[council] Board resolutions from the ICANN Board meeting held by teleconference on 19 April 2016

[Bruce Tonkin <Bruce.Tonkin@xxxxxxxxxxxxxxxxxx>]

From:    
https://www.icann.org/resources/board-material/resolutions-2016-04-19-en

Approved Board Resolutions | Special Meeting of the ICANN Board

19 Apr 2016


 1.  Consent Agenda:
 
a.  Thank you to the ICG Secretariat

Resolved (2016.04.19.01), that the Board wishes to extend its thanks to ISOC SG 
for providing Secretariat support to the IANA Stewardship Transition 
Coordination Group (ICG), and in doing so played a role in contributing to the 
global multistakeholder community's development of the ICG proposals.  Special 
thanks are extended to the entire Secretariat team for their service.

 
b. Thank You to Fadi Chehadé for his service as President and Chief Executive 
Officer and member of the ICANN Board of Directors

Whereas, Fadi Chehadé was elected by the ICANN Board as ICANN's President and 
Chief Executive Officer effective 14 September 2012.

Whereas, Fadi concluded his term as President and Chief Executive Officer and 
member of the Board of Directors on 15 March 2016.

Whereas, under Fadi's leadership ICANN made significant progress on strategic 
objectives, including affirming ICANN's purpose, ICANN's globalization, raising 
ICANN's level of operational excellence, and supporting the evolution of the 
multistakeholder model to a more effective tool to achieve stakeholder-led 
governance solutions.

Whereas, the progress Fadi drove included the strengthening of ICANN's 
organizational functions to support the implementation of the New gTLD Program, 
leading to the introduction of the first new registries under this Program into 
the root zone of the DNS in February 2014.

Whereas, during Fadi's term as the Chief Executive Officer, important steps 
were taken to bring ICANN to the world, globalizing the organization by 
creating ICANN's operational hubs in Singapore and Istanbul, Turkey as well as 
developing engagement centers across the globe. These steps toward 
globalization disperse ICANN's operational work across regions and time zones, 
and facilitates broader engagement with the global internet community.

Whereas, Fadi led ICANN through its efforts to respond to National 
Telecommunications and Information Administration's (NTIA) announcement of its 
intention to transition the stewardship of the IANA functions to the global 
multistakeholder community. Under Fadi's leadership, ICANN supported both the 
global dialogue to develop a transition proposal, as well as the community's 
discussion on enhancing ICANN accountability, culminating with ICANN's 10 March 
2016 delivery to NTIA the community drafted proposals on both of those items. 
  
Whereas, during his term as CEO, Fadi served as a member of the ICANN Board as 
well as a:

        ◾ Member of the Board Executive Committee

        ◾ Member of the New gTLD Program Committee

Resolved (2016.04.19.02), Fadi has earned the deep appreciation of the Board 
for his term of service as President and CEO and a member of the Board of 
Directors, and the Board wishes Fadi well in all future endeavors.


 
2.  Main Agenda:
 
a.  Discussion regarding draft new ICANN Bylaws – including ICANN Legal 
assessment of whether it is consistent with the proposals

No resolution taken.

 
b.  Posting of Draft New ICANN Bylaws for Public Comment resulting from IANA 
Stewardship Transition

Whereas, on 14 March 2014, the National Telecommunications and Information 
Administration (NTIA) of the United States Department of Commerce announced its 
intention to transition the stewardship of the IANA Functions to the global 
multistakeholder community.

Whereas, on 10 March 2016, Internet Corporation for Assigned Names and Numbers 
(ICANN) accepted and transmitted to the NTIA the following transition 
documents: (i) the IANA Stewardship Transition Coordination Group's IANA 
Stewardship Transition Proposal, and (ii) the Cross Community Working Group on 
Enhancing ICANN Accountability's Work Stream 1 Report (collectively, the 
"Transition Proposals").

Whereas, a Bylaws Coordination Group was formed and in conjunction with ICANN 
lawyers and the independent law firms hired to assist the community in the 
development of the Transition Proposals, worked diligently to create a new set 
of Bylaws ("New Draft ICANN Bylaws") which set out the various proposed changes 
to the ICANN's current bylaws to give effect to the Transition Proposals.

Whereas, ICANN's General Counsel has asserted that the proposed New Draft ICANN 
Bylaws is consistent with the Transition Proposals and recommends that they be 
posted for a public comment period, prior to the ICANN Board's formal 
consideration for approval.

Whereas, the independent law firms are still finalizing their review of the New 
Draft ICANN Bylaws for consistency with the Transition Proposals, and if there 
are any material changes from the current draft prior to posting, ICANN's 
General Counsel will note such material changes to the ICANN Board, and will 
return to the ICANN Board if there are concerns raised with such changes prior 
to posting.

Resolved (2016.04.19.03), the ICANN Board approves the posting of the New Draft 
ICANN Bylaws for public comment on the ICANN website for a period of not less 
than 30 days, on 20 April 2016 or as soon thereafter as reasonably practicable.
 

Rationale for Resolution 2016.04.19.03

The posting for public comment of these proposed Bylaws is the next required 
step towards planning for the implementation of the Transition Proposals. NTIA 
has stated that it needs to see that changes to the Bylaws have been adopted 
sufficient to implement the Transition Proposals before NTIA can complete its 
review of the Transition Proposals. Understanding that NTIA's review is likely 
to take approximately 90 days from the 10 March 2016 transmission of the 
Transition Proposals, the proposed Bylaws must be posted for comment now in 
order to support the global multistakeholder community's work towards a 
successful completion of the stewardship of the IANA functions.

To meet this intensive timeline, the ICANN community, supported through the 
Bylaws Coordination Group as well as the CWG-Stewardship and the 
Cross-Community Working Group on Enhancing ICANN Accountability, have worked 
very closely with their selected independent counsel and ICANN's legal team to 
develop the New Draft ICANN Bylaws that are being approved for posting.

The posting of these Bylaws changes for public comment is in line with ICANN's 
commitment to accountability and transparency. All public comments will be 
evaluated and presented to the Board for consideration and decision. There are 
no fiscal impacts in submitting this document for public comment. The fiscal 
impact of developing the Bylaws changes are significant. The posting of these 
proposed Bylaws changes is not anticipated to have any impact on the security, 
stability or resiliency of the DNS.

This is an Organizational Administrative Function for which public comment is 
not required.

 
c.  AOB

No resolution taken.