Internet Corporation for Assigned Names and Numbers

Regular Meeting of the Board Minutes

8 December 2006

A regular meeting of the ICANN Board of Directors was held in person in São Paulo, Brazil, on 8 December 2006.

Chairman Vinton G. Cerf presided over the entire meeting. The following other Board Directors participated in all or part of the meeting: Raimundo Beca, Susan Crawford, Peter Dengate Thrush, Demi Getschko, Hagen Hultzsch, Joichi Ito, Alejandro Pisanty, Rita Rodin, Vanda Scartezini, Paul Twomey, and David Wodelet. Board Members Veni Markovski and Hualin Qian participated by telephone. Njeri Rionge was not present at the meeting.

The following Board Liaisons participated in all or part of the meeting: Steve Crocker, Security and Stability Advisory Committee; Daniel Dardellier, TLG Liaison; Roberto Gaetano, ALAC Liaison; Thomas Narten, IETF Liaison; and Mohammed Sharil Tarmizi, GAC Liaison.

The following topics were covered during the Board meeting:

Approval of Minutes

Hagen Hultzsch introduced resolutions, seconded by Alejandro Pisanty, approving the minutes for the Board meetings on 18 October 2006 and 22 November 2006.

Resolved (06.___), the minutes of the Board Meeting of 18 October 2006 are approved.

Resolved (06.___), the minutes of the Board Meeting of 22 November 2006 are approved.

The resolutions were approved unanimously.

Vint Cerf made a statement concerning the minutes: "As you see, we're approving minutes from, in some cases, over a month ago. One of the high priorities of this board in the next year is to -- is to actually execute on several board motions which we've made in the past, which is to get our minutes done in a timely way, not only for our own benefit so we can keep track of what we've done, but for the benefit of those who care deeply about what the board decisions are. And along those lines, I expect that we'll see a fuller content in the minutes, outlining what the issues were and what the basis was for reaching some of the conclusions that the board reaches. I hope that that will find favor in the ICANN community."

Approval of .BIZ/.INFO/.ORG Registry Agreements

Paul Twomey introduced a resolution, seconded by Rita Rodin:

Whereas, proposed new registry agreements between ICANN the operators of the .BIZ, .INFO, and .ORG registries were posted for public information on 27 June 2006 <http://www.icann.org/announcements/announcement-1-27jun06.htm>.

Whereas, the complete proposed agreements with appendices were posted for public comment on 28 July 2006 <http://www.icann.org/announcements/announcement-2-28jul06.htm>.

Whereas, a summary of the public comments was posted on 11 September 2006 and reviewed by the Board <http://www.icann.org/announcements/announcement-1-11sep06.htm>.

Whereas, on 12 October 2006, ICANN posted responses to the public comments from the registry operators <http://www.icann.org/announcements/announcement-1-12oct06.htm>.

Whereas, on 24 October 2006, ICANN posted revised proposed registry agreements including a new restriction on the use of "traffic data" and the acceptance of 10% caps on price increases by the .BIZ, .INFO, and .ORG registry operators <http://www.icann.org/announcements/announcement-24oct06.htm>.

Whereas, the Board has carefully considered the revised proposed agreements, and the public comments and the registry responses, and finds that approval of the proposed new agreements would be beneficial for ICANN and the Internet community.

Resolved (06.___), the proposed .BIZ, .INFO, and .ORG registry agreements are hereby approved, and the President is authorized to take such actions as appropriate to implement the agreements.

Vint Cerf stated "there was a great deal of public comment on the initial agreement -- text of the initial agreements. And the board responded and staff responded by renegotiating some terms of those agreements. There had been a request from the GNSO Council that we delay coming to any conclusions on these three agreements, pending the completion of a policy development process regarding the gTLDs in general. I want to make for the record an observation that the board is obligated to carry out its work in accordance with the current policies of the board. When those policies change, then the board should carry out its work in accordance with the changed policies. But with regard to the gTLD PDP, many of us had the opportunity to participate in the discussions about that PDP during the São Paulo meeting. And they were illuminating to say the least, but also demonstrated how complex and difficult the whole question of GDP policy is -- sorry, GDP -- gTLD policy is. And so I'm glad that the board recommended that we delay making a decision until we had a chance to be here in São Paulo, but it's my observation that the GNSO still has some distance to go before it converges on recommendations to the board. So I think it's timely at this point for us to vote on these three proposals. It seems to me that we have a responsibility to serve all of the ICANN community. And that includes registries and registrars as well as members of the at-large community and the other constituencies that make up ICANN. These three proposals have been pending for quite some time and have been exposed to public comment, and have been responded to."

