Board Activities and Meetings
Minutes | Organizational Meeting of the ICANN Board | 14 November 2024
An Organizational Meeting of the ICANN Board of Directors was held in person in Istanbul, Türkiye on 14 November 2024 at 16:30 local time.
Tripti Sinha, Chair, promptly called the meeting to order.
In addition to the Chair, the following Directors participated in all or part of the meeting: Catherine Adeya, Alan Barrett, Maarten Botterman, Chris Buckridge, Becky Burr, Chris Chapman (Vice-Chair), Sally Costerton (Sr. Advisor to President and SVP, Global Stakeholder Engagement & Interim President and CEO), Sarah Deutsch, Christian Kaufmann, Patricio Poblete, Sajid Rahman, León Sánchez, Miriam Sapiro, and Amitabh Singhal.
The following Board Liaisons participated in all or part of the meeting: David Lawrence (IETF Liaison), Nico Caballero (GAC Liaison), James Galvin (SSAC Liaison), and Wes Hardaker (RSSAC Liaison).
Secretary: John Jeffrey (General Counsel and Secretary).
1. Main Agenda
Tripti Sinha introduced the initial meeting of the new Board and asked for Chris Chapman to assume leadership of the meeting for the first item.
a. Election of ICANN Board Chair
Chris Chapman introduced the agenda item to elect Tripti Sinha as the Chair of the ICANN Board. Chris acknowledged the contributions of Tripti over the past several years and thanked her for her work as the Board Chair. The Board then took the following action:
Resolved (2024.11.14.29), Tripti Sinha is elected as Chair of the Board.
All members of the Board approved of Resolution 2024.11.14.29 by acclamation. The Resolution carried.
b. Election of ICANN Board Vice-Chair
The Chair, Tripti Sinha, introduced the agenda item to elect Chris Chapman as the Vice Chair of the ICANN Board.
Chris Buckridge moved, and Maarten Botterman seconded the proposed resolution. The Board then took the following action:
Resolved (2024.11.14.30), Chris Chapman is elected as Vice-Chair of the Board.
All members of the Board approved of Resolution 2024.11.14.30 by acclamation. The Resolution carried.
c. Appointment of Membership and Leadership of Board Committees
Becky Burr introduced the agenda item and explained that the Board Governance Committee shepherds the annual process undertaken by the Board to ensure that the Board Committees are properly comprised and that each has a chair. Becky read the proposed slate of Board members to serve on the various Board Committees.
Chris Chapman moved, and Christian Kaufman seconded the proposed resolution. The Board then took the following action:
Resolved (2024.11.14.31), membership and leadership of the following Board Committees is established as follows:
Accountability Mechanisms Committee
León Sánchez (Chair)
Chris Buckridge
Becky Burr
Sarah Deutsch
Patricio Poblete
Amitabh SinghalAudit Committee
Catherine Adeya (Chair)
Maarten Botterman
Christian Kaufmann
Patricio Poblete
León SánchezCompensation Committee
Tripti Sinha (Chair)
Becky Burr
Chris Chapman
Sajid RahmanExecutive Committee
Tripti Sinha (Chair)
Chris Chapman
Sally Costerton through 23:59 UTC 8 December 2024
Kurt Erik "Kurtis" Lindqvist beginning 00:00 UTC 9 December 2024
Becky BurrFinance Committee
Sajid Rahman (Chair)
Alan Barrett
Maarten Botterman
Becky Burr
Amitabh Singhal
Tripti SinhaGovernance Committee
Becky Burr (Chair)
Catherine Adeya
Sarah Deutsch
James Galvin
Christian Kaufmann
Sajid Rahman
Miriam SapiroOrganizational Effectiveness Committee
Alan Barrett (Chair)
Chris Buckridge
James Galvin
Amitabh SinghalRisk Committee
Wes Hardaker (Chair)
Alan Barrett
Chris Buckridge
Becky Burr
James Galvin
David Lawrence
Patricio PobleteStrategic Planning Committee
Maarten Botterman (Co-Chair)
Chris Chapman (Co-Chair)
Alan Barrett
Becky Burr
James Galvin
Wes Hardaker
Amitabh SinghalTechnical Committee
Christian Kaufmann (Chair)
Alan Barrett
Chris Buckridge
Nico Caballero
James Galvin
Wes Hardaker
David Lawrence
Patricio PobleteAll members of the Board voted in favor of Resolution 2024.11.14.31. The Resolution carried.
Rationale for Resolutions 2024.11.14.29 – 2024.11.14.31
Article 7, Section 7.2 and Article 14 of the ICANN Bylaws call for the Board to appoint the Board Chair, Board Vice Chair, and chairmanship and membership of each Board Committee, including filling any vacancies which may occur in these positions during the year.
The appointment of the Board leadership and Board Committee slates is consistent with ICANN's Mission and is in the public interest as it is important to ensure that the Board and its Committees have the properly skilled expertise to carry forth ICANN's Mission, Commitments and Core Values.
This decision will have no direct fiscal impact on the organization and no impact on the security, stability or resiliency of the domain name system.This is an Organizational Administrative Function that does not require Public Comment.
d. Confirmation of Officers of ICANN and Transfer of Board Directions from Interim President and CEO to New President and CEO
Tripti Sinha, Board Chair, introduced the agenda item, and read the proposed slate of Officers of ICANN.
