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Adopted Board Resolutions | Brussels

25 June 2010

  1. Consent Agenda
    1.1 Approval of Minutes of 22 April 2010 Board Meeting
    1.2 Extension of Time for GNSO Constituencies to Review Charters
    1.3 SSAC Appointment Bylaws Amendments
    1.4 Implementation of Board review Working Group, NomCom review finalization Working Group and SSAC review Working Group Recommendations
    1.5 Technical Liaison Group Review
    1.6 Disbanding Inactive President's Committees
    1.7 Posting of Bylaws Amendments on Selection of Board Director from At‑Large Community
    1.8 At-Large Improvement Implementation
    1.9 Thanks to Raimundo Beca
    1.10 Thanks to Janis Karklins
    1.11 Approval of SSAC Appointments and Thanks to Departing Members
    1.12 Thanks to Departing At-Large Volunteers
    1.13 Thanks to Sponsors
    1.14 Thanks to Scribes, Interpreters, Staff, Event and Hotel Teams
    1.15 Thanks to Local Hosts
    1.16 Thanks to Meeting Participants
  2. Delegation of the 中国 and 中國 Top-Level Domains to China Internet Network Information Center
  3. Delegation of the 香港 Top-Level Domain to Hong Kong Internet Registration Corporation Limited
  4. Delegation of the 台灣 and 台湾 Top-Level Domains to Taiwan Network Information Center
  5. Consideration of Independent Review Panel's Declaration on ICANN's decision regarding ICM Registry's sTLD Application
  6. Board Committee Assignments
  7. Posting of Proposed Bylaw Changes relating to Chair Remuneration for Public Comment
  8. Adoption of Fiscal Year 2011 Budget
  9. New gTLD Budget
  10. Internal Audit Function
  11. New gTLDs Board Retreat on New gTLDs in September 2010
  12. Publication of Board Briefing Materials for 22 April 2010
  13. Nominating Committee Member to Represent Academic and Similar Organizations
  14. Approval of Bylaws Revision Pursuant to Recommendation on Reconsideration Request 10-1
  15. Any Other Business

1. Consent Agenda

Resolved (2010.06.25.01), the following resolutions in this Consent Agenda are hereby approved:

1.1 Approval of Minutes of 22 April 2010 Board Meeting

Resolved (2010.06.25.02), the Board hereby approves the minutes of the 22 April 2010 Board Meeting.

1.2 Extension of Time for GNSO Constituencies to Review Charters

Whereas, the Board has determined that existing GNSO Constituencies should regularly re-confirm their status as organizations operating consistent with the ICANN Bylaws principles of transparency, openness, fairness and representativeness.

Whereas, the Board most recently asked existing GNSO Constituencies to seek Board reconfirmation of their charters prior to the Brussels meeting.

Whereas, the GNSO Council Work Team developing recommendations for GNSO Constituencies and Stakeholder Groups has now made its recommendations, but additional time will be necessary for GNSO Council and community evaluation of the recommendations.

Whereas, those evaluation efforts are likely to produce final charters that will be more effective in linking GNSO-structure operations to the ICANN Bylaws principles of transparency, fairness, openness and representativeness.

Resolved (2010.06.25.03), the Board further extends the timetable for GNSO Constituency reconfirmation submissions to be provided in sufficient time for consideration at the ICANN International meeting in Cartagena, Columbia.

1.3 SSAC Appointment Bylaws Amendments

Whereas, Article XI, Section 2, Subsection 2 of the Bylaws governs the Security and Stability Advisory Committee (SSAC).

Whereas, in its final report published 29 January 2010 http://www.icann.org/en/reviews/ssac/ssac-review-wg-final-report-29jan10-en.pdf [PDF, 282 KB], the Security and Stability Advisory Committee (SSAC) recommended SSAC membership appointments be for a term of three years renewable by the Board at the recommendation of the SSAC Chair indefinitely, and that the terms be staggered to allow for the terms of one-third of the SSAC members to expire at the end of every year.

