ICANN Board

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., 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.

Composition

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.

Directors Duties

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.

Selection of the Board

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

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

• 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

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.

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

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. 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

There is a constant tension between keeping ICANN Board decisions and meetings transparent to all stakeholders and holding private discussions related to staffing information and publicly detrimental issues. The board 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. 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. A number of important recommendations were made, perhaps most notably on the issue of transparency it found that:

"Commencing immediately, the Board should promptly publish all appropriate materials related to decision making processes – including preliminary announcements, briefing materials provided by staff and others, detailed Minutes, and where submitted, individual Directors’ statements relating to significant decisions. The redaction of materials should be kept to a minimum, limited to discussion of existing or threatened litigation, and staff issues such as appointments".

In July, 2011, the ATRT issued a follow-up to its initial findings, documenting the reaction that ICANN and the board have had to its original report. At that time, it was noted that most of their recommendations, including all those related to greater board transparency, had been accepted and were being implemented. The report features a detailed chart showing plans and timelines for the implementation of each individual recommendation, that report can be found here.

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.

Current Board of Directors

Voting Directors

• Steve Crocker, Chairman, selected by the Nominating Committee
• Bruce Tonkin , VIce-Chairman, selected by the GNSO
• Rod Beckstrom, President and CEO
• Sebastien Bachollet, selected by At-Large
• Cherine Chalaby, selected by the Nominating Committee
• Chris Disspain, selected by the ccNSO
• Bill Graham, selected by the GNSO
• Bertrand de la Chapelle, selected by the Nominating Committee
• Erika Mann, selected by the Nominating Committee
• Gonzalo Navarro, selected by Nominating Committee
• Raymond A. Plzak, selected by ASO
• Rajasekhar Ramaraj, selected by Nominating Committee
• George Sadowsky, selected by Nominating Committee
• Michael Silber, selected by ccNSO
• Katim Touray, selected by: Nominating Committee
• Kuo-Wei Wu, selected by ASO

Liaisons

• Suzanne Woolf, RSSAC Liaison
• Ram Mohan, SSAC Liaison
• Thomas Narten, IETF Liaison
• Heather Dryden, GAC Liaison
• Reinhard Scholl, TLG Liaison

Country Code Names Supporting Organization. Develops and recommends to the Board global policies relating to country-code top-level domains (ICANN Bylaws).

Governmental Advisory Committee. Considers and provides advice on the activities of ICANN as they relate to concerns of governments, particularly matters where there may be an interaction between ICANN's policies and various laws and international agreements or where they may affect public policy issues (ICANN Bylaws).

Root Server System Advisory Committee. Advises the ICANN community and Board on matters relating to the operation, administration, security, and integrity of the Internet's Root Server System (ICANN Bylaws).

Security and Stability Advisory Committee. Advises the ICANN community and Board on matters relating to the security and integrity of the Internet's naming and address allocation systems (ICANN Bylaws).

Internet Engineering Task Force

Address Supporting Organization. Advises the Board with respect to policy issues relating to the operation, assignment, and management of Internet addresses (ICANN Bylaws).