ICANN - San Francisco Board Meeting 18 March 2011 >>PETER DENGATE THRUSH: Well, good morning, ladies and gentlemen. I am going to call to order the meeting of the ICANN board. Scheduled and advertised for San Francisco at this meeting. Welcome to you all, and good morning, ladies and gentlemen of the board. We begin with the consent agenda, and we have a practice on the ICANN board of taking as many matters as we can that don't require any further consultation and putting them into a consent agenda and passing them as a group. And they deal with matters that have come up through good committee process that have been looked at and deal with matters that by reason, sometimes, of the bylaws the board has to rule on. They have all been discussed. Any member of the board that wishes, can ask for any item on the consent agenda to be taken off and go on to the main agenda for full discussion. And just for a quick run-through, that includes such riveting matters as the approval of previous minutes, approval of changes to committee memberships, approval of the revisions of some bylaws, approval of the membership of the working group, confirmation about the Executive Committee's decision, which had to be taken urgently in relation to the meeting in Singapore, approval of meeting dates for the future, thanks to departing volunteers, thanking our sponsors, thanking our scribes, thanking our speakers and thank you. So we put all that into one omnibus kind of motion, and we move a resolution that they all be adopted. So I am just looking to see if there is anybody prepared to move the adoption of the consent agenda resolution. I see Sébastien. I take Rod as seconding that. Is there discussion about that resolution, which is to adopt the resolutions in relation to the consent items? I see none. All those in favor of adopting that resolution, please raise their hands. Thank you very much. I declare that carried and we come to the substantive agenda about which now there will be discussion. And the first of those is the approval of the 2011 to 14 strategic plan. So we have a rolling three-year strategic plan and it's now time to look at the years 2011 through '14. I wonder if I can ask Erika to read the resolution in relation to the strategic plan. Which you will find at page -- >>ERIKA MANN: Peter, you are surprising me. >>PETER DENGATE THRUSH: I'm sorry. >>ERIKA MANN: No problem. I just have to adopt my -- I just got my contact lenses out so I just have them back in my eye. I hope it's going to work; otherwise, somebody else will have to take over. So let's if it's fixed. No, I can't -- So approval of the 2011- 2014 strategic plan. Whereas ICANN's July 2011 through June 2014 strategic plan seeks to provide four areas of high-level strategic focus for ICANN. Whereas, ICANN's July 2011 through June 2014 strategic plan identifies an addition to four areas of focus, enablers across all areas to reflect ICANN's responsibilities towards a multistakeholder model, collaboration, and being international, transparent, and accountable. Whereas, ICANN, July 2011 through June 2014 strategic plan captures strategic objectives and strategic projects, details of community work and staff work will be reflected in the operational plan and identifies strategies, performance metrics. Whereas, ICANN's strategic plan is based on input from the ICANN staff, community organizations, ICANN Board of Directors, public consultations on ICANN's Web site, and presentations at the ICANN's Cartagena meeting and to constituency groups. Whereas, the strategic plan will form the framework around which the July 2011 through June 2012 operational plan and the associated budgets are constructed. Whereas members of the community have been very generous with their time, and the board appreciates the work that they have done. Resolved, 2011 .03.18, the board approves the July 2011-June 2014 strategic plan and directs the president and staff to move forward with the community-based operational planning process based on the strategic objectives as set forth in the plan. Minor edits will be provided to staff by the board before close of business on Monday, March 21, 2011, and final changes will be subject to the chairman's final approval. >>PETER DENGATE THRUSH: Erika, I think there is no need at this stage to read the rationale into the record, but it forms part of the thing. >>ERIKA MANN: I was just checking. >>PETER DENGATE THRUSH: The board is moving to a situation of making sure that at the time resolutions are adopted, a reasonably detailed rationale for the vote is included. So this will form part of the record. It forms part of the resolutions at this stage. I'm not sure it's that helpful to read the entire rationale into the record. So thank you, Erika. We will treat that resolution as having been moved. Is there a seconder for that resolution? I see Ray Plzak seconds. Is there any discussion about the adoption of the strategic plan? It seemed to me that one of the things we should note at this stage is the enormous contribution by the community through the consultative process to developing it. So thank the community for that. The other point, I suppose, is we're always trying to make sure we have achievable and understandable metrics and I think this plan goes some way towards achieving that. Thank you. Are there any other comments? If not, I am put the resolution. All those in favor of adopting the strategic plan, please raise your hands. Thank you. I declare that carried. Any abstentions? Any -- Thank you. Let's move, then, to item number 3, which is a process for the completion of the Applicant Guidebook for new gTLDs. We have heard a lot of work in relation to new gTLDs, and we are looking to close this process as soon as possible. So we prepared a timeline that we think will bring this process to closure. And I notice Bruce Tonkin, who has not only been a great contributor to this process on the board but of course was leading the GNSO at the time the original policy for the GNSO was developed. So, Bruce, I wonder if you can take us through this resolution. >>BRUCE TONKIN: I would be happy to, Peter. Is it possible to get the diagram we have up on the screen? I think it would be easiest to talk to that first, I think it's there. Having subjected the board to a couple hours of my handwriting on flip charts, we have now converted this into something hopefully you can read. The starting point of this timeline is essentially today, which is when we're having our board meeting, the 18th of March. This week, we had many constituencies that were able to produce written statements, so we had several of those from various constituencies within the GNSO, amongst others. We're going to allow a little further time for other groups at ICANN to complete their statements and consult with parties that may not have been able to be physically present here. So on this timeline, we're showing that we hope to get final written feedback by -- in about a week's time, and so that the rough date here is the 25th of March. We're saying GAC feedback expected, but really that's shorthand for any advisory committee, whether it's ALAC or SSAC or RSSAC or any constituency that wants to submit final written comments based on the discussions this week, please do that by the end of next week. Then the staff will consolidate all that input and produce a final version of the scorecard so that we can track the progress since the GAC scorecard that we received shortly before the Brussels GAC-board meeting. And then we will also provide extracts in the guidebook for the text changes that we're proposing to put into the guidebook that implement the various suggestions we have received this week and the various commitments that we have made in our scorecard. Then we'll open up for a comment period, and the intent of this comment period is not really a general try-to-open-everything-up- again comment period. What we are intending there is to get very specific comments, preferably from the same constituencies and advisory committees that actually identify whether they believe that the text changes that we put in the guidebook do correctly implement the intent that we have indicated in our scorecard. So we want quite focused comment. And so we are allowing a 30-day period for comment. Sometimes we have longer periods for public comment. Typically over the Christmas-New Year, we might have even had 60 or even 90 days of comment between when the last guidebook was published. But we feel here we are now in -- trying to complete this in a timely and efficient manner, and we hope that comments can be targeted within that 30-day period on the specific text that we proposed and making sure we have that text correct. We're also offering the opportunity for the GAC to meet with the board by teleconference on around the 20th of May. And so that hopefully we can have any final dialogue or answer any questions that the GAC may have as a result of the document that we provide on the 15th of April. Then as a result of any further discussion we have on the 20th, we will then post a final guidebook on the 30th of May. And that's intended to give sufficient time before our meeting in Singapore for the community to look at that document and especially for the board to make sure it's comfortable with that document. And the intent, then, is the board would consider that final guidebook in a special meeting on the 20th of June. So that's the timeline, and I will now just more formally read the resolution that is associated with that timeline. So the resolution reads: Whereas the board and Governmental Advisory Committee held a successful intersessional meeting in Brussels with the intention to identify areas of difference between the proposed implementation and the GAC's advice, and, where possible, reach agreement on those issues. Whereas the board and GAC have conducted in depth discussions during the San Francisco meeting to continue the good-faith effort to reach mutually acceptable solutions on the issues identified by the GAC in its scorecard. Whereas, the board has reviewed and considered the comments made by constituency groups, stakeholder groups, and individuals in the broader community during the San Francisco meeting. Whereas, ICANN bylaws, article XI, Section 2.1j provides that "the advice of the Governmental Advisory Committee on public-policy matters shall be duly taken into account, both in the formulation and adoption of policies. In the event that the ICANN board determines to take an action that is not consistent with the Governmental Advisory Committee advice, it shall so inform the committee and state the reasons why it decided not to follow that advice. The Governmental Advisory Committee and the ICANN board will then try, in good faith and in a timely and efficient manner, to find a mutually acceptable solution." Whereas, in its efforts to implement the bylaws process, ICANN, 1, developed preliminary briefing papers on each of the GAC topics identified in the GAC communiqué from Cartagena. 2, conducted informal calls between ICANN and GAC subject matter experts. 