ICANN Resolutions » ICANN Restated Articles of Incorporation

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ICANN Restated Articles of Incorporation


Resolution of the ICANN Board
Topic: 
ICANN Board approves the proposed amendments to ICANN's Articles of Incorporation
Summary: 

ICANN Board approves the proposed amendments to ICANN's Articles of Incorporation, which shall be deemed effective upon the expiration the IANA Functions Contract between ICANN and NTIA.

Category: 
Administration and Budget
Board
General
ICANN Structures
Meeting Date: 
周二, 9 八月 2016
Resolution Number: 
2016.08.09.06 – 2016.08.09.07
Resolution Text: 

Whereas, on 14 March 2014, the National Telecommunications and Information Administration (NTIA) of the United States Department of Commerce announced its intention to transition the stewardship of the IANA Functions to the global multistakeholder community.

Whereas, on 10 March 2016, Internet Corporation for Assigned Names and Numbers (ICANN) accepted and transmitted to the US National Telecommunications and Information Agency the following transition documents: (i) the IANA Stewardship Transition Coordination Group's IANA Stewardship Transition Proposal, (the "ICG Proposal") and (ii) the Cross Community Working Group on Enhancing ICANN Accountability's Work Stream 1 Report (collectively, the "Transition Proposals").

Whereas, the ICANN Articles of Incorporation need to be restated in order to align with the new ICANN Bylaws and for consistency with the Transition Proposals.

Whereas, ICANN lawyers worked diligently with the independent counsel to the CCWG-Accountability to develop Restated Articles of Incorporation for ICANN. Those Restated Articles were posted for public comment for over 40 days.

Whereas, upon the close of the comments, a detailed analysis of the comments was performed and modifications were made to the Articles in response to the public comments. ICANN coordinated with the independent law firms on the revisions.

Whereas, ICANN's General Counsel has asserted that the proposed Restated ICANN Articles of Incorporation remain consistent with the Transition Proposals and recommends that the Board approve the amendment to ICANN's Articles and authorize ICANN to proceed to filing at the appropriate time.

Resolved (2016.08.09.06), the ICANN Board approves the proposed amendments to ICANN's Articles of Incorporation, which shall be deemed effective upon the expiration the IANA Functions Contract between ICANN and NTIA.

Resolved (2016.08.09.07), the ICANN Board authorizes ICANN's CEO, or his designee, to proceed with the filing of the Restated Articles of Incorporation once they are effective.

Rationale for Resolution: 

The adoption of the Restated Articles of Incorporation is another key step in the planning for the implementation of the Transition Proposals. The Board is being taking this action now to support ICANN's transition planning status report to NTIA due on 12 August 2016. The adoption of amendments to ICANN Articles of Incorporation completes the changes to ICANN's key governance documents that is necessary to align with the Transition Proposals and support the global multistakeholder community's work towards a successful completion of the stewardship of the IANA functions.

These Restated Articles were developed jointly between the legal teams in coordination with the ICANN community. The external counsel to the CCWG-Accountability, as well as ICANN's lawyers, worked closely with the CCWG-Accountability to confirm its understanding and support of the document. The proposed Restated Articles were posted for public for over 40 days, including a requested extension. Six comments were received. Each of the comments was considered and analyzed, and explanation was provided on whether the Articles required modification to reflect the issues raised within the comment. The legal teams continued their close coordination in developing the necessary updates to the Articles.

The changes to the draft Articles based on comments were limited.

In taking this action, the Board relied upon:

ICG's IANA Stewardship Transition Proposal [PDF, 2.32 MB]
Cross Community Working Group on Enhancing ICANN Accountability (CCWG-Accountability) Work Stream 1 Report ("Report") to the ICANN Board [PDF, 6.03 MB]
Report of Public Comments Proposed Restated Articles of Incorporation (clean and redline to existing Articles)
The Board also relied upon the General Counsel and Secretary's affirmation that the Restated Articles reflect the Transition Proposals, as well as the work of the independent counsel to craft the Articles in support of the Transition Proposals.

The adoption of these Articles is in line with ICANN's commitment to accountability and transparency, as this completes the key governance document that ICANN needs to put in place to provide the community with the new and enhanced accountability tools. This action confirms ICANN's commitment to adopt the accountability changes.

The adoption of these Restated Articles is not anticipated to have any impact on the security, stability or resiliency of the DNS. The resource implications for these Restated Articles are the same as the potential resource implications identified for the implementation of the new ICANN Bylaws.

This is an Organizational Administrative Function for which public comments were received.