[council] Board resolutions from ICANN Board meeting of 20 Dec 2012
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- Subject: [council] Board resolutions from ICANN Board meeting of 20 Dec 2012
- From: Bruce Tonkin <Bruce.Tonkin@xxxxxxxxxxxxxxxxxx>
- Date: Sun, 23 Dec 2012 12:29:08 +0000
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- Thread-topic: Board resolutions from ICANN Board meeting of 20 Dec 2012
See below for the resolutions from the ICANN Board meeting on 20 Dec 2012.
Key resolutions that may be of interest to the GNSO include:
- approval of Buenos Aires, Argentina as the location of the meeting from
17-21 November 2013
- approval of GNSO policy recommendations for Inter-Registrar Transfer
Procedure Part C
- approval of changes to the by-laws to align all Board director terms with AGM
(note this means that seat #13 currently held by me will have its term extended
to the AGM in 2013 - and will then be aligned with AGMs thereafter - I
abstained from voting on this aspect of the resolution. Note also that there
is no changes to the dates when elections must be held to appoint people to the
- approval of changes to the reconsideration process and independent review
tribunal as recommended by the Accountability Structures Expert Panel (ASEP)
- approval of 2014 ICANN Meetings in Singapore and London (England)
- approval of investment policy to preserve the new gTLD application fees as
part of the new gTLD process
Approved Board Resolutions | Special Meeting of the ICANN Board
20 December 2012
1. Consent Agenda:
a. Approval of Board Meeting Minutes
Resolved (2012.12.20.01), the Board approves the minutes of the 13 October 2012
Regular Meeting of the ICANN Board.
Resolved (2012.12.20.02), the Board approves the minutes of the 18 October 2012
Regular Meeting of the ICANN Board.
Resolved (2012.12.20.03), the Board approves the minutes of the 18 October 2012
Organizational Meeting of the ICANN Board.
Resolved (2012.12.20.04), the Board approves the minutes of the 8 November 2012
Special Meeting of the ICANN Board.
b. SSAC Thank You to Departing Members
Whereas, Frederico Neves was appointed to the ICANN Security and Stability
Advisory Committee on 17 May 2002 and reappointed on 10 August 2010 for a
2-year term ending on 31 December 2012.
Whereas, ICANN wishes to acknowledge and thank Frederico Neves for his service
to the community by his membership on the Security and Stability Advisory
Whereas, Rick Wilhelm was appointed to the ICANN Security and Stability
Advisory Committee on 26 June 2009 and reappointed on 10 August 2010 for a
2-year term ending on 31 December 2012.
Whereas, ICANN wishes to acknowledge and thank Rick Wilhelm for his service to
the community by his membership on the Security and Stability Advisory
Resolved (2012.12.20.05), Rick Wilhelm has earned the deep appreciation of the
Board for his service to ICANN by his membership on the Security and Stability
Advisory Committee, and that the Board wishes Mr. Wilhelm well in all future
Resolved (2012.12.20.06), Frederico Neves has earned the deep appreciation of
the Board for his service to ICANN by his membership on the Security and
Stability Advisory Committee, and that the Board wishes Mr. Neves well in all
c. SSAC Member Reappointments
Whereas, Article XI, Section 2, Subsection 2 of the Bylaws governs the Security
and Stability Advisory Committee (SSAC).
Whereas, the Board, at Resolution 2010.08.05.07 approved Bylaws revisions that
create three-year terms for SSAC members, require staggering of terms, and
obligate the SSAC chair to recommend the reappointment of all current SSAC
members to full or partial terms to implement the Bylaws revisions.
Whereas, the Board, at Resolution 2010.08.05.08 appointed SSAC members to terms
of one, two, and three years beginning on 01 January 2011 and ending on 31
December 2011, 31 December 2012, and 31 December 2013.
Whereas, in July 2011 the SSAC Membership Committee initiated an annual review
of SSAC members whose terms are ending 31 December 2012 and submitted to the
SSAC its recommendations for reappointments.
Whereas, on 12 October 2012, the SSAC members approved the reappointments.
Whereas, the SSAC recommends that the Board reappoint the following SSAC
members to three-year terms: Alain Aina, Jaap Akkerhuis, Patrik Fältström, Jim
Galvin, Doug Maughan, Ram Mohan, Doron Shikmoni, Rick Wesson, and Suzanne Woolf.