3, participated in a nearly three-day meeting in Brussels with the GAC. 4, reviewed the GAC scorecard and provided comprehensive board notes on the scorecard. Whereas, these inputs have been duly considered by the board. It is now resolved, the board thanks the GAC for the many hours of intense work preparing for and conducting the recent board-GAC exchanges, and thanks the community for its continuing support and cooperation. It's resolved the board adopts a working timeline for completion of the Applicant Guidebook and launch of the new gTLD process, and that will be posted on our Web site, but the picture is as you have seen it on the screen. Resolved, as set forth in the timetable, ICANN will target 15th of April 2011 as the date for publication of the final response to the GAC scorecard, along with Applicant Guidebook extracts showing changes. Resolved, the board intends to complete the process set forth in the timeline in time for final approval of the new gTLD implementation program at an extraordinary meeting of the ICANN board to be held on Monday, the 20th of June 2011, at the ICANN meeting in Singapore. Note: The board also intends to hold its usual meeting on Friday morning, 24th of June 2011, to conclude the midyear meeting. You don't want me to read the rationale; is that right? >>PETER DENGATE THRUSH: No. I think that's reasonably substantive if we stop there at the resolution. Is there a seconder for this resolution? I see Rita. So moved by Bruce, seconded by Rita. Is there any comment on this resolution for the completion of the new gTLD implementation program? What I would say, I think -- I'm sorry. Cherine. >>CHERINE CHALABY: I think in considering this resolution, one has to take into account what happened this week, what the community wants. My own personal feeling is that the community wants clarity on the process, wants certainty on the time scales, realistic time scales, and they want a relationship that is mature and responsible between the various parties. And what we don't want to do is drop back to the days where we were all talking over each other, but really engaging with each other. And the last thing we want is a very responsible launch with the right safeguards. Those were the items or the criteria by which I considered this resolution. >>PETER DENGATE THRUSH: Thanks, Cherine. Bertrand. >>BERTRAND DE LA CHAPELLE: I would like to strongly endorse and push further what Cherine just said. This week has been an extremely intense interaction, not only between the GAC and the board, but also with the community. I appreciate particularly, and I think all members in the groups in the community have done an extremely focused work, and I would support what Ron Andruff said this morning in an earlier session regarding the fact that the scorecard has provided a tool not only for an interaction between the GAC and the board but also to structure the interaction of the whole community. The timeline that is being put in place now places us with a perspective that I think emerges clearly during this week that we all want to be able to establish this program and finalize the Applicant Guidebook in Singapore, and that this will require a joint effort and a continuous joint effort. I think, at least personally, during this week, I sense a common desire to achieve this indicia. When we close this together, this is not the end of a process. This is the beginning of something that will go longer. And I would pick on something else that somebody had said during the week. This is not about a cannonball that is being launched and you don't do anything after it is being launched. We are establishing a process, and what we will establish is something that will allow to drive this process later in a stable manner. Thank you. >>PETER DENGATE THRUSH: Thank you, Bertrand. Sébastien. >>SÉBASTIEN BACHOLLET: Thank you, Peter. I will not repeat what my two colleagues say. I fully endorse. I just want to say that we know that we perturb this meeting, and the way you were supposed to work and a lot of meetings were changed, were organized, and that was, I guess, very difficult for the community. But at the same time, I think it was really important that we concentrate on one very important subject: It's to close this discussion going on since few years about the new gTLDs. And I apologize for that, but I hope that at the end of the day you will be happy with the result. Thank you very much. >>PETER DENGATE THRUSH: Thanks, Sébastien. Rita. >>RITA RODIN JOHNSTON: I definitely want to echo what my fellow board members have said and add just sort of one detail one level down, if you will. I couldn't help but think at part of the GAC consultation yesterday that there was this sort of strange dynamic which was the board has, as you all know, published in the scorecard the willingness to insert GAC early warning process into the new gTLD application process. And we definitely have to work out the details. But I couldn't help yesterday but to feel like the board was saying, "Okay, well, you tell us what it should be," and the GAC was saying, "Well, you tell us what it should be," and the board said, "No, no, we told you to tell us what it should be." And I think that to me indicates that we do, in fact, need to close this process. I think there has been a lot of talk and a lot of creation of very excellent detail and a lot of robust debate on all sides of the issues. But I think if we continue, we can talk forever. So I want to make sure everyone is clear that notwithstanding this timeline that we have, this doesn't mean things are going to be over. This doesn't mean there aren't going to be further refinements and collaboration and improvement of some of the processes. But I think we owe it to the community and this process. Applicants that have been coming to these meetings, that have been getting funding and agreements with providers and hiring people and making all sorts of arrangements to roll out this program, I think we owe it to people to say, okay, we have to keep talking but this first process needs to be closed and we need to move forward. Thanks. >>PETER DENGATE THRUSH: Thanks, Rita. Heather. [ Applause ] >>HEATHER DRYDEN: Thank you very much, Peter. I don't have a great deal to add to what board members have said before me except that of course the GAC is pleased to continue working in the spirit with the board and the rest of the community. And we do want to ensure that we find a way to arrive at true community consensus. That includes the GAC and all the other parts of the community. So thank you. >>PETER DENGATE THRUSH: Thank you, Heather. Thank you particularly for the willingness to continue working in the great spirit I think that we have been building since Cartagena on this. Anyone else? Perhaps I can just close, then, by just saying, yes, two days of consultations with the GAC here and three opportunities for public comment at this meeting, and just acknowledging as Sébastien did our appreciation of the community's tolerance for the changes to the usual program in terms of the priorities we felt we had to give this topic. And just highlighting some features of the timetable that we have adopted. What it provides for is a further opportunity for community input, two further iterations of guidebook text, one further opportunity for an intersessional exchange with the GAC, and then a resolution to finish early in the week. You notice we have set up a special meeting early in the week so we don't have to spend all of the week in Singapore in any kind of last-minute efforts because we want to have a party on -- we want to have a resolution to celebrate -- [ Applause ] -- closure. And we haven't finalized the plans for that but it looks like that could very well be the subject of the usual gala. We also don't want to upset -- we are doing this resolution on the Monday so we don't upset constituency day. We are aware, as I say, we have interfered to a certain extent with many of the plans of people at this meeting in terms of giving this priority. So that's the contents of the timetable, to make sure that we have gone through all the processes, taken the advice, and bridged all the gaps that we can. So what we want to do is, the idea is that we, in Singapore, can all -- IP constituency, GAC, board members, ccTLDs -- everybody can come to that party thinking that over the years we have built a new gTLD program that we can all be proud of and can all get in behind. Not everybody will have gotten everything they wanted at the start of the process but we ought to be able to look back at what improvements we have made since we began and what great improvements there are over the current systems. So that's the board's thinking about bringing this to closure. And as a result of that I can tell that you the board is very keen to see this timetable and intends to adhere to it. This is what we are going to do. So get behind us, please, and let's make sure that we have a fantastic new gTLD launch party in Singapore. Thank you. Unless there is any further comment, I would like to put that resolution. All those in favor, please raise your hands. Any opposed? Any abstentions? Carried unanimously. Thank you. [ Applause ] We come then to a resolution involving ICM's application for xxx, and as a matter of formality, the chair is going to move this. WHEREAS, on the 25th of June 2010, the ICANN board, after substantial public comment, was informed of the process options available to ICANN to consider the panel declaration, the board accepted the findings of the -- Sorry. This -- I might just adjourn that motion, as it appears that my text starts in the middle rather than at the end. Just adjourn that and move to Item 5, which is the AoC reviews, including the ATRT recommendations. And I'll call upon Sebastien to move this resolution. >>SÉBASTIEN BACHOLLET: That's teasing, I guess. The resolution about the AoC review, including ATRT recommendations. WHEREAS, the accountability and transparency review team (ATRT) report provided 27 recommendations to improve ICANN and the Affirmation of Commitments obligates ICANN to take action on the report by 30 June, 2011. WHEREAS, the board encouraged public comment and input from ICANN organization on the report. WHEREAS, staff has provided 27 proposed initial implementation proposals, along with proposed budgets and time lines for board review. WHEREAS, the board finds that all 27 of the recommendations have the potential to advance ICANN's transparency and accountability objectives and may be implemented by ICANN following careful and transparent consideration, and with the necessary support and resources. WHEREAS, some of the ATRT recommendations relate to operations that staff has already changed or is in the process of changing, thanks to ATRT guidance, and some recommendations will require additional time, resources, and consultations to implement. RESOLVED, the board receives the initial implementation plans and directs staff to publish them as soon as feasible. RESOLVED, the board requests that ICANN staff provide the board with final proposed plans for the implementation of the ATRT recommendations in time for board consideration as soon as possible. RESOLVED, the board requests input on the cost of the implementation of all of the ATRT recommendations, and advice for consideration at the April 2011 board meeting concerning the estimated budget implications for the fiscal year '12 budget. RESOLVED, the board requests that the Governmental Advisory Committee and the nominating committee work with the board on implementation of recommendations involving their organizations. RESOLVED, to fully respond to the obligations in the Affirmation of Commitments, the board requests that ICANN staff develop proposed metrics to quantify and track activities called for in the affirmation and ATRT report and benchmarks that enable ICANN to compare its accountability and transparency-related efforts to international entities' best practices. And the rationale follows. Thank you very much. >>PETER DENGATE THRUSH: Thank you, Sebastien. Is there a seconder for that resolution? I think I saw Ray first. Thank you, Ray. Is there any