Susan Crawford stated "The gTLD PDP that is now pending was prompted by deep concern over the net and com agreements entered into by the board. And I -- I have -- I understand that people sometimes come into ICANN not understanding the history or context of the decisions that are made here. And so I want to make clear that there's a deep background here, coming from com and net. So there was outrage, frankly, over what had happened with net and com, and the GNSO started to do its work, working on standardized contractual terms that they wanted the board to consider in connection with org, biz, and info. I was one of the board members who supported waiting until this meeting here in São Paulo to see what the GNSO came up with in case it might be useful to us in considering whether the terms of org, biz, and info should change. I was here for the GNSO meeting, the open public forum, during which the status of the particular PDP on contractual arrangements was discussed. And it was apparent to me that they were not yet ready to advise us as to terms they would like to see in these agreements. Given the existence of the com and net agreements and the board's entering into them on behalf of ICANN, it seems to me unfair to hold up the operators of .org, .biz, and .info, who are seeking to be treated equally with the operators of com and net, and would like to see the same terms in their agreements. And so I see no basis to get in the way here with respect to these renewal agreements, even though they are coming before the term of the renewal of these agreements is actually on us. In one case, one of these agreements is not up for renewal for a couple of years. In two other cases, both operators would have to start making their case to us right now about why they should be renewed, why they should be put in place. So it seems rational to allow these operators to go forward and not be held up by any considerations right now from the -- coming from the board. I don't want to underplay, though, the great concern that underlay the GNSO's effort here to work on standardized terms of these contracts. And as I've said many times in the past and I'll continue to say, it seems to me that these contracts should be focused on the core idea of adhering to future consensus policies necessary for the security and stability of the Internet and otherwise pretty lightweight, with pricing terms that are acceptable to the ICANN community. And I look forward to seeing standardized terms along those lines being proposed for the new round of gTLD applicants that I hope we will initiate sooner rather than later. So bottom line here, I see no reason for the board to stand in the way of these three operators, given the existence of the com and net agreements, and given their desire to be treated equally and our contractual obligation not to single out any registry operator for disparate treatment. On the other hand, there is deep disappointment in the way that we have proceeded with com and net in the past and concern that we -- on my part -- that we change our behavior and have a single standardized agreement for all gTLD operators that is not subject to individual negotiation that might be viewed as favoring ICANN's need for revenues in some way."

Paul Twomey gave a detailed history of the process leading up to the consideration of the proposed new .BIZ, .INFO, and .ORG agreements; a full transcipt of which is available at <http://www.icann.org/meetings/saopaulo/captioning-board-old-08dec06.htm>.

Rita Rodin stated "I think everyone's heard a little bit about the substance of the deliberations about these contracts. And as a new board member coming in, to some extent, I had the easiest job and the hardest job. We needed to look at these contracts and make sure that the process really had been served. And I think you have heard and I am very appreciative of Paul reading into the record, I think you have heard the process that was undergone in connection with these contracts. And I think it's important that everyone realize that this board really had some very robust discussions about this. And as Vint said, tried to look at all the constituencies as a whole and really try to understand some of the concerns on both the registry and the other constituency side. But the other thing is that this board really tried to take action and move forward. And they tried to seek a compromise. Tried to think of as many -- get as many comments as they could from the community, hear as many concerns as they could, synthesize those. But in a very important way, try to take action and move these contracts forward to give certainty to the community. As you also heard, I think this board very much looks forward to discussion and dialogue with the GNSO and any consensus policies that would come out of that policy. But I think that the board also felt very strongly that we should not be delayed in our ability to act here pending any kind of policy in the background."

Peter Dengate Thrush stated "I would like to take a slightly different view from the retrospective that we have had. And I am supporting all the comments that other board members have made in putting the record clear on this. I'd just like to see where we move on from here to. And my concern is that one of our strategic objectives, our second strategic objective after our first one, which is operational excellence, is to be achieving excellence in policy-making. And that's really what we do at these meetings and is about, is policy-making. What we have got here is a difficulty and a potential disconnect in our policy-making process. I agree with Susan's description of outrage as the description of the community after the dot com contract, and the way that the GNSO then set about a PDP to make sure that these things were -- couldn't happen again. We have waited, I think, now, for some time, and I have been a board member who has urged the board to hold making a decision on these contracts at the last three or four times I have come forward and have supported the idea of waiting for the GNSO policy development process and for obtaining the economic advice, which is also a part of, I think, our strategic plan, to be able to give good economic input into our strategic planning. But at the same time, we have been faced with these commercial imperatives that our contracts require us to give equal treatment to the other registry operators. And the time line that's been moving forward. What we need to do is make sure we don't get into this kind of policy disconnect again, if we can. And what I would like to take forward is how do we make sure the GNSO is properly resourced, if it's a resourcing question for it to go through its policy development process as quickly and efficiently as possible. How do we make sure we have the right information, including economic information, always available for making she is decisions so we don't have to wait for long surveys to be done. And what else can we learn from this process so that as we go forward, we can achieve our strategic objective of excellence in policy-making. I think part of that may come from the GNSO review without considering the LSE report. And there may be an opportunity in terms of public consideration of our discussions about that review to make sure that we are getting our objective of organizational and policy excellence."