Resolved (2012.12.20.07), the Board accepts the recommendation of the SSAC and
reappoints the following SSAC members to three-year terms beginning 01 January
2013 and ending 31 December 2015: Alain Aina, Jaap Akkerhuis, Patrik Fältström,
Jim Galvin, Doug Maughan, Ram Mohan, Doron Shikmoni, Rick Wesson, and Suzanne
d. Root Server System Advisory Committee (RSSAC) Bylaws Amendments
Posting for Public Comment
Whereas, in Resolution 2011.01.25.10, the Board approved the RSSAC review final
report implementation steps and instructed the Structural Improvements
Committee (SIC), in coordination with staff, to provide the Board with a final
implementation plan to address the RSSAC review final recommendations and
Whereas, in July and August 2012, a working group of RSSAC and SIC members was
formed to draft a revised RSSAC charter in order to meet the requirements of
the final RSSAC review recommendations. The RSSAC Charter is set forth within
the ICANN Bylaws at Article XI, Section 2.3.
Whereas, on 4 December 2012, the SIC reviewed the proposed Bylaws revisions and
recommended that the suggested changes to Article XI, Section 2.3 be posted for
Resolved (2012.12.20.08), the Board directs the ICANN President and CEO to post
for public comment the proposed changes to Article XI, Section 2.3 of the ICANN
Bylaws that are necessary to modify the charter for the RSSAC in line with the
recommendations arising out of the organizational review of the RSSAC.
e. Location of November 2013 ICANN Public Meeting 48
Whereas, ICANN intends to hold its third Meeting for 2013 in the Latin
America/Caribbean region as per its policy,
Whereas, no viable proposals to serve as host for the ICANN 2013 Latin
America/Caribbean Meeting were received.
Whereas, ICANN staff performed a thorough search to identify available
facilities in Latin America/Caribbean that meet the Meeting Selection Criteria.
Whereas, the Board Finance Committee reviewed and recommended the budget for
the ICANN 2013 Latin America/Caribbean Meeting as proposed.
Whereas the Board Public Participation Committee reviewed the staff proposal
and supports the proposition for the location of the ICANN 2013 Latin
Resolved (2012.12.20.09), the Board accepts the proposal of the staff, and
approves that the ICANN 2013 Latin America/Caribbean Meeting shall be held in
Buenos Aires, Argentina from 17-21 November 2013, with a budget not to exceed
US$2.37M, and that the Buenos Aires meeting be designated as ICANN's 2013
Annual General Meeting.
2. Main Agenda:
a. GNSO Council Recommendations IRTP Part C
Whereas on 22 September 2011, the GNSO Council launched a Policy Development
Process (PDP) on the Inter-Registrar Transfer Procedure Part C (IRTP Part C)
addressing three charter questions, set forth at
Whereas the PDP followed the prescribed PDP steps as stated in the Bylaws,
resulting in a Final Report delivered on 9 October 2012;
Whereas the IRTP Part C Working Group (WG) reached full consensus on the
recommendations in relation to each of the three issues outlined in the Charter;
Whereas the GNSO Council reviewed, and discussed the recommendations of the
IRTP Part C WG, and adopted the Recommendations on 17 October 2012 by a
unanimous vote (see: http://gnso.icann.org/en/resolutions#20121017-4);
Whereas the GNSO Council vote met and exceeded the required supermajority
voting threshold to impose new obligations on ICANN contracted parties.
Whereas after the GNSO Council vote, a public comment period was held on the
approved recommendations, and the comments have been summarized and considered
Resolved (2012.20.12.10) the Board adopts the GNSO Council Policy
Recommendations amending the Inter-Registrar Transfer Policy set forth at
Resolved (2012.20.12.11) the CEO is to develop and complete an implementation
plan for these Recommendations and continue communication with the community on
b. Board Term Alignment
Whereas, there are currently two induction periods to the ICANN Board each
year, one at or around the Mid-Year Meeting for members appointed by the
Supporting Organizations and the At-Large Community, and the other at the
conclusion of the Annual General Meeting for members selected by the Nominating
Whereas, the ICANN Board has long considered the issue of timing of Board
member transition one of Board effectiveness, as each transition period raises
the obligation to consider changes to Board committee composition, as well as
introduction of new members to Board processes.