discussion about this, which calls for work to be done to implement all of the recommendations of the ATRT after making the appropriate inquiries and calling on the other parties, such as the GAC and the NomCom, et cetera, to become associated with that work? Any comment? Rita? >>RITA RODIN JOHNSTON: I think we heard a lot this week that -- a lot of encouragement for the board to take these recommendations from the ATRT on board. I think that this board is very excited to do that. We want to make sure that we respect our processes. So we encourage everybody to comment on these as soon as possible so that we can start to incorporate this into our dialogue and move as quickly as possible to incorporate these important changes into our processes. Thanks. >>PETER DENGATE THRUSH: Bertrand? >>BERTRAND DE LA CHAPELLE: Very briefly, the ATRT is the major innovation that was introduced by the Affirmation of Commitments and the major transition, the embodiment of the major transition, in the Affirmation of Commitment from accountability to one major actor to accountability more extensively to the global community. The implementation of those recommendations are extremely important, and I would support what Rita was saying. The comments from the community on how to best implement that, and I think in particular of the recommendations of the ATRT that relate to the way we develop policy, how the different stakeholder groups interact with one another, is extremely important, and you know this has been a subject that I've raised often and often. This is critical, and it will be very important that the community interacts and provides suggestions on how to manage the policy development, and particularly the phases of comments and responses to comments among the numerous recommendations. So I wanted to highlight this topic because we are really hoping that the debate will be developed on this. >>PETER DENGATE THRUSH: Thank you, Bertrand. Cherine. >>CHERINE CHALABY: I echo my colleagues' points. I'd like to add one more point. It is, when we look at the ATRT, we have to look at it in a holistic way. These are a set of recommendations all tying together, and we mustn't pick and choose. Just look at it in one holistic manner. >>PETER DENGATE THRUSH: Thanks very much. Bruce? >>BRUCE TONKIN: Yeah. I just want to emphasize that, you know, as stated in the whereas clauses, you know, the board has basically taken into account the 27 recommendations and agrees that they can provide, you know, improvements for ICANN. But in terms of managing expectations, it's understanding that some of those recommendations need fairly careful planning and some of those recommendations have significant budget impacts which would then fall into our budget cycle starting 1st of July. So there's actually a lot of work to do to implement a few of them, and I'll give one specific example and that would be board member compensation. There are legal requirements for how a board could pass a motion to decide to compensate board members, which is one of the recommendations, and then there are obviously budget implications of doing that. So just the legal steps that need to be followed will take a bit of time. Not years, but will take some months. And then the budget work is very important as well, because we have to then take the budget implications into account and in our planning. So there's quite a lot of work to do. I just want to manage that expectation. >>PETER DENGATE THRUSH: Thanks, Bruce. Anyone else? Rod? >>ROD BECKSTROM: Yeah. I -- yes. I just would like to thank the staff that's worked extremely hard on this. The ATRT recommendations were published on December 31st. They were soon posted for public comments for 45 days. That period ended on February 15th, and within roughly four weeks our staff had synthesized the public comment, analyzed all the recommendations, all 27, and come up with draft implementation plans. It would not have been possible to move more swiftly and broadly on these issues, and that's the proof of our organization's commitment. A lot of other assertions have been made that somehow staff is not taking this seriously. Let me just say, you know, the facts present themselves. I commend Denise Michel and other staff members for this quick turnaround. These documents that have already been shared with the board a week ago will be posted on-line, and then we look forward to the public's comment and then we'll continue working forward through the appropriate processes. So our basic philosophy has been: how do we analyze all those recommendations, provide the most complete set of information we can to all board members in the shortest amount of time, but deliver as high of quality a product as possible. So I just want to recognize staff, again, and also thank the community for the feedback you provided leading up to February 14th and for the next round, and we look forward to moving forward from there. Thank you. >>PETER DENGATE THRUSH: Thanks, Rod. Any further comment on this? If not, I'll put that resolution. All those in favor please raise their hands. Any opposed? Any abstentions? Kuo-Wei abstains. Would you like to make a comment for the record about why you're abstaining? You don't have to make it now. You can insert it later. >>KUO-WEI WU: Yeah. I think at this moment I'm not going to say anything about this one yet. Yeah. Sorry. >>PETER DENGATE THRUSH: Okay. That's all right. If you -- for the members of the community, if -- members of the board have the capacity, if they abstain or oppose, to make a written statement to indicate their position just as part of the transparency issues. Let's go back to the earlier resolution. My apologies for the slight delay in relation. There was just some question about whether the dates that were recorded in the wording of the opening were correct. I think we now have that clear, and let's begin with that. So the chair moves: WHEREAS, on the 25th of June 2010 the ICANN board, after substantial public comment was received on the process options available to ICANN to consider the independent review panel's declaration of 19 February 2010, the board accepted, in part, the findings of that panel. The board then directed staff, quote, 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.; WHEREAS, ICANN staff performed the required due diligence that showed that the ICM application remains current and that there have been no negative changes in ICM's qualifications. WHEREAS, ICM provided ICANN with a new proposed registry agreement that included additional provisions, requirements and safeguards to address the issues that the GAC and other community members had raised with respect to the previously proposed agreement. WHEREAS, the proposed registry agreement and due diligence materials were posted for public comment. Over 700 comments were received, though few of the comments addressed the terms of the registry agreement. No changes to the registry agreement are recommended in response to the comments. WHEREAS, on 10 December 2010 the board agreed with an assessment that entering into the proposed registry agreement would conflict with only three items of GAC advice and directed the staff to communicate this information to the Governmental Advisory Committee. WHEREAS, on 10 December 2010, the board further determined that it intends to enter into a registry agreement for the ICM registry for the xxx sTLD subject to GAC consultation and advice, and hereby -- or thereby invoked the consultation as provided for in ICANN bylaws section Article XI, Section 2, Paragraph 1j. And there's provided a link to the bylaw. WHEREAS, to facility the bylaw consultation with the GAC on the 25th of January 2011, the board directed staff to forward a letter from the board to the GAC clearly set forth the board's position on how the ICM proposed registry agreement meets items of GAC advice and setting forth the items of GAC advice remaining for consultation. The letter was forwarded on the 11th of February 2011 and is available at the given link. WHEREAS, on the 16th of March 2011, the GAC forwarded a letter of the board clarifying GAC advice on the ICM matter. WHEREAS, the board has carefully considered comments from the community and the GAC in making this decision, in furtherance of ICANN's mission. WHEREAS, on the 17th of March 2011, the board and the GAC completed a formal bylaws consultation on those items for which entering the registry agreement might not be consistent with GAC advice. It's now resolved, the board authorizes the CEO or the general counsel to execute the proposed registry agreement for the xxx sTLD in substantially the same form posted for public comment in August 2010. RESOLVED, the board adopts and fully incorporates herein its rationale for approving the registry agreement with ICM for the xxx sTLD -- and there's a link provided -- to support the entering into the proposed registry agreement. RESOLVED, the board and the GAC have completed a good-faith consultation under the bylaws. And the section is given. As the board and the GAC were not able to reach a mutually acceptable solution, pursuant to article bylaws, the board incorporates and adopts as set forth in the rationale the reasons why the GAC advice was not followed. The board's statement is without prejudice to the rights or obligations of GAC members with regard to public policy issues falling within their responsibilities. So that's the end of the resolution and I'll not read the text of the rationale which I can tell you runs to 20 pages. Is there a seconder for that resolution? I see Ramaraj seconds. Thanks very much. Now, in relation to this issue, we normally -- we have made a reasonable effort to address the issue of conflicts. A number of members have previously declared conflicts. Is there anyone who would like to take a position in relation to conflict? Bruce? >>BRUCE TONKIN: Thank you, Peter. As has previously been noted in my public statement with respect to interests, I am employed by a registrar. Some customers of that registrar may choose to register in a dot xxx extension, if it was approved. At this stage, I'm not expecting that -- the financial interest to be material, but I'm taking a conservative view and will abstain on this motion. >>PETER DENGATE THRUSH: Thank you, Bruce. So noted. Does anyone else want to make a statement about conflict? Ram Mohan. >>RAM MOHAN: Thank you, Peter. I'd like to indicate that since I have a long-declared conflict of interest that has been made public for a while, I have recused myself from all discussions regarding dot xxx, including not being present in the room while the board deliberated on this topic at this meeting. So that's just for the record. Thank you. >>PETER DENGATE THRUSH: I wonder if the scribes could just correct. You said you have recused yourself and they've recorded that as "will recuse." In fact, you have recused yourself. >>RAM MOHAN: That's correct. I have recused, not been part of the discussions, or participated in the meetings. >>PETER DENGATE THRUSH: Thank you. Sebastien, I think you wanted to make a comment. >>SÉBASTIEN BACHOLLET: Thank you. I also will not participate in the discussion on this topic as the ICM propose me sit on the board of i4, the sponsoring organization, and I thought it was a good move as an end user perspective to go there. I decide that I will potentially accept. It's not done because it will done in the next few weeks or few months, but I think it was fair to disclose that before the vote on this resolution. Thank you. >>PETER DENGATE THRUSH: Thanks very much, Sebastien. Does anyone else want to make a comment about conflict? All