This seminar presents a draft paper that examines the options for future management of ICANN's critical Internet resources (CIR) functions.

External oversight of ICANN by the US Department of Commerce may end on 30 September 2009 with the expiration of the Joint Project Agreement (JPA). At present it is unclear what, if any, instrument will replace the JPA. Yet ICANN will still be responsible for the management of key critical Internet resources (CIR). ICANN performs most of its functions through outsourcing, including to entities not parties to the JPA.

A draft paper that examines the options for future management of ICANN’s CIR functions will be presented at this seminar. The paper proposes that, notwithstanding the disposition of the JPA:

  • there will likely be no essential structural or organizational change to ICANN (ICANN will remain a non-for-profit public benefit corporation chartered under the laws of the State of California)

  • any re-orientation of the management of ICANN’s CIR operations will be accomplished largely through changes to its constituent legal instruments, especially its corporate bylaws.

The discussion addresses the theoretical underpinnings for focusing on ICANN’s constituent legal instruments, including ICANN’s operating to a large extent as a virtual corporation with mainly outsourced and ‘in-sourced’ functions, as well as the reasons for ICANN’s operating largely in a virtual mode. Among the issues to be considered are the flexibility of Anglo-American corporate law in creating one-off entities (and the resulting cultural disconnects elsewhere), ICANN’s need to be regarded a ‘rule of law’ actor, and the history of ICANN’s bylaw amendment debates.

The discussion hopes to be able to address, by way of illustration of the theoretical points, ICANN’s recent actions concerning Bylaw Amendments Related to Restructuring of the GNSO Council, Proposed Bylaw Changes to Improve Accountability, and Bylaw Amendment Related to Organizational Review Cycles.

The draft paper will be presented at the Internet Governance Forum meeting in Egypt in November 2009.