[council] Preliminary Report of ICANN Board meeting - 30 July 2009

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

Hello All,

Below are the minutes of the Board meeting held last week.

The key decisions with respect to the GNSO were:

- approval of GNSO Stakeholder group charters  (B 1 (a))

- approval of process for selecting ICANN Board seats 13 and 14 (B 1(b))
(note I abstained from the discussion and voting on that issue - although this 
is not stated in the preliminary minutes)

- approval of single 15-working-day document deadline before an ICANN meeting


No decision was made with respect to new constituencies or bylaw changes.


Regards,
Bruce Tonkin



From: http://www.icann.org/en/minutes/prelim-report-30jul09.htm 

Preliminary Report of Special Board Meeting

30 July 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 
30 July 2009 @ 19.00 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, Rita Rodin Johnston, 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. Rajasekhar Ramaraj was 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 30 July 2009 


A. Consent Agenda 


1. Board Finance Committee – Amended Investment Policy

Whereas, ICANN adopted its Investment Policy in November 2007. 

Whereas, the Board Finance Committee requested that an outside expert review 
the 

Investment Policy to ensure it is appropriate for ICANN. 

Whereas, the outside expert completed a review of the ICANN Investment Policy 
and concluded that overall the Investment Policy is consistent with best 
practices of other similar organizations. 

Whereas, the outside expert recommended that minor modifications of the 
Investment Policy be made to ensure that it is as strong as possible. 

It is hereby resolved (2009.30.07.01) that the Board endorses the ICANN 
Investment 
Policy and adopts the minor amendments to the Investment Policy. 


2. From the Board Governance Committee

a. BGC Recommendation for Adoption of revised Conflicts of Interest Policy

Whereas the Board adopted the current Conflicts of Interest Policy on 4 March 
1999; 

Whereas the Board Governance Committee (BGC) reviewed and revised the Conflict 
of Interest (COI) Policy; 

Whereas the COI Policy was posted for a 30 day public comment period; 

Whereas the BGC considered the public comments received and made a few 
additional revisions; and 

Whereas the BGC recommends that the Board adopt the revised COI Policy. 

It is hereby resolved (2009.30.07.02) that the revised Conflicts of Interest 
Policy is approved. 


b. Approval of Board Governance Committee Recommendation for Academia & 
Research Representative for 2010 Nominating Committee 

Whereas, Section I.I of the Board Governance Committee charter directs the 
committee to recommend to the Board a nominee for the Academia and Research 
representative on the Nominating Committee, 

Whereas, Professor Jan Gruntorád was selected and approved by the Board in July 
2008 as the Academia and Research representative on the Nominating Committee 
for 2009, 

Whereas, Professor Jan Gruntorád has agreed to serve as the Academia and 
Research representative on the Nominating Committee for 2010, 

Whereas, the Board Governance support this nomination and recommends that the 
Board select and approve Professor Jan Gruntorád as the Academia and Research 
representative on the Nominating Committee for 2010, 

Resolved (2009.30.07.03), the Board selects Professor Jan Gruntorád as the 
Academia and Research representative to the 2010 Nominating Committee. 


3. From the Structural Improvements Committee

a. Approval of Structural Improvements Committee Recommendation on Composition 
of the NomCom Review Working Group

Whereas Article IV of ICANN Bylaws, Section 4 calls for periodic reviews of the 
key structures of ICANN; 

Whereas the Structural Improvements Committee has the duty to oversight ICANN’s 
organizational review processes through the engagement of external reviewers, 
and is authorized to ‘Create and populate Working Groups for each of the 
Reviews’; 

Whereas the Structural Improvements Committee considers that the work of the 
previously established NomCom review Working Group needs updating as to produce 
a report for public consultation; 

Whereas the Structural Improvements Committee voted the following composition 
of the NomCom Review updating Working Group: Thomas Roessler (Chair), Alejandro 
Pisanty, Jonathan Cohen, Steve Goldstein; and all nominated Members accepted to 
serve in this role; 

Resolved (2009.30.07.04), the composition of the NomCom Review updating Working 
Group as voted by the Structural Improvements Committee is hereby approved. 


b. Structural Improvements Committee Recommendation to direct staff to publish 
a Request for Proposal for the hiring of an external consultant for the 
Organizational Review of the ccNSO 

Whereas Article IV of ICANN Bylaws, Section 4 states that ‘The Board shall 
cause a periodic review (…) of the performance and operation of each Supporting 
Organization, each Supporting Organization Council, each Advisory Committee 
(other than the Governmental Advisory Committee), and the Nominating Committee 
by an entity or entities independent of the organization under review’; 

Whereas the Structural Improvements Committee has unanimously approved and 
submitted to the Board for approval the draft Request for Proposal (RfP) of the 
first independent review of the ICANN’s Country Code Names Supporting 
Organization, containing Terms of Reference and Instructions to Bidders; 

