Forwarded for Ratification by the ASO Address Council in Accordance with the ASO MoU and then took the following action: Whereas, Article 1 of the Board's Review Procedures for Global Internet Number Resource Policies Forwarded for Ratification by the ASO Address Council in Accordance with the ASO MoU (Board's Review Procedures), states “When, in accordance with step 1 in the GlobalPolicy Development Process of the ASO MoU (Attachment A, article 1), ICANN staff liaising with the addressing community becomes aware of a global policy development within the scope of the ASO MoU, ICANN staff informs the ICANN Board of this development. The Board decides, as and when appropriate, that this development should be followed by ICANN staff and instructs the ICANN CEO to assign staff for this purpose. ICANN staff so assigned shall inform all ICANN Supporting Organizations and Advisory Committees, shall establish an ICANN web page to be kept up to date and shall compile a background report to be kept up to date on this global policy development. This background report shall be provided to the Board as requested.”; Whereas, ICANN staff has informed the Board that a Global Policy Proposal for "IANA Policy for Allocation of ASN Blocks to Regional Internet Registries", entailing a date change in the adopted Global Policy with identical name, has entered the first adoption steps within the individual RIRs as well as being recognized by the ASO Address Council as a valid Global Policy Proposal; and Whereas, the Global Policy Proposal for "IANA Policy for Allocation of ASN Blocks to Regional Internet Registries" is identified as a global policy development within the scope of the ASO MoU with ICANN. Resolved (2009.27.08.11) that the Board directs that the development of a Global Policy Proposal for "IANA Policy for Allocation of ASN Blocks to Regional Internet Registries" be followed by ICANN staff as set forth within the Board's Review Procedures and instructs the ICANN CEO to assign staff for this purpose. All Board members in attendance unanimously approved of this resolution. 4. Redelegation of .CV (Cape Verde) Domain =========================================== The Board discussed the proposed redelegation and the redelegation process. The Board then took the following action: Whereas, the .CV top‐level domain is the designated country‐code for Cape Verde. Whereas, ICANN has received a request for redelegation of .CV to the Cape Verde Agencia Nacional das Comunicacoes. Whereas, ICANN has reviewed the request, and has determined that the proposed redelegation would be in the best interest of the local and global Internet communities. Resolved (2009.27.08.12), that the proposed redelegation of the .CV domain to the Agencia Nacional das Comunicacoes is approved. All Board members in attendance unanimously approved of this resolution. 5. Discussion regarding Structural Improvements Committee's receipt of Board Review Working Group Recommendations ===================================================================================== a. Size of ICANN Board ---------------------- The Board received an update from Staff on the work of the Board review Working Group and the recommendation regarding a change to the size of the ICANN Board. The Board then took the following action: Whereas the Boston Consulting Group (BCG), the external consultants conducting the independent review of the Board of Directors, recommended that the size of the ICANN Board be reduced to increase effectiveness and efficiency; Whereas the Board Review Working Group (BRWC) has reached a final position relating to the BCG recommendation on the size of the Board and determined that the import of the issue required forwarding to the Structural Improvements Committee and Board prior to the issuance of a Final Report; Whereas the BRWG determined that a reduction of the size of the ICANN Board is not advisable at this time, as the intended effects of increasing effectiveness and efficiency are not likely to be met, and are based upon comparisons to corporate businesses which do not align with ICANN's mission and objectives; Whereas the BRWG recommends measures intended to increase the effectiveness and efficiency of the Board, including requesting the ICANN Board Governance Committee to define processes for the delegation of work from the Board to ICANN management, and inviting the ICANN CEO to investigate the Board/Staff interaction on matters to be considered by the Board and ways to reduce the workload of each. After these measures are implemented, the BRWG recommends a reconsideration of the BCG recommendation in three years time, to allow for assessment of the effects of the measures on increasing the effectiveness and efficiency of the Board; and Whereas at its 17 August 2009 meeting the SIC reviewed the recommendation of the BRWG and unanimously approved of favorably receiving the BRWG recommendation and forwarding to the Board for discussion and implementation. IT IS RESOLVED (2009.08.27.13) that the recommendation of the BRWG to not decrease the size of the Board of Directors at this time is approved. The Board directs the Board Governance Committee to provide clarification on possible delegation of work from the ICANN Board to management. The Board also invites the CEO to investigate Board/Staff interaction and ways to reduce the workload of the Board on issues intended for Board consideration. IT IS FURTHER RESOLVED (2009.08.27.14) that the feasibility of decreasing the size of the Board of Directors should be rediscussed in three years time, to allow an assessment of the effects of the several measures intended to increase the effectiveness and efficiency of the Board. All Board members in attendance unanimously approved of this resolution. b. Voting Director Appointed from the At Large ---------------------------------------------- The Board received an update from Staff regarding the Board review Working Group recommendation for the inclusion of a voting director appointed from the At Large. The Board discussed some potential implementation hurdles that must be resolved, though recognized that approving of the recommendation in principle would then allow for the planning of the implementation. The Board then took the following action: Whereas on 21 May 2009 the Board of Directors previously considered a recommendation from the Structural Improvements Committee (SIC) requesting approval in principle of the idea that voting directors should be appointed from the At Large, as recommended in the ALAC Review Working Group, and the Board requested the SIC to provide additional scenarios and recommendations for how such an addition of voting directors may be achieved; Whereas the SIC determined that this matter could be appropriately addressed within the ongoing work of the Board Review Working Group (BRWG), as it was already addressing issues related to the size of the Board; Whereas on 12 August 2009 the BRWG issued a recommendation to add one voting director to the Board appointed by the At Large community, in substitution of the present ALAC liaison to the Board, and voted to present this recommendation to the SIC and the Board prior to the presentation of the forthcoming BRWG Final Report; Whereas the recommendation issued by the BRWG was a compromise solution among the BRWG members; and Whereas the SIC reviewed the BRWG recommendation at its 17 August 2009 meeting and approved the receiving of this recommendation and forwarding of the recommendation to the Board for discussion and implementation. Resolved (2009.08.27.15) that the recommendation of the BRWG to add one voting director appointed from the At Large Community to the ICANN Board of Directors, and removing the present ALAC Liaison to the Board, is approved in principle for implementation. Staff is directed to identify all steps required to achieve the implementation of this principle, after issuing of the BRWG Final Report. All Board members present unanimously approved of this resolution. The Chair congratulated the Board in reaching this decision. 6. GNSO Council Restructuring Efforts Update ============================================== The Board received an update from Staff on the status of other efforts underway on the GNSO Council Restructuring process, including the ongoing work in the drafting work teams and Staff's communications with the proposed constituencies as directed by the Board at its 30 July 2009 meeting. 7. JPA Progress Report – CEO Briefing ===================================== A confidential discussion was held on the progress of the JPA discussions. 8. Other Business ================== The Board received an update from the Chair on planning for the upcoming Board retreat. 9. Executive Session – Board Only ================================== The Board conducted an executive session without staff present, in confidence. The meeting adjourned at approximately 05.30 UTC.