Minutes | Special Meeting of the ICANN Board | 24 October 2024

a. Appointment of Board member to Pilot Holistic Review Team

Whereas, on 29 April 2024, the Board directed that "preparations shall begin immediately to initiate the Pilot Holistic Review as soon as possible, by no later than September 2024. The Pilot Holistic Review shall be carried out based on the Pilot Holistic Review ToR and follow the Operating Standards for Specific Reviews, modified to be applicable to the Pilot Holistic Review."

Whereas, in Resolution 2024.04.29.02, the Board stated its intent to designate a Board member to serve as a liaison on the Pilot Holistic Review. The selected Board member will also serve on the Pilot Holistic Review Team as a full member as well as reporting to the Board progress of the review and facilitating Board consultation on the recommendations being considered by the Review Team.

Whereas, the Board Governance Committee (BGC) has recommended the Board designate León Sánchez as the Board liaison and a member of the Pilot Holistic Review Team.

Resolved (2024.10.24.01), the Board hereby appoints León Sánchez to serve as a Board liaison and a member of the Pilot Holistic Review Team.

a. Updates to ICANN Delegation of Authority Guidelines

A member of the Board Governance Committee (BGC) introduced the agenda item and explained the BGC has been evaluating the Delegation of the Authority Guidelines (Guidelines), which was previously adopted in November 2016 and subsequently updated in 2017, to align with current practices and provide greater clarity of the roles between the Board and the CEO. Following substantive discussions at the BGC and Board level, the BGC has recommended that the Board approve the proposed updates to the Guidelines.

Following discussion, the Chair called for a vote and the Board took the following action:

Whereas, ICANN Bylaws Article 2 establishes that with certain exceptions, the powers of ICANN shall be exercised by, and its property controlled and its business and affairs conducted by or under the direction of, the Board.

Whereas, ICANN Bylaws Article 15 establishes officers of ICANN, and designates the President to be the Chief Executive Officer (CEO) of ICANN in charge of all of its activities and business. All other officers and staff shall report to the President or his or her delegate, unless stated otherwise in the Bylaws.

Whereas, on 8 November 2016, the ICANN Board adopted Delegation of Authority Guidelines (Guidelines) to set out a clear line of delegation of authority between the role of the Board and the roles of CEO and management. The Board noted therein that "the Guidelines shall be reviewed regularly and amended from time to time by resolution of the Board." The Board subsequently revised the Guidelines on 16 March 2017.

Whereas, the Board Governance Committee has reviewed the Guidelines and has recommended updates to the Guidelines to align with current areas of authority and responsibilities between the ICANN Board and the ICANN CEO.

Resolved (2024.10.24.02), the Board hereby adopts the updated ICANN Delegation of Authority Guidelines to provide clear guidance and clarification of roles between the ICANN Board and the ICANN CEO.

All members of the Board present voted in favor of Resolution 2024.10.24.02. Four Directors were unavailable to vote. The Resolution carried.

b. GAC Advice: ICANN80 Kigali Communiqué (June 2024)

Becky Burr introduced the agenda item. Becky explained that following receipt of the GAC's ICANN80 Kigali Communiqué setting forth advice concerning the Applicant Support Program (ASP), the Board initiated the Board-GAC consultation process in accordance with Bylaws requirements. Becky explained that the Board and GAC engaged in productive dialogue during this consultation process, and that it is recommended that the Board accept the comprise reached between the parties on this issue, as set forth in the scorecard titled GAC Advice – ICANN80 Kigali Communiqué: Actions and Updates (24 October 2024).

Harald Alvestrand, Edmon Chung, James Galvin, and Patricio Poblete recused themselves from consideration due to potential, actual, or perceived conflicts of interest. The recusing Board members noted that they have recused themselves from all discussions of this matter to date.

León Sánchez moved and Becky seconded. The Chair called for a vote and the Board took the following action:

Whereas, the Governmental Advisory Committee (GAC) met during the ICANN80 meeting in Kigali, Rwanda and issued advice to the ICANN Board in a communiqué on 17 June 2024 ("ICANN80 Kigali Communiqué").

Whereas, the ICANN80 Kigali Communiqué was the subject of an exchange between the Board and the GAC on 15 July 2024.

Whereas, in a 12 July 2024 letter, the GNSO Council provided its feedback to the Board concerning advice in the ICANN80 Kigali Communiqué relevant to Applicant Support Program and Auctions: Mechanisms of Last Resort/Private Resolution of Contention Sets in New gTLDs.