Whereas, on 12 March 2010, the Board received the SSAC final report and directed the Structural Improvements Committee (SIC) to identify actions necessary to address the recommendations within the report, at http://www.icann.org/en/minutes/resolutions-12mar10-en.htm#1.6.

Whereas, Article XI, Section 2(2)(b) http://www.icann.org/en/general/bylaws.htm#XI of the Bylaws states that the SSAC chair and members shall be appointed by the Board, and does not state any term for such appointments.

Whereas, staff supporting the SIC have identified that a Bylaws amendment is required in order to implement the recommended change to the SSAC membership appointments, and the SIC recommends the Board approve that proposed Bylaws amendments to this effect are posted for public comment.

Resolved (2010.06.25.04), the Board directs the CEO to have staff draft proposed Bylaws amendments addressing the recommendations arising out of the SSAC review Working Group and to post the proposed amendments for public comment for a period of no less than 30 days.

1.4 Implementation of Board review Working Group, NomCom review finalization Working Group and SSAC review Working Group Recommendations

Whereas, on 12 March 2010, the Board resolved to receive the Final Reports of the Board review Working Group, Nominating Committee review finalization Working Group and the Security and Stability Advisory Committee review Working Group, and directed the Structural Improvements Committee (SIC) to “present a set of suggested actions for approval at the June 2010 Board meeting, so as to address the conclusions and recommendations formulated in the final reports of these Working Groups”, at http://www.icann.org/en/minutes/resolutions-12mar10-en.htm#1.6.

Whereas, ICANN staff members supporting the organizational reviews identified a set of measures to address the recommendations arising out of the Working Groups and provided those to the SIC.

Whereas, the SIC continues to consider those proposed measures, and proposes to conclude on those measures and have staff finalize implementation plans based upon the SIC's consideration, and to provide those final plans to the Board for receipt and consideration.

Resolved (2010.06.25.05), the SIC will, in coordination with staff, provide the Board with final implementation plans to conform with the measures recommended by the SIC to address the conclusions and recommendations in the final reports of the Board review Working Group, Nominating Committee review finalization Working Group and Security and Stability Advisory Committee review Working Group.

1.5 Technical Liaison Group Review

Whereas, on 12 March 2010, the Board authorized the review of the Technical Liaison Group (TLG) to be conducted by a TLG review Working Group (Resolution 2010.03.12.07) and authorized the Structural Improvements Committee (SIC) to establish a TLG review Working Group and adopt all necessary measures to perform the review (Resolution 2010.03.12.08).

Whereas, at its 20 May 2010 meeting, the SIC unanimously agreed that it would be preferable that a working group not be formed, and that an outside consultant would perform the review. The SIC members approved that the staff, reporting to SIC, would provide oversight to the outside consultants.

Whereas, Resolutions 2010.03.12.07 and 2010.03.12.08 require modification to reflect that no working group will be formed for the review of the TLG.

Resolved (2010.06.25.06), that the review of the TLG authorized on 12 March 2010 remains authorized by the Board and the Board reaffirms the aims of the review of the TLG as set forth in Resolution 2010.03.12.06.

Resolved (2010.06.25.07), the review of the TLG is not required to be conducted through the formation of a TLG review Working Group and the Structural Improvements Committee (SIC) is authorized to adopt all necessary measures to perform the review, in consultation with the community, and to report to the Board through the SIC on the final findings and recommendations.

1.6 Disbanding Inactive President's Committees

Whereas, on 27 March 2003, the Board established the President's Privacy Committee.

Whereas, on 23 July 2004, the Board established the President's Advisory Committee on Internationalised Domain Names.

Whereas, on 4 December 2005, the Board established the President's IANA Consultation Committee and the President's Strategy Committee.

Whereas, at the request of the President & CEO Rod Beckstrom, the Board Governance Committee reviewed the list of open President's Committees to determine if they should remain active and has determined that these committees have served their purposes.

Whereas, the Board Governance Committee has recommended that the Board resolve to disband the President's Privacy Committee, the President's Advisory Committee on Internationalised Domain Names, the President's IANA Consultation Committee, and the President's Strategy Committee.

