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[council] Resolutions from the 30 April 2014 ICANN Board meeting in Pasadena, CA

  • To: "council@xxxxxxxxxxxxxx" <council@xxxxxxxxxxxxxx>
  • Subject: [council] Resolutions from the 30 April 2014 ICANN Board meeting in Pasadena, CA
  • From: Bruce Tonkin <Bruce.Tonkin@xxxxxxxxxxxxxxxxxx>
  • Date: Sun, 4 May 2014 22:48:05 +0000
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  • Thread-topic: Resolutions from the 30 April 2014 ICANN Board meeting in Pasadena, CA

Hello All,

From:  http://www.icann.org/en/groups/board/documents/resolutions-30apr14-en.htm

The main items of interest to the GNSO are:

- the Board is seeking public comment on a proposal to compensate non-voting 
liaisons to the Board as well as voting Board directors.   Liaisons are 
basically treated as full Board members in all matters except for the formal 
vote - they have an equal say on all discussions, and attend all the same 
meetings.  

- the Board asked for an external review of the level of compensation - Towers 
Watson recommended:
'Offer annual cash retainer of $40,000 - $45,000 for outside directors and 
continue $75,000 for the Chairman of the Board; allow directors to elect 
whether or not they would like to receive the retainer"

- the Board has approved $700,000 to fund for various SO/AC requests - see 
attached

- the Board has approved the GNSO Policy Recommendations on IGO-INGO 
Protections that do not conflict with GAC advice.   The Board will facilitate 
discussions among the relevant parties to reconcile any remaining differences 
between the policy recommendations and the GAC advice on the topic.   [Note the 
lists of what is approved and not approved - don't appear to be posted yet]

- the Board has approved some guidelines for how Board members should handle 
invitations to the various social events 

- the 1 July 2014 to 30 June 2015 budget won't be ready for approval at the 
ICANN meeting in London, but it will be posted for comment on 8 May 2014.


See below for the resolutions.   Note there is an extensive rationale for the 
GNSO Policy Recommendations on IGO-INGO Protections that is on the ICANn 
website at:  
http://www.icann.org/en/groups/board/documents/resolutions-30apr14-en.htm

Regards,
Bruce Tonkin



Approved Board Resolutions | Regular Meeting of the ICANN Board

30 April 2014



1. Consent Agenda 

        a.  Approval of Board Meeting Minutes

        b.  Board Member Training Plan 


2. Main Agenda 

        a.  GNSO Policy Recommendations on IGO-INGO Protections 

        b.  Review of Board Compensation 

        c.  SO/AC FY15 Additional Budget Requests 

        d.  Board Member Guidelines Regarding Invitations to Community Events 
and Accepting Gifts (to be discussed during Any Other Business) 

        e.AOB

                 i.FY15 Budget Approval Timing 




1.Consent Agenda:

a. Approval of Board Meeting Minutes

Resolved (2014.04.30.01), the Board approves the minutes of the 26 and 27 March 
2014 Meetings of the ICANN Board.


b. Board Member Training Plan

Whereas, the skills of Board members are critical to enable the ICANN Board to 
function effectively in the complex ICANN environment.

Whereas, Board members come from a diverse set of backgrounds and experiences.

Whereas, the Board is committed to the appropriate support for Board member 
training and development of Board member skills.

Whereas, the BGC recommends the development of a more formal and comprehensive 
Board Member Training Plan that will assist Board members in performing their 
duties as ICANN Board members, and thereby being more accountable in 
performance of those duties.

Whereas, the BGC recommends that the Board establish a documented ICANN Board 
Member Training Plan.

Resolved (2014.04.30.02), the Board approves the recommended Board Member 
Training Plan as found at 
http://www.icann.org/en/groups/board/documents/board-training-30apr14-en.pdf 




2.  Main Agenda:

a. GNSO Policy Recommendations on IGO-INGO Protections

Whereas, on 17 October 2012, the GNSO Council launched a Policy Development 
Process (PDP) on the Protection of IGO-INGO Identifiers in All gTLDs addressing 
the questions set forth in the PDP Working Group Charter at 
http://gnso.icann.org/en/issues/igo-ingo-charter-15nov12-en.pdf 

Whereas, the PDP followed the prescribed PDP steps as stated in the ICANN 
Bylaws and the GNSO PDP Manual, and resulted in a Final Report delivered to the 
GNSO Council on 10 November 2013 (see 
http://gnso.icann.org/issues/igo-ingo-final-10nov13-en.pdf  

