Revised ICANN Bylaws and Restated Articles of Incorporation
Overview
In order to fully implement the CCWG-Accountability’s Work Stream 1 recommendations, ICANN modified its Bylaws and Articles of Incorporation to account for the accountability enhancement mechanisms recommended. Revisions to both core documents were completed and confirmed by legal counsel to be consistent with the IANA Stewardship Transition Proposal and CCWG-Accountability Report. The ICANN Board approved the new ICANN Bylaws on May 27, 2016 and the Articles on August 9, 2016. Both are now in effect.
ICANN Bylaws
As NTIA acknowledged in its June 9, 2016 IANA Stewardship Transition Proposal Assessment Report, on May 27, 2016 the ICANN Board approved all of the amendments to the ICANN Bylaws that were necessary to make the Bylaws consistent with the IANA Stewardship Transition Proposal.
The ICANN Bylaws were modified in a number of ways to ensure that that the IANA Stewardship Transition Proposals was supported and implemented. These include, at a high level:
>> Restating ICANN’s mission as identified in the CCWG-Accountability Work Stream 1 Report.
>> Identifying “fundamental” Bylaws and incorporating the high threshold for Board and community approval of changes.
>> Defining the community role in rejecting “standard” Bylaws amendments.
>> Developing a “designator” to support the community’s ability to remove the ICANN Board.
>> Defining the Empowered Community processes to support how the community will exercise its new community powers.
>> Incorporating portions of the Affirmation of Commitments between ICANN and the U.S. Department of Commerce, including reviews.
>> Revising the requirements under which the ICANN Board is required to provide special consideration to GAC advice.
>> Revising ICANN’s Reconsideration and Independent Review Processes (IRP).
>> Specifying how the community can have inputs into and rejection rights over ICANN’s budget, strategic, and operating planning processes.
>> Specifying ICANN’s key obligations for PTI, including the development of the CSC and the requirements for the IANA Naming Functions Reviews (including special reviews and separation reviews).
>> Setting out a commitment to the CCWG-Accountability’s Work Stream 2 efforts.
Immediately following the March 10, 2016 transmission of the IANA Stewardship Transition Proposal to NTIA, ICANN drafted an initial set of revised Bylaws to incorporate the tasks and recommendations specified in the proposals. After the initial draft was shared with the external counsel to the CCWG-Accountability, ICANN worked closely with that counsel, and the Bylaws Coordination Group to refine the amendments. During this time, the Bylaws Coordination Group assisted the attorney drafting team when questions arose in the interpretation of proposals, or how to incorporate details for areas where the ICG proposal and CCWG-Accountability Work Stream 1 Report may have been silent.
On April 21, 2016, ICANN posted the proposed revised Bylaws for a 30-day public comment period. Each of the comments were considered and analyzed, and ICANN produced a detailed chart assessing whether the Bylaws required modification to reflect the issues raised within each comment. The legal teams continued their close coordination in developing the necessary updates to the Bylaws in response to these comments.
After the comment summary and analysis was completed and the resulting changes were made, the Bylaws Coordination Group was consulted on the proposed final ICANN Bylaws. No objections or concerns were raised at that meeting.
On May 27, 2016, the ICANN Board approved the revisions to the ICANN Bylaws, which are now in effect.
ICANN Articles of Incorporation
The ICANN Articles of Incorporation (‘Articles’) were modified in three key ways in order to support the transition proposals. They needed to:
>> Be made consistent with the restatement of ICANN’s mission as reflected in the approved new ICANN Bylaws.
>> Reflect the multistakeholder community role in determining how the global public interest is served through ICANN’s mission.
>> Incorporate the new thresholds for approval of changes to the Articles.
The CCWG-Accountability’s external legal counsel developed a first draft of the amended Articles to implement these changes, and ICANN worked in close coordination with them to develop a draft for release to the Bylaws Coordination Group.
The draft revisions to the Articles were posted for a 40-day public comment period on May 27, 2016. At the community’s request, ICANN extended the comment period for an additional seven days.
During the public comment period, the CCWG-Accountability considered the revisions to the Articles across a number of meetings, including conversation with ICANN lawyers as well as the CCWG-Accountability’s external counsel. The CCWG-Accountability submitted a comment identifying proposed changes as a result of this public dialogue.
ICANN prepared a summary and analysis of the comments received, and for each comment identified, determined whether a change was needed to the Articles. ICANN also prepared revisions to the Articles based on the comments received, and confirmed the changes with the external counsel to the CCWG-Accountability.
On August 9, 2016, the ICANN Board approved the amendments to the Articles. The Articles were filed with the California Secretary of State on October 3, 2016 and are now in effect.
Relevant Links
- New Bylaws Adopted by the ICANN Board (27 May 2016)
- ICANN's Current Bylaws
- ICG Proposal
- CCWG-Accountability Proposal