Whereas, the Board Governance Committee (BGC) considered how Board terms could
be aligned to allow all Board members selected in any year to begin their terms
at the same time, while still preserving the ability for the NomCom to consider
the geographic diversity of the Board over the coming year.
Whereas, proposed revisions to the ICANN Bylaws were drafted to achieve
alignment of Board terms while preserving the ability for the NomCom to
consider the geographic diversity of the Board, and those Bylaws revisions were
posted for public comment and considered by the Board.
Resolved (2012.12.20.12), the Board approves the amendments to Article VI,
Section 8.1.d of the ICANN Bylaws as posted for public comment, addressing the
terms of Seats 9 and 12.
Resolved (2012.12.20.13), the Board approves the amendments to Article VI,
Section 8.1.e of the ICANN Bylaws as posted for public comment, addressing the
terms of Seats 10 and 13.
Resolved (2012.12.20.14), the Board approves the amendments to Article VI,
Section 8.1.f of the ICANN Bylaws as posted for public comment, addressing the
terms of Seats 11 and 14.
Resolved (2012.12.20.15), the Board approves the amendments to Article VI,
Section 8.1.g of the ICANN Bylaws as posted for public comment, addressing the
terms of Seat 15.
Resolved (2012.12.20.16) the Board directs the President and CEO and the
General Counsel and Secretary to take all necessary steps to inform the
Supporting Organizations and At-Large Community of the revised deadlines within
which they are required to complete selections for the Board of Directors.
c. Accountability Structures Expert Panel Recommendations
Whereas, the Accountability and Transparency Review Team's Recommendations 23
and 25 recommended that ICANN retain independent experts to review ICANN's
accountability structures and the historical work performed on those structures.
Whereas, under the guidance of the Board Governance Committee (BGC), ICANN
convened the Accountability Structures Expert Panel (ASEP), comprised of three
international experts on issues of corporate governance, accountability and
international dispute resolution.
Whereas, after research and review of ICANN's Reconsideration and Independent
Review processes, as well as multiple opportunities for public input, the ASEP
produced a report in October 2012.
Whereas, the report was posted for public comment, along with proposed Bylaws
revisions to address the recommendations within the report.
Whereas, after review and consideration of the public comment received,
including consideration by the ASEP, the Board has determined that it is
appropriate to proceed to implementation of the ASEP's recommendations.
Whereas, additional implementation work is required prior to launching ICANN's
revised Independent Review and Reconsideration processes as recommended by the
Resolved (2012.12.20.17) the Board accepts the report by Accountability
Structures Expert Panel issued in October 2012 in fulfillment of
Recommendations 23 and 25 of the Accountability and Transparency Review Team.
Resolved (2012.12.20.18), the Board approves the Bylaws amendments to Article
IV, Section 2 (Reconsideration) and Article VI, Section 3 (Independent Review)
as posted for public comment, with an effective date to be determined by the
Board after receiving a report from the President and CEO on the status of
Resolved (2012.12.20.19), the Board directs the President and CEO to develop
and execute implementation plans necessary to implement the ASEP
recommendations and report to the Board in Beijing on the status of the
implementation work, including a recommended effective date for the Bylaws. In
the event that, during implementation, the President and CEO determine that
issues raised during the public comment regarding the creation of a standing
panel for the IRP require modification to the Bylaws, those limited
modifications are to be provided to the Board for adoption prior to the
recommended effective date for the Bylaws revisions.
d. Proposal on the location of ICANN Meetings in 2014
Whereas, ICANN posted a Consolidated Meetings Strategy proposal for public
comment, and community comments did not evidence great support of the proposal;
Whereas, ICANN has committed to identifying ICANN Meeting locations two years
Whereas, ICANN intends to hold its 2014 Meetings in the Asia Pacific, Europe
and North America regions as per its policy;
Whereas, ICANN staff performed a thorough analysis of meeting venues in
Singapore and London to ensure they meet the Meeting Selection Criteria, and
will complete an assessment of available North America locations;
Resolved (2012.12.20.20), the Board directs the President and CEO to make the
necessary arrangements to conduct the 2014 ICANN Meetings in Singapore, London
(England) and a city to be identified in North America.
e. New gTLD Funds Investment Policy
Whereas, ICANN wants to take measures so that the new gTLD funds remain first
and foremost safeguarded and liquid during the period of implementation of the
Whereas, ICANN has solicited external advice to design an investment policy
that adheres to these objectives, while taking measures towards achieving a
Whereas, the Board Finance Committee has reviewed the New gTLD Funds Investment
Policy suggested, has met with the advisor (by phone), and has recommended to
the Board that the policy be adopted.