Whereas, the Board developed a scorecard to respond to the GAC's advice in the ICANN80 Kigali Communiqué, taking into account the dialogue between the Board and the GAC and the information provided by the GNSO Council.

Whereas, on 29 July 2024, the Board initiated the Board-GAC consultation process in accordance with Bylaws 12.2(a)(x) on ICANN80 Kigali Communiqué GAC Consensus Advice items §1.a.i and §1.a.ii.

Whereas, on 16 September 2024, the Board met with the GAC to "try, in good faith and in a timely and efficient manner, to find a mutually acceptable solution" for the two GAC advice items regarding the Applicant Support Program in the ICANN80 Kigali Communiqué.

Whereas, on 3 October 2024, the Board sent correspondence to the GAC outlining the Board's understanding of the Consultation meeting compromise and conclusion on advice items 1.a.i and 1.a.ii.

Whereas, on 16 October 2024, the GAC sent correspondence to the Board affirming its understanding of the Consultation meeting compromise and conclusions on advice items 1.a.i and 1.a.ii.

Resolved (2024.10.24.03), the Board adopts the scorecard titled "GAC Advice – ICANN80 Kigali Communiqué: Actions and Updates (24 October 2024)" in response to some of the open GAC advice items in the ICANN80 Kigali Communiqué.

Nine Board Directors voted in favor of Resolution 2024.10.24.03.  Chris Chapman, Sarah Deutsch, Danko Jevtović, and Sajid Rahman were unavailable to vote. Edmon Chung and Patricio Poblete abstained. The Resolution carried.

c. Board adoption of the Applicant Support Program (ASP) Handbook

Becky Burr, the Co-Chair of the Next Round Board Caucus introduced the agenda item, noting that the Board is being asked to adopt the Applicant Support Program (ASP) Handbook. She explained the Handbook has been reviewed by the Implementation Review Team and put out for public comment. She also noted that there was another public comment proceeding held for the ASP terms and conditions.

Harald Alvestrand, Edmon Chung, James Galvin, and Patricio Poblete recused themselves from consideration of the matter due actual or potential conflicts of interest. The recusing Board members noted that they have recused themselves from all discussions of this matter to date.

Becky moved and Maarten Botterman seconded. The Chair called for a vote and the Board took the following action:

Whereas, the ICANN Board directed ICANN org to make preparations for the New gTLD Program: Next Round at the ICANN76 Community Forum.

Whereas, the ICANN Board acknowledged receipt of the plan for preparations of New gTLD Program: Next Round and directed ICANN org to provide the Board with periodic updates on its progress of implementation of this program.

Whereas, the Subsequent Procedures Implementation Review Team (SubPro IRT) was formed to assist ICANN org in the implementation of Final Report in the new gTLD Subsequent Procedures Policy Development Process.

Whereas, the Applicant Support Program (ASP) is an implementation of Topic 17 of the Subsequent Procedures Policy.

Whereas, ICANN org affirms that the ASP Handbook describes the Applicant Support Program criteria, indicators, and evaluation process.

Whereas, the SubPro ASP-IRT has reviewed the ASP Handbook.

Whereas, a public comment proceeding was held between 12 February 2024 to 2 April 2024 for the express purpose of soliciting feedback on the ASP Handbook, and all feedback received was subsequently addressed by ICANN org in consultation with the ASP-IRT.

Whereas, a public comment proceeding on the draft ASP Terms and Conditions was held between 24 July and 23 August 2024 and ICANN org addressed feedback in consultation with the full IRT.

Resolved (2024.10.24.04), the ICANN Board approves the implementation of the Applicant Support Program as described by the ASP Handbook.

Resolved (2024.10.24.05), the ICANN Board approves the ASP Handbook, and directs the Interim President and CEO, or her designee(s), to publish the ASP Handbook and update it as appropriate.

Nine Board Directors voted in favor of Resolutions 2024.10.24.04 and 2024.10.24.05. Chris Chapman, Sarah Deutsch, Danko Jevtović, and Sajid Rahman were unavailable to vote. Edmon Chung and Patricio Poblete abstained. The Resolutions carried.

d. Fundamental Bylaws Amendment regarding Grant Program

León Sánchez, the Chair of the Board Accountability Mechanisms Committee, introduced the agenda item, noting that the Board has had extensive discussions regarding the proposed Fundamental Bylaws amendment related the ICANN Grant Program. The Board engaged in a discussion regarding Board member conflicts of interests related to the ICANN Grant Program. Harald Alvestrand, Maarten Botterman, Chris Buckridge, Nicolas Caballero, Edmon Chung, James Galvin, Wes Hardaker, Christian Kaufmann and Patricio Poblete recused themselves from consideration of the matter out of an abundance of caution for conflicts of interest. It was noted that while the Board intends to approve the Fundamental Bylaws amendment as posted for public comment, there were not sufficient non-conflicted Board attendance to achieve the required voting threshold for a Fundamental Bylaws amendment.

