- Category: (replace this text with one of the following categories: Administration/Budget, Board, ccTLD, gTLD, IP, ICANN Structure, International Agreement, Root Zone)
- Topic: (replace this text with a keywords from title) Supporting Organizations
- Board meeting date: 31 March 1999
- Resolution number: 99.28, 99.29, 99.30
- URL for Board minutes/resolution: http://www.icann.org/en/minutes/minutes-31mar99.html
- Status: (replace this text with: Completed, Ongoing, Suspended)
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Summary
Board approved Bylaw changes to create frameworks for three Supporting Organizations.
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RESOLVED [resolution 99.28], that the following Sections of the Bylaws be amended and restated as set forth in Exhibit A hereto:
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FURTHER RESOLVED, [resolution 99.30] that the Secretary of the Corporation prepare for insertion in the minute book of the Corporation a compilation of the Bylaws as so amended, including any technical changes necessary to conform the existing Bylaws to the changes hereby adopted.
While voting in favor of the preceding resolutions, Eugenio Triana expressed his preference that the requirement in Article VI-B, Section 2(d) of approval of consensus recommendations by 2/3 of the members of the Names Council be changed to 2/3 of the members voting.
Implementation Actions
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- Responsible entity: (replace this text with the responsible entity: ICANN department, ICANN Community Structure, Board, U.S. Department of Commerce)
- Due date: (replace this text with Due Date)
- Completion date: (replace this text with Date action was implemented)
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- Responsible entity: (replace this text with the responsible entity: ICANN department, ICANN Community Structure, Board, U.S. Department of Commerce)
- Due date: (replace this text with Due Date)
- Completion date: (replace this text with Date action was implemented)
Other Related Resolutions
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Additional Information
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Molly Shaffer Van Houweling summarized the staff recommendations for ICANN bylaw changes designed to establish the basic framework for the creation of the three Supporting Organizations called for in the bylaws (including specific provisions establishing a Domain Name Supporting Organization). All of the staff recommendations had been distributed to the Board members in writing in advance of the call, along with summaries of comments submitted to comment-so@icann.org, including suggestions from Network Solutions, the International Chamber of Commerce, Michael Sondow, Kerry Miller, Bret Fausett, and David Steele.
Shaffer Van Houweling noted several recommended changes from the draft revisions posted on March 15. In particular, she explained the following recommended changes:
In Article VI, Section 1(a), the staff recommended changing the language to clarify that the addition of new Supporting Organizations would require amending the Bylaws.
In Article VI, Section 2, the staff recommended removing the specific requirement that no two Directors selected by any Supporting Organization be citizens of any one Geographic Region. She explained that multiple commentators (David Steele, Brian Carpenter, and Network Solutions) raised objections to this provision; more importantly, the Board will need to deal comprehensively with the issue of geographic representation in conjunction with the future adoption of an At Large Membership structure.
In Article VI-B, Section 1(a), the staff recommended changing the language specifying the scope of the DNSO's advisory responsibilities from "policy issues related to top level domains" to "policy issues relating to the Domain Name System." Commentator Network Solutions objected to the previous language, which appeared to narrow the scope of the DNSO's responsibility from that agreed to by the Board in Singapore.
In Article VI-B, Section 2(c), the staff recommended specifying that Constituencies or GA participants (instead of "Constituencies or others") may propose policies to be considered by the Names Council. One commentator (the International Chamber of Commerce) recommended this change.
In Article VI-B, Section 2(d), the staff recommended changing the language to give the Names Council more flexibility in dealing with a failure to reach consensus. This flexibility was suggested by the International Chamber of Commerce.
In Article VI-B, Section 2(h), the staff recommended adding a quorum requirement for the Names Council, as recommended by the International Chamber of Commerce.
In Article VI-B, Section 2(k), the staff recommended adding a provision specifying that the administrative and operational costs of the DNSO should be funded by DNSO participants in a manner to be determined by the Names Council. This language was taken from the DNSO Formation Concepts statement that the Board approved at its Singapore meeting. The staff did not recommend changing the language to devote ICANN funding to the DNSO, as suggested by commentator Network Solutions.
In Article VI-B, Section 3(a), the staff recommended adding a provision requiring that constituencies operate to the maximum extent feasible in an open and transparent manner and consistent with procedures designed to ensure fairness. Commentator Bret Fausett suggested adding this language, which is identical to a Bylaw requirement that already applies to all of ICANN's activities.
In Article VI, Section 3(d), the staff recommended removing the language referring to staff recommendations of new constituency recommendations. Multiple commentators (Network Solutions and Michael Sondow) had interpreted this language as permitting staff to block consideration of new constituency petitions. The staff recommended new language clarifying that whenever the Board considered adding a constituency on its own motion, the Board would have to first seek and consider public comment. In response to a suggestion from the International Chamber of Commerce, the staff also recommended language ensuring that the Names Council would have an opportunity to comment on any proposals for new Constituencies.
Shaffer Van Houweling also highlighted several areas where the staff was not recommending changes at this time, but which might merit further consideration by the Board. In particular, she noted Network Solutions' suggestion that the DNSO Constituencies for "ccTLD registries" and "gTLD registries" be replaced with Constituencies for "open registries" and "closed registries," identified according to whether the registry is open to any registrant, worldwide ("open"), or is instead limited to certain registrants based on geography, intended use, or other criteria ("closed"). The consensus among the Board members was that this suggestion (which had been received the evening before the meeting) should be considered further and that additional comments on this issue should be solicited.
The Board discussed the issue of the requirement in the proposed Article VI-B, Section 2(d) that a recommendation be approved by 2/3 of the members of the Names Council in order to be forwarded to the ICANN Board as a "consensus recommendation." The Directors agreed that this was an appropriate standard for a consensus recommendation, except for Director Eugenio Triana, who would have preferred that the standard be 2/3 of Names Council members voting, instead of 2/3 of all Names Council members.
Shaffer Van Houweling next summarized the staff recommendation for technical amendments to conform the rest of the Bylaws to the proposed revised Article VI and new Articles VI-A through VI-C. She explained that the proposed changes would replace all references to "nomination" of Directors by Supporting Organizations with the term "selection," consistent with the language proposed for Articles VI through VI-C. These proposed changes would also remove all references to election of SO directors by the Board following selection by SOs and clarify the mechanics of direct Director selection by SOs as called for in the revised Article VI. She explained that these changes make the Bylaws more clearly consistent with California corporate law, without effecting any substantive changes. She noted that many of these provisions also refer to mechanics of the election of At Large Directors that will likely be further changed once an ICANN membership structure is adopted.
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- Change Bylaws
- Responsible entity: ICANN Secretary
- Due date: None provided
- Completion date: 1999
Other Related Resolutions
- Othe resolutions TBD
Additional Information
- No additional funding provided.
- Bylaws implementing the supporting organizations were approved for inclusion in the bylaws as amended 31 March 1999, available at: http://www.icann.org/en/general/archive-bylaws/bylaws-31mar99.htm
- Information concerning the formation of the Supporting Organizations available at: http://www.icann.org/en/announcements/icann-pr21dec98.htm
- Information about the Address Supporting Organization is available at the following page: http://aso.icann.org/
Explanatory text does not modify or override Resolutions. See Board Resolutions Page for more information.
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