right. Those positions are noted. Thank you for that. The floor is now open. Would anybody like to speak in relation to this motion. George? >>GEORGE SADOWSKY: Thank you, Peter. This is going to be a longer intervention than usual, and I hope you'll bear with me. This is a really pivotal moment in the development of ICANN's policy and I really would like to address this rather fully. The issues that are presented by this resolution have been some of the most contentious in ICANN's history, and when I joined the board I anticipated that I might have to address them during my tenure. I've struggled for the past year in good faith to understand and analyze the issues presented based upon what I understand to be in the best interests of the organization. As a result, I've decided to oppose the resolution. My position is based on five major considerations. The first one is that my position in this vote is not about adult entertainment. My personal attitude toward adult entertainment is liberal. It has nothing to do with my opposition to the proposed resolution. Further, my vote is in no way a statement against Stuart Lawley or against ICM, the entity sponsoring dot xxx, because with the exception of implicitly claiming to have broad-based support of participants within the industry to which they belong, I believe they've behaved according to the processes established by ICANN. Our issue today really has nothing to do with adult content, per se, and my vote is not against pornography on the Internet. Now, as we know, the Internet is filled with pornographic sites. They're easy to create and locate, even without a common label at the top of the domain namespace. Whether dot xxx is or is not approved, I anticipate that the amount of pornography on the Internet and its rate of growth will not change significantly. Second, my position is informed by my perception of insufficient proof of worldwide community support. ICM applied for dot xxx as a sponsored gTLD, and under the sTLD process, applicants were required to show -- and I quote from the RFP for the sTLD round of applications -- were required to show, quote, broad-based support from the community it is intended to represent. To the best of my knowledge, and based on data provided to this board in various ways, I believe that the evidence indicates that such broad-based support was illusory. The process in which this board is now engaged was initiated when a previous ICANN board made what I believe was a fundamental error, agreeing to proceed to contract negotiations with ICM. I now believe that the judgment of the IRP, the independent review panel, claiming that the board's 2005 decision determined that ICM met the sponsorship criteria should not have been accepted. Third, this vote is not about freedom of speech. The Internet today is a global infrastructure that anyone can use to become a publisher. Today, there are millions of Web sites providing content to the world on a very wide range of subjects and areas, including adult content. The mandate of ICANN does not extend in any way to judgment of adult content or any other content, per se. It's my opinion that whether dot xxx is or is not approved, the amount and the rates of growth of types of content on the Internet will not change significantly. If dot xxx is not created, I maintain that individual users of the Internet will not be harmed. Users who want adult content will be able to find it as easily as if dot xxx existed. It's my belief that publishers of information on the Internet, including publishers of adult content, will be able to implement their rights of free expression as easily in the absence of dot xxx as in its presence. Fourth, and extremely important, I believe that the future of the unified DNS could be at stake. I submit that the approval of the application for dot xxx could encourage moves to break the cohesiveness and uniqueness of the DNS. In my judgment, it would undoubtedly lead to filtering the domain, and quite possibly instigate the erosion, degradation, and eventual fragmentation of the unique DNS root. Now, while we know that filtering already exists, I believe that the creation of dot xxx would mark the first instance of an action by this board that may directly encourage such filtering, posing a risk to the security and stability of the DNS. In my judgment, the board should not be taking actions that encourage filtering or blocking of a domain at the top level. Further, I believe that the filtering of so-called offensive material can provide a convenient excuse for political regimes interested in an intent on limiting civic rights and freedom of speech. Further, I believe that such moves provide an incitement to fracture the root, a concern that we've recognized in preparation for the new gTLD program as a distinct threat to the security and stability of the DNS. Interestingly, we've heard opinions of others that in this manner, the creation of dot xxx could quite possibly lead to a loss of free speech rights in countries with repressive regimes. We must avoid this at all costs. The majority of opinions that I've heard from those at ICANN meetings have expressed support for the inclusion of dot xxx in the root. However, from the point of view of the average person in our larger world of 6 1/2 billion people -- I'm going to repeat that. From the point of view of the average person in our larger world of 6 1/2 billion people, it's my opinion that these conversations in ICANN meetings would most probably have been perceived as a meeting of a small exclusive club of affluent people coming from a small subset of the world's population, many of whom have, at best, a superficial understanding of other cultures and with insufficient regard of the potential effects of admitting dot xxx into the root, into societies with different and deeply held cultural and behavioral norms. Fifth and centrally, ICANN has a duty to uphold the global public interest. ICANN has agreed that its actions are to be in the global public interest, and I believe that if this resolution passes and dot xxx is put into the root, the action could be regarded as against the global public interest. Compared to what I believe could be significant harms, there is, at best, a very limited global public interest case to be made for the inclusion of dot xxx in the root in terms of its possible effect on the level of child pornography on the Internet. I believe that there is a stronger case that there could be significant harmful and possibly irreversible effects with regard to the uniqueness and cohesiveness of the global Internet if dot xxx is, in fact, included in the root. It's my opinion that the duty of ICANN is not to be a passive agent in the process of monetizing character strings for others to exploit with little regard to the effects of such actions in the world. If dot xxx were to be included in the root, I believe this would be in disregard of significant global sensitivities. The community dialogue appears to regard character strings chiefly as opportunities for monetization and profit. This can be a legitimate business approach, but I believe that in the interest of the stability of the Internet, it is ICANN's duty to be aware of probable negative externalities in its consideration of such activities. You know, if today's vote had an impact only in my own country, the United States, I wouldn't object to the establishment of this domain, but the application this board is invited to consider has more wide- ranging implications far beyond the United States or even beyond the so-called developed countries alone. It has the potential to affect those 6 1/2 billion people and their considerable complexity of their various cultures. Those cultures hold diverse views regarding many aspects of human conduct, including different approaches to philosophical concerns, human and civic rights, religious persuasions, freedom of speech and expression, political systems, aesthetic expression, and sexual preference. We may have opinions, positive and negative, regarding other cultures and ethical systems, but unless in defense either of self or of core human rights, it's my opinion that we must proceed carefully when we consider the delegation of top-level domains, global-level domains, consisting of concepts and terms that may run counter to the sensibilities of significant segments of the world's population. In retrospect, it's unfortunate that the criteria for approval of ICM's application -- that is, the sTLD process -- did not include a formal objection procedure to account for the diverse cultural concerns that could arise. If dot xxx were approved, I believe that it would be a victory of compulsory adherence to process, rather than a serious discussion regarding our responsibility for the future of the DNS and the Internet. It would be a victory of process over goals and of means over ends. And if, in the future, there arise significant unanticipated negative consequences as a result of this decision, will our defense be limited to the excuse, "But I just followed the process"? So in spite of some possibility of resulting in some useful change, I believe on balance that the proposed resolution currently before the board threatens the long-run integrity of the DNS and works against the global public interest. It should be defeated. Thank you. [ Applause ] >>PETER DENGATE THRUSH: Thank you, George. Does anybody else want to speak to the resolution? Katim. >>KATIM TOURAY: Thanks, Peter. I would also like to say that I am going to be voting against this resolution. And my reasons for the vote that I intend to make are very simple. In fact, it's only one. It's been a very contentious process, a very litigious process, and of course a lot of emotion has been spent by both sides on the matter. But for me, I think the deal killer has been my own evaluation and my assessment of the impact that I perceive this would have on ICANN's relationships with governments around the world. It is my belief that the GAC is a very important and vital constituency of ICANN, and the GAC we are dealing with now is different from the GAC that ICANN was dealing with three years ago and, dare I say, five years ago. There has been a fundamental shift in the central gravity, as it were, of the involvement of the GAC in ICANN. Many governments are now waking up to the reality of the need for them to get more involved in what ICANN is doing for the greater good of the global Internet community. And so it is for this very reason that I think that for ICANN to, on this matter, put aside the advice of the GAC and its members would, I think, be unconstructive and, in the end, poisonous to the atmosphere that we need to build -- and a positive one at that -- between ICANN and the GAC and the rest of the governments of -- and the governments of the world. And I say this also because in my mind, the relationships between ICANN and the GAC and governments and GAC is probably the most single existential relationship that we have. That is, I say "existential" in the sense that it is one relationship that could potentially have an existential threat on ICANN. You and I know that there have been a lot of governments that have been pushing, in Internet Governance Forums around the world, for the transfer of some of the work that's been done by ICANN to other international bodies and to other international frameworks. In other words, we are talking about a situation where there are many governments that would be very happy to see ICANN gone. And so for that very reason, not that I see this as a panic move or whatever, but I think in the interest of engagement and of