[council] Resolutions from the Board meeting held on 1 Oct 2008

["Bruce Tonkin" <Bruce.Tonkin@xxxxxxxxxxxxxxxxxx>]

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.