Resolved (2010.06.25.08), the ICANN Board hereby disbands the following Committees and thanks all of the community members who served on these Committees: the President's Privacy Committee, the President's Advisory Committee on Internationalised Domain Names, the President's IANA Consultation Committee, and the President's Strategy Committee.

1.7 Posting of Bylaws Amendments on Selection of Board Director from At‑Large Community

Whereas, on 27 August 2009, the Board approved in principle the recommendation of the Board review Working Group (BRWG) to add one voting director from the At-Large Community to the ICANN Board of Directors and removing the present ALAC Liaison to the Board. http://www.icann.org/en/minutes/minutes-27aug09-en.htm.

Whereas, the BRWG issued its Final Report containing the recommendation with the expectation that "the selection process will be designed, approved and implemented in time for the new Director to be seated at the 2010 Annual General Meeting."

Whereas, on 12 March 2010 the Board directed the Structural Improvements Committee (SIC) to present a set of suggested actions to address the recommendations formulated in the BRWG final report. http://www.icann.org/en/minutes/resolutions-12mar10-en.htm#1.6.

Whereas, the ICANN Bylaws must be amended to allow for the seating of a Board Director selected by the At-Large Community and to remove the present ALAC Liaison.

Whereas, the SIC, in consultation with the Board Governance Committee, agreed that the term of the Board Director selected by the At-Large Community should coincide with the terms of the Board Directors selected by the Sponsoring Organizations, so as to allow the Nominating Committee to consider the full composition of the non-Nominating Committee-appointed Board membership when making its appointments.

Whereas, the Office of the General Counsel, in consultation with the SIC and the staff supporting the At-Large, has identified recommended Bylaws amendments necessary to allow the seating of the Director selected by the At-Large Community in line with the Board and committee directives.

Whereas, on 19 June 2010, the SIC considered the proposed Bylaws amendments and recommends that the Board direct the ICANN CEO to post for public comment the proposed Bylaws amendments.

Resolved (2010.06.25.09), the Board directs the ICANN CEO to post for public comment the draft Bylaws amendments necessary to allow for the seating of the Board Director selected by the At-Large Community so that the Board can take action on them no later than at its 28 October 2010 meeting.

1.8 At-Large Improvement Implementation

Whereas, on 26 June 2009, the Board resolved to direct ICANN Staff to assist the At-Large community in developing a proposed implementation plan and timeline for the recommendations in the ALAC Review Final Report (except for the recommendation to provide At-Large with voting seats) and to submit these to the Structural Improvements Committee for review and Board approval. (Resolution 2009.06.26.12).

Whereas, at its 19 June 2010 meeting, the SIC acknowledged receipt from staff and the At-Large community of an implementation plan, with timeline, "ALAC/At‐Large Improvements Implementation Project Plan", dated 7 June 2010, and resolved to recommend it to the ICANN Board for consideration.

Resolved (2010.06.25.10), the Board directs ICANN's CEO to provide the Board with a summary of the " ALAC/At‐Large Improvements Implementation Project Plan " dated 7 June 2010, for consideration at the next Board meeting, if practicable.

1.9 Thanks to Raimundo Beca

Whereas, Raimundo Beca, was appointed by the Address Supporting Organization to serve a three-year term on the Board beginning in May 2004.

Whereas, in May 2007, Raimundo was appointed by the Address Supporting Organization to serve a second three-year term on the Board.

Whereas, Raimundo has concluded his term as a member of the Board of Directors on 30 April 2010.

Whereas, Raimundo has served on the Structural Improvements, Audit, Reconsideration, Executive and IANA Committees, the President's Strategy Committee, as well as having served as a member and Chair of the Board Finance Committee.

Resolved (2010.06.25.11), that Raimundo has earned the deep appreciation of the Board for his term of service as a Director and the Board wishes Raimundo well in all future endeavours.

1.10 Thanks to Janis Karklins

Whereas, Janis Karklins has served as the Chairman of the Governmental Advisory Committee and Liaison from the GAC to the ICANN Board of Directors since March 2007.

Whereas, in his role as Chairman of the Governmental Advisory Committee, Janis has served as co-selector of the Accountability & Transparency Review Team.