León moved and Catherine Adeya seconded. The Chair called for a vote and the Board took the following action:

Whereas, the ICANN community, through the Cross Community Working Group on New gTLD Auction Proceeds (CCWG-AP), made a recommendation that utilization of ICANN's Reconsideration and Independent Review processes (collectively, "ICANN Accountability Mechanisms") should be limited in certain circumstances (Recommendation 7). During ICANN organization's (ICANN org) work to implement the ICANN Grant Program aligned with the CCWG-AP's full set of recommendations, Recommendation 7 posed a unique challenge, as the CCWG-AP's language was too narrow based on the implementation design.

Whereas, the ICANN Board has taken a series of actions and communications to move forward with the ICANN Grant Program while trying to address the issues presented by the original language of Recommendation 7, including:

• 26 October 2023 resolutions revisiting the Board's prior approval of Recommendation 7 and directing the development of a more general process for the ICANN community to indicate when ICANN's Accountability Mechanisms should not be available;
• 21 January 2024 initiation of a Fundamental Bylaws amendment process setting forth the general process for the ICANN community to limit access to ICANN's Accountability Mechanisms.
• 2 March 2024 letter to the CCWG-AP's Chartering Organizations specifying a proposed change to Recommendation 7 to remove a reference to the "Independent Application Assessment Panel" so that Recommendation 7 could better achieve its goal of preserving auction proceeds for grants instead of funding challenges to decisions on grant applications; and the

Whereas, in response to Public Comment on the proposal for a general process on limitation of access to ICANN Accountability Mechanisms, the ICANN community was not supportive. The ICANN Board therefore, on 29 July 2024, reinitiated a Fundamental Bylaws Amendment Process with a more narrow scope, which proposed to amend the ICANN Reconsideration process (at ICANN Bylaws, Article 4, Section 4.2) and the Independent Review process (at ICANN Bylaws, Article 4, Section 4.3) to specifically exclude claims or disputes "relating to decisions to approve or not approve an application to the ICANN Grant Program" from each of the relevant mechanisms. As part of this action, the Board clarified "that it is no longer pursuing the previously posted amendment to Article 4, Section 4.1 of the Bylaws."

Whereas, on 7 August 2024, ICANN opened a Public Comment Forum on the updated Fundamental Bylaws Proposal. Nine submissions were received (including one late), and all commenters were supportive of the proposal as posted for Public Comment. Commenters noted that the updated proposal was better aligned to the intention of Recommendation 7 and was a more appropriate means of implementation than the prior proposal. The Governmental Advisory Committee (GAC) specifically noted that the new proposal amendment to the Fundamental Bylaws narrows the impact on ICANN's Accountability Mechanisms about which the GAC raised a concern in May 2024.

Whereas, at or before the forthcoming ICANN81 Public Meeting, ICANN will take the opportunity to finalize confirmation with the Chartering Organizations of the CCWG-AP their support or non-objection to the proposed update Recommendation 7, including confirmation with the GAC that it too is in a position to support or not object to the updating of Recommendation 7, in light of the Board's acceptance of this alternate path. The Board will, prior to the approval of a slate of successful applications to the first cycle of the ICANN Grant Program, formally confirm its adoption of the updated Recommendation 7.

Resolved (2024.10.24.06), the ICANN Board hereby indicates that it intends to take an action to approve the amendment of the Fundamental Bylaws at Article 4, Section 4.2(d) and Section 4.3(c), as posted for public comment when it has sufficient attendance to achieve the required voting threshold for a Fundamental Bylaws amendment.

Six Board Directors voted in favor of Resolution 2024.10.24.06 to signal the Board's intent to approve the relevant Fundamental Bylaws amendment when it has sufficient attendance to achieve the required voting threshold. Chris Chapman, Sarah Deutsch, Danko Jevtović, and Sajid Rahman were unavailable to vote. Maarten Botterman, Chris Buckridge, Edmon Chung, Christian Kaufmann, and Patricio Poblete abstained. The Resolution carried.