Board Activities and Meetings
Preliminary Report | Special Meeting of the ICANN Board | 15 February 2024
Formal Minutes are still to be approved by the ICANN Board.
Note: This Preliminary Report has not been approved by the Board and does not constitute minutes. It does set forth the unapproved reporting of the resolutions from that meeting. Details on voting and abstentions will be provided in the Minutes, when approved at a future meeting.
NOTE ON ADDITIONAL INFORMATION INCLUDED WITHIN PRELIMINARY REPORT – ON RATIONALES – Where available, a draft Rationale for each of the Board's actions is presented under the associated Resolution. A draft Rationale is not final until approved with the minutes of the Board meeting.
A Special Meeting of the ICANN Board of Directors was held telephonically, on 15 February 2024, at 21:00 UTC.
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, Edmon Chung, Sally Costerton (Sr. Advisor to President and SVP, Global Stakeholder Engagement & Interim President and CEO), Sarah Deutsch, Danko Jevtović (Vice-Chair), Christian Kaufmann, Patricio Poblete, Sajid Rahman, Katrina Sataki, and León Sánchez.
The following Board Liaisons participated in all or part of the meeting: Harald Alvestrand (IETF Liaison), Nico Caballero (GAC Liaison), James Galvin (SSAC Liaison), and Wes Hardaker (RSSAC Liaison).
Secretary: John Jeffrey (General Counsel and Secretary).
The following ICANN org Executives and Staff participated in all or part of the meeting: Andre Abed (Vice President, Relationship & Delivery Management), Xavier Calvez (SVP, Planning and Chief Financial Officer), Sally Newell Cohen (SVP, Global Communications and Language Services), Anna Guseva (Sr. Director, Program Management – E&IT), Aaron Jimenez (Senior Board Operations Specialist), Elizabeth Le (Associate General Counsel), Veni Markovski (VP, Government Engagement – UN NY), David Olive (SVP, Policy Development Support & Managing Director – Washington, D.C.), Amy Stathos (Deputy General Counsel), Theresa Swinehart (SVP, Global Domains & Strategy), and Russ Weinstein (VP, GDD Accounts and Services).
1. Main Agenda
The Chair opened the meeting and introduced the Main Agenda.
a. IT Service Provider Staff Augmentation
The Chair of the Board Finance Committee (BFC) introduced the agenda item. He noted that the BFC has reviewed and recommended that the Board approve the proposed contract renewal for third-party support to augment the Engineering and IT capacity related to the New gTLD Program: Next Round (Next Round). He then read the resolved clauses into the record.
Following discussion, the Chair called for a vote and the Board took the following action:
Whereas, ICANN organization has a need for continued third-party development and quality assurance support to augment its Engineering and IT capacity.
Whereas, ICANN's current expert third-party outsourcing firm has provided services in software engineering and quality assurance over the last several years.
Resolved (2024.02.15.01), the Board authorizes the interim President and CEO, or her designee(s) to enter into, and make disbursement in furtherance of, a further renewed contract with ICANN's current expert third-party outsourcing firm for a term of [Redacted – Confidential Negotiation Information] with a not-to-exceed value of [Redacted – Confidential Negotiation Information] over the course of those [Redacted – Confidential Negotiation Information].
Resolved (2024.02.15.02), specific items within this resolution shall remain confidential for negotiation purposes pursuant to Article 3, section 3.5(b) of the ICANN Bylaws until the President and CEO determines that the confidential information may be released.
Fifteen Directors voted in favor of Resolutions 2024.02.15.01 and 2024.02.15.02. One Director was unavailable to vote. The Resolutions carried.
Rationale for Resolutions 2024.02.15.01 – 2024.02.15.02
In order to provide supplemental support and maintain vendor competition ICANN has previously contracted with ICANN's current expert third-party outsourcing firm on a smaller scale to support Engineering and IT projects. These resources helped recently launch the Registration Data Request System (RDRS) as well as CES Events 2.0. ICANN will receive its unchanged, discounted rate on procured engineering resources assuming ICANN signs a [Redacted – Confidential Negotiation Information] extension contract. ICANN has the ability to cancel at any time with a 30-day notice without penalty. Per ICANN organization, the relationship with ICANN's current expert third-party outsourcing firm has been beneficial to ICANN on delivery of its commitments and has been a success overall.
ICANN org considered the cost and efficiency of either issuing an RFP for outsourced IT capacity or further renewing the contract with ICANN's current expert third-party outsourcing firm and determined that it was more efficient and cost effective to renew the contract with the current firm. The firm's quality assurance (QA) and engineering resources consistently deliver with cultural fit, institutional knowledge, and zero turnover. Despite inflation and a highly competitive market rate for resources, the charge rate for resources will remain the same. Moreover, retaining ICANN's current expert third-party outsourcing firm's deep ICANN knowledge, technical skills, and existing resources will ensure business continuity and not jeopardize any committed project delivery dates.
After considering the information presented, the Board agrees that it makes fiscal sense to enter into this renewed agreement.
This action is within ICANN's Mission and is in the public interest as it is important to ensure that, in carrying out its Mission, ICANN utilizes available funding in the most effective and efficient manner so as to be in the best interests of ICANN and the global Internet community.
This decision will have a fiscal impact, but the impact has already been accounted for in the FY24 and FY25 budgets and will be for the future budgets as well. Further, this decision is intended to have a positive impact on the security, stability or resiliency of the domain name system.
This is an Organizational Administrative Function that does not require public comment.
b. Strategic Commitment with Selected Vendor for the Next Round Development Phase
The Chair of the Board Finance Committee (BFC) introduced the agenda item, noting that the proposed contract approval is for consulting services to help ICANN org build and prepare to operate the New gTLD Program: Next Round (Next Round). The selected vendor has a comprehensive understanding of the Next Round needs because the vendor is a long-time partner for ICANN and was a key partner in assisting ICANN with the development and execution of the New gTLD Program 2012 Round. He read the resolved clauses into the record.
Following discussion, the Chair called for a vote and the Board took the following action:
Whereas, ICANN org has identified a critical need for qualified vendors with specialized expertise and capabilities to help ICANN org build and prepare to operate the Next Round of the New gTLD Program.
Whereas, ICANN org used a Next Round specific vendor procurement strategy that considered price, timing, and operational requirements.
Whereas, the selected vendor is a long-time partner for ICANN and was a key partner in assisting ICANN with the development and execution of the New gTLD Program 2012 Round.
Whereas, the Board Finance Committee has recommended that the Board authorize the Interim President and CEO, or her designee(s), to take all necessary actions to continue to work with the selected vendor through April 2026 to support the delivery of the New gTLD Program Next Round.
Resolved (2024.02.15.03), the Board authorizes the Interim President and CEO, or her designee(s), to enter into, and make disbursement in furtherance of, a new contract with the selected vendor for a term of [Redacted – Confidential Negotiation Information], not to exceed [Redacted – Confidential Negotiation Information].
Resolved (2024.02.15.04), specific items within this resolution shall remain confidential for negotiation purposes pursuant to Article 3, section 3.5(b) of the ICANN Bylaws until the President and CEO determines that the confidential information may be released.
Fifteen Directors voted in favor of Resolutions 2024.02.15.03 and 2024.02.15.04. One Director abstained of an abundance of caution for any potential or perceived conflict of interest with the Next Round given that his employer is a contracted party. The Resolutions carried.
Rationale for Resolutions 2024.02.15.03 – 2024.02.15.04
ICANN org identified the selected vendor as having a comprehensive understanding of the New gTLD Program Next Round needs. The vendor is a long time partner for ICANN and was a key partner in assisting ICANN with the development and execution of the New gTLD Program 2012 Round. For the 2012 Round the selected vendor provided valuable expertise to ICANN in a variety of ways including:
- Assisting ICANN to define the application evaluation criteria and methodology.
- Led the Evaluation Vendor training, including materials development and exercises.
- Led the quality control program for Evaluations.
- Provided coordination services for the evaluation of Financial and Technical Panels, ensuring common outcomes across three evaluation firms.
Since the 2012 Round, the selected vendor has continued to support ICANN's day to day operations as the evaluator of Financial and Technical competence for potential new registries. It has also helped ICANN establish and provide staff augmentation services for several operational functions until ICANN org was able to expand the teams to support the increased demands created by new registries from the New gTLD Program 2012 Round. This included the Emergency Backend Registry Operator (EBERO) program, as well as the teams that are now responsible for services management and service delivery to the registries and registrars.
The selected vendor is currently playing a key role in the form providing expertise in business process design, as described in the Program Development section of the Implementation Plan. ICANN org expects to continue to utilize the selected vendor's unique knowledge of ICANN's needs and capabilities for the remainder of the development phase of the New gTLD Program Next Round. The needs for support to the New gTLD Program Next Round are front loaded. Given the aggressive timeline, ICANN org does not possess the requisite capacity and expertise to deliver this extensive work independently today. Over time, as ICANN hires and trains new staff to support the latter stages of the development and preparations for the operational phase of the program, ICANN org expects the needs for staff augmentation to significantly decline.
This action is within ICANN's Mission and is in the public interest as it is important to ensure that, in carrying out its Mission, ICANN utilizes available funding in the most effective and efficient manner so as to be in the best interests of ICANN and the global Internet community.
This decision will have a fiscal impact, but the impact has already been accounted for in the FY24 and FY25 budgets and will be for the future budgets as well. Further, this decision should not have a negative impact on the security, stability or resiliency of the domain name system, and likely will have a positive impact.
This is an Organizational Administrative Function that does not require public comment.
The Chair called the meeting to a close.
Published on 27 February 2024