Whereas, Janis is leaving the Governmental Advisory Committee, effective 25 June 2010, to assume a new position as Assistant Director General of UNESCO for Communication and Information.

Resolved (2010.06.25.12), that Janis Karklins has earned the deep appreciation of the Board for his term of service as Chairman of the Government Advisory Committee & Liaison to the ICANN Board, the Board wishes Janis well in all future endeavours.

1.11 Approval of SSAC Appointments and Thanks to Departing Members

Whereas, Security and Stability Advisory Committee (SSAC) does review its membership and make adjustments from time to time.

Resolved (2010.06.25.13), the Board hereby appoints the individuals identified below to the SSAC:

James Galvin;

Sarmad Hussain;

Xiaodong Lee; and

Vanda Scartezini.

Whereas, Steve Conte and Robert Guerra were appointed to the ICANN Security and Stability Advisory Committee on 26 June 2009.

Whereas, ICANN wishes to acknowledge and thank Steve Conte and Robert Guerra for their service to the community by their membership on the Security and Stability Advisory Committee.

Resolved (2010.06.25.14), Steve Conte and Robert Guerra have earned the deep appreciation of the Board for their service to ICANN by their membership on the Security and Stability Advisory Committee, and the Board wishes Steve Conte and Robert Guerra well in all future endeavours.

1.12 Thanks to Departing At-Large Volunteers

Whereas, ICANN wishes to acknowledge the considerable energy and skills which members of the stakeholder community bring to the ICANN process.

Whereas, in recognition of these contributions, ICANN wishes to acknowledge and thank members of the community when their terms of service end.

Whereas, two members of the At-Large community are leaving their positions at or before the Brussels meeting:

Karaitiana Taiuru, Chair of APRALO (February 2008 - May 2010)

Dragoslava Greve, Secretary of EURALO (March 2009-June 2010)

Resolved (2010.06.25.15), Karaitiana Taiuru and Dragoslava Greve have earned the deep appreciation of the Board for their terms of service, and the Board wishes them well in all future endeavours.

1.13 Thanks to Sponsors

The Board wishes to thank the following sponsors:

Afilias Limited, Neustar, .CO, VeriSign, Inc., SIDN, dns.be, China Internet Network Information Center (CNNIC), CENTR, InterNetX, Public Interest Registry, GMO Registry, Inc., EPAG Domainservices GmbH, Ascio, Iron Mountain, CORE Internet Council of Registrars, AusRegistry International, IP Mirror, RU-CENTER, pointquebec, PartnerGate GmbH, Internet Systems Consortium, Valideus, Dot Irish, China Organizational Name Administration Center (CONAC), CentralNic, .PRO, .Music, UrbanBrain, ICM Registry, Inc., AFNIC, Knipp Medien und Kommunikation GmbH, LogicBoxes, Skenzo, RegistryASP, and DotConnectAfrica.

1.14 Thanks to Scribes, Interpreters, Staff, Event and Hotel Teams

The Board expresses its appreciation to the scribes, the interpreters, technical teams, and to the entire ICANN staff for their efforts in facilitating the smooth operation of the meeting.

The Board would also like to thank the Square Brussels Meeting Centre and all the event staff for their support. Special thanks are given to Marie Tuteleers, Project Manager, David Dubois, Operations Manager, Julie Nysten, Event Coordinator, Nicolas Scheffers, Operations Manager, and Veronique Dallemagne, Freelance Event Producer.

1.15 Thanks to Local Hosts

The Board wishes to extend its thanks to the local host organizer, The European Registry of Internet Domain Names (EURid) for their support. Special thanks are given to Marc Van Wesemael, CEO, and the entire EURid Board and Staff.

Special thanks are given to Giovanni Seppia, External Relations Manager, and Daniela Medda, Marketing Coordinator, EURid, for their support over the past year to ensure the success of this meeting.

The Board also extends thanks to the following esteemed guests for their support and participation:

Herman Van Rompuy, President of the European Council

Neelie Kroes, Vice President of the European Commission and European Digital Agenda Commissioner

Dr Silvana Koch-Mehrin, Vice President of the European Parliament

1.16 Thanks to Meeting Participants

Whereas, the success of ICANN depends on the contributions of participants at the meetings.

