Secretary's Notice | Secretary's Notice of the ICANN Board Action Without a Meeting | 5 September 2025

EFFECTIVE DATE: 5 September 2025

THE ICANN BOARD PASSED THE FOLLOWING RESOLUTION EFFECTIVE 5 SEPTEMBER 2025 BY UNANIMOUS CONSENT, WITHOUT A MEETING, PURSUANT TO THE ICANN BYLAWS AT:

Article 7, Section 7.19. ACTION WITHOUT MEETING

Any action required or permitted to be taken by the Board or a Committee of the Board may be taken without a meeting if all of the Directors entitled to vote thereat shall individually or collectively consent in writing to such action. Such written consent shall have the same force and effect as the unanimous vote of such Directors. Such written consent or consents shall be filed with the minutes of the proceedings of the Board.

ALL VOTING MEMBERS RESPONDED AND CONSENTED TO THE FOLLOWING RESOLUTION BY ELECTRONIC MEANS:

Review of Reviews Cross Community Group Charter

Whereas, on 19 May 2025, the Board directed that work be initiated to design a review program that is fit for the intended purposes of enhancing ICANN's accountability, transparency, and effectiveness. The Board identified as a first step a community dialogue to develop a shared understanding of the areas and issues for which reviews will enhance ICANN's accountability, transparency and effectiveness.

Whereas, leaders of ICANN’s Supporting Organizations and Advisory Committees (SO/ACs) began collaborating during ICANN’s June 2025 Public Meeting in Prague, the Czech Republic (ICANN83) to propose a structure for the community dialogue. On 30 July 2025, the SO/AC leaders submitted to the Board a draft of a proposed charter for a Review of Reviews Cross Community Group, noting that the proposed Charter was being considered for approval by ICANN’s  Supporting Organizations and Advisory Committees.

Whereas, the Board subsequently received a final Charter for a Review of Reviews Cross Community Group (Reviews CCG) on 25 August 2025, approved by ICANN Supporting Organizations and Advisory Committees.

Whereas, under the final charter for the Reviews CCG, the Board may nominate two Board members to serve as members on the Reviews CCG.

Whereas, on 25 August 2025, the Board Governance Committee recommended that the Board designate James Galvin and León Sanchez to serve as members of the Reviews CCG.

Whereas, on 25 August 2025, the Organizational Effectiveness Committee recommended that the Board approve the final charter for a Review of Reviews Cross Community Group (Reviews CCG), as presented by leaders of the Supporting Organizations and Advisory Committees.

Resolved (2025.09.05.01), the Board approves the Charter for a Review of Reviews Cross Community Group as presented to the Board on 25 August 2025. The Board directs the ICANN President and CEO, or his designees, to take all actions necessary to support the Reviews CCG effort.

Resolved (2025.09.05.02), the Board appoints James Galvin and León Sanchez to serve as members of the Reviews CCG, in accordance with the Board of Directors Code of Conduct.

Resolved (2025.09.05.03), the Board thanks ICANN’s Supporting Organizations and Advisory Committees, and their leaders, for the collaborative work to develop a community dialogue on ICANN Reviews.

Rationale for Resolutions 2025.09.05.01 – 2025.09.05.03

Why is the Board addressing the issue?

The Board is addressing this issue further to its 19 May 2025 Board resolutions 2025.05.19.01 and 2025.05.19.04 to “initiate work to design a review program that is fit for the intended purposes of enhancing ICANN's accountability, transparency, and effectiveness.” The Board resolutions called for a community dialogue to help develop an accountable, transparent, and effective review process that is sustainable for the long term.

What is the proposal being considered?

The Board is taking two actions:

1. Consideration of a Charter for the Review of Reviews Cross Community Group (Reviews CCG) as approved by ICANN Supporting Organizations and Advisory Committees, and presented to the Board on 25 August 2025; and
2. Appointment of two members of the ICANN Board to serve as members of the Reviews CCG.

The Board received a draft charter for the Reviews CCG on 30 July 2025 through correspondence, and a subsequent final proposed charter on 25 August 2025.

Which stakeholders or others were consulted?

The Board’s 19 May 2025 resolution seeking a community dialogue on ICANN Reviews was based on continuing conversations with the community supporting the need for a broad discussion on this topic. Consultations on the best way to organize the community dialogue have taken place starting with the Board’s engagement with the community prior to the ICANN83 public meeting.

ICANN’s SOs and ACs were integrally involved in the development of the idea of forming a Reviews CCG as a means to achieve the community dialogue called for in the Board’s 19 May 2025 Resolution. The SO/AC leaders began discussing the idea of a Reviews CCG during ICANN’s Public Meeting in June 2025 (ICANN83), and then moved into charter development and consultation with their respective groups on a proposed Charter for the Reviews CCG. The SO/AC leadership presented the Board with a draft Charter on 30 July 2025, and that version was then offered to the broader SOs and ACs to identify questions or clarifications as feedback to the charter drafting process.

