2009-02-03 - Bylaws Changes Regarding Nominating Committee

Whereas, the Nominating Committee has expressed concern that, pursuant to the Bylaws mandated diversity requirements that no more than five Board members be citizens of any one geographic region, the NomCom is required to count all countries of citizenship for each candidate.

Whereas, the NomCom has noted that the requirement to count all countries of citizenship has caused some selection difficulties each year over the past several years.

Whereas, the NomCom has also expressed concern that the calculation is presently limited to citizenship given that many people have lived for long periods of time in, and represent the interests of, countries in which they may not be citizens.

Whereas, making a diversity calculation pursuant to the ICANN Bylaws as it relates to Board member selection for seats 1 through 14 should be consistent.

Whereas, ICANN has received public comment on the proposed revision.

It is hereby resolved (2009-02-03-07) , that the following proposed revisions to Article VI, Sections 2.2 and 2.3, are approved:

ICANN Bylaws, Article VI, section 2.2:

In carrying out its responsibilities to fill Seats 1 through 8, the Nominating Committee shall seek to ensure that the ICANN Board is composed of members who in the aggregate display diversity in geography, culture, skills, experience, and perspective, by applying the criteria set forth in Section 3 of this Article. At no time when it makes its selection shall the Nominating Committee select a Director to fill any vacancy or expired term whose selection would cause the total number of Directors (not including the President) from countries in any one Geographic Region (as defined in Section 5 of this Article) to exceed five; and the Nominating Committee shall ensure when it makes its selections that the Board includes at least one Director who is from a country in each ICANN Geographic Region ("Diversity Calculation").

For purposes of this sub-section 2 of Article VI, Section 2 of the ICANN Bylaws, if any candidate for director maintains citizenship of more than one country, or has been domiciled for more than five years in a country of which the candidate does not maintain citizenship ("Domicile"), that candidate may be deemed to be from either country and must select in his/her Statement of Interest the country of citizenship or Domicile that he/she wants the Nominating Committee to use for Diversity Calculation purposes. For purposes of this sub- section 2 of Article VI, Section 2 of the ICANN Bylaws, a person can only have one "Domicile," which shall be determined by where the candidate has a permanent residence and place of habitation.

ICANN Bylaws, Article VI, section 2.3:

In carrying out their responsibilities to fill Seats 9 through 14, the Supporting Organizations shall seek to ensure that the ICANN Board is composed of members that in the aggregate display diversity in geography, culture, skills, experience, and perspective, by applying the criteria set forth in Section 3 of this Article. At any given time, no two Directors selected by a Supporting Organization shall be citizens from the same country or of countries located in the same Geographic Region.

For purposes of this sub-section 3 of Article VI, Section 2 of the ICANN Bylaws, if any candidate for director maintains citizenship of more than one country, or has been domiciled for more than five years in a country of which the candidate does not maintain citizenship ("Domicile"), that candidate may be deemed to be from either country and must select in his/her Statement of Interest the country of citizenship or Domicile that he/she wants the Supporting Organization to use for selection purposes. For purposes of this sub-section 3 of Article VI, Section 2 of the ICANN Bylaws, a person can only have one "Domicile," which shall be determined by where the candidate has a permanent residence and place of habitation.