Changes

The '''ICANN Board''' is responsible in exercising the authority of the [[ICANN|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.<ref>[http://www.icann.org/en/general/archive-bylaws/bylaws-26jun03.htm www.icann.org]</ref> 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. <ref>[http://www.icann.org/en/general/archive-bylaws/bylaws-25jan11-en.htm#VI-9 International Representation]</ref> Until December 8th, 2011 the board was largely volunteer based and most of its members were not compensated; the President and CEO, and the Chairman of the Board were the only two paid members. Issues of compensation have been a long-standing topic of debate within ICANN circles,<ref>[http://domainincite.com/icann-advised-against-director-salaries/ ICANN Advised Against Director Salaries, DomainIncite.com]</ref> and in December, 2011, the board voted to compensate each member $35,000 per year.<ref>[http://news.dot-nxt.com/2011/12/13/icann-board-dec-minutes ICANN Board Dec Minutes, New.Dot-nxt.com]</ref>

The '''ICANN Board''' is responsible in exercising the authority of the [[ICANN|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.<ref>[http://www.icann.org/en/general/archive-bylaws/bylaws-26jun03.htm www.icann.org]</ref> 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. <ref>[http://www.icann.org/en/general/archive-bylaws/bylaws-25jan11-en.htm#VI-9 International Representation]</ref> Until December 8th, 2011 the board was largely volunteer based and most of its members were not compensated; the President and CEO, and the Chairman of the Board were the only two paid members. Issues of compensation have been a long-standing topic of debate within ICANN circles,<ref>[http://domainincite.com/icann-advised-against-director-salaries/ ICANN Advised Against Director Salaries, DomainIncite.com]</ref> and in December, 2011, the board voted to compensate each member $35,000 per year.<ref>[http://news.dot-nxt.com/2011/12/13/icann-board-dec-minutes ICANN Board Dec Minutes, New.Dot-nxt.com]</ref>

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.<ref>[http://www.icann.org/en/general/archive-bylaws/bylaws-25jan11-en.htm#VI-9 Duties]</ref>

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.<ref>[http://www.icann.org/en/general/archive-bylaws/bylaws-25jan11-en.htm#VI-9 Duties]</ref>

==Selection of the Board==

==Selection of the Board==

The [[NomCom|Nominating Committee]] is responsible for selecting the eight voting members who take seats 1 through 8; the [[ASO|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 [[GNSO|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 [[NomCom|Nominating Committee]] is responsible for selecting the eight voting members who take seats 1 through 8; the [[ASO|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 [[GNSO|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.  

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

===Non-Voting Liaisons ===

===Criteria for Directors===

 

==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:<ref>[http://www.icann.org/en/general/archive-bylaws/bylaws-25jan11-en.htm#VI-9 Criteria]</ref>

Based on the Bylaws of ICANN, any individual who will be selected to serve the ICANN Board must possess the following criteria:<ref>[http://www.icann.org/en/general/archive-bylaws/bylaws-25jan11-en.htm#VI-9 Criteria]</ref>

* Accomplished with integrity, objectivity, intelligence and a reputation for sound judgment, open minded, and demonstrated capacity for thoughtful group decision-making;

* Accomplished with integrity, objectivity, intelligence and a reputation for sound judgment, open minded, and demonstrated capacity for thoughtful group decision-making;

* Able to work and communicate in written and spoken English.

* Able to work and communicate in written and spoken English.

==Resignation/Removal of Members of the Board==

===Non-Voting Liaisons ===

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.<ref>[http://www.icann.org/en/general/archive-bylaws/bylaws-25jan11-en.htm#VI-9 Resignation/Removal of Members of the Board]</ref>

An additional 5 seats are held for non-voting liaisons. These liaisons are given access to the same materials and are a part of the board's debates; they represent various specialty and advisory organizations and provide valuable input and reactions to ICANN deliberations. The seats are determined as follows:<ref>[http://www.icann.org/en/general/bylaws.htm ICANN Bylaws]</ref>

 

* One liaison is to be appointed by the [[GAC|Governmental Advisory Committee]]

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.

* One liaison is to be appointed by the [[RSSAC|Root Server System Advisory Committee]]

 

* One liaison is to be appointed by the [[SSAC|Security and Stability Advisory Committe]]

Any non-voting liaison may be removed from the Board with the exception of the liaison appointed by the [[GAC|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.

* One liaison is to be appointed by the [[TLG|Technical Liaison Group]]

 

* One liaison is to be appointed by the [[IETF|Internet Engineering Task Force]]

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.<ref>[http://www.icann.org/en/general/archive-bylaws/bylaws-25jan11-en.htm#VI-9 Meetings]</ref> 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.