Susan Crawford stated "I'm glad Peter has raised the issue of the disconnect on the scope of policy-making, and I want to make my understanding clear of the GNSO scope here. What I was personally waiting for from the GNSO was advice about what should be in these contracts. Consensus policy is a defined term in these registry contracts, and consensus policy is constrained to list of topics on which it is appropriate for the GNSO to provide draft policies to the board and for the board to adopt them unless, by vote, it overrides them. This is the core of ICANN's policy-making. I want to make sure people in the audience understand, it's quite dramatic. The idea that a commercial actor would, in advance, decide to comply with policies on a constrained list of topics in the future as a binding matter to the extent that the GNSO adopts a policy on one of those topics and the board ratifies it. The tradeoff here is that the list of policies that can be adopted as consensus policies is constrained. Not every topic can be a subject for a consensus policy-making. So the GNSO's action in this PDP now pending on contractual terms isn't consensus policy-making. It is policy advice to the board about what should be in contracts. So as we go forward, it will be the board's job to decide what is in the standardized contracts I'm dreaming of for the new gTLDs in the future. But the consensus policy development of the GNSO remains crucial."

Alejandro Pisanty stated "Several aspirational items have come up during this part of the discussion, and I would like to express a very specific position here. I mean "aspirational" because I think it's a kind of aspiration that probably will never be completely reached, to have uniform contracts with the gTLD registries, for example. There will always be adjustments. The fact that they are not negotiated at the same time, the fact the policy development processes in the GNSO are rolling on continuously. Adapting to the changes of reality in the market and provisioning and so forth. So I think the goal that we have always to keep in mind is to have the best alignment possible within a given time frame. Waiting to have a completely developed policy and then work on the contracts, assuming that those contracts could be worked out instantly is really not realistical in my mind. And I am pretty satisfied that what we are achieving fits well within this aspiration. I therefore have been less critical of the -- of the decoupling, because I think that this decoupling goes in the nature of ICANN and the practicalities of our work. The same applies for large aspects of the negotiation of contracts. I don't think that we will ever find a party that is willing to negotiate completely in the open, that is willing to set up a table in the middle of the room with ICANN council and staff and its clients and its suppliers, and negotiate fully in the open all the terms of those contracts. Most of these parties will -- And certainly if you find one, it's sure that it could not be guaranteed that this negotiation is to all parties' advantage. Some parties will take more than its equitable share. So again, I think we have to be as open, as transparent in the negotiations of contracts, of contractual terms with businesses as possible, but remember that the whole community may lose if one of the negotiating parties is put in a position that it cannot move forward without losing face, without creating broader alternatives, or alternatives in a broader space. So again here I would -- I personally am less anguished you by the fact that some alternatives have to be found out in a negotiation which is not hidden, which is not hidden in any negative sense, but which has to be held within discreet conditions. And then, of course, the ICANN environment is of unusual openness even for these kind results, to have them discuss, to wait for comments before moving forward. And this is something that both parties, in organizations like this in which there are two, will continue to have to learn to use to their advantage and see the common good of their community. I therefore have had a lot less qualms about the exact terms and timing of these interactions."

Paul Twomey stated "I have, I suppose, two roles in some of these discussions. One is the, as the president, is in helping, working with the staff to try to bring such requests and negotiations to a stage where, in some sense at the staff level, that they are ready for consideration by the community. And to a certain quality or state that, in judgment, the board is likely to want to receive and discuss. That's one of my roles. And I try very hard to do that in a judgment of service for all of the board or service for the broader community. In other words, looking to the others. There then comes a time when I actually put my own board member hat on and have to then look at the thing in terms of my own personal thinking. And they are not the same thing, I have to say. So I want to now talk a little bit about my own personal thinking as a board member here. And in particular, about the challenges of evaluating a mix of objectives that I feel we're charged with. We are charged with transparency, we are charged with process, we are charged with full participation from the community, we're charged with some responsibility for bottom-up process. But we're also charged as a board with responsibility for more choice and for registrants, the competition element which has been there in our founding documents. But we're also, very importantly, and I think primarily or more equal than others, if you like, charged with a security-and-stability responsibility for the core functions that we coordinate. And in that sense, when I look around the world, there is no other group but this group that has that responsibility. If I look around all of the world or in national elements, we are probably the key instrument that's been charged with this security and stability responsibility. It is not the sole thing that we have to balance. I don't want to give the impression that I think everything gets justified in the names of security. Indeed, I think in the present international and political environment, there's too much of that. Way too much of that. It's a lot of humbug in the name of security. But I have to say I have thought -- With that sort of introduction, I have been thinking very much about presumptive renewal, presumption of renewal in these contracts. First of all, I think it's very important, and in the word of these contracts, quite explicitly makes it clear that if the registry operator is in breach, substantive breach of the contracts, then we can say the contracts are terminated. So these are not perpetual licenses at all. They are what the phrase means. Presumption renewal. There is a presumption that if they are being operated well and if there's no substantive breach -- and I'm not trying to use specific legal wording there, so my apologies to my general counsel if I have got the wording wrong about exactly that, but if there is no substantive breach, these contracts will be renewed. My concern -- I have to say personally it's my growing concern, is that there are clearly forces who are beginning to mobilize attack capacity on the network that are looking for targets. And in my previous life, and in the last three years where I am here, I have watched that. And it's clear to me that it's increasing very significantly and the capacity of it is increasing very significantly. We saw already this year the first of the amplified denial of service attacks. And as I described to friend of mine once, recently after that, I said if your normal service is like a ripple on the beach and a DDOS is like a wave crashing on the beach, than an amplified DDOS is like a tsunami. The capacity is clearly increasing. And again, as I said, I'm nervous about a lot of the humbug of things said in the name of security. But even this past week we saw a public warning concerning certain political actors looking to utilize these sorts of cyber attacks. What does this really mean when I think about this presumption of renewal? I think for the stake of the stability of the registrants in these TLDs, my conclusion has been it is good to have an incentive for the registry rarity to be putting capital investment into stable operations of the registry, and in particular into what I see as big increases in investment for security. Now, I do not pretend to be the security expert. I do not pretend to be the security advisor to these registries. That's not where I am from. But when I think about my own responsibility and I think about this particular presumptive renewal, I have come down -- on that basis, I have come down on the side of thinking that, all these things are a balance, but on balance, I think there's a benefit to the registrant of a presumptive renewal term."