Whereas, the participants engaged in fruitful and productive dialog at this meeting.

Resolved , the Board thanks the participants for their contributions.

2. Delegation of the 中国 and 中國 Top-Level Domains to China Internet Network Information Center

Whereas, ICANN has received a request for delegation of 中国 , encoded as "xn--fiqz9s"; and 中國 , encoded as "xn--fiqs8s"; to China Internet Network Information Center as country-code top-level domains.

Whereas, 中国 and 中國 are two strings that were deemed to have successfully completed the string evaluation portion of the IDN ccTLD Fast Track process by the ICANN Board of Directors in Resolution 2010.04.22.11.

Whereas, ICANN has determined that the proposal is on behalf of a country or territory that is currently listed in the ISO 3166-1 standard, and therefore eligible to be delegated country-code top-level domains under current policy.

Whereas, the strings applied for delegation are proposed to be used by the applicant in a manner consistent with the country or territory for which they were approved in the string evaluation process.

Whereas, the applicant has undertaken to operate the two top-level domains in a manner which does not cause confusion to the Internet user community, as documented in their implementation plan published online at http://www.cnnic.cn/html/Dir/2010/06/12/5852.htm.

Whereas, ICANN has reviewed the delegation request, and has determined that the proposal would be in the interests of the local and global Internet communities.

Resolved (2010.06.25.16), that the proposed delegation of the . 中国 and . 中國 top-level domains to China Internet Network Information Center is approved.

3. Delegation of the 香港 Top-Level Domain to Hong Kong Internet Registration Corporation Limited

Whereas, ICANN has received a request for delegation of 香港 , encoded as "xn--j6w193g", to Hong Kong Internet Registration Corporation Limited as a country-code top-level domain.

Whereas, 香港 is a string that has successfully completed the string evaluation portion of the IDN ccTLD Fast Track process.

Whereas, ICANN has determined that the proposal is on behalf of a country or territory that is currently listed in the ISO 3166-1 standard, and therefore eligible to be delegated country-code top-level domains under current policy.

Whereas, the string applied for delegation is proposed to be used by the applicant in a manner consistent with the country or territory for which they were approved in the string evaluation process.

Whereas, ICANN has reviewed the delegation request, and has determined that the proposal would be in the interests of the local and global Internet communities.

Resolved (2010.06.25.17), that the proposed delegation of the . 香港 to Hong Kong Internet Registration Corporation Limited is approved.

4. Delegation of the 台灣 and 台湾 Top-Level Domains to Taiwan Network Information Center

Whereas, ICANN has received a request for delegation of 台灣 , encoded as "xn--kpry57d"; and 台湾 , encoded as "xn--kprw13d"; to Taiwan Network Information Center as country-code top-level domains.

Whereas, 台灣 and 台湾 are two strings that were deemed to have successfully completed the string evaluation portion of the IDN ccTLD Fast Track process by the ICANN Board of Directors in Resolution 2010.04.22.11.

Whereas, ICANN has determined that the proposal is on behalf of a country or territory that is currently listed in the ISO 3166-1 standard, and therefore eligible to be delegated country-code top-level domains under current policy.

Whereas, the strings applied for delegation are proposed to be used by the applicant in a manner consistent with the country or territory for which they were approved in the string evaluation process.

Whereas, the applicant has undertaken to operate the two top-level domains in a manner which does not cause confusion to the Internet user community, as documented in their implementation plan published online at http://www.twnic.net/english/dn/dn_07a.htm.

Whereas, ICANN has reviewed the delegation request, and has determined that the proposal would be in the interests of the local and global Internet communities.

Resolved (2010.06.25.18), that the proposed delegation of the . 台灣 and . 台湾 top-level domains to Taiwan Network Information Center is approved.

5. Consideration of Independent Review Panel's Declaration on ICANN's decision regarding ICM Registry's sTLD Application

Whereas, on 19 February 2010, an Independent Review Panel ("Panel") issued an advisory Declaration in the Independent Review proceedings filed by ICM Registry challenging ICANN's denial of ICM's application for the .XXX sTLD.

