The ICANN Bylaws (Article X, Section 5.3) state, “Each [GNSO] Stakeholder Group … and each of its associated Constituencies shall maintain recognition with the ICANN Board.”  During this time of significant organizational changes within ICANN and its GNSO community, it is important that Stakeholder Groups and Constituencies have the flexibility to update, modify and evolve their charters so that those governing documents remain accurate and viable. There is currently no formalized procedure for a GNSO Stakeholder Group or Constituency to request recognition by the ICANN Board of Directors for a charter amendment. To address this procedural gap, the Board’s Structural Improvements Committee (SIC) has formulated a process (below) that is intended to accommodate the periodic need to amend charter documents with the ICANN Bylaws requirement for formal validation by the Board.

GNSO Structures Charter Amendment Process – As Proposed

Phase I: Amendment Preparation

GNSO Stakeholder Groups (SGs) and Constituencies should formulate charter amendments through their own internal processes and notify policy-staff@icann.org upon initiation of such efforts. [Note: If the SG Charter requires it, proposed amendment(s) to Constituency Charters must first be submitted to the applicable SG for review and evaluation before being forwarded to Staff and Board.]

Phase II: Staff Review

Upon receipt of the proposed amendment(s), ICANN Staff will analyze the proposal and, within 10 business days, submit the community proposal with a report to the Board identifying any fiscal or liability concerns.

Phase III: Public Comments

After Board review of the Staff report and the proposed charter amendments, the Board will direct the opening of a Public Comment Forum. Upon its completion, within 30 calendar days, Staff will provide a report summarizing the community feedback.

Phase IV: Board Review

At the next available opportunity after the publication of the Staff report the Board shall either:

1. Recognize the proposed charter amendment by a simple majority vote; or
2. Reject the proposed amendment by a supermajority (2/3) vote and provide a specific rationale for its concerns.

In its review of the proposed amendments, the ICANN Board may ask questions and otherwise consult with the affected SG or Constituency. If it is not feasible for the Board to take action on the proposed amendments after two meetings, the Board shall report to the affected SG or Constituency the circumstance(s) that prevented it from making a final action and its best estimate of the time required to reach an action.

In July 2009, as part of the comprehensive GNSO Improvements program, the ICANN Board approved the formal Charters of four new GNSO Stakeholder Groups (SGs) (see ICANN Board Resolution 2009.30.07.09). A Constituency Charter reconfirmation effort was initiated by a Board resolution at its 1 October 2008 meeting and discontinued in 2009 in favor of a new regular review cycle.

During the intervening three years or so, there had been no additional formal charter activity until May 2012 at which time the Registry Stakeholder Group (RySG) submitted a set of changes to its charter. After discussing the substance of the RySG‘s amendments, the Structural Improvements Committee (SIC) determined that a process should exist that would cause charter amendments to be formally reviewed not only by the Board, but the ICANN community as well before being finalized.

The SIC has now asked the staff to seek community review and comment on the proposed process outlined above.