Vint Cerf stated "I want to make one other observation. For some time during the course of the dot biz, dot info, and dot org discussions, there was an unknown that hadn't been resolved. And that was whether the dot com agreement itself, which contained terms not unlike those in these three contracts would, in fact, be approved by the Department of Commerce. And it was only recently that that approval was forthcoming. But that helped me, anyway, come to the conclusion that the elements in the -- in these three contracts were, in fact, consistent with the evaluations done by the Department of Commerce in consultation with the competitive authorities to which it turned. So that helped me, anyway, reach the conclusion that these contracts were ripe for approval."

David Wodelet stated "I think it's important to reiterate that, indeed, it has been a very difficult and protracted discussion with the board on these agreements. And I view that as a good thing. One area of concern that I had in particular with these agreements was the presumptive renewal section. But at the same time, that had to be balanced with putting all the registries on a common and competitive footing with respect to the com and net agreements and maintaining long-term stability of the Internet. And I would like to say that no matter how we vote here today, that it's still important that we, as a community, via the GNSO, work hard to create standardized contracts and to create the appropriate balance between creating a fair competitive playing field between all of the registries and the needs of the larger community."

Demi Getschko stated "I noted also some difference between these renewal proposals and the other contracts we have dealt with. And I'm not sure that we are coming closer to have uniform contracts with our counterparts. But I want to stress the urgent need to converge to the even-handling of these contracts and to have the standard sets to the other things that we do have in front of us. The other point that worries me a little bit is the renewal process that is not -- I don't see any clear way to make economical improvements in the contracts except if there is a breach in the technical part. But anyway, I agree that we need to strive for the stability of the registrant community. And we look forward to accomplishing this."

Susan Crawford stated "just to make the big picture very clear here, there is a disconnect between the bylaws, which say the GNSO works on policy, broadly understood, and these commercial contracts with registries, which provide for acceptance of consensus policies, mandatory, binding on registries on a constrained list of topics. Pricing is not on the constrained list of topics set forth in these existing contracts, and so we couldn't, through a consensus policy, create a binding, mandatory, global policy for gTLD registries that we would call a consensus policy. On the other hand, policy advice as to pricing coming from the GNSO I would find to be appropriate. And it will be up to the board to decide what to do with that advice."

The motion was approved unanimously.

2007 Nominating Committee Chair Appointment

Alejadro Pisanty introduced a resolution, seconded by Peter Dengate Thrush:

Whereas, Article VII, Section 2(1) of the Bylaws calls for the non-voting Chair of the Nominating Committee to be appointed by the ICANN Board.

Whereas, the Board Governance Committee has recommended that George Sadowsky be appointed to Chair the 2007 Nominating Committee, and he has indicated a willingness to so serve.

Resolved (06.___), that George Sadowsky is appointed as Chair of the 2007 Nominating Committee, to serve until the conclusion of the ICANN annual meeting in 2007, or until his earlier resignation, removal, or other disqualification from service.

Vint Cerf stated "George has served twice in the past in this role, unexpectedly in this last, most recent round. He had to step in when the elected or selected NomCom chair had to resign for business reasons. So I can only guess that this may be evidence of Mr. Sadowsky's mental instability because anyone who would do this for a third year in a row is clearly unusual. It is deeply appreciated that he would accept the possibility of nomination to this position once again. But I do want to say it is very difficult to find qualified people who are capable of spending as much time as is required to do this task. And so I just draw to the board's attention that this is a continuing problem that we may need to find a way to deal with it."