constructive relationship with governments around the world, I think it would be unwise for us to pass this resolution. And it's for that very reason I intend to vote against it. Thank you. >>PETER DENGATE THRUSH: Thank you. [ Applause ] >>PETER DENGATE THRUSH: Thank you, Katim. Bertrand? Thank you. >>BERTRAND DE LA CHAPELLE: As you can imagine, it is an extremely difficult decision to make. As a board member that arrives after an extremely long process that I have followed extensively, you can imagine that I've pondered the importance of the vote I'm making today. I will vote in favor of the resolution, and I will explain why. I share a large number of the concerns expressed by both George and Katim. And I want to say as a first element that it is in full consideration of all the cultural sensitivities that are legitimate that must be taken into account, that are being taken into account. This is not a discussion about a relationship between a small minority and the governments of this world so much. Even a small minority, we are exactly what has been described. We are privileged. We are here. We can make decisions. We can participate. Nothing prevents, however, a small minority to weigh the pros and cons of situations and try to define what is best globally. The reason why I'm voting in favor today is that I have studied the consequences of voting no, and the consequences would not be earth- shattering. We can vote no. Nothing is compelling us to vote no. We are free. I mean, this is a decision. If there is a no, things will evolve. And, by the way, the way the resolution is worded today, if we were to vote no, it would not even be the end because we actually could pass then another resolution to say we definitely vote no because if we vote no here, literally speaking, we have not decided against. We have decided not to put it positively in the root. So we can go on in this game forever, and this game can go on forever. And so I wondered what is most important, what is most harmful for the model that we are following. Is it to have the game go on forever, or is it to solve the question today? And solving the question today has to take into account another thing. If we are to vote no today and, for instance, decide not to vote to endorse, we may have a decision later on to formally decide not to do it. And we may even not have a majority there. But what would happen in any case, even if we decided in this round, in this selection to not endorse ICM, there will be lawsuits. There will be a lot of nice processes. This is not the problem. But there will be a very legitimate application in the new gTLD program for .XXX. And as George said, it has nothing to do whether there is the content or no content on the Internet that relates to pornography. This is not a matter for the ICANN board to decide whether it is good or not to have pornography on the Internet. If there is a vote no, there will be a legitimate application that will come in whenever the round comes in. And my evaluation of what is in the applicant guidebook and what should be in the applicant guidebook is that the result is that a perfectly non-sponsored, non- community TLD would be submitted because it is a burden to have community restrictions. And I was asking myself this very simple question, what is better, having in a few years a completely non-controlled .XXX TLD? Because there will be no obligation to have something, and it would pass through the objections or the current mechanism that through this very torturous root has led to at least a significant amount of framing this. So in conclusion, it is not an easy decision to make. And the reason why I decide in the end that the global public interest is satisfied is because it is not insulting to other cultures. It is a reflection of the reality and the diversity. And it is altogether better to have this framework than the worst framework that would necessarily happen later. Thank you. [ Applause ] >>PETER DENGATE THRUSH: Merci, Bertrand. Erika? >>ERIKA MANN: Thank you so much, Peter. It is, indeed, a difficult -- a difficult decision because it takes us into new areas. And whenever we move into new areas as human beings, we tend to be uncertain. And that's a natural -- it is a natural reaction because what we don't know in reality what is the perfect answers. But that's the way we as human beings explore new adventures. We don't know what is the perfect answer. So we always have to take risk. It is not something new which we experience here in the Internet world. And with this decision on XXX, I think it is something which will be with us forever. So my consideration taking all points into my reflections, the technical questions, will it be conflictual with the way the DNS is structured, the political questions with regard to our global environment, the stability questions. And I went around as much as I could in this short time, since I remember looking into the documents, finding answers with the community. My answer is I will say yes. I want to take the risk because we will have to face this challenge anyhow. If we don't face it today, we will have to face it with the new round on new gTLDs. It is not going away. And nobody, and at least not in the near future, can say that's right, that's wrong. So taking this all in consideration, I would say yes and I will take the risk and face the challenge. Thank you. >>PETER DENGATE THRUSH: Thank you, Erika. [ Applause ] Ray Plzak? >>RAY PLZAK: Thank you, Peter. I won't attempt to speak any more eloquently than Bertrand or Erika already has on this matter. Yes, this is, indeed, a time of challenge. But I would point out the fact that, yes, we are following a process here; but I do not think we are slaves to this process. I know that many of my fellow board members, in fact, all of my fellow board members, have agonized over this process. We have agonized over it for a long time. And so that we have chosen to move down the road that we are going doesn't mean we are slaves to what we're doing. We have just spent three, four days this week and several days in Brussels discussing nothing but process. And so I think that this resolution, while it is challenging, it is a challenge to us as an organization. It is also a chance for us to step forward, so I will be voting yes on this. [ Applause ] >>PETER DENGATE THRUSH: Thank you, Ray. Kuo-Wei? >>KUO-WEI WU: I share what George said. It is a very painful decision. No matter what a single member decides, I think we all do our best for this ICANN mechanism, also for this whole community. And I fully believe every single member, no matter he vote for yes or no, I think we actually look in the best interest for this whole community and this mechanism. And my vote would be saying no. >>PETER DENGATE THRUSH: Thank you, Kuo. Steve Crocker? [ Applause ] >>STEVE CROCKER: Thank you, Peter. As you all have heard, each and every one of us has labored hard to think through the issues here. I want to make it clear that this has weighed heavily on us as individuals, heavily on us as board members. We have listened to all segments of the community, and we have specifically listened very, very carefully to the GAC with great respect and with great attention. So the decision that we're making here is not casual and it is not in any way intended to give less weight than you would hope that we would give. So that's the -- that's the main thing that I want to say here, not to be defensive or proactive about which way the decision goes but to be very, very strong in stating that we have been very interested, very attentive and given great weight, as I said, to -- both to the letter and to the feelings and the meanings that are conveyed behind the words that have come to us from the GAC. Thank you. >>PETER DENGATE THRUSH: Thank you, Steve. Rita? >>RITA RODIN JOHNSTON: Thank you, Peter. There's an expression in the U.S. "caught between a rock and hard place." And for those that are not familiar with it, it connotes being caught between two very difficult choices. And I have never felt this so poignantly as with this XXX decision. I was a member of the board in 2007 when I and we voted against XXX. We were instructed notwithstanding activities of a prior board in 2005 to review the application to see whether, among other things, it met the sponsorship criteria. At that time, I did not feel that it did so I voted against. Subsequently, an independent review panel reported that my vote was improperly considered. As a board member, I did not have the ability to assess the sponsorship criteria because the prior board had made that decision, maybe in a confusing way but it made that decision in 2005. It is now 2011, six years later, and we still have not made our final decision. The reason I think the situation is between a rock and a hard place is because this is the clear lose-lose for our board. If we vote in favor, we are seen to ignore comments of community participants including the GAC. If we vote against, we do not honor the findings of an independent process that we have set up to review our decisions. In my view, we all learned that the criteria set up as part of the prior sTLD round could have been improved in many important areas. In reviewing some of the elements of the IRP process as with many of ICANN processes, there also is room for improvement. And as we've seen this week, the consultation process with the GAC is still in its quite nascent stages and needs urgent attention. But the bottom line for me is on balance, I feel a responsibility to respect our processes. However flawed they may be -- and I hope they are included in the ATRT process for improvements -- they exist. You all read them, you use them, and you rely on them. In that instance, I do not feel that I can now again for a second time vote against this TLD. To me, that would mean that I place my status as a board member above everything and everyone else here, and I don't think that is even marginally appropriate or true. This is not a debate about pornography or free speech or respect for religious, cultural or governmental differences. The time for that is long past. This is a debate about respect for process. So I hope, to channel President Clinton as many have done this week, regardless of our individual, personal views on this issue, we can all join together and stumble forward with this TLD. I want to express apologies to the GAC members who do not support this TLD. Blocking occurs today, and this vote may exacerbate that which would be very unfortunate. I want to apologize to community members who took the time to come to the mic yesterday and many times over these long years to oppose this TLD. The good news for you is XXX will not quash free speech, nor will it affect any other TLD so your sites in dot com and others can continue to flourish, or do whatever the appropriate word would be there that they do. [ Laughter ] Thank you for that laugh. That was supposed to be a joke. And, finally, to the dot xxx registry, good luck, boys and girls. You can be sure all eyes will be watching. I hope that you uphold your contractual commitments and will be prudent, cautious and responsible in this bold new space. Thanks very much. [ Applause ] >>PETER DENGATE THRUSH: Thanks, Rita. Suzanne? >>SUZANNE WOOLF: Sure, thank you, Peter. I just want to note briefly that one of the reasons why this has been such a difficult set of decisions is that sometimes it is possible to give unambiguous technical advice, as much as we would like the world to work that way; and this has been one of those times. It seemed worth noting on the issue of prohibition of access or blocking