- Category: Board
- Topic: Approval of Proposed Bylaws Amendments Changing Term Ending Dates for Supporting Organization and At-Large Selected Board Members
- Board meeting date: 25 January 2011
- Resolution number: 2011.01.25.20
- URL for Board minutes/resolution: http://www.icann.org/en/minutes/resolutions-25jan11-en.htm#2
- Status: Completed
Summary
Board approves Bylaws amendment necessary to facilitate a smoother transition for the entry of Board members selected by the At-Large community or Supporting Organizations.
Text
Whereas, the Bylaws currently require that all incoming members of the ICANN Board of Directors not selected by the Nominating Committee (NomCom) are seated on the Board six months after the prior year's Annual General Meeting (AGM).
Whereas, six months after the prior year's AGM typically occurs in between ICANN's International Public Meetings ("Meeting").
Whereas, the Board Review Working Group (BRWG) recommended [PDF, 116 KB] that the seating of Board members not appointed by NomCom occur at a mid-year Meeting to facilitate the smooth transition of Board members.
Whereas, the Board Governance Committee ("BGC") considered this issue, agreed with the rationale of the BRWG, but recognized that a mid-year Meeting may not always occur; the BGC thus recommended modifications to the BRWG recommendation to allow for seating of incoming directors without delay.
Whereas, proposed Bylaws amendments to reflect the BRWG recommendations were posted for public comment for two months (8 November 2010 through 8 January 2011) at http://www.icann.org/en/public-comment/public-comment-201012-en.htm#bylaws-amend-article-vi8.
Whereas, just one public comment, supporting the proposed amendments, was received during the public comment period.
RESOLVED (2011.01.25.20), the Board approves the proposed Bylaws amendments necessary to facilitate a change in transition of Board members selected by the Supporting Organizations or At-Large community.
Implementation Actions
- None
Other Related Resolutions
- The Amendments were first approved for posting for public comment at Resolutions 2011.10.28.08 and 09, http://www.icann.org/en/minutes/resolutions-28oct10-en.htm.
- Resolution 2010.12.10.04, approving the extension of the public comment period for an additional 30 days (through 7 January 2011) for the proposed Bylaws amendments changing term ending dates for supporting organization and at-large selected members, is available at: http://www.icann.org/en/minutes/resolutions-10dec10-en.htm#1.3 .
- Other resolutions TBD.
Rationale
Following an independent review by the Boston Consulting Group (BCG) of the ICANN Board (http://www.icann-ombudsman.com/en/reviews/board/report-02nov08-en.pdf [PDF, 921 KB]), a Board Review Working Group (BRWG) as formed to help determine implementation feasibility of the BCG recommendations. The BRWG, after numerous meetings, extensive email communications and document analysis, issued its Final Report (http://www.icann.org/en/reviews/board/board-review-final-26jan10-en.pdf [PDF, 116 KB]) in January 2010. One of the recommendations from the BRWG, which the Board considered, was to seat all board members not selected by the Nominating Committee, at an ICANN mid-term meeting. With some minor modifications to address the possibility that no mid-term meeting will occur, the Board believes that the BRWG recommendations are reasoned and geared toward ensuring smooth transition of Board members. The only comment received from the community was from ALAC and in support of the proposed Bylaws amendments. (See http://forum.icann.org/lists/bylaws-amend-article-vi8/msg00000.html "The Proposed Bylaws Amendments on Board Member Term Transitions are in alignment with ALAC philosophies related to transitions. The ALAC welcomes and support these amendments.")
The Board expects that this will have a positive public impact, in that typically new Board members will be seated at the conclusion of a Meeting, allowing for outgoing Board members to conclude their terms at the conclusion of that same Meeting. A transition period provides for a much smoother transition than changing terms in between Board meetings. The outgoing Board members will be able to complete a cycle of being briefed about and then addressing matters pending for discussion and decision at the next meeting. Likewise, the new Board members will be able to start afresh with the next issues at the beginning of the process.
The Board's decision may have a minimal financial impact on ICANN in that both outgoing and incoming Board members' travel and accommodations will be funded to the transition Meeting. As currently structured, however, additional funding would be required for no more than four Board members, and often less. It is unlikely that the potential amount of additional travel support that may be required will have an impact on the budget or the community. The Board sees no impact on the systemic security, stability and resiliency of the DNS.
Additional Information
- ICANN Bylaws updated to reflect these amendments in Article VI are available at: http://www.icann.org/en/general/bylaws.htm#VI .
- The resolution does not address funding for the items identified therein.
Explanatory text does not modify or override Resolutions. See Board Resolutions Page for more information.