Peter Dengate Thrush stated that he was going to vote in favor of the resolution, and that he "wanted to confirm to the community that during the course of the report from the Nominating Committee chairman, a couple of points were made. One of them was that there seemed to be a difficulty when members of an existing council, for example, are on the Nominating Committee and possibly achieve an unfair advantage or the balance that we sought to create in that committee may be upset by having people who are already holding an existing position are on the Nominating Committee. As a member of the Board Governance Committee, in the course of discussing this, I had to talk to help general counsel look at the bylaws. So George, just to make sure, we have heard that point and we will be looking at the rules under which Nominating Committee members are appointed to make sure that, at least that difficulty is looked at. I can't promise that we will get everything right on the Nominating Committee, but we will at least look at that one. The other point that came out of this was that part of the difficulty in finding good people to serve here and elsewhere is remuneration. And I have taken again a look at pars of the BGS to have a look at remunerating this position and other positions because it is a very complicated and sensitive topic. But we need to start, in my view -- and I have expressed this publicly and privately -- in my view, we need to be looking at remunerating people, compensating them in some reasonable way for the efforts that they go. We can no longer expect an organization of this size and complexity and the responsibilities that it holds to operate on a volunteer basis. So now seemed to be a good time to talk about those sorts of issues in relation to at least the Nominating Committee."

Susan Crawford stated "Again, as with the issue that was just discussed, there's a deep history here. The original idea was that the board would be made up of half individual users. There's a sense that direct elections are difficult. I won't go into that in more detail. And so the compromise was to create a Nominating Committee structure that would bring new blood onto the board, not necessarily coming through the constituencies of the -- of ICANN. The credibility of this Nominating Committee is central to ICANN's legitimacy and to the continued health and diversity of this board. I'm privileged to have been nominated by the Nominating Committee. But that doesn't mean I don't worry about its continued health. I'm very grateful to George for continuing in this role. There is some risk that the committee becomes something of an echo chamber with the same chair and leadership. I am confident that George will do everything he can to bring in new people into this process. But I'm very glad about two things: One, that as we'll discuss in a moment, we'll be reviewing the Nominating Committee shortly; and, two, that we are beginning a concerted search for a new Nominating Committee chair, starting right away. And I urge the community to help us identify people who can play this role, whether compensated or not."

Alejandro Pisanty gave a detailed account from his point of view as Chair of the Board Governance Committee of the issues relating to the process for selection of the Nominating Committee Chair, a transcript of which is available at <http://www.icann.org/meetings/saopaulo/captioning-board-old-08dec06.htm>.

The motion was approved unanimously.

Progress on ICANN Board-GAC Joint Working Group

Peter Dengate Thrush introduced a resolution, seconded by Vanda Scartezini:

Whereas, after its 25 June 2006 face-to-face meeting in Marrakech the ICANN Board-GAC Joint Working Group, co-chaired by Alejandro Pisanty (Vice-Chair, Board) and Janis Karklins (Chair of the GAC's Working Group on the Future of the GAC), continued its program of inter-sessional activities through two conference calls and email.

Whereas, the Joint Working Group has been functional as an instrument for making communications between the Board and the GAC more effective.

Whereas, on 6 December 2006, the Working Group held its third face-to-face meeting during the ICANN meeting in São Paulo, Brazil, where it discussed the GAC work program for 2007, joint outreach efforts, permanent solution for the GAC secretariat, contingency planning and the role of the GAC within the ICANN framework.

Whereas, the Working Group will continue its support to outreach strategies and the sustained synchronization of GAC's priorities with ICANN's work program and strategic plan.

Whereas, in its XXVI Communiqué, the GAC endorsed its 2007 work program and provided input to the Transparency and Accountability Management Operating Principles for ICANN.

Resolved (06.___), to recognize the progress made by the Joint Working Group, and express its appreciation to the GAC for its 2007 work program and its input to comments to the Transparency and Accountability Management Operating Principles.

Resolved (06.___), to request the Joint Working Group to report on progress made on the further implementation of its work program and progress made on outreach, at the ICANN meeting in March 2007.

Peter Dengate Thrush stated "that hidden in there is a very good message, and that this committee is, although it's a large one and it has difficulty sometimes, as we all do, with its work program, it is making really good progress on what is an essential pillar of ICANN, and that is governmental support. So as I say, if you read carefully through all that diplomatic language as we tend to talk to the GAC, this is a good thing."

Vint Cerf stated "I would like to make an observation about the working group and some of the documents emerging from it. I have occasion to participate in those discussions. And one of the things which emerged was, in fact, a proposal that the GAC produce a calendar of plans for its next year, and to schedule topics of interest and to know when and which of the face-to-face meetings these topics would be addressed. This actually is a really good idea, because calendars are planning tools. And it seemed to me that we would like all of the parts of ICANN to be able to have a common calendar so we can begin to see when issues are going to be addressed by various parts of ICANN, and perhaps more importantly, to align those so that we actually come to a timely common agreement about particular topics. So we've already had some significant benefit from this effort working together with the GAC."

The motion was approved unanimously.

IDN Status — Acknowledgement and Next Steps

Rita Rodin introduced a resolution, seconded by Hagen Hultzsch:

Whereas, the Board expresses its gratitude to the volunteers, in particular from the technical community including the IETF, IAB, RSSAC, the TLD registries working group, and the IDN President's Advisory Committee, for their work related to the insertion of internationalized top level labels.

