ICANN Resolutions » ICANN Delegation of Authority Guidelines
Important note: The Board Resolutions are as reported in the Board Meeting Transcripts, Minutes & Resolutions portion of ICANN's website. Only the words contained in the Resolutions themselves represent the official acts of the Board. The explanatory text provided through this database (including the summary, implementation actions, identification of related resolutions, and additional information) is an interpretation or an explanation that has no official authority and does not represent the purpose behind the Board actions, nor does any explanations or interpretations modify or override the Resolutions themselves. Resolutions can only be modified through further act of the ICANN Board.
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, the Board desires to set out a clear line of delegation of authority between the role of the Board and the roles of CEO and management.
Resolved (2016.11.08.06), the Board hereby adopts the “ICANN Delegation of Authority Guidelines” to provide clear guidance and clarification of roles between the ICANN Board and the ICANN CEO/Management (“Guidelines”). The Guidelines shall be reviewed regularly and amended from time to time by resolution of the Board.
The Board is taking action at this time to adopt a set of guidelines to provide greater clarity of roles between the Board and CEO/Management. These guidelines, titled “ICANN Delegation of Authority Guidelines,” identify the respective key roles of the Board, key roles of CEO/Management, and the key interdependencies in those relationships. As outlined in the Guidelines, a primary source of the Board’s powers come directly from the ICANN Bylaws, as well as internal policies. Among others, these key powers include: (1) acting collectively by voting at meetings to authorize and direct management to take action on behalf of the ICANN organization, (2) interacting with the ICANN community to ensure that ICANN is serving the global public interest within ICANN’s mission, and (3) considering policy recommendations arising out of Supporting Organizations, including participating in consultation processes if necessary.
The ICANN CEO is authorized to act within the authority delegated by the Board. The CEO may designate key management to assist in carrying out these responsibilities. The CEO’s responsibilities, include, but are not limited to: (1) interacting with the ICANN community to ensure that ICANN is serving the global public interest within ICANN’s mission, (2) maintaining open lines of communication with the Board, (3) interacting with governments within the scope of ICANN’s mission and Board’s directives, and (4) leading and overseeing ICANN’s day-to-day operations.
By adopting these Guidelines, the Board intends to ensure that the Board and CEO/Management continue to operate within the scope of its mission. The Board’s approval of the Guidelines will have positive impact on the community as provides additional transparency and clarity about the roles and responsibilities of key members in the ICANN organization. Additionally, it provides additional accountability to the community by clearly defining the roles and responsibilities.
There is no anticipated fiscal impact of the Board taking this action, and there are no expected security, stability, or resiliency issues related to the DNS associated with the Board’s approval of the Guidelines.
This decision is an Organizational Administrative Function that does not require public comment.