Whereas, the Protection of IGO-INGO Identifiers in All gTLDs Working Group 
(IGO-INGO WG) reached consensus on twenty-five recommendations in relation to 
the issues outlined in its Charter;

Whereas, the GNSO Council adopted the consensus recommendations made by the 
IGO-INGO WG by a unanimous vote at its meeting on 20 November 2013 (see 
http://gnso.icann.org/en/council/resolutions#20131120-2 );

Whereas, the GNSO Council vote met and exceeded the required voting threshold 
established in the ICANN Bylaws to impose new obligations on certain ICANN 
contracted parties;

Whereas, after the requisite public comment period 
(http://www.icann.org/en/news/public-comment/igo-ingo-recommendations-27nov13-en.htm
 ), the GNSO Council sent the consensus recommendations to the ICANN Board in 
accordance with the ICANN Bylaws;

Whereas, on 7 February 2014, the Board 

        (i) acknowledged receipt of the GNSO recommendations, 

        (ii) requested additional time to consider the GNSO recommendations 
along with GAC advice on the same topic, and 

        (iii) directed the ICANN Board New gTLD Program Committee (NGPC) to 
develop a proposal for subsequent Board     consideration that would take into 
account both the GNSO recommendations and GAC advice (see    
http://www.icann.org/en/groups/board/documents/resolutions-07feb14-en.htm#2.a );

Whereas, the Board has engaged in dialogue with the ICANN community during the 
49th ICANN Public Meeting in Singapore in March 2014;

Whereas, Annex A, Section 10 of the ICANN Bylaws provides that "[u]pon a final 
decision of the Board adopting the policy, the Board shall, as appropriate, 
give authorization or direction to ICANN staff to work with the GNSO Council to 
create an implementation plan based upon the implementation recommendations 
identified in the Final Report, and to implement the policy."

Resolved (2014.04.30.03), the Board hereby adopts the GNSO Council's unanimous 
recommendations on the Protection of IGO-INGO Identifiers in All gTLDs set 
forth in Annex A attached hereto (which includes the GNSO recommendations that 
are not inconsistent with the GAC's advice).

Resolved (2014.04.30.04), the Board requests additional time to consider the 
GNSO Council's remaining unanimous recommendations on the Protection of 
IGO-INGO Identifiers in All gTLDs, as set forth in Annex B attached hereto, and 
will facilitate discussions among the relevant parties to reconcile any 
remaining differences between the policy recommendations and the GAC advice on 
the topic.

Resolved (2014.04.30.05), the Board directs the President and CEO, or his 
designee, to develop an implementation plan for the recommendations adopted 
herein pursuant to the ICANN Bylaws Annex A, Section 10 in consultation with 
the GNSO, and continue communication with the GAC and the community on such 
implementation.


b.  Review of Board Compensation

Whereas, when ICANN instituted compensation for all of its voting Board members 
for their services to ICANN, the Board committed to regularly review whether 
compensating those voting Board members was reasonable, and if so, what level 
of compensation is reasonable.

Whereas, ICANN is a nonprofit California public benefit corporation that is 
exempt from Federal income tax under §501(a) of the Internal Revenue Code of 
1986, as amended (the "Code") as an organization described in §501(c)(3) of the 
Code.

Whereas, ICANN may not pay voting Board members more than Reasonable 
Compensation as determined under the standards set forth in §53.4958-4(b) of 
the regulations issued under §4958 of the Code (the "Regulations").

Whereas, ICANN has taken all steps necessary, and to the extent possible, to 
establish a presumption of reasonableness in the level of voting Board member 
compensation.

Whereas, there are no barriers that would prohibit ICANN from offering 
compensation to ICANN's non-voting Board liaisons.

Resolved (2014.04.30.06), the Board hereby approves the posting for public 
comment the Towers Watson's April 2014 Report, as well as proposed Bylaws 
revisions that would allow for compensation of non-voting Board liaisons (with 
the exception of the Governmental Advisory Committee's (GAC) liaison to the 
Board). The Board will take all relevant public comments into consideration 
when evaluating whether or not to adopt Towers Watson's Recommendation as to 
the level of voting Board member compensation, and whether to offer such 
compensation to non-voting Board liaisons (except the GAC Liaison).



c.  SO/AC FY15 Additional Budget Requests

Whereas, discussions between the Community and the ICANN staff have identified 
the need for an early decision on the funding of SO/AC additional budget 
requests made by the ICANN Community.

Whereas, the staff created an SO/AC additional budget request process, to 
collect, review and submit such funding requests to the BFC for recommendation 
to the Board for approval.