León Sánchez moved, and Amitabh Singhal seconded the proposed resolutions. The Board then took the following action:
Resolved (2024.11.14.32), Sally Costerton is elected as an officer in her role as Interim President and Chief Executive Officer (CEO) through 23:59 UTC on 8 December 2024.
Resolved (2024.11.14.33), Kurt Erik "Kurtis" Lindqvist is elected as President and CEO effective 00:00 UTC on 9 December 2024.
Resolved (2024.11.14.34), John Jeffrey is elected as General Counsel and Secretary.
Resolved (2024.11.14.35), Xavier Calvez is elected as Senior Vice President, Planning and Chief Financial Officer.
Resolved (2024.11.14.36), Theresa Swinehart is elected as Senior Vice President, Global Domains and Strategy.
Resolved (2024.11.14.37), for all Board resolutions in which the Board directed the Interim President and CEO, or her designee(s), to take action but the action has not been taken as of 00:00 UTC on 9 December 2024, that Board direction is transferred to the new President and CEO, or his designee(s), effective 00:00 UTC on 9 December 2024.
All members of the Board voted in favor of Resolutions 2024.11.14.32 – 2024.11.14.37. The Resolutions carried.
Rationale for Resolutions 2024.11.14.32 – 2024.11.14.37
Pursuant to Article 15, Section 15.2 of the ICANN Bylaws "[t]he officers of ICANN shall be elected annually by the Board, pursuant to the recommendation of the President or, in the case of the President, of the Chair of the Board. Each such officer shall hold his or her office until he or she resigns, is removed, is otherwise disqualified to serve, or his or her successor is elected."
The annual appointment of the Officers is consistent with ICANN's Mission and is in the public interest as it is important to ensure that the organization identifies individuals who assume the duty and responsibility for managing the organization and carry forth ICANN's Mission, Commitments and Core Values.
The Board notes that in this resolution, Sally Costerton is confirmed as an ICANN Officer as the Interim President and CEO through 23:59 UTC on 8 December 2024. And, ICANN's new President and CEO, is set to begin at ICANN on 9 December 2024, and is being confirmed via this resolution as an ICANN Officer effective 00:00 UTC on 9 December 2024. Further, for all Board resolutions in which the Board directed the Interim President and CEO, or her designee(s), to take action but the action has not been taken as of 23:59 UTC on 8 December 2024, that Board direction is transferred to the new President and CEO, or his designee(s), effective 00:00 UTC on 9 December 2024.
This decision will have no direct fiscal impact on the organization and no impact on the security, stability or resiliency of the domain name system.
This is an Organizational Administrative Function that does not require public comment.
2. PTI Member Meeting
Sally Costerton, Interim President and CEO, introduced the agenda item. Sally stated that ICANN is now in its eighth year of meeting its Bylaws obligations in maintaining Public Technical Identifiers (PTI) as the home of the IANA functions. Sally highlighted that PTI is a wholly owned subsidiary of ICANN, and since PTI is set up with a single member organizational structure, ICANN as that sole member has several governance measures that are affirmed annually during the Annual General Meeting in a transparent manner and in observance of the requirements under both the ICANN and the PTI Bylaws.
As part of the discussion, Sally also noted some of the other responsibilities of ICANN as the sole member of PTI, including the IANA Naming Function Review. Sally asked Kim Davies, the PTI President, to join the annual meeting of the member as required by the PTI Bylaws.
After discussion, Miriam Sapiro moved, and Christian Kaufman seconded the proposed resolutions. The Board then took the following actions:
a. Annual Meeting of the Member
Resolved (2024.11.14.38), the ICANN Board confirms that this meeting is the Annual Meeting of the Member of Public Technical Identifiers ("PTI").
b. Election of PTI President
Whereas, pursuant to Section 7.2 of the PTI Bylaws, ICANN as the sole member is required to annually elect a President of PTI.
Resolved (2024.11.14.39), the ICANN Board, in its role as sole member of PTI, hereby re-elects Kim Davies as the President of PTI.
All members of the Board voted in favor of Resolutions 2024.11.14.38 – 2024.11.14.39. The Resolutions carried.
Rationale for Resolutions 2024.11.14.38 – 2024.11.14.39
The resolutions taken here today fulfill ICANN's responsibility, as the sole member of PTI, to annually elect the President of PTI. The regular election of a PTI President will allow the PTI Board to continue its work.
The election of the PTI President is taken fully in line with the obligations as set forth in the PTI Bylaws.
These actions confirm ICANN's continued commitment to its Bylaws' obligations surrounding the performance of the IANA Functions that are contracted to PTI. This also directly serves ICANN's mission to ensure the stable and secure operations of the Internet's unique identifiers, and serves the public interest in the continued stable performance of the IANA functions.
PTI is essential to ICANN's security, stability and resiliency work. None of the actions taken today are anticipated to have any impact on the security, stability or resiliency of the DNS. There are resource implications in supporting PTI, which are reflected in the PTI, IANA and ICANN Budgets.
The appointment of the PTI President is an Organizational Administrative Function for which public comments were not necessary.
The Chair called the meeting to a close.
Published on 27 January 2025