ICANN Board/Bylaws Background

What is the ICANN Board?

The ICANN Board is the responsible body in exercising the authority of the Internet Corporation for Assigned Names and Numbers. It controls its business affairs and properties by virtue of a majority vote by its members present during annual, regular, or special meetings where there is a quorum.

The ICANN Board is internationally represented as set forth by ICANN's Bylaws. It maintains that at least one director represents each geographic region (Europe, Asia/Australia/Pacific, Latin America/Caribbean islands, Africa and North America) and no region has more than five Directors on the Board. A member of the Board of Director's primary duty is to act in the best interest of ICANN and not as representatives of the entities that selected them, their employers, or any other organizations or constituencies.

The ICANN Board consists of 21 members, among whom 16 are the voting Directors and 5 are the non-voting Liaisons. Only the Directors have the power to determine the validity of votes taken by the Board of Directors. Below is the composition of the voting Directors:

• 8 selected by the Nominating Committee who take seats 1 through 8;
• 2 selected by the Address Supporting Organization who occupy Seats 9 and 10;
• 2 selected by the Country-Code Names Supporting Organization for Seat 11 and Seat 12;
• 2 selected by the Generic Names Supporting Organization for seats 13 and 14;
• 1 selected by the At-Large Community who will take seat 15; and
• The ICANN CEO & President will occupy the 16th seat of the ICANN Board.

​The Chairman and Vice Chairman of ICANN Board are elected from the 16 Directors; the ICANN CEO & President is not a candidate.

An additional 5 seats are held for non-voting liaisons. These liaisons are given access to the same materials and are a part of the Board's debates. They represent various specialties and advisory organizations and provide valuable inputs and reactions to ICANN deliberations. The seats are determined as follows:

• 1 appointed by the Governmental Advisory Committee;
• 1 appointed by the Root Server System Advisory Committee;
• 1 appointed by the Security and Stability Advisory Committee;
• 1 appointed by the Technical Liaison Group;
• 1 appointed by the Internet Engineering Task Force.

​What are the ICANN Bylaws?

The ICANN Bylaws are the internal rules set forth for ICANN by the ICANN Board. ICANN Bylaws have 20 articles:

1. Mission and Core Values. The first article describes the mission of ICANN as "to coordinate, at the overall level, the global Internet's systems of unique identifiers, and in particular to ensure stable and secure operation of the Internet's unique identifier systems". There are 11 core values that are deliberately expressed in the Bylaws in very general terms, so that they may provide useful and relevant guidance in the broadest possible range of circumstances.
2. Powers. According to the second article, "except as otherwise provided in the Articles of Incorporation or these Bylaws, 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".
3. Transparency. Third article argues that "ICANN and its constituent bodies shall operate to the maximum extent feasible in an open and transparent manner and consistent with procedures designed to ensure fairness".
4. Accountability and Review. "In carrying out its mission as set out in these Bylaws, ICANN should be accountable to the community for operating in a manner that is consistent with these Bylaws, and with due regard for the core values set forth in 'Mission and Core Values' of these Bylaws". This article explains details of reconsideration process, independent review of Board actions and periodic review of ICANN structure and operations.
5. Ombudsman. This is the article that discusses office of Ombudsman, the charter of the Ombudsman, operations of the office of the Ombudsman, its interaction with ICANN and outside entities and the annual report to be published in detail.
6. Board of Directors. This article explains the composition of the Board, directors and their selection; election of chairman and vice-chairman, criteria for selection of directors, international representation, duties and terms of directors, their resignation and removals, details of ICANN Board meetings and voting and compensation of the directors in detail.
7. Nominating Committee. Article seven describes what Nominating Committee is, its composition, terms of the delegates and the criteria for selection of nominating committee delegates.
8. Address Supporting Organization. This is the article that describes the Address Supporting Organization (ASO) and the Address Council.
9. Country-Code Names Supporting Organization. Article nine describes Country-Code Names Supporting Organization (ccNSO), its organization, ccNSO Council, details of membership to ccNSO, its policy development process and scope and the staff support and funding.
10. Generic Names Supporting Organization. Article ten describes Generic Names Supporting Organization (GNSO), its organization, GNSO Council, stakeholder groups within GNSO, its policy development process and the staff support and funding.
11. Advisory Committees. This is the article that lists the advisory committees, namely; Governmental Advisory Committee (GAC), Security and Stability Advisory Committee (SSAC), Root Server System Advisory Committee (RSSAC) and At-Large Advisory Committee (ALAC) and their procedures.
12. Board and Temporary Committees. Article twelve describes what Board committees and temporary committees are and their powers.
13. Officers. This article lists who the officers of ICANN are, the processes related to their election and removal and information on their compensation and expenses. According to this article, "The officers of ICANN shall be a President (who shall serve as Chief Executive Officer), a Secretary, and a Chief Financial Officer. ICANN may also have, at the discretion of the Board, any additional officers that it deems appropriate".
14. Indemnification of Directors, Officers, Employees and Other Agents. This is the article that clarifies under which circumstances indemnification of directors, officers, employees and other agents might be possible.
15. General Provisions. This article describes the parties who can enter into any contract or execute or deliver any instrument in the name of and on behalf of ICANN.
16. Fiscal Matters. Article sixteen provides guidelines on fiscal matters such as accounting, annual report, annual statement, annual budget, fees and charges.
17. Members. According to this article, "ICANN shall not have members, as defined in the California Nonprofit Public Benefit Corporation Law, notwithstanding the use of the term `Member` in these Bylaws, in any ICANN document, or in any action of the ICANN Board or staff".
18. Offices and Seal. Article eighteen states that "the principal office for the transaction of business of ICANN shall be in the County of Los Angeles, State of California, United States of America. ICANN may also have an additional office or offices within or outside of the United States of America as it may from time to time establish". 
19. Amendments. This article declares that Bylaws of ICANN may be altered, amended, or repealed and new Bylaws adopted only upon action by a two-thirds (2/3) vote of all members of the Board.
20. Transition Article. The Transition Article sets forth the provisions for the transition from the processes and structures defined by the ICANN Bylaws, as amended and restated on 29 October 1999 and amended through 12 February 2002 (the "Old Bylaws"), to the processes and structures defined by the Bylaws of which this Article is a part (the "New Bylaws").

Read the ICANN Bylaws here: https://www.icann.org/resources/pages/governance/bylaws-en

Why ICANN Board and Bylaws matter to you?

The ICANN Board of Directors oversees the policy development process and ICANN governance. Therefore any resolutions passed by the ICANN Board are likely to affect ICANN`s operations, the Internet governance, DNS, and security & stability of the Internet, thus influence the interests of any stakeholders in the Internet Ecosystem, including end users. As a consequence, the composition of the ICANN Board, as well as its decisions, is of high importance for Support Organizations, Advisory Committees, and the wider ICANN community.

Unlike many other organizations, ICANN community members are given the opportunity to direct their comments and questions to the ICANN Board both in person or remotely. End users also have a voice and the opportunities to raise their concerns, especially during the Public Forums at ICANN triennial meetings.

Considering the critical position held by ICANN and the ICANN Board, to enhance the accountability of the organization is an integral element of ICANN`s commitments to the community. In line with the objective of enhancing ICANN accountability, ICANN community is working together to develop critical recommendations to the ICANN Board. The effort is called Cross Community Working Group (CCWG) on Enhancing ICANN Accountability. The CCWG-Accountability held its first face-to-face meeting in Frankfurt, Germany on 19-20 January 2015. This is an open group: anyone interested in the work of the CCWG-Accountability, can join as participant.

For more information on CCWG-Accountability: https://community.icann.org/x/ogDxAg