Whereas, the ICANN Community submitted additional budget requests by the 
deadline, and were reviewed by a panel of staff members representing the 
Policy, Stakeholders Engagement and Finance personnel.

Whereas, the review panel recommended the approval of requests amounting up to 
$700,000.

Whereas the Board Finance Committee met on 25 April 2014 and 28 April 2014, 
reviewed the process followed and the staff's proposal, and determined to 
recommend that the Board approve the staff's and BFC's recommendations.

Resolved (2014.04.30.07), the Board approves committing funds during FY15 in 
the amount of up to $700,000 for the SO/AC additional budget requests as 
indicated in the attached list 
http://www.icann.org/en/about/financials/budget-requests-fy15-30apr14-en.pdf 




d.  Board Member Guidelines Regarding Invitations to Community Events and 
Accepting Gifts (to be discussed during Any Other Business)

Whereas, ICANN Board Members are expected to adhere to a high standard of 
ethical conduct and to act in accordance with ICANN's Mission and Core Values.

Whereas, ICANN Board Members are guided by the Board of Directors' Code of 
Conduct, Conflict of Interest Policy, ICANN Bylaws, Governance Guidelines, and 
applicable laws and policies.

Whereas, the Board Governance Committee ("BGC") has assessed the importance of 
an established set of guidelines relating to Board Members' acceptance of 
invitations to community events and gifts that are consistent with the 
guidelines set forth in the Board of Directors' Code of Conduct, Conflict of 
Interest Policy, ICANN Bylaws, Governance Guidelines, and applicable laws and 
policies.

Whereas, the BGC recommends that the Board adopt ICANN Board Member Guidelines 
Regarding Invitations to Community Events and Accepting Gifts.

Resolved (2014.04.30.08), the Board approves the recommended ICANN Board Member 
Guidelines Regarding Invitations to Community Events and Accepting Gifts as 
found at 
http://www.icann.org/en/groups/board/documents/board-guidelines-gifts-30apr14-en.pdf
  [PDF, 67 KB].



e.AOB

i.FY15 Budget Approval Timing

Whereas, the budget for fiscal year 2015 (FY15) was scheduled to be posted for 
public comment on 24 April 2014 and to close on 4 June 2014.

Whereas, the final FY15 Budget was intended to be considered for approval by 
the ICANN Board during the ICANN 50 London meeting in June 2014.

Whereas, among other things the announcement of the transition of NTIA's 
Stewardship of the IANA Functions affected the allocation of resources for the 
FY15 Budget to allow ICANN to prioritize the launching of transition work and, 
accordingly, additional time is needed to finalize the draft FY15 Budget, and 
to allow the Board Finance Committee (BFC) and staff sufficient interaction on 
the content of the draft FY15 Budget before posting for public comment.

Whereas, the draft FY15 Budget will now be posted for public comment from 8 May 
2014 through 1 July 2014.

Whereas, the second Accountability & Transparency Review Team (ATRT2) has 
recommended that the budget consultation process be improved by ensuring that 
sufficient time is allocated for the Board to take into account all input 
before approving the budget.

Whereas, the timing for the Board to consider and approve the FY15 Budget will 
be extended to after the ICANN London meeting, but by no later than the end of 
the first quarter of FY15 in order to adjust for the revised public comment 
schedule and to allow sufficient time for the Board to take into account all 
input before approving the FY15 Budget.

Whereas, the BFC has recommended that the Board pass the resolutions below.

Resolved (2014.04.30.09), the ICANN Board intends to approve the FY15 Budget 
after the London meeting and by no later than the end of the first quarter of 
FY15 (the end of September 2014).

Resolved (2014.04.30.10), for the period of time beginning on 1 July 2014 
through the date that the Board approves the FY15 Budget, the Board directs the 
President and CEO, and his designees, to operate ICANN in a manner consistent 
with the draft FY15 Budget that is to be posted for public comment from 8 May 
2014 through 1 July 2014.

Resolved (2014.04.30.11), the Board directs the President and CEO, or his 
designee(s), to draft a list of outstanding issues relating to the FY15 Budget 
approval during the London meeting, for later consideration by the BFC and the 
Board.

Resolved (2014.04.30.12), the Board directs the President and CEO, or his 
designee(s), to submit to the BFC and Board no later than ICANN's meeting 
scheduled for Los Angeles in October 2014, an updated budget process to be 
applied during the planning of FY16, which shall also include a plan for 
developing a multi-year forecast, which is to be designed as a result of broad 
input, including from the ICANN Community.




Published on 2 May 2014

Attachment: budget-requests-fy15-30apr14-en.pdf
Description: budget-requests-fy15-30apr14-en.pdf



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