Whereas, the Board understands and appreciates the inaugural utilization of the Independent Review process and the value of such an accountability mechanism.

Whereas, although the Board has not made a determination as to whether or not it agrees with the findings of the Panel's Majority (2-1 decision), the Board has determined to accept and act in accordance with some of the Panel's findings.

Whereas, in accordance with Article IV, section 3.15 of ICANN's Bylaws, the Board considered the Panel's Declaration throughout the week in Nairobi from 7-12 March 2010 and reviewed various paths toward conclusion.

Whereas, in the absence of a process for approving an sTLD six years following the receipt of ICM's original Application, the Board chose to create a transparent set of process options and resolved to post those options for public comment.

Whereas, the process options were posted for public comment, and over 13,700 comments received have been reviewed and analyzed.

Whereas, the Board has reviewed public comments received, and further discussed and debated the process options for further consideration of the Panel Declaration.

Resolved (2010.06.25.19), the Board accepts and shall act in accordance with the following findings of the Independent Review Process Majority: (i) “the Board of ICANN in adopting its resolutions of June 1, 2005, found that the application of ICM Registry for the .XXX sTLD met the required sponsorship criteria;” and (ii) “the Board's reconsideration of that finding was not consistent with the application of neutral, objective and fair documented policy.”

Resolved (2010.06.25.20), the Board directs staff to conduct expedited due diligence to ensure that: (1) the ICM Application is still current; and (2) there have been no changes in ICM's qualifications.

Resolved (2010.06.25.21), if the expedited due diligence results are successful, then the Board directs ICANN staff to proceed into draft contract negotiations with ICM, taking into account the GAC advice received to date.

Resolved (2010.06.25.22), upon staff's finalizing of a draft contract with ICM, the Board will determine whether the proposed contract is consistent with GAC advice, and if not, will enter into GAC consultation in accordance with the Bylaws.

Resolved (2010.06.25.23), after the GAC consultation is completed, the Board will decide whether to approve the contract, and will declare whether its action is in accordance with GAC advice or not.

6. Board Committee Assignments

Whereas, Kuo-Wei Wu has joined the ICANN Board, and Raimundo Beca's term as an ICANN Director has concluded.

Whereas, in light of the changes to Board membership, the Board Governance Committee (BGC) has made recommendations for revisions to the membership of certain Board committees.

Whereas, the Board agrees with the BGC's recommendations.

Resolved (2010.06.25.24), Kuo-Wei Wu shall become a member of the Public Participation and IANA Board Committees.

Resolved (2010.06.25.25), Rajasekhar Ramaraj shall become a member of the Board Executive Committee.

7. Posting of Proposed Bylaw Changes relating to Chair Remuneration for Public Comment

Whereas, the Board has determined that it is appropriate to consider reasonable compensation for the Chair of the Board of ICANN.

Whereas, as a nonprofit California public benefit corporation that is exempt from United States 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, the Compensation Committee was tasked with obtaining, reviewing, and considering comparable compensation data before making recommendations relating to Board Chair remuneration, taking into account organization size, geographic considerations, international presence, and other relevant factors.

Whereas, the Compensation Committee is authorized to engage and to seek advice from independent professionals with appropriate expertise in compensation arrangements for Board members of U.S.-based, nonprofit, tax-exempt organizations possessing a global employee base.

Whereas, in connection with consideration of compensation for the ICANN Board Chair, the Board Governance Committee, in furtherance of the Compensation Committee's remit, requested staff to engage the services of Towers Watson, an international consulting firm, to assist the Compensation Committee in compiling and analyzing appropriate compensation data as to comparability with respect to the Chair of ICANN's Board.

Whereas, in making recommendations to the full Board regarding the level of compensation to consider for ICANN's Chair of the Board, the Compensation Committee followed the process set forth in United States Treasury Regulation § 53.4958-6 which is intended to enable the Board to establish the presumption that the compensation to be paid to the Board Chair is reasonable for Federal income tax purposes.