Whereas, the preliminary laboratory test conducted by Autonomica and development of root zone and application test plans are significant steps toward the stable deployment of IDNs.

Whereas, the TLD registries working group has met regularly on the IDN Guidelines revisions and a best practices document.

Whereas, the ccNSO, GNSO, and the GAC have active working groups considering policy aspects related to the introduction of internationalized top-level labels.

Whereas, the community has had considerable discussions regarding the development of a process by which internationalized labels corresponding to territories could be developed through a joint effort involving the ccNSO and GAC.

Resolved (06.___), the ICANN Board acknowledges the significant work performed by the members of the community working on this important topic and urges this work to continue to move forward in a manner that emphasizes the security and stability of the Internet and enhances the usability of and accessibility to the Internet.

Resolved (06.___), the ICANN Board respectfully requests that all volunteers work closely together in their continued work to ensure that the introduction of IDNs proceeds in a coordinated, timely manner.

Resolved (06.___), the ICANN Board requests the ccNSO and the GAC, through a joint collaborative effort, in consultation as needed with the relevant technical community, to produce an issues paper relating to the selection of IDN ccTLDs associated with the ISO 3166-1 two-letter codes.

Vint Cerf stated "hiding behind this particular resolution, I think, is a great deal of complexity. And it's probably worth exposing some of that for -- so that it's clear that the board is aware of how complicated this is. Just to give one example, the 3166-1 codes which are established by the United Nations statistics group, statistics organization, which, by the way, just as a matter of history, George Sadowsky worked in some time ago, that list is not a list of countries, even though we make reference to country codes when we use them. It's a list of places, sometimes countries, but otherwise areas of economic interest. Because the statistics office is trying to keep track of what's happening in the world and needs to identify different locations or regions through these codes. We adopted the use of these well before ICANN was in existence, in part, to avoid having to answer the question, "What's a country? Or what's an appropriate thing to have a top-level domain?" The first immediate question that comes up with regard to internationalized domain names associated with those two-letter codes is who should have the opportunity to choose additional non-ASCII strings to be associated with the codes. The second problem is, who should be able to object to the choice? A third problem is, how would you resolve a disagreement about a particular choice? A fourth question is, what strings are actually allowed technically? Well, I could go on and on. But the reason I want to just render a little bit of color in this is that it's not going to be an easy matter to decide what to do. And to be very honest, in earlier months, I had the naive thought that this was an easily confined problem, that we could go to Sharil and say, "Why don't you ask your members to pick some strings, and, you know, then we won't have to worry about it here." The fact of the matter is, it's a lot more complicated than that. So I don't envy the task that the ccNSO and GAC are undertaking here. And I hope as a very first step that they can produce a list of questions along the lines of the ones I attempted to suggest to you so that we can understand in concrete terms the scope and depth and complexity of the use of IDNs as top-level country codes."

Sharil Tarmizi stated "We appreciate this opportunity, in fact, because I don't think anyone's kidding anybody here and thinking that this is an easy effort. But at the same time, I think this actually shows, number one, increased GAC participation with the community. And I think if there's anybody within the community who could kick-start some of the discussions, it's probably the ccNSO and the GAC together with the technical community. We have the people here, so we should start documenting some of these things. Because I think very often everyone has got their own notion of what the elephant looks like, but no one's documented it down. So let's start doing that."

Joichi Ito stated "I remember during the board discussions, we had a lot of discussion about this. And while I sympathize greatly with those people who are involved in the social, political complexities as well as the security and technology complexities, I think this is a challenge, but also something very important for ICANN to move quickly and get right. Because it's exactly these kinds of problems that used to deadlock a lot of the older multistakeholder meetings where every single problem had to be anticipated and worked out before we tried it. And it was the kind of rough consensus running code of the IETF which makes the Internet something that can evolve and move forward. And I think that if we fail this challenge, we risk breaking up, one, the Internet as the local groups start coming up with solutions on their own, which are already well along; and also turning ourselves into those -- the same kind of "we don't move until we have everything right" kind of entities that we were sort of designed -- or the Internet was sort of designed to solve. So while I sympathize with everyone, I think this is an important challenge that we need to get right, but we need to keep moving on this."

Peter Dengate Thrush stated "I was going to say some of the things that Joi just said, but he said them so much better than I could. My last point, then, will just be to say what a good thing this is going to be, we have such expertise in this IDN area in the country codes. Some of them are so far advanced with some of this that tapping into this expertise and taking this forward is going to be a good response to this challenge."

Susan Crawford stated "I just want to acknowledge and align myself with Joi's remarks. I think we run a risk here inside ICANN of allowing our conservatism to override our ability to innovate in this area. I think it's very important for us to move forward here and not run the risk of splitting the Net by our inactivity. I also want to note that this resolution, although it refers to collaborative work between the ccNSO and the GAC, in no way cuts off or undermines other work going on with respect to IDNs throughout the ICANN community."

