*** Disclosure: The following is the output resulting from transcribing an audio file into a word/text document. Although the transcription is largely accurate, in some cases may be incomplete or inaccurate due to inaudible passages and grammatical corrections. It is posted as an aid to the original audio file, but should not be treated as an authoritative record.*** Singapore - ICANN Board meeting (Session with New Board) 24 June 2011 >>STEVE CROCKER: Let me ask Bill Graham and Chris Disspain to join us. So for any of how might be confused, this is a formal closing of the last board meeting and a reconvening, or a convening of the next board meeting. And we have a tiny bit of business, and then we actually will let everybody go. So, Chris, welcome. Bill, welcome. We are in the technical state here of not having officers. And so let me turn the proceedings over to Bruce Tonkin, chair of the Board Governance Committee. >>BRUCE TONKIN: Thank you, Steve. I'd just like to read the resolution for the election of the board chairman. Before I do that, though, you'll notice a couple of changes. One, for the first time we are providing a bit more transparency on the process we use for selecting the board chair, and this time for the first time, we've identified the candidates for the board chair. We recognize that a lot of that information is probably floating around in the room and in the community anyway, so we might as well just be absolutely clear, and also recognize that the three candidates were all very worthy. Our approach this year, before we even started the discussion on who was the best person for the role, is we had a discussion about what the role entails and what the criteria for the whole should be. And so that was a very active discussion on the board, and then based on that criteria, each candidate addressed the criteria, and the board had an opportunity to question each of those candidates and make its decision. So I will now read the resolution, and it states: Whereas, pursuant to the board's adopted process, nominations for board chair were closed at the beginning of the board workshop on the 22nd of June, 2011. Whereas, the following board members were identified as candidates for board chair: Sebastien Bachollet, Cherine Chalaby, and Steve Crocker. Whereas, the candidates for board chair made presentations to the board. Whereas, the board then participated in a written straw poll by secret ballot, the results of which were used to inform the BGC's slate for board chair that the BGC, which is code for Board Governance Committee, presented to the board for approval. Whereas, the BGC has recommended that the board elect Steve Crocker as chairman of the board. Resolved, Steve Crocker is elected as chairman of the board. [ Applause ] >>BRUCE TONKIN: So as a formality, I will ask for a formal show of hands, although I guess we could say that was by acclamation. But do I have a seconder for that motion? Numerous ones. I'll start with Ramaraj because he is closest. All those in favor, please say aye -- or please raise your hand, sorry. (Hands raised) >>BRUCE TONKIN: Are there any against? Are there any abstentions? Okay. We will note that motion as passed. Congratulations, Steve, and I will hand the chair back to you. >>STEVE CROCKER: Thank you very much. Let me thank all of the board members. I want to move forward with the rest of the process and then I'll say a few words about where we are and what our process is, and so forth. I promise not to be lengthy, but I do want to move forward with all this. The next resolution is the election of the board vice-chairman. We followed essentially the same process that Bruce outlined. We had multiple candidates and a very healthy process. Election of the board vice-chairman. Whereas, pursuant to the board's adopted process, nominations for the vice chair were closed at the beginning of the board workshop on 22 June 2011. Whereas, the following board members were identified as candidates for board vice chair: Sebastien Bachollet, Ray Plzak, and Bruce Tonkin. Whereas, the candidates for board vice chair made presentations to the board. Whereas, the board then participated in a written straw poll by secret ballot, the results of which were used to inform the Board Governance Committee's slate for board vice chair that the Board Governance Committee presented to the board for approval. Whereas, the Board Governance Committee has recommended that the board elect Bruce Tonkin as vice-chairman of the board. Resolved, Bruce Tonkin is elected as vice-chairman of the board. [ Applause ] >>STEVE CROCKER: I have to ask for any discussion. Oh, I have to ask for a second, yes. Ray. Thank you. And any discussion? I'm just learning how to do this job. [ Laughter ] >>STEVE CROCKER: Seeing none, I'll call for the vote here. All in favor, raise your hand. (Hands raised). >>STEVE CROCKER: Any opposed? Any abstentions? Bruce! You can't abstain. [ Laughter ] >>STEVE CROCKER: The motion is carried. Bruce is now our new vice chair. Congratulations, and I'm very pleased to be working closely with Bruce. And, in fact, next order of business is the slating of the committees, and Bruce continues in his role as chair of the Board Governance Committee. Bruce, I'd like you to handle the next order of business here, which is -- I lost track here -- resolution 15, appointment membership of board committees. >>BRUCE TONKIN: Thank you, Steve. I will read the resolution. It is resolved that membership of the board committees is established as follows until the annual general meeting. The Audit Committee: Erika Mann will be chair, Steve