Whereas the RfP was previously published for public comments for a period of 30 
days, as directed by the Board, and no comments were received; 

It is hereby resolved (2009.30.07.05) that the Request for Proposal (RfP) of 
the first independent review of the ICANN’s Country Code Names Supporting 
Organization is approved by the Board; 

It is hereby resolved (2009.30.07.06) that the Request for Proposal (RfP) of 
the first independent review of the ICANN’s Country Code Names Supporting 
Organization be posted and advertised for soliciting applications from 
independent consultants. 


c. Structural Improvements Committee Recommendation for Adoption of the Paper 
on the Systematization of Organizational Review Processes

Whereas Article IV of ICANN Bylaws, Section 4 calls for periodic reviews of the 
key structures of ICANN; 

Whereas the Structural Improvements Committee has the duty of ‘[r]eviewing, and 
suggesting changes as warranted to, ICANN’s policies and processes governing 
organizational review’; 

Whereas the Structural Improvements Committee, based on lessons learned during 
the present phase of the first cycle of organizational reviews of key 
structures of ICANN, has reviewed the present Organizational Review processes 
and considers that these processes can be rationalized in order to achieve 
greater effectiveness and efficiency while increasing the accountability and 
transparency of ICANN; 

Whereas, as directed by the Board, the attached paper entitled ‘Proposals for 
the Systematization of ICANN’s Organizational Review Processes’ was previously 
published for public comments for a period of 30 days and no comments were 
received suggesting changes to its terms; and 

Whereas, at its 15 July 2009 meeting, the Structural Improvements Committee has 
unanimously approved the adoption of the proposals outlined in the papers, and 
a recommendation to the Board to adopt the proposals and direct staff to move 
towards implementation. 

It is hereby resolved (2009.07.30.07) that the proposals set forth in the paper 
entitled ‘Proposals for the Systematization of ICANN’s Organizational Review 
Processes’ are adopted by ICANN. 


4. Review of Ombudsman Reports and Recommendations to the Board 

Whereas, the Ombudsman has made recommendations to the Board of Directors 
following certain investigations conducted by the Ombudsman; 

Whereas, the Board thanks the Ombudsman for his continuing service to ICANN; 

Whereas, the Board has reviewed the Ombudsman’s recommendations to the Board; 
and 

Whereas, the Board acknowledges that most of the Ombudsman’s recommendations 
have already been addressed. 

It is hereby resolved (2009.07.30. 08) that as soon as practicable, Staff shall 
provide the Ombudsman with Board approved responses to the Ombudsman’s 
outstanding recommendations. 

Resolutions 2009-07-30-01; 2009-07-30-02; 2009-07-30-03; 2009-07-30-04; 
2009-07-30-05; 2009-07-30-06; 2009-07-30-07; 2009-07-30-08 were approved in a 
single vote approving the consent agenda items. All Board Members present 
unanimously approved these resolution.



B. Regular Agenda 

B 1. From the Structural Improvements Committee regarding GNSO Improvements 

B 1(a) Stakeholder Group Charters 
=================================

The Board discussed the public comments received regarding the proposed 
Stakeholder Group Charter for the Non Commercial Stakeholder Group and the 
opposition raised by some of the members of the current Non Commercial Users 
Constituency, and discussed the need to clearly state that the period of time 
for which the transitional charter will remain in effect and that, upon 
reevaluation after the transitional period, the Board will reevaluate in full, 
including but not limited to the continued need for a constituency-based model. 
The Board received an update from Staff regarding the necessity for all 
proposed charters to be approved together to allow for the GNSO to move forward 
and seat the new council in Seoul.

The Board then took the following action:

Whereas, the Board determined at its May 2009 meeting that most of the New 
GNSO Stakeholder Group Charters required revisions to ensure equitable 
participation and representation by new Constituencies and alignment with the 
Board-approved GNSO Improvements Report; 

Whereas, the Board’s Structural Improvements Committee (SIC) developed, posted, 
and discussed with the community revised SG Charter documents; 

Whereas, the Staff has made further administrative and substantive edits to 
conform the documents with the SIC’s intention s, to address additional 
community comments and to resolve various, non-substantive typographical, form 
and style changes; 

It is RESOLVED (2009.30.07.09), the Board approves each of the Charters of the 
Registries Stakeholder Group, The Registrars Stakeholder Group, The 
Commercial Stakeholder Group and the Non-Commercial Stakeholder Group as 
revised by the Structural Improvements Committee (copies of which accompany 
this resolution). The Board also approves additional charter elements to ensure 
the Bylaws principles of transparency, openness, fairness and 
representativeness and each Stakeholder Group is further directed to 
incorporate those additional charter elements into its permanent charter 
document at its earliest opportunity. 

