The ICANN Board is responsible in exercising the authority of the Internet Corporation for Assigned Names and Numbers and controlling its business affairs and properties by virtue of a majority vote by its members present during annual, regular, or special meetings where there is a quorum.,[1] The ICANN board is internationally represented as set forth by ICANN's bylaws, which maintains that at least one director represents each geographic region (Europe, Asia/Australia/Pacific, Latin America/Caribbean islands, Africa and North America) and no region have more than five Directors on the Board. [2]

Composition edit

The ICANN Board is composed of 16 voting Directors and 5 non-voting Liaisons. Only the Directors have the power to determine the existence of a quorum and the validity of votes taken by the Board of Directors.[3]

Directors Duties edit

A member of the Board of Director's primary duty is to act in the best interest of ICANN and not as representatives of the entities that selected them, their employers, or any other organizations or constituencies.[4]

Selection of the Board edit

The Nominating Committee is responsible for selecting the eight voting members who take seats 1 through 8; the Address Supporting Organization selects Directors who occupy Seats 9 and 10; the [[ccNSO|Country-Code Names Supporting Organization selects Directors for Seat 11 and Seat 12; the Generic Names Supporting Organization selects two directors for seats 13 and 14, while one director represents the At-Large Community who will take seat 15 and the ex officio President will occupy the 16th seat of the ICANN Board.

The Chairman and Vice Chairman of ICANN are elected from the 16 Directors; the President is not a candidate.

There are five non voting members, each of the following groups appoint one liaison to the board:

  1. Governmental Advisory Council (GAC)
  2. Root Server System Advisory Council (RSSAC)
  3. Security and Stability Advisory Committee (SSAC)
  4. Technical Liaison Group (TLG)
  5. Internet Engineering Task Force (IETF)

Criteria for Directors edit

Based on the Bylaws of ICANN, any individual who will be selected to serve the ICANN Board must possess the following criteria:[5]

  • Accomplished with integrity, objectivity, intelligence and a reputation for sound judgment, open minded, and demonstrated capacity for thoughtful group decision-making;
  • Must have an understanding of ICANN's mission and the potential impact of ICANN decisions on the global Internet community, and committed to the success of ICANN;
  • Able to produce a broad cultural and geographic diversity of the Board and must be consistent with meetings the other criteria set forth by the ICANN Bylaws
  • Must have personal familiarity with the operation of gTLD registries and registrars, ccTLD registries,IP address registries, Internet technical standards and protocols, policy-development procedures, legal traditions, public interest; and a broad range of business, individual, academic, and non-commercial users of the Internet;
  • Must be willing to serve as volunteers, without compensation other than the reimbursement of certain expenses; and
  • Able to work and communicate in written and spoken English.

Resignation/Removal of Members of the Board edit

Any member of the Board either a Director or non-voting liaison may resign at anytime by expressing an oral resignation during a Board meeting, which needs to be followed with a written resignation, or by submitting a written notice to the President or the Secretary of ICANN. The resignation will be effective at the specified time. Acceptance of the Board is not necessary to make the resignation effective.[6]

Meanwhile, any director will be removed from the Board by a 3/4 majority vote of all the directors. The director under removal proceedings is not entitled to vote or be counted as a voting member when determining the 3/4 vote. Each vote to remove a Director shall be treated as a separate vote based on the single question of removing a particular Director. A notice must be provided to the organization that selected the director is being removed.

Any non-voting liaison may be removed from the Board with the exception of the liaison appointed by the Governmental Advisory Committee by a 3/4 majority vote from the Directors. A notice must be provided to the liaison being removed and to the selecting organization. If the organization fails to immediately remove its liaison after the notice, the Board has the option to request the Advisory Committee to consider replacing the removed liaison based on a 3/4 majority vote which determines that the action is appropriate.

Meetings edit

The ICANN Board conducts annual meetings at the main office of ICANN or any appropriate venue chosen by the Board; it must be held within 14 months of the previous annual meeting. Regular meetings are determined by the Board and special meetings are conducted when 1/4 of the members of the Board submit a request, or when a request comes from the Chairman of the Board or the President.The Secretary of ICANN will make the call for special meeting at a designated venue or at the ICANN main office.[7] The Board needs a quorum to be able to proceed or act on a particular issue during an any meeting. If there is no quorum, the meeting is to be adjourned.

Issues of Transparency edit

There is a constant tension between keeping ICANN Board decisions and meetings transparent to all stakeholders and holding private discussions related to confidential information, internally divisive, ad publicly detrimental issues. It has run a number of reviews, both internal and external, including a Board review in 2008, and the creation of an Accountability and Transparency Review Team to make recommendations to improve its internal processes and external communications. The team's first report was due at the end of 2010, and it is to continue to review and report at least every three years on the implementation of its previous findings and the identification of other discrepancies.[8] With regards to the board, the review team had two separate working groups, one looking at governance, performance and composition, and the other looking at the review mechanisms in place for its decisions.

ICANN has had this issue since the beginning, and it was immediately criticized for its closed door meetings. An original board member, Hans Kraaijenbrink, defensively argued that the U.S. executive branch does not meet in public and that "decision making cannot be done in full, public view". ICANN's first chair, Esther Dyson, tackled the issue head on and held public forums to address the concerns over closed door meetings and made progress with regards to creating greater transparency despite the objections of much of the board.[9]

ICANN 2011 Board of Directors edit

Voting Directors edit

Liaisons edit

References edit