Alejandro Pisanty stated "The potential fallout from this resolution is significant. It can lead in many different ways. I have had some qualms during the drafting that I think it's worth expressing here for the record. I'm prepared to vote in favor of this resolution since it has been worded in such a way that I expect to carry as respectful of the huge effort that ccTLD managers have made during the years to establish proper, responsible, highly participative ccTLD management, that in many countries, in many communities, the ccTLD manager is responsible and enacts very active participation of all stakeholders, from civil society, academic institutions, business, government, and all walks of life, and that we have to be careful that this model continues to be preserved in the administration of whatever comes out from this resolution, that it's not clear that this resolution will lead to something that will be put into operation. But whatever goes into the consultation and the issues paper, of course, has to include respectfully preserving the ability of ccTLD managers to continue to work for the sake of the community, as they have been doing until now."

Demi Getschko stated "I want to take the opportunity also to thank the great work John Klensin and the technical team is doing in this area. And as one of the ccNSO representatives, to congratulate the cc community for being very active on this also and urge them to go forward."

Vint Cerf stated "I certainly would echo that thanks. And for many others, Cary Karp, PATRIK Faltstrom and many others in the community interested in IDNs."

The resolutions were adopted unanimously.

Approval of Strategic Plan 2007-2010

Raimundo Beca introduced a resolution, seconded by Paul Twomey:

Whereas, ICANN's July 2007 through June 2010 Strategic Plan is based on consultation with the community through workshops held in multiple languages at ICANN meetings, through Supporting Organizations and Advisory Committees and through public forums on the ICANN website.

Whereas, the 2007-2010 Strategic Plan gives a brief description of challenges and opportunities that ICANN is likely to face in the next years and outlines five strategic objectives for the ICANN community.

Whereas, the strategic objectives in the plan will form the framework around which the July 2007 through June 2008 Operational Plan and the associated budget are constructed.

Whereas, members of the community have been very generous with their time and the Board appreciates the work that they have done.

Resolved (06.___), the Board approves the 2007-2010 Strategic Plan, and directs the President and staff to move forward with the community-based operational planning process based on the strategic objectives as set forth in the plan.

Vint Cerf stated "I'd just like to make an observation on this. Although I think, Raimundo, I should give credit to you for my observation. And that is that we are on schedule, at last, in terms of our strategic planning and operational planning cycle. I know Raimundo has especially been a strong advocate of getting ourselves aligned with our plans. So this is a very important point for us to reach. And I hope now that we can stay on schedule with regard to our strategic and operational planning. So congratulations to Paul and staff for the effort required to get there."

Peter Dengate Thrush stated "The other thing, apart from us being timely, is that the community support for this is pretty comprehensive. When we started this process, it was very difficult trying to do a strategic plan while we were already running. We had an operational plan already related to a budget and we were mid cycle. Introducing the strategic plan took a lot of work, the staff did a lot of work throughout on this process but the original one generated a lot of community, let's say, interest. What happened progressively is through the consultations people have felt -- my sense is the community feels its input has been appreciated. It's appearing in the plan. We now have a very clear set of strategic objectives, and they can now be traced through the operating plan which is coming and down through the budget and the other dependent plans. So not only are we on time but we seem to be carrying the community or be supported by the community in this process, which is excellent."

Raimundo Beca stated "I have been saying all through this two or three years, in the strategic plan, the process is as important as the content. And now we have a process which is in schedule. So it takes a long time. Now our effort has to be -- has to be assure that the train gets to the place where we want. But that's a new challenge.

Vanda Scartezini stated "Just to acknowledge that how important it is in this process to have some community not English speaking that is participating in these sections, allowing Spanish and French people to express more easily their points and their concerns about the process really makes the strategic plan really the answer of the community."

Susan Crawford stated "I appreciate Vanda's comments very much about the involvement of the community and the other things that my colleagues here on the board have said about the importance of the bottom-up nature, the drafting of the strategic plan. It's a crucial document, a really important initiating point for the rest of our planning process for the next three years. And I appreciate particularly the community's comment that they wanted to see prioritization of ICANN's plans for these next years. And Kurt Pritz's efforts to make sure that those comments were well reflected in the plan are warmly acknowledged by me. I want not to throw water on this -- cold water on this entire process. I think it's gone very well. I am often concerned about ICANN's need to focus on its narrow mission and stay concentrated on its interior job of doing policy-making well and working with its community in an effective way. I think that at this meeting here in São Paulo, we have had some very positive steps in that direction and I look forward to approving the strategic plan."

Paul Twomey stated "The process for this strategic planning has been laid out for some time, and the timetable was confirmed again earlier this week. A key part of that process was that, yesterday, a final version of the plan would be finalized, and today, this board would vote by resolution on that document. So the final version that was posted 12 hours ago or so was the document that would be the longstanding document. I make that point because on page 7 of this document posted 12 hours ago, it does say the plan was adopted by the ICANN board in December 2006 at the São Paulo meeting. Nobody should interpret it as being somehow or other 12 hours ago there was some secret thing happened. This text is just there, and the actual resolution -- this resolution is the one that actually adopts the plan. So I have had conversations with conspiracy theorists over the last couple of hours and I just wanted to make that quite clear."