The Board will re-examine the Stakeholder Group structures and their operations 
in one year and, thereafter, every three years to assure adherence to the ICANN 
Bylaws principles. 

In view of this resolution, the Board directs the Staff to re-initiate its work 
with the GNSO Constituency leaders to complete any necessary additional work on 
the re-confirmation of their existing charters (consistent with the principles 
and elements adopted with respect to the Stakeholder Group Charters) so that 
the  Board can act on those documents at its September special meeting. 

Ten of the Board members present approved of this resolution. Three Board 
members opposed the resolution. The resolution passed. 

Another Board Member who was not present at the time of the vote but was 
present later in the meeting, also asked that her dissent and asked that it be 
placed on the record regarding the board’s role in making appointments. 


B 1(b) Board Seats 13&14 
==========================

The Board received an update on the compromise solution for the seating of 
Board Seats 13 and 14. The Board then took the following action:

Whereas, in June 2008, the Board formed a special working group (WG-GCR) to 
make specific recommendations regarding the restructuring of the GNSO Council. 

Whereas, as part of a comprehensive set of compromise recommendations the 
WG-GCR recommended that Board Seats #13 and #14 be selected in alternate 
elections by the Contracted Party House and the Non-contracted Party House of 
the GNSO Council. 

Whereas, the Board accords significant weight to the WG-GCR’s compromise 
recommendation in that it was formed through a thoroughly discussed and 
comprehensive community compromise. 

It is RESOLVED (2009.30.07.10); The Board approves the original recommendation 
of the WG-GCR with respect to the election of Board seats #13 and #14.  The 
Contract Party House of the GNSO Council will nominate candidates for Board 
Seat #13 and select a Board member candidate by a 60% majority of that voting 
house.  The Non-Contract Party House will nominate candidates for Board Seat 
#14 and select a Board member candidate by a 60% majority of that voting house. 
 There will be no other restriction on the nomination or election of those 
Board candidates. 

All Board members in attendance unanimously approved of this resolution. 


B 1 (c) New Constituencies 
==========================

The Board received an update from Staff on the four pending petitions to form 
new constituencies within the GNSO.  The Board then discussed that there are 
pending concerns with each petition, and received an update from the Structural 
Improvements Committee that it did not recommend the Board to take action on 
any of the petitions at this time, in favor of directing Staff to contact the 
prospective constituencies to inform of the issues within the petitions and 
allow for continued work prior to a Board decision.


B 1 (d) Changes to Bylaws 
=========================

The Board received an update that Staff is working on preparing a package of 
all proposed amendments to the Bylaws that are required to seat a new GNSO 
Council in Seoul and allow the Bylaws to remain internally consistent.


B 2 IDN ccTLD Fast Track Process 
================================

The Board received an update from Staff on the ongoing work on the IDN ccTLD 
Fast Track Process to keep on track for a launch of the process just after the 
Seoul meeting, including the institution of a pre-evaluation testing.  The 
Board also discussed concerns relating to the fee issues and potential conflict 
with the Government Advisory Committee and ccNSO positions.


B 3 New gTLDS – Remaining Open Issues 
===================================

The Board received an update from Staff on the progress made on the launch of 
the New gTLD process and the remaining open issues, including trademark 
protection, malicious use, root server scaling and economic studies. 


B 4 JPA Progress Report 
========================

A confidential discussion was held on the progress of the JPA discussions.


B 5 New CEO Progress Report 
===========================

The CEO made a statement to the Board regarding his first 30 days in service to 
the organization, thanked all for the support they’ve given in integrating him 
into the organization and educating him, and encouraging all to continue to 
work with the important issues ahead. 


B 6 Document Deadline Policy for ICANN International Meetings from Public 
Participation Committee 
========================================================================================

Whereas the Public Participation Committee (PPC) was charged at the May 2009 
Board meeting with producing and managing an operational policy for the 
publication of documents intended for use at ICANN’s international public 
meetings, starting with the Seoul meeting in October 2009;

Whereas the Committee has reviewed the document deadline temporary policy which 
was set up for the ICANN meeting in Sydney, and has held public and private 
meetings to discuss the impact and results of that policy;

Whereas the Committee remains aware that the introduction of a document 
deadline policy will have a significant impact on the organization and its 
pattern of work and so will need to be introduced with sensitivity and creative 
compromise;

It is hereby resolved (2009.07.30.11) that ICANN introduce a single 
15-working-day document deadline for all ICANN international public meetings, 
from this point forward. That deadline will include all documentation for that 
meeting, as well as meeting agendas.

It is also hereby resolved (2009.07.30.12) that an operational policy providing 
fuller details of the document deadline be published for public comment for a 
period of 30 days and that its implementation be monitored by the PPC, who 
should report back to the Board with any suggested refinements, as needed.

The Board conducted an executive session without staff present, in confidence.

The Meeting was adjourned at approximately,