Whereas, upon due inquiry of its members, the Compensation Committee concluded that no member participating in the deliberations and voting on the level of compensation recommended to the Board for the Board Chair compensation was conflicted.

Whereas, because the Board Chair, who is also the Chair of the Compensation Committee, is conflicted, the Board Chair did not participate in the deliberations or voting on the recommendations as to whether the Board should consider compensating the Board Chair, or the level of compensation considered.

Whereas, after consideration of the information the Compensation Committee received, including the comparability data provided by Towers Watson and the advice and counsel of Towers Watson, the non-conflicted voting members of the Compensation Committee agreed that it is in the best interests of ICANN to recommend that the Board consider compensating the ICANN Chair of the Board.

Whereas, after consideration of the information the Compensation Committee received, including the comparability data provided by Towers Watson and the advice and counsel of Towers Watson, the non-conflicted voting members of the Compensation Committee agreed that, taking into account organization size, geographic considerations, international presence, the role and responsibilities of the Board Chair and other relevant factors, determined that reasonable compensation for the Board Chair would be USD $75,000 per year.

Whereas, upon due inquiry of its members, the Board has concluded that no member of the Board participating in the deliberations and voting on the issue of compensating the Board Chair was conflicted.

Whereas, because the Board Chair is conflicted, the Board Chair did not participate in the deliberations or voting on the issue of compensating the Board Chair.

Whereas, the Board considered the information that was gathered pursuant to the Compensation Committee remit, including the comparable compensation data compiled and reported by Towers Watson.

Whereas, there has been full a discussion among non-conflicted Board members regarding the reasonableness of compensating the Board Chair and the reasonableness of compensating the Board Chair in the amount of USD $75,000 per year for services to ICANN, taking into account organization size, geographic considerations, international presence, the role and responsibilities of the Board Chair and other relevant factors.

Whereas, in reviewing the recommendations of the Compensation Committee regarding the level of compensation best suited for ICANN's Chair of the Board, the Board followed the process set forth in Treasury Regulation § 53.4958-6 which is intended to enable the Board to establish the presumption that the compensation recommended to be paid to the Board Chairman is reasonable for Federal income tax purposes.

Whereas, if the Board decides to compensate the Board Chair doing so will require a Bylaws change.

Resolved (2010.06.25.26), the Board has determined that it is appropriate to consider reasonable compensation for the ICANN Chair.

Resolved (2010.06.25.27), the Board directs staff to post for public comment for a period of at least 30 days revised Bylaws that would allow for compensation of the ICANN Chair of the Board, and after taking public comments into account, the Board will reconsider the matter.

8. Adoption of Fiscal Year 2011 Budget

Whereas, on 19 February 2010, ICANN's Board approved an update to the Strategic Plan: http://www.icann.org/en/planning/.

Whereas, the Framework for the FY11 Operating Plan and Budget was posted in February 2010 for community consultation and was presented at the Nairobi ICANN International public meeting.

Whereas, community consultations were held to discuss and obtain feedback on the initial Framework.

Whereas, the draft FY11 Operating Plan and Budget was posted for public comment in accordance with the Bylaws on 17 May 2010 based upon the Framework for the FY11 Operating Plan and Budget, community consultation, and consultations with the Board Finance Committee http://www.icann.org/en/public-comment/public-comment-201006-en.htm#draft-budget.

Whereas, ICANN has actively solicited further community feedback and consultation with the ICANN community through online fora, conference calls, meetings in Brussels, and in the open forum in Brussels.

Whereas, the ICANN Board Finance Committee has discussed, and guided staff on, the development of the FY11 Operating Plan and Budget at each of its regularly scheduled monthly meetings.

Whereas, the ICANN Board Finance Committee met in Brussels on 20 June 2010 to discuss the FY11 Operating Plan and Budget, and recommended that the Board adopt the FY11 Operating Plan and Budget.

Whereas, the Board has heard comments from the community during the meetings in Brussels, and with the comment period ending today, the Board will make adjustments to the budget where appropriate in order to address the community's concerns.