that what appears in the rationale after much discussion and soul searching. I'll just point that out from the document. The issue of governments or any other entity blocking or filtering access to a specific TLD is not unique to the issue of the dot xxx sTLD. What we agree is blocking of TLDs is generally undesirable. If some blocking of the XXX sTLD does occur, there is no evidence the result will be different than the blocking that already occurs. Thank you. >>PETER DENGATE THRUSH: Thanks, Suzanne. [ Applause ] Does anyone else wish to speak? If not, I think it is time to put this resolution. So all those in favor of this resolution which will have the effect of instructing the CEO to sign the contract with ICM for the XXX top-level domain please raise your hands. All those opposed please raise your hands. Three. Any abstentions? One, two, three, four. And I declare the resolution carried. [ Applause ] Those of you who abstained or opposed, of course, have the opportunity to put a comment on the record. A strong recommendation to anyone interested in this issue to carefully read the 20-page rationale that the board has prepared as part of its thinking in arriving at the positions now reflected in a formal vote. Rod? >>ROD BECKSTROM: I just note that I will submit written remarks for the record on my abstention. Thank you. >>PETER DENGATE THRUSH: Thank you. Let's move to -- Sébastien? >>SÉBASTIEN BACHOLLET: One short point here, not about the content but about the process, it seems to me that to carry this motion must have the majority of the board members. That was the case. In my case, it is a little bit strange because as you can imagine, I would have supported this resolution if I had the ability to vote. In my country, I will not have been counted as a votant. The bylaws say that I must be, and I follow the bylaw. It may be something we have to think about how to deal with this sort of issue in the future. Thank you. >>PETER DENGATE THRUSH: Yes, thank you, Sébastien. It is the consequence that an abstention seems to count against when, in fact, the intention, of course, is not to affect the vote. But that's the way the bylaws are currently structured. We may have to look at that. Let's move to Item 6, which hasn't quite got the tension that the previous item has. It is, in fact, the approval of expenses related to board-directed activities. And it is a financial matter. It seems appropriate to call upon Ramaraj, who is the chair of the Board Finance Committee to take us through this resolution. Ramaraj? >>RAMARAJ: Thanks, Peter. Approval of expenses related to board- directed activities. Whereas, on 29 June 2010 the ICANN board passed the financial year '11 operating plan and budget. Whereas, during the financial year '11, the board has undertaken several activities that were not addressed in the budget. Whereas, the budget for these items were presented on 13 March 2011 to the Board Finance Committee. Whereas, the Board Finance Committee recommends that the board confirm the proposed budgets for these activities directing the CEO to stay within the total overall financial year '11 approved budget, if feasible, by funding these items from the contingency line item of U.S. dollars 1.5 million. Resolved, the board confirms that the CEO has been directed to undertake the activities for which the additional budget numbers have been recommended by the Board Finance Committee. Resolved, the board approves the proposed budgets for the following additional activities in FY11 in an amount not to exceed $1.64 million U.S.: One, AoC reviews; two, the third board retreat on gTLDs; three, the GAC-board meeting in Brussels; the IDN variant panel; and, fifth, the ATRT recommendations. The board further directs the CEO to use the U.S. dollars 1.5 million contingency line item to stay, if feasible, within the total amount of the FY11 approved budget when implementing these activities. >>PETER DENGATE THRUSH: Thank you, Ramaraj. Is there a seconder for that resolution? Thank you, Cherine. Any discussion about this? This approves the extraordinary expenditure on these items as indicated. I see no further discussion. All those in favor please raise your hands. Any opposed? Any abstentions? Carries unanimously. Thank you. Let's move to Item 7, which is the TLG, the Technical Liaison Group, review. And it seems appropriate to ask Ray Plzak to help us with this one. Ray? >>RAY PLZAK: Thank you, Peter. Whereas, the independent reviewers for the Technical Liaison Group review have delivered a final report, which contains conclusions and recommendations for enhancing the effectiveness of this structure, primarily by abandoning the current structure and potentially to replace it with bilateral or other arrangements. Whereas, the report has been posted for public comments, both at the draft stage and in its final version, and some comments received have raised concerns about the future of the relationships between ICANN and other members of the Internet technical community. Whereas, the board agrees with the Structural Improvements Committee on its proposal to thank the independent reviewers and others involved in commenting and advancing the activities of the review for their commitment and contributions; And Whereas, the board agrees with the SIC on its proposal to establish a board working group to consider measures to enhance the coordination and cooperation between ICANN and other members of the Internet technical community before deciding on any dismantling of the TLG. Resolved, the board accepts the final report on the TLG review from JAS Communications, LLC, and thanks the independent reviewers, staff and the SIC members for their work with this review. Resolved, the board establishes the board technical relations working group to consider measures to enhance the coordination and cooperation between ICANN and other members of the Internet technical community with the intent of, among other things, dissolving the TLG by the 2011 annual meeting; and asks the working group to engage the ICANN community in a fully consultative process on the coordination and cooperation between ICANN and other members of the Internet technical community. Resolved, the board requests the Board Governance Committee to nominate five members of this working group, one of whom to serve as chair for consideration at the board meeting of 21 April, 2011. Resolved, the board requests that the SIC develop a charter for this working group based upon the report of the TLG review, comments to that review and any other available information, for consideration at the board meeting of 21 April, 2011. >>PETER DENGATE THRUSH: Thank you, Ray. Is there a seconder for this? Steve Crocker. Thank you, Steve. Would anybody like to speak to this resolution? Steve? >>STEVE CROCKER: The role of the liaisons from this so-called Technical Liaison Group have played a very special place in the sequence in history of our operation. Without any question, we value very highly technical advice. And I personally think it is absolutely essential that we continue to have high-quality technical advice right into the middle of our deliberations and marbled all the way through, up and down, not just at the board level. That said, the structure of this particular seat on our board has been problematic because the -- this is shared amongst three organizations with a strict rotation so that a new person shows up once a year or what has become a bit more common, three people share the seat and the same person shows up after three years. Without any doubt, and I speak both personally and I think I speak on behalf of all my colleagues, we have been blessed with a very, very strong set of representatives from all of the organizations, from the ITU, from ETSI and from W3C. And both professionally and personally, we have come to treasure and respect them. So there is nothing at that level, either personally or professionally that is involved in this transaction here in this action that we are taking. We need to find a way to harmonize the need for technical interaction and, indeed, even to harmonize our need to work cooperatively with other key organizations in our space but to do so in a way that is a bit more effective. So this is really a kind of business process issue and not anything deeper or more philosophical than that. So I want to make sure that we're very clear in expressing our respect and admiration for the several colleagues, including our current liaison, Reinhard Scholl, who has been very gracious in sitting and working with us as we've worked through this process. Thank you. >>PETER DENGATE THRUSH: Thank you, Steve. And Reinhard himself. >>REINHARD SCHOLL: Thank you, Peter. I'm speaking here as the TLG, representing the ITU-T. That's the standardization sector of the ITU, so I'm not representing ITU but the ITU-T. I would like to quote from the ICANN bylaws: Begin quote, the quality of ICANN's work depends on access to complete and authoritative information concerning the technical standards that underlie ICANN's activities. ICANN's relationship to the organization that produced these standards is, therefore, particularly important, end quote. All the members of the TLG have commented on the report of the consultancy and they have emphasized on the importance of giving technical input to ICANN. So has the ITU-T. I would like to reiterate what I said back then; namely, that the ITU-T is more than happy to collaborate with ICANN on standards matters. So what the best mechanism is to give technical input that remains to be determined, the current way is not the best possibility. So I'd be very happy to be part of this working group that is aiming at trying to determine this. Thank you, Peter. >>PETER DENGATE THRUSH: Thanks, Reinhard. Does anyone else want to comment on this? If so, I'd just like to substantially echo Steve Crocker's comments and say, firstly, I personally value this link we have with the ITU. And we want the relationships with all of the technical community to be enhanced. There is a certain limitation just of three entities here, which is sort of historic. So I think a review of all of the appropriate entities that we should be having this kind of relationship with is a welcome step. The other point is we want liaisons from these groups to be able to function well. And on the one hand, we've had recommendations that the term of people on the board should be extended because the volume of work is so great and by the time it takes you to become effective, the term should be lengthened. We have this in this group only having a one-year term in a kind of rotation. So there are a number of aspects that are preventing us, I think, from having the best possible relationships and, taking Reinhard's point, getting that information into the system. So I very much look forward to this review for the enhancement that we hope to have with these elements of the technical community. Anyone else want to comment? If not, I'll put that resolution. All those in favor please raise your hands. Any opposed? Abstentions? Carries unanimously. Let's move then to the IDN ccTLD fast-track review, and I will call on Mike Silber to take us through that resolution. >>MIKE SILBER: Thank you, Peter. Whereas the final implementation plan for the IDN ccTLD fast-track process was approved by the ICANN board at its annual meeting in Seoul, Republic of Korea, on 30 October, tine and launched on 16 November, 2009. And I should say as an aside it was my privilege to have been able to move that resolution as well. And whereas the final implementation plan requires annual review of the process, and the