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.<ref>[http://www.icann.org/en/reviews/affirmation/review-1-en.htm ICANN.org, Review]</ref> 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''".<ref>[http://www.icann.org/en/reviews/affirmation/atrt-final-recommendations-31dec10-en.pdf ATRT Final Recommendations, 31 Dec, icann.org]</ref>

 

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 [http://www.icann.org/en/accountability/atrt-report-25jun11-en.pdf here].

 

Still, issues of transparency persist. [[Kieren McCarthy]] has been pressing [[ICANN]] to release information of the board meetings that took place immediately prior to CEO [[Rod Beckstrom]]'s announcement that he would be leaving ICANN in 2012. While ICANN has confirmed a certain number of meetings, and has confirmed that certain board members participated therein, its clarifactions have largely been devoid of details. He is pursuing this information in the hopes of confirming his hypothesis that the ICANN Board effectively fired Mr. Beckstrom by not offering to extend his contract.<ref>[http://news.dot-nxt.com/2011/09/19/board-meeting-didp-two Board Meeting, news.dot-nxt.com]</ref>

 

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.<ref>[http://www.wired.com/wired/archive/8.12/dyson_pr.html Dyson, Wired.com]</ref>

==Current Board of Directors==

==Current Board of Directors==

* '''[[Heather Dryden]]''', [[GAC]] Liaison

* '''[[Heather Dryden]]''', [[GAC]] Liaison

* '''[[Thomas Roessler]]''', [[TLG]] Liaison

* '''[[Thomas Roessler]]''', [[TLG]] Liaison

==Compensation==

==Compensation==

In December, 2010, the [[Accountability and Transparency Review Team]] recommended that the ICANN Board "expeditiously implement the compensation scheme for voting  

In December, 2010, the [[Accountability and Transparency Review Team]] recommended that the ICANN Board "expeditiously implement the compensation scheme for voting  

Directors as recommended by the Boston Consulting Group adjusted as necessary to address international payment issues, if any".<ref>[http://www.icann.org/en/reviews/affirmation/atrt-final-recommendations-31dec10-en.pdf ATRT Final Recommendations]</ref> At the March, 2011 meeting in San Francisco, the board voted to adopt the ATRT's recommendations, including the compensation proposition. However, the issue continued to be controversial with ICANN legal staff recommending against the measure.<ref>[http://domainincite.com/icann-advised-against-director-salaries/ ICANN Advised Against Director Salaries, DomainIncite.com]</ref>

Directors as recommended by the Boston Consulting Group adjusted as necessary to address international payment issues, if any."<ref>[http://www.icann.org/en/reviews/affirmation/atrt-final-recommendations-31dec10-en.pdf ATRT Final Recommendations]</ref> At the March, 2011 meeting in San Francisco, the board voted to adopt the ATRT's recommendations, including the compensation proposition. However, the issue continued to be controversial with ICANN legal staff recommending against the measure.<ref>[http://domainincite.com/icann-advised-against-director-salaries/ ICANN Advised Against Director Salaries, DomainIncite.com]</ref>

Following the quick move of ICANN board Chairman, [[Peter Dengate Thrush]], to a new [[gTLD]] consultancy, [[Minds + Machines]], weeks after he voted to approve new gTLDs, issues with the board's compensation and their checks against conflicts of interest were once again raised.  In one of six non-papers written by the [[European Commission]], in August, 2011, they suggest compensating board members as part of a larger package to ensure that future conflicts of interest are not allowed or encouraged.<ref>[http://blog.internetgovernance.org/pdf/ECPaper3-4.pdf EC Papers 3-4, internetgovernance.org]</ref>

Following the quick move of ICANN board Chairman, [[Peter Dengate Thrush]], to a new [[gTLD]] consultancy, [[Minds + Machines]], weeks after he voted to approve new gTLDs, issues with the board's compensation and their checks against conflicts of interest were once again raised.  In one of six non-papers written by the [[European Commission]], in August, 2011, they suggest compensating board members as part of a larger package to ensure that future conflicts of interest are not allowed or encouraged.<ref>[http://blog.internetgovernance.org/pdf/ECPaper3-4.pdf EC Papers 3-4, internetgovernance.org]</ref>

This came to a head during the Board's December 8th, 2011 meeting. They passed a measure to compensate each member $35,000 per year.<ref>[http://news.dot-nxt.com/2011/12/13/icann-board-dec-minutes ICANN Board Dec Minutes, news.dot-nxt.com]</ref>

This came to a head during the Board's December 8th, 2011 meeting. They passed a measure to compensate each member $35,000 per year.<ref>[http://news.dot-nxt.com/2011/12/13/icann-board-dec-minutes ICANN Board Dec Minutes, news.dot-nxt.com]</ref>