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ICANN rushes mystery directors onto board in apparent bylaws breach

Kevin Murphy, August 19, 2022, 15:14:38 (UTC), Domain Policy

ICANN is hurrying two new directors onto its board despite that fact that hardly anybody, apparently including the people who this week gave them the nod, seemed to know who they are.

The Org also seems to have technically breached its bylaws with the timing of the move, which also sees chair Maarten Botterman appointed for another three-year term.

Earlier this week the Empowered Community Administration, which has broad powers to hire and fire directors, submitted ICANN-drafted letters formally approving this year’s Nominating Committee picks — Botterman, Christopher Chapman and Sajidur Rahman.

But I’m told that the ECA, like the rest of us, were not given any information by ICANN about the two newcomers beyond their names and the geographic regions they hail from. They were basically waved onto the board blind, it seems.

Photographs subsequently published on the NomCom web site confirm the two directors’ identities. They’re the former head of the Australian Communications and Media Authority Chris Chapman, and Indonesian venture capitalist Sajid Rahman of MyAsiaVC.

Judging by the ICANN bylaws, approval by the ECA — which comprises one person from each of the ASO, the ccNSO, the GNSO, the ALAC and the GAC — is pretty much just a rubber-stamp. All the due diligence is done by NomCom and the Org.

But the appointments appear to amount to a technical bylaws breach on timing grounds, coming about a month late. The bylaws state:

At least two months before the commencement of each annual meeting, the Nominating Committee shall give the EC Administration (with a copy to the Decisional Participants and Secretary) written notice of its nomination of Directors for seats with terms beginning at the conclusion of the annual meeting, and the EC Administration shall promptly provide the Secretary (with a copy to the Decisional Participants) with written notice of the designation of those Directors.

This year’s AGM will be held in Kuala Lumpur from September 17, with the new directors taking their seats at its conclusion on September 22. So NomCom seems to have missed its “at least two months before” deadline by a month. ECA approval came August 15.

This year’s AGM is a little earlier than usual, which may help explain the problem. They’re usually held in October or November, and there hasn’t been one held in September since 2001.

NomCom also missed the two-month window in 2020, by an even bigger margin, for entirely understandable pandemic-related reasons. It announced its selections just a couple of weeks before the AGM.

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