The resolution was adopted unanimously.

Schedule for Periodic Reviews of ICANN Structure and Operations

Susan Crawford introduced a resolution:

Whereas Article IV, Section 4 of ICANN's Bylaws calls for the Board to cause periodic reviews of the performance and operation of each Supporting Organization, each Supporting Organization Council, each Advisory Committee (other than the Governmental Advisory Committee), and the Nominating Committee by an entity or entities independent of the organization under review.

Whereas these reviews are intended to ensure an independent examination of the role and operation of key elements of ICANN, and are part of ICANN's ongoing commitment to its evolution and improvement.

Whereas the Board Governance Committee has determined that, although not required by the Bylaws, a review of the Board would be appropriate and consistent with ICANN's commitment.

Whereas these reviews will be conducted in an objective way by independent evaluators, under guidance from the Board on the review's terms of reference, and with opportunity for public review and comment on the terms of reference and on the results of the reviews.

Whereas the Board Governance Committee considered the age, responsibilities, and activities of each entity to be reviewed, and considered the operational limitations for managing and implementing reviews, and approved a comprehensive review schedule.

Whereas the Board Governance Committee approved a proposed plan for the review of the Nominating Committee as the next entity to be reviewed, and recommended that the Board post proposed Terms of Reference for this review for public comment.

Nominating Committee — estimated launch December 2006

At-Large Advisory Committee — estimated launch February 2007

Corporate Administration, including the ICANN Board — estimated launch July 2007

Root Server System Advisory Committee — estimated launch October 2007

Security and Stability Advisory Committee — January 2008

ccNSO Supporting Organisation — July 2008

Address Supporting Organisation — December 2008

Whereas, after four cycles, the Nominating Committee, and its critical role in selecting individuals for ICANN leadership positions, is a priority candidate for independent review.

Resolved (06.___), the Board asks the General Counsel to examine the Bylaws provisions relating to periodic review, and to recommend any appropriate changes to reflect the new schedule recommended by the Board Governance Committee.

Resolved (06.___), the ICANN Board agrees with the comprehensive review schedule and the proposed plan for the review of the Nominating Committee approved by the Board Governance Committee, and directs staff to execute the reviews as scheduled and to post proposed Terms of Reference for the Nominating Committee review for public comment and further consideration.

Peter Dengate Thrush stated "the observant members of the community will have noticed the reference to the bylaws. And I think we need to confess that we have fallen behind in our bylaw obligations in relation to review. And I just want to make it clear that, personally, and I think I speak for the rest of the board, this is in no way intended to be any kind of a withdrawal from the recognition of the importance of the principle of review. I think we are absolutely committed to the idea of a necessity of regular review of the function -- the structural components of ICANN. However, we got behind. But an indication of our commitment can be found in the fact that we have done the review of the GNSO, even though that was not required by the bylaws. And the schedule that we have created, by the time we have completed it, should have got us back on track and caught up. So as I say, that's the reason for the reference to the bylaws. We need to get this back on track."

Vint Cerf stated "It's even more complicated than that because the bylaws, much to my surprise, because I had forgotten this, actually specify the order in which these things would be done as well. And looking back on that, one imagines that it would be better to simply say that these all have to be reviewed, but one wants to make sure that you review those which look like they need the most attention first. So that's exactly right, that the bylaws will be examined by the staff general counsel to reword them so that they give the flexibility, while also ensuring that we do follow our instincts and that we do review all parts of ICANN in a periodic way."

Alejandro Pisanty stated "I would like to reemphasize the fact that practical concerns are here as important as the principle of the review, unfortunately. And the intension between our -- very, very strong intention and meaning to perform these reviews well, to do them radically deep and exhaustive in their considerations in trying to get the continuous improvement in the organization has to be balanced with the fact that they actually take a lot of work. GNSO review, both the council and the more extensive done by the LSE have shown us that we have to really create a pipeline for these things. The community has to know or be reminded, maybe, of a few aspects of this. This is a continuous improvement program that is embedded in the bylaws of ICANN from the reform process, in order to avoid and, as much as possible, for ICANN to get into a situation where it has stalled and it has no way except for a revolution to change. There is also an expense of energy, of time from staff and board, and an economic expense to be made here. We have looked at the budgetary implications of this program, and they seem to be very well placed within the needs of continuous improvement of an organization. More over, one of the complexities of ICANN in particular. People who are newer to the community may actually be asking themselves why this has to be done, why the expense, why the attention, why the effort. It's part of what any organization would be doing to continue as part of its strategic plan, as part of continuous improvement. And here, we have to be responsive to many different communities, many different interests, in many different fields. This is a particularly reasonable structure. We are not committing to unrealistic goals in the sent that the schedule presented is extremely aggressive, but progress will be reviewed and