Resolved (2012.12.20.21), the Board adopts the New gTLD Funds Investment Policy.
3. Executive Session
a. Approval of Compensation Supplement for Akram Atallah's Service as ICANN's
President and CEO
Whereas, on 31 May 2012, the Board appointed Akram Atallah to serve as ICANN's
President and Chief Executive Officer ("CEO") until Fadi Chehadé was available
to take his seat as ICANN's President and CEO.
Whereas, Akram Atallah served as both ICANN's Chief Operating Officer ("COO")
and ICANN's President and CEO from 1 July 2012 through 13 September 2012.
Whereas, when the Board appointed Akram Atallah to serve as ICANN's President
and CEO, the Board agreed that rather than increase Mr. Atallah's base salaray,
they would pay him a compensation supplement for his service.
Whereas, as a not for profit California public benefit corporation that is
exempt from Federal income taxes because it is an organization described in §
501(c)(3) of the Internal Revenue Code of 1986, as amended, ICANN may not pay
more than "reasonable compensation" for services rendered to ICANN.
Whereas, when both Mr. Atallah and Mr. Chehadé were appointed as President and
CEO of ICANN, the Compensation Committee and the full Board sought advice from
independent professionals with appropriate expertise in compensation
arrangements for U.S.-based, non profit, tax-exempt organizations possessing a
global employee base.
Whereas, Towers Watson, an international consulting firm, assisted the
Compensation Committee and the full Board in compiling and analyzing
appropriate data as to comparability with respect to compensation for the
President and CEO position for ICANN, and recommended a reasonable salary and
at-risk compensation range for ICANN's President and CEO.
Whereas, both the Compensation Committee and the Board reviewed and considered
the comparable compensation data for officer-level positions like the President
and CEO position compiled by Towers Watson, as well as the Towers Watson
recommendations, which took into account size, geographic considerations,
international presence, complexity and other relevant factors.
Whereas, upon consideration of all information, including Towers Watson's
recommendations, the Board set an at-risk component for Mr. Chehadé's service
as President and CEO at $240,000 annually.
Whereas, Mr. Atallah served as both ICANN's COO and President and CEO for
approximately two and one half months, or 21 percent, of 2012 and did not
receive any base compensation during that time for his service as President and
Whereas, under ICANN's Articles of Incorporation and California law, the Board
is the authorized body of ICANN vested with the authority to determine whether
to pay Mr. Atallah a compensation supplement, and the amount of such a
compensation supplement, for his service as ICANN's President and CEO.
Whereas, in setting a compensation supplement for Mr. Atallah's service as
ICANN's President and CEO, the Board has followed the process set forth in U.S.
Treasury Regulation § 53.4958-6, which is intended to enable the Board to
establish the presumption that the compensation to be paid to Mr. Atallah for
his service as ICANN's President and CEO is reasonable compensation for Federal
income tax purposes.
Whereas, upon due inquiry of its members, the Board has concluded that no
member of the Board has a conflict of interest with respect to the compensation
supplement to be paid to Mr. Atallah for his service as ICANN's President and
Whereas, after consideration of all the relevant facts and circumstances,
including the data and recommendations provided by Towers Watson, the Board has
concluded that a compensation supplement of $45,000 for Mr. Atallah's service
as ICANN's President and CEO is reasonable.
Resolved (2012.12.20.22), as follows:
1. It was in the best interests of ICANN to appoint Akram Atallah as the
President and CEO of ICANN for a period of time before Fadi Chehadé was
available to take his seat as ICANN's President and CEO.
2. It is reasonable to pay to Akram Atallah a compensation supplement of
US$45,000 for his additional duties of his service as President and CEO from 1
July 2012 through 13 September 2012.
3. ICANN's President and CEO and its General Counsel are authorized to
facilitate payment of $45,000 to Akram Atallah for his service as ICANN's
President and CEO.