Resolved (2010.06.25.28), the Board adopts the FY11 Operating Plan and Budget http://www.icann.org/en/announcements/announcement-2-17may10-en.htm.

9. New gTLD Budget

(Note: The Board considered that this matter had been appropriately covered at the public forum, and appreciated the public input on this matter.)

10. Internal Audit Function

Whereas, the Board Audit Committee (BAC) has been carefully considering the institution of an internal audit function within ICANN as a best practice for financial controls and accountability within the organization.

Whereas, the BAC, through staff, identified an initial scope and firm to perform the internal audit function and report the results of such function directly to the BAC.

Whereas, the BAC had an initial discussion with the internal audit firm while in Brussels, and provided a brief presentation to the Board on the initiation of the internal audit function.

Resolved (2010.06.25.29), the Board appreciates the Board Audit Committee's institution of this important step in continued best practices for audit committees and increased accountability for the organization.

11. New gTLDs Board Retreat on New gTLDs in September 2010

Whereas, the public comment period for the Draft Applicant Guidebook 4 (for ASCII and IDN gTLDs) will close on 21 July 2010.

Whereas, the Board intends to work expeditiously to resolve any outstanding issues prior to the issuing of the Applicant Guidebook, noting however that some issues might be outside of the control of the Board.

Whereas, the Board noted a number of issues raised during the public forum in Brussels on which further consideration will be required.

Resolved (2010.06.25.30), the Board will use its retreat currently scheduled for 24-25 September 2010 for the consideration of all the outstanding issues relating to the implementation of the New gTLD program.

12. Publication of Board Briefing Materials for 22 April 2010

Whereas, the Board has for some time wanted to share the briefing papers it receives with the community in the interests of transparency and accountability, and the community has also requested the publication of these materials.

Whereas, as a proof of concept, staff has prepared a version of the Board briefing materials for the Board meeting of 22 April 2010 for publication, with confidential material redacted.

Whereas, the Board Governance Committee will assess results of the proof of concept publication and recommend further guidance to the Board on the practice of sharing Board briefing materials.

Resolved (2010.06.25.31), the Board directs staff to publish the non-confidential portions of the Board briefing materials for the Board meeting of 22 April 2010.

13. Nominating Committee Member to Represent Academic and Similar Organizations

Whereas, in accordance with the Article VII of section 2.8.c., of the Bylaws, one voting delegate on the Nominating Committee (NomCom) shall be selected by "[a]n entity designated by the Board to represent academic and similar organizations" ("NomCom Academia member").

Whereas, in prior years, the Board did not develop a process for identifying the appropriate entity to select the NomCom Academia member.

Whereas, in lieu of identifying a selecting entity, the Board previously via recommendations from the BGC selected an individual to serve as the NomCom Academia member.

Whereas, it has been determined that the Board shall no longer select the NomCom Academia member and that an entity shall do so.

Resolved (2010.06.25.32), the Board directs staff to develop an entity selection process and evaluation procedure to comply with the Bylaws, for BGC and Board consideration, with a view toward identifying an entity in sufficient time to select the NomCom Academia member for the 2011-2012 NomCom.

Resolved (2010.06.25.33), the Board will not appoint a NomCom Academia member of the 2010-2011 NomCom.

14. Approval of Bylaws Revision Pursuant to Recommendation on Reconsideration Request 10-1

Whereas, the Board Governance Committee (BGC) fully considered Reconsideration Request 10-1 and adopted a Recommendation in response, calling for revisions to the Bylaws with respect to the timing for posting of the adopted resolutions and the preliminary report after a Board meeting.

Whereas, the Board adopted the BGC's Recommendation on Reconsideration Request 10-1.

Whereas, the BGC has reviewed and considered the public comments received and recommended that the Board approve the Bylaws revisions as posted at http://icann.org/en/general/bylaws-iii-5-proposed-amendment-19apr10-en.pdf [PDF, 67 KB]..

Resolved (2010.06.25.34), the Board approves the Bylaws revisions as posted for public comment in furtherance of the BGC's Recommendation on Reconsideration Request 10-1.

15. Any Other Business

[TBD]

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