[council] Board resolutions from the ICANN Board meeting held on 27 May 2016

[Bruce Tonkin <Bruce.Tonkin@xxxxxxxxxxxxxxxxxx>]

From:  https://www.icann.org/resources/board-material/resolutions-2016-05-27-en

Approved Board Resolutions | Special Meeting of the ICANN Board

27 May 2016

1. Main Agenda:

 a. Approval of New ICANN Bylaws for IANA Stewardship Transition Rationale for 
Resolutions 2016.05.27.01 - 2016.05.27.04

b. Posting of Draft Restated ICANN Articles of Incorporation for Public Comment 
resulting from IANA Stewardship Transition Rationale for Resolution 
2016.05.27.05

c. Service Level Agreement (SLA) with RIRs for the IANA Numbering Services 
Rationale for Resolution 2016.05.27.06

d. IETF MoU Supplemental Agreement Rationale for Resolution 2016.05.27.07

e. AOB - Reconfirming Board resolution on .HOTEL and .ECO IRP Declaration 
Rationale for Resolution 2016.05.27.08



 
 
1. Main Agenda:
 
        a. Approval of New ICANN Bylaws for 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, 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 setting out the various proposed changes to ICANN's 
current bylaws to give effect to the Transition Proposals. Their work was 
supported by a Bylaws Coordination Group, formed at the ICANN55 Meeting in 
Marrakech and comprised of community members from the various groups that 
contributed to the Transition Proposals.

Whereas, the draft Bylaws were posted for public comment on 21 April 2016 for a 
period of 30 days. Upon the close of the comments, a detailed analysis of the 
comments was performed and modifications were made to the Bylaws in response to 
the public comments. ICANN coordinated with the independent law firms on the 
revisions.

Whereas, ICANN's General Counsel has affirmed that the proposed New ICANN 
Bylaws remain consistent with the Transition Proposals and recommends that they 
be adopted to allow for implementation planning to continue.

Whereas, the revisions to the Bylaws were shared with the Bylaws Coordination 
Group that was empowered to advise the legal drafting teams in advance of 
consideration by the Board. The Board then considered the inputs and reactions 
of the Bylaws Coordination Group as well as the public comment summary and 
analysis.

Resolved (2016.05.27.01), the ICANN Board adopts the New ICANN Bylaws as 
revised on 26 May 2016 [PDF, 1.41 MB].

Resolved (2016.05.27.02), the New ICANN Bylaws will be deemed effective upon 
the expiration the IANA Functions Contract between ICANN and NTIA. The Board 
reaffirms its Resolution 2016.03.10.18, stating, "The Board is committed to 
working with the community to identify the portions of the CCWG-Accountability 
recommendations that can be implemented in the event that it is determined that 
ICANN's obligations to perform the IANA Functions will remain under contract 
with NTIA."

Resolved (2016.05.27.03), the President and CEO, or his designee, is directed 
to plan for the implementation of the Bylaws so that ICANN is operationally 
ready to meet its obligations in the event NTIA approves of the IANA 
Stewardship Transition Proposal and the IANA Functions Contract expires. 

Resolved (2016.05.27.04), the Board approves of the transmittal of confirmation 
to NTIA of the adoption of these Bylaws.
 

 
        b. Posting of Draft Restated ICANN Articles of Incorporation 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, in addition to requiring changes to the Bylaws, the Transition 
Proposals also require ICANN's Articles of Incorporation to be modified. 
ICANN's lawyers, together with the independent law firms hired to assist the 
community in the development of the Transition Proposals, developed a draft 
Restated Articles of Incorporation that is agreed to be consistent with those 
Proposals.

Resolved (2015.05.27.05), the ICANN Board approves the posting of the draft 
Restated Articles of Incorporation for public comment on the ICANN website as 
soon as reasonably practicable.
 

 
        c. Service Level Agreement (SLA) with RIRs for the IANA Numbering 
Services

Whereas, on 10 March 2016, the Board approved a package of proposals to 
transition NTIA's stewardship of the IANA function to the global 
multistakeholder community (the "Proposal").

Whereas, the Proposal contains a requirement for a Service Level Agreement 
(SLA) between ICANN and the five Regional Internet Registries (RIRs) for the 
performance of the numbering services.

Whereas, the Proposal contains eleven principles for the IANA Service Level 
Agreement.

Whereas, the RIRs drafted the proposed SLA in accordance with the IANA Service 
Level Agreement principles in the Proposal following an open and transparent 
process, including public comment period of each version via the ianaxfer 
mailing list <https://www.nro.net/pipermail/ianaxfer>. The RIRs also had 
discussions and meetings with ICANN during the drafting process, and ICANN 
submitted written comments on various versions of the proposed SLA to the 
ianaxfer mailing list.

Resolved (2016.05.27.06), the President and CEO, or his designee(s), is 
authorized to take such actions as appropriate to finalize and execute the 
Service Level Agreement with the Regional Internet Registries for the IANA 
Numbering Services as contemplated by the Proposal.
 

 
        d. IETF MoU Supplemental Agreement

Whereas, on 10 March 2016, the Board approved a package of proposals to 
transition NTIA's stewardship of the IANA function to the global 
multistakeholder community (the "Proposal").

Whereas, the Proposal calls for ICANN to maintain its existing Memorandum of 
Understanding (MoU) with the Internet Engineering Task Force (IETF) for the 
performance of the protocol parameters functions, which has been in place since 
2000. Each year a service level agreement is negotiated that supplements the 
MoU (the "MoU Supplemental Agreement").

Whereas, ICANN and the IETF have agreed to a final MoU Supplemental Agreement 
for 2016.

Whereas, the 2016 IETF MoU Supplemental Agreement has been drafted in 
accordance with the IETF guidelines for contracted services.

Resolved (2016.05.27.07), the President and CEO, or his designee(s), is 
authorized to take such actions as appropriate to finalize and execute the 2016 
IETF MoU Supplemental Agreement with the IETF for the protocol parameters 
registries function as contemplated by the Proposal.
 

 
        e. AOB - Reconfirming Board resolution on .HOTEL and .ECO IRP 
Declaration

Whereas, at its meeting on 10 March 2016, the Board passed the following 
resolution 
https://www.icann.org/resources/board-material/resolutions-2016-03-10-en#2.a, 
adopting findings found in the Final Declaration [PDF, 2.15 MB] issued on 12 
February 2016, in the consolidated Independent Review Process (IRP) proceedings 
relating to .HOTEL and .ECO. The resolutions of that meeting have been 
confirmed as approved by the Secretary, as posted on the ICANN website.

Whereas, members of the Board raised some concerns about the speed at which the 
resolution was passed, and wanted to ensure that the record on the Board's 
vote, and any voting statement that Board members would like to include, were 
clear and fully transparent.

Resolved (2016.05.27.08), the Board hereby reaffirms the following resolution 
it passed on 10 March 2016: 
https://www.icann.org/resources/board-material/resolutions-2016-03-10-en#2.a.