On 25 August 2025, the Board was informed that all Supporting Organizations and Advisory Committees have appointed members to the Reviews CCG, and recognizes the charter provision that “by nominating members to the CCG, a Nominating Group will be deemed to support the charter.”

What concerns or issues were raised by the community?

The Board received correspondence from the At-Large Community, dated 18 August 2025, that outlines its concerns with the use of an ad hoc process. The At-Large Community articulated its position that the Fourth Accountability and Transparency Review (ATRT4) should have been initiated to absorb this work and thereby return to compliance with Section 4.6 of ICANN Bylaws. The correspondence further references the At-Large Advisory Committee’s 17 June 2025 Empowered Community Reconsideration petition that was not supported by the other Decisional Participants in the Community. The letter confirms that despite its process-related reservations, the At-Large Community will “participate fully and constructively in the process ahead”. The Board notes the concern expressed about compliance with the Review schedule in the ICANN Bylaws is being addressed separately with the community.

What significant materials did the Board review?

The Board considered the draft charter it received on 30 July 2025, followed by the final charter it received on 25 August 2025, including the associated communications.

The Board also considered the recommendation of the Board Governance Committee regarding the Board members for appointment to the Reviews CCG.

What factors did the Board find to be significant?

A significant factor supporting the Board’s approval of the Charter is the community support evidenced through the Supporting Organization and Advisory Committee appointments to the Reviews CCG that signal their approval of the charter. The Board has reviewed the substance of the Charter and observes that, by providing for the participation of all SOs and ACs, together with ICANN Board and org representatives, the Charter establishes a framework that is grounded in fact and inclusive of a broad range of perspectives. The Board also notes that the Reviews CCG can be informed by external expertise as necessary, which can support the future design of ICANN Reviews.

The Board notes that this effort is tailored to focus on ICANN Reviews defined under Article 4 of ICANN’s Bylaws, and that there are areas specifically excluded from the scope of the Reviews CCG: the Independent Review Process, Reconsideration Requests, Community Mediation, Empowered Community processes, the Customer Standing Committee Effectiveness Review, and the IANA Functions Reviews.

The Board looks forward to participating in the phased approach set forth within the Charter, including the initial development of a statement on the purpose of reviews for discussion at ICANN84. The Board believes this will be foundational to future work.

The Board is committed to participating in the various checkpoints with the broader ICANN community as set forth in the Charter, including supporting the development of an effective engagement strategy and plan to ensure the outputs of the Reviews CCG reflect input from ICANN’s multistakeholder community.

The Board is also committed to supporting the Reviews CCG in meeting its proposed timeline for the delivery of recommendations to the Board.

Are there positive or negative community impacts?

The organizational diversity of the Reviews CCG from across ICANN, as well as the engagement envisioned with the broader community will help ensure the Reviews CCG process is conducted in an open and inclusive fashion, which is a positive start to this community dialogue. The Board believes that this structure will support positive outcomes, including broad discussion and thoughtful proposals to refresh the system of ICANN reviews in a way that enhances ICANN's accountability, transparency and effectiveness and meets the community’s needs.

Are there fiscal impacts or ramifications on ICANN (strategic plan, operating plan, budget); the community; and/or the public?

The Reviews CCG will have a resource impact across ICANN, with all SOs/ACs, the Board and ICANN org participating and engaging in the effort. The ICANN community will be asked to engage substantively with the Reviews CCG across the next year.

Financially, the Reviews CCG effort is not included in the current Fiscal Years 2026-2030 Operating Plan and Fiscal Year 26 Operating Plan. The Board understands that existing organizational resources will be utilized to support the activities of the Reviews CCG and notes that should additional funding be required for travel or professional services, such expenses will be managed through reallocations within the existing operational budget on an as-needed basis.

The Board considers that this project fits under the Strategic Objective 2 - “Enhance Organizational Excellence” of the ICANN Strategic Plan for Fiscal Years 2026-2030, echoing 2.1 on pursuing a sustainable future and 2.1.1 on improving institutional agility and adaptability.

Are there any security, stability or resiliency issues relating to the DNS?

While this decision is not expected to have direct impacts on security, stability or resiliency of the DNS, one of the Specific Reviews the Reviews CCG may examine is focused on the topic of the security, stability and resilience of the Internet’s Domain Name System.

Is this decision in the public interest and within ICANN’s mission?

The decision to approve a charter of a cross community group to coordinate a community dialogue on ICANN reviews is within ICANN’s mission and serves the public interest.

Is this either a defined policy process within ICANN’s Supporting Organizations or ICANN’s Organizational Administrative Function decision requiring public comment?

No public comment is required.

Published on 9 September 2025