ICANN board directed staff to monitor the operation of the IDN ccTLD fast-track process at regular intervals to ensure its smooth operation, and subject to board review, update the process when new technologies or policies become available with the goal to efficiently meet the needs of fast-track process requesters, and to best meet the needs of the global Internet community. Whereas, ICANN has completed the first review of the IDN ccTLD Fast- Track Process conducted in two parts: A public session held during the ICANN meeting in Cartagena on 6 December 2010, and an online public comment forum extent running from 22 October to 17 December 2010 and subsequently extended to 31 January 2011 at community request. Whereas, ICANN released on 21 February 2011 a review of the received comments with accompanied ICANN recommendations and general feedback. Whereas, the board notes that the Fast-Track Process is limited in its approach and eligibility requirements, while the community works to solve policy issues necessary to build a broader and ongoing process, and while outstanding issues related to managing variant TLDs is pending further study per the draft proposal for the study of issues relate to go the delegation of IDN variant TLDs released for public comment. Resolved, the ICANN board approves the recommendations set forth in ICANN recommendations of public comments received on the review of the IDN ccTLD Fast-Track Process and directs the CEO to have the identified work performed. Resolved, the board thanks the community for participation in the first annual review of the Fast-Track Process, and acknowledges that the first review of the Fast-Track Process is complete. And then there is also rationale, which I will, for the sake of brevity, not proceed to read. >>PETER DENGATE THRUSH: Thank you, Mike. Let the record show that I have seconded that resolution. Is there any discussion about that? Does anyone wish to speak to it? If not, I will put that resolution. All those in favor, please raise your hands. Thank you. Carried. Any opposed? Abstentions? Carried. Thank you. Let's move to the item 9, the approval of VeriSign's RSEP request for release of numeric-only strings for dot name. George, can I ask you to move this resolution or did you want -- >>GEORGE SADOWSKY: No, I don't want to move it. I am voting against it. >>PETER DENGATE THRUSH: Sorry. I have you down as making a comment. Would someone else like to move this resolution? Cherine. Thank you. >>CHERINE CHALABY: Thank you.whereas, VeriSign submitted a request pursuant to ICANN's Registry Services Evaluation Policy to amend the dot name registry agreement to allow the allocation of numeric-only and numbers-and-hyphens domain names in dot name. Whereas, dot name is the only gTLD currently not allowed to allocate numeric-only and pure numbers-and-hyphens domain names. Whereas, ICANN evaluated the proposed amendment to the dot name registry agreement as a new registry service pursuant to the Registry Services Evaluation Policy, did not identify any security, stability, or competition issues, and posted an amendment for public comment and board consideration. See http: Icann.org/en/announcements/announcements 3-16sep10-en. Whereas the potential issues cited during the public comment period were adequately addressed in VeriSign's response to ICANN, which also described existing mechanisms to deal with the perceived problems. Whereas, approving the proposal would augment the options available to registrants for register names in dot name. Resolved, that the amendment to allow the allocation of numeric- only and numbers-and-hyphens domain names in dot name is approved, and the press and General Counsel are authorized to take such actions as appropriate to implement the amendment. >>PETER DENGATE THRUSH: Thank you. Is there a seconder for that resolution? I see Ray. Thank you, Ray. Now, George, I understand you wanted to say something about this. >>GEORGE SADOWSKY: Well, very briefly. The argument, as I understand it, is that it's necessary to have the possibility of names, numerals and hyphens to represent names. Dot name is a restricted TLD, and I find it -- I don't know what the right adjective is -- silly, I guess, to argue that you have to be able to have the option to use such strange convolutions of characters to represent names. That's all. >>PETER DENGATE THRUSH: Thank you, George. Any other board member wish to speak to this one? Bertrand. >>BERTRAND DE LA CHAPELLE: Just briefly. I will abstain from voting in favor of this resolution as an indication that the situation we are facing in the redefinition of the contents of the limitation on second-level regulation policy needs to be improved. The RSEP process within ICANN should be further improved so it is more detailed. And therefore, I have no objection to the decision, but wanted to highlight this through my abstention. Thank you. >>PETER DENGATE THRUSH: Thank you. Does anyone else wish to speak to this resolution? Seeing none, I will put the resolution. All those in favor, please raise your hands. Any opposed? George is opposed. Noted, George. Abstentions. Is there anyone abstaining? In addition to Bertrand, I see Sébastien. So two abstentions. I declare that resolution carried. Next item is the appointment of the interim ombudsman and I will ask Steve Crocker to read that resolution. Steve. >>STEVE CROCKER: Thank you, Peter. Appointment of interim ombudsman. Whereas, Frank Fowlie, the former ombudsman for ICANN, departed ICANN on 31 January 2011, and a search has commenced to identify a successor ombudsman to fulfill the role to set out Article V of the ICANN bylaws. Whereas, Herb Waye has served as the adjunct ombudsman for ICANN. Whereas the board compensation committee recommends that Herb Waye be appointed as the interim ombudsman while the search for candidates to fill the ombudsman role continues. Resolved, Herb Waye is appointed as the interim ombudsman for ICANN pursuant to Article V, section 1.2 of the bylaws with a term effective 1 February 2010 and terminating on the date the board appoints a new ombudsman to the role. Rationale for the resolution. As the ombudsman role is an important part of ICANN's accountability mechanisms, there will be negative public impact in the role is left vacant and no ombudsman is available. Because Herb Waye has already served within the office of the ombudsman, the appointment as interim ombudsman will have the least impact on the public as the search continues to identify a successor. There is a fiscal impact to ICANN in making this interim appointment in recognition of the salary and benefits to be provided to the interim ombudsman. The impact is minimal as these items have already been included in the ICANN operating budget. >>PETER DENGATE THRUSH: Thank you, Steve. Is there a seconder for this resolution? Thank you, Ramaraj. Is there any discussion about this recommendation from the compensation committee to ensure that we have a continuing ombudsman? I see none. I will put the resolution. All those in favor, please raise your hands. Any opposed? Any abstentions? Carried unanimously. The next item deals with the appointment of our auditor and as chair of the Audit Committee, I ask Rita Rodin to read this resolution. Rita. >>RITA RODIN JOHNSTON: Thank you, Mr. Chairman. Whereas, the ICANN bylaws in Article XVI, Section 3, require that after the end of the fiscal year the books of ICANN must be audited by Certified Public Accountants. The bylaws also state that the appointment of the fiscal auditors shall be the responsibility of the board. Whereas, the Board Audit Committee has discussed the engagement of the independent auditor for the fiscal year ending 30 June 2011, and has recommended that the board engage Moss Adams LLP. Whereas, the Audit Committee has recommended that the board direct staff to execute a professional services agreement with Moss Adams subject to review by the chair of the Audit Committee. It is resolved that the board authorizes the chief executive officer to engage Moss Adams LLP as the auditors for the financial statements for the fiscal year ending 30 June 2011. >>PETER DENGATE THRUSH: Thank you, Rita. Is there a seconder for this resolution? I see Ray. Thank you, Ray. Any discussion about the appointment of our auditors? I see none so I will put the resolution. All those in favor, please raise your hands. Any opposed? Any abstentions? Carried unanimously. The resolution 12 deals with some ALAC-related bylaws amendments and posting them. And as an appointee of ALAC, it seems appropriate for Sébastien to deal with it. Sorry. Oh, I'm sorry. There has been a French cabal working to change my plans, I see. Bertrand, you are very welcome. Thank you. >>BERTRAND DE LA CHAPELLE: Merci. (speaking in French. Scribes have no translation). >>BERTRAND DE LA CHAPELLE: I am reading the resolution now. ALAC related bylaws amendments: Posting for public comment. Whereas on 9 June 2009, the final report of the ALAC review working group on ALAC improvements was published, including a recommendation to amend the ICANN bylaws to reflect the continuing purpose of the At- Large Advisory Committee, ALAC, within ICANN. Whereas, on the 26th of June 2009, the board resolved that all recommendations, except for the allocation of two voting directors to At-Large, presented in the final report could be implemented as recommended by the Structural Improvements Committee, SIC. Whereas, on the 5th of August 2010, the board approved the ALAC/At- Large improvements implementation project plan on the 7th of June 2010 identifying the specific ICANN bylaws paragraphs regarding the ALAC expected to require revision given the final report. Whereas, ICANN staff, working with the ALAC, identified and recommended specific changes to the ICANN bylaws section regarding the ALAC necessary to reflect the continuing purpose of the ALAC as described in the final report. Whereas, the SIC has considered the proposed bylaws amendments and recommends that the board directs the ICANN CEO to post for public comment the proposed bylaws amendments. Resolved, the board directs the ICANN CEO to post for public comment the draft bylaws amendments necessary to reflect the continuing purpose of the ALAC within ICANN as described in the final report. Should I read the rationale? Although it's short -- >>PETER DENGATE THRUSH: We have made a practice of not doing that. It forms part of the record so in the interest of time, let's not. Is there a seconder for this resolution? Sébastien. Ah, the plot thickens. [ Laughter ] >>PETER DENGATE THRUSH: The French plot thickens. Does anybody wish to speak to this resolution calling for the posting of these? I see none. All those in favor, please raise your hands. Any opposed? Any abstentions? Carried unanimously. We come, then, to posting for public comment some changes to the noncommercial user constituency charter. Gonzalo. >>GONZALO NAVARRO: Thank you, Peter. The resolution goes by, whereas on June 30, 2009, the board approved the transition charter for the GNSO noncommercial stakeholder group, NCSG. Whereas, Section 8.1 of the NCSG transitional charter provided that the final NCSG charter be established by no later than the board meeting during the 2011 ICANN annual general meeting. Whereas, members of the NCSG have developed a permanent charter for the NCSG and consulted with board Structural Improvements Committee and the ICANN staff regarding the proposed permanent charter and the SIC recommends that after final editing, the proposed charter shall be posted for public comment. Resolved, the boards the CEO to post the proposed NCSG charter for a 