Crocker and Gonzalo Navarro will be members. Compensation, Bruce Tonkin will be chair, and Steve Crocker and Rajasekhar Ramaraj will be members. Executive Committee, Steve Crocker will be chair, Rod Beckstrom and Cherine Chalaby and Bruce Tonkin will be members. Finance committee will be chaired by Cherine Chalaby, and Sebastien Bachollet, Rajasekhar Ramaraj, and George Sadowsky. Governance chaired by Bruce Tonkin, and members Cherine Chalaby, Bill Graham, Ram Mohan, Ray Plzak, and Rajasekhar Ramaraj. Global relations, Gonzalo Navarro, members CD, Erika Mann, George Sadowsky, Katim Touray, and Kuo-Wei Wu. IANA, Kuo-Wei Wu as chair, and members Bertrand De La Chapelle, Thomas Narten, Ray Plzak, Katim Touray, and Suzanne Woolf. Public participation, chaired by Mike Silber, members Sebastien Bachollet, Thomas Narten, Gonzalo Navarro, Katim Touray, Kuo-Wei Wu. Risk, chair, Steve Crocker, and members Rajasekhar Ramaraj, Mike Silber, Bruce Tonkin, Suzanne Woolf, and Katim Touray. Structural improvements, chair Ray Plzak, and members Bertrand De La Chapelle, George Sadowsky, Reinhard Scholl, and Mike Silber. Before I finalize that resolution or put that resolution, I'll just make a comment about the chairs of some of these committees. One of the things that we are trying to do is manage succession planning and ensure that we're not dependent on any one individual in any role on the board. And um note in this particular slate of candidates, Ramaraj has been chair of the finance committee for some time, and it's an appropriate time to hand over to a new chair as you transition from the end of one financial year into the next financial year. But the transition will be managed by Ramaraj remaining on the finance committee. So we're expecting a fairly smooth handover there to Cherine Chalaby, who has been on the finance committee since he joined the board. You will have noted in a previous -- just another example of that with the Risk Committee. I chaired that for the first year, and then handed over to Steve Crocker to take on as chair, but I have remained on that committee to assist Steve in that transition. So that's kind of where we are trying to head towards, is ensuring that we have an appropriate succession from one chair to the next. And you also see that that's our intent with the Nominating Committee as well, that we are identifying a chair and a chair elect, so that we properly manage transition plans. So at that point, Steve, I hand back to you. >>STEVE CROCKER: Thank you very much. Do I have a second? Cherine. Thank you. Any discussions? Call the motion. All in favor, raise your hand. (Hands raised). >>STEVE CROCKER: Any opposed, raise your hand. That's Katim. Katim, do you want to make a statement and -- >>KATIM TOURAY: Yes, please. >>STEVE CROCKER: -- expand on that? >>KATIM TOURAY: Thank you very much. >>STEVE CROCKER: Excuse me just a second. Let me close off the voting. Are there any abstentions? No. So the motion is carried, and Katim, let me ask you if you want to say something, please do. >>KATIM TOURAY: Okay. Thank you very much, Steve, and congratulations to both of you and Bruce and the rest of the board on your appointments and elections to your respective positions and chairs in the various committees. As I mentioned in an e-mail I sent out last night to the board list, I am voting against the current slate of appointments to the various committees because I think there are serious flaws in the way we appoint and populate the various committees of the board. As you all well know, or at least most of you that have been on the board for the past three or so years, there's an issue that has been raised a number of times. We have discussed it but we have never really addressed it. I'm glad to hear -- I'm glad to see that at least with regards to the chair and vice chair, we have started to do something that's a little bit more transparent and that ICANN, as an organization that's built on a multistakeholder model, is more deserving of. In my discussions yesterday with Bruce, we explored various ways and means of achieving exactly this. But I think until we get to that, it's important that I vote, in this case, against this particular slate of candidates and preponderance operations of the committees just to send a message, as it were. Because I think if we keep, you know, pushing the matter aside, we just would not have the pressure we need to really do what we need to do and that is do the right thing for ICANN. And having said that, I will fully cooperate and work as much as I can with all of you to make sure ICANN gets the very best out of this board. >>STEVE CROCKER: Thank you very much, Katim. This moves on to the undefined "any other business." I would like to make a very few remarks and call upon anybody else who wants to add things. We have a lot of work in front of us. Two things I want to flag in particular, quite obviously having passed the resolution to move forward with the new gTLDs, we have enormous amount of work in execution. That will be, as we have said many times, a challenge all the way up and down. Heavy burden on the staff, heavy burden on the community, heavy burden on the board to execute what's in front of us that we have committed to, and undoubtedly there are extra items, rough edges, loose ends that will come up that need to be dealt with even while we're proceeding deliberately and rapidly down the defined path. The other -- among the many, many commitments that we have, the other one I want to flag is the Affirmation of Commitments, the ATRT report, the resolutions that we passed, our complete commitment to all 27 recommendations. I want to note that during the presentation of the finance committee this morning was a specific comment that these items have been supported in the budget. That is a very strong statement in terms of commitment to go and make this all happen. Let me also now turn to the process that you have just seen of selecting officers. This was a competitive and very constructive and healthy process. I think the right way to look at this is that we have a considerable amount of talent and skills, and that is a very good position for us to be in. I can tem you from having participated in this, Bruce ran -- sort of organized the progress and ran it, and it was very, very well done, caused each of us to have to speak to a number of issues, and in the process I think all of us learned a great deal about the issues and we learned about each other. As I say, this was a positive experience that resulted not only in the business at hand of making a decision but of also laying the foundation for some very constructive and ongoing interactions and cooperative processes. So I'm looking forward very much to working with everybody on the board. I'm particularly looking forward to working with Sebastien and with Cherine, and I think each of them wants to add some comments. Sebastien? >>SEBASTIEN BACHOLLET: Thank you. After six months of periode d'essai, I am returning for three years on the board. It's unusual to have this six months and after three years, but it was a process to allow At Large to work on the process to elect a full board member. And I would like to take this opportunity to thank again the At-Large community for the confidence. >>SEBASTIEN BACHOLLET: After six months of period, they say, I am returning for three years in the board. It's unusual to have this six months after three years, but it was a process to allow at-large to work on the process to elect a full board member, and I would like to take this opportunity to thank again the at-large community for their confidence. About the election, my position, more to say that I am the best candidate, I think it's important that the board get a choice. It's one of the major reasons for my candidacy. And I was happy that Cherine does the same, and for the election, the chair election. Even if I don't see the result as the best way to show a much-needed internationalization of ICANN, I respect the result and I will support both Steve and Bruce in their new role as chair and vice chair. And I will fulfill my duty in the committee I have the honor to serve. A quick point. I need to disclose, as there are some changes in my SOI. As you know, it was published before Brussels that I have been invited to be a member of the board of the International Foundation for Online Responsibility, which is set up to be the sponsoring organization for the xxx sTLD, should ICM be awarded the contract for the dot xxx sTLD, and I just -- they just issue a public statement that I am a member of the board of the International Foundation for Online Responsibility, which is the sponsoring organization responsible for policy setting for the dot xxx sTLD. Thank you very much. >>STEVE CROCKER: Thank you very much, Sebastien. Cherine? >>CHERINE CHALABY: Thank you, Steve. I want to congratulate you on this appointment. You are going to be a very popular leader, and I look forward to working with you and looking forward for all of us as a team, working under your leadership, to bring success to ICANN. I think we have many challenges facing us, going forward, and you can count on me and my support in all of those challenges that we have discussed times and times again. This is not the time to make a list, but I just want to give you my support and wish you all the best. We will all be working together. Cheers. >>STEVE CROCKER: Thank you very much. Anybody else have business to add? Rod. >>ROD BECKSTROM: Very quickly, just want to say, Steve and Bruce, greatly looking forward to working with the two of you, and Chris and Bill as well, the entire new board. Thank you. >>STEVE CROCKER: Thank you very much. As the first piece of sort of new business, I want to take the pleasure of inducting Peter Dengate Thrush on the IANA Special People Numbers Registry. This is a small select list that is maintained by IANA that actually goes under exactly that name "IANA Special People Numbers Registry," SPNR. The list is short, and Peter is hereby awarded Number 11. The formal resolution is: Whereas, Peter Dengate Thrush served as chairman of the ICANN board of directors from November 2007 through June 2011. Whereas, we thank Peter Dengate Thrush for his leadership, dedication, and significant accomplishments as chairman of the ICANN board of directors. Resolved, the board requests that Peter Dengate Thrush be inducted as Entry Number 11 on the IANA Special People Numbers Registry (SPNR). The whole list reads: Number one, Jon Postel; number two, Joyce Reynolds; number three, Bob Braden; number four, Louis Touton; number five, Daniel Karrenberg; number six, Stephen Crocker; number seven, Scott Bradner; number eight, Stephen Wolff, number nine, Vint Cerf, number ten, Paul Twomey; and now number eleven, Peter Dengate Thrush. Let me ask the board to -- well, I need a second, I guess, formally. >>CHRIS DISSPAIN: I'll second that, Steve. >>STEVE CROCKER: And Chris, thank you very much for seconding. Let me ask for approval by acclamation. [ Applause ] >>STEVE CROCKER: Thank you. And so far as I know, Peter, that really is the end of it. ICANN 41 is now complete. Thank you all very much, and onward! See you all in Dakar! [ Applause ]