30-day public comment forum. Upon close of the forum, a summary and analysis of the comments received should be provided to the board for further board review and action. >>PETER DENGATE THRUSH: Thank you, Gonzalo. Is there a seconder for this resolution posting this charter? Ray, thanks very much. Is there anyone who wishes to speak to this resolution? Seeing none, I will put the resolution. All those in favor, please raise your hands. Any opposed? Abstentions? Carried. And then the next one of these restructuring resolutions deals with recognition of new constituencies in the GNSO. And I have asked Katim, please, to read us this resolution. >>KATIM TOURAY: Okay, Peter. Thank you very much. With a last name that starts with a "T," I have always been coming dead last in everything I do, so I take the -- I have the honor and privilege of reading the last resolution for this board meeting. And also, this happens to be a very important one, if not, indeed, one of the most -- if not the most important resolution for the simple reason that we are dealing here with the very heart of ICANN; that is, our multistakeholder approach to doing things and the importance of constituencies in the organization's affairs. The proposed process for recognition of new constituencies in GNSO, extension of public comment. Whereas, in June 2008, the ICANN Board of Directors endorsed a series of recommendations concerning how to improve the GNSO structures and operations, and those improvements included recommendations endorsed by the board to clarify and promote the option to self-form new GNSO constituencies. Whereas, the board directed ICANN staff to develop administrative procedures that a prospective organizer could follow in submitting a petition to become approved as a new GNSO constituency, and initial procedures were implemented. Whereas, after some experience with those procedures, the Structural Improvements Committee identified opportunities for improvements to those procedures, and developed a proposed replacement, quote, "process for recognition of new GNSO constituencies," end of quote. Whereas, the SIC's proposed new process significantly modified the original procedures and is designed to accomplish the following goals: 1, optimize the time and effort required to form, organize, and propose a new GNSO constituency through prescribing a streamlined sequence of steps and associated evaluation objective, fair, and transparent criteria, and preserving opportunity for community input. 2, delegate more authority to each GNSO stakeholder group in evaluating new constituency proposals while maintaining the board's oversight role. 3, manage the entire process to a flexible, but specific and limited time frame. And, 4, provide a partial set of criteria for use during the periodic review of the GNSO. Whereas, the SIC authorized staff to open a Public Consultation Forum, PCF, on the process for recognition of new GNSO constituencies to allow for community feedback. The PCF was opened on 2 February 2011 for an initial period of 30 days, within which two comments were received. Whereas, the SIC recommends that the community would benefit from additional time to review, discuss and comment on the proposed new process, and that the PCF should be extended. Resolved, the board directs the CEO to extend the PCF on the proposed process for recognition of new GNSO constituencies. There is a link there, for additional -- for two additional weeks after conclusion of the ICANN Silicon Valley public meeting, closing 3rd April 2011. >>PETER DENGATE THRUSH: Thanks, Katim. Is there a seconder for this resolution? I see Bruce. Thank you, Bruce. Is there anybody who wishes to speak to this resolution extending the time for comment? I see none. All those in favor, then, of this resolution, please raise your hands. Any opposed? Any abstentions? Carried. So as Katim has noted, that brings us to the end of the formal resolutions but we have an item on the agenda for board members to raise any matters of concern or otherwise arising from the meeting. I have a number of matters that I wish to address. But let me just check first whether other board members have anything arising from the meeting here in Silicon Valley. Katim. >>KATIM TOURAY: Thanks, Peter. In fact, I forgot to turn my mic off so I will just continue talking. This is with regard to the appointment of the interim ombudsman. The ombudsman as we all know is a position that is actually enshrined in the bylaws of the organization that provides a very important role to both the organization and the community. And so I'd like to just mention that I hope that appointment of an interim ombudsman doesn't make us sit our -- sit on our hands and kind of like relax on the issue of pushing forward and making sure, as soon as it's expeditiously possible, recruit a full permanent ombudsman, rather than being content with having an interim ombudsman. And secondly, I would like to ask also -- I know I might be trumping them, but the compensation committee -- Bruce, I think is the chair -- if they can maybe provide the community with some sense of where we are on the issue of the hiring of the ombudsman, because I think this is a very important position and now I think it would be a good opportunity to tell people where we are on the matter and exactly approximately when we can get the position filled permanently. Thank you. >>PETER DENGATE THRUSH: Thanks, Katim. Does anyone else have anything to raise? I just have a couple of things to -- I'd like to mention. Anyone else? If not, let me just pick up a point that was made in the public comment period yesterday. There were some interesting comments made reflecting perhaps some community perceptions of staffing matters at ICANN, and I wanted to begin by saying that the board takes the existence of that perception very seriously and wanted to say that the board monitors staff attrition and retention metrics and benchmarks on a regular basis, and as the economy slowly recovers and we exit from the worst recession since the Great Depression, this is clearly a major issue across all industries, including ours. The board compensation committee, as we reported this morning, has recently requested an independent consulting firm to perform an industry benchmark analysis and to make sure we target compensation to be between the 50th and 75th percentile of the competitive market based on data provided by that independent consulting firm. The board also instructed the CEO to determine the general needs of the employees and initiate organizational improvement programs, and this initiative, managed by the staff themselves, is progressing on three vectors, one of which is focusing on employee development and career advancement. So I think we need to make it clear that ICANN values its employees and is committed to a balanced work/life environment where each staff member's contribution is recognized, appreciated, and rewarded. So let's just be clear that this is a matter that the board is paying attention to. I think the second one is slightly more interesting to the United States media, and that is the attention that's been directed to the appearance by former President Bill Clinton at ICANN on Wednesday. Even in a week marked by some extraordinary events, the session with the president stands out as a highlight. And I can recall that some questioned why we would invite a U.S. president to speak, when ICANN has a global accountability to the world. Well, I think the point was made obvious by the President. First of all, it was that President and the administration of that President that played a fundamental role in creating this very organization. And as we heard from President Clinton, with the intent that we would grow into a truly independent body. And I found, and I think many others found, that his message was truly inspiring. He spoke of testing new ideas and judging them against whether they enhance or detract from positive global interdependence, which I think is the proper -- one of the very proper inquiries that we make, and I think we saw people doing that in relation to the xxx decision, for example. And he endorsed the multistakeholder process in ringing terms, and approved specifically the idea of governments and the private sector working together on a respectful equal footing. So although there were some people querying the process, I think since then I've heard from many people that they found Clinton's presence and the speech entirely appropriate and, in fact, very exciting because his message helped many of them to renew their determination to fulfill the original mission. So in my view, having him here was an unqualified success and I want to thank Rod and, through Rod, all of the staff involved. Those of you who come from outside the U.S. may not appreciate what an exercise it is to have anything to do with a former President. Just dealing with the security requirements is something that perhaps most of us can come to terms with. I want to thank the staff, I think, for -- all those involved in that for actually executing flawlessly a very important session under enormous pressure. I think that went down very well. Thank you. >>ROD BECKSTROM: And If I may just add to that -- [ Applause ] >>ROD BECKSTROM: Thank you. I'd like to add to that a special thanks to Barbara Clay, our vice president of communications, who came up with the idea of having President Clinton come to our event. And that's particularly notable since she served for eight years in the Reagan White House. So a hand for Barbara Clay and the entire communications team. [ Applause ] >>PETER DENGATE THRUSH: The other thing I'd like to say is that I missed an opportunity I wanted to have. I was called away to a meeting at the time I was chairing SO and AC chairs, and so I missed an opportunity to say a personal thank you to Chris Disspain, who was chairman of the ccNSO and giving its report for the last time. Chris, I've obviously said a few things to you privately to say thank you. I want to say something in public on behalf of the board to thank you for the extraordinary service and being the founding chairman of the ccNSO, and we recognize what a contribution you've made at considerable personal cost to this. Others have paid tribute to the wide range of activities that have been achieved in your term from creating the ccNSO, building it to I think 106 members from those days when we were struggling to get 25, so the membership's grown enormously and you've managed to retain the support, I think, of all of them through that process. So again, my personal congratulations. Well done. [ Applause ] >>RAY PLZAK: Chris, that will be the last time that the board will ever stand and give you a standing ovation. [ Laughter ] >>PETER DENGATE THRUSH: Mike. >>MICHAEL SILBER: Peter, thank you. I think it's also worth noting that the ccNSO did some research amongst its members prior to Chris' departure, and the expected result of Chris' joining the board, is for him to ask for the wine list. So I think that the impending liver damage that most of us are suffering from on the board is likely to be enhanced, and I think we all welcome it very much. [ Laughter ] >>PETER DENGATE THRUSH: Thank you, Mike. Any other matters arising from the San Francisco meeting? Seeing none, then, it falls to me to close what's been an absolutely extraordinary meeting, historic in a number of terms, including I think for the hard work that the community, the board, and everyone associated put into it. So I think, ladies and gentlemen, give yourselves a big congratulatory round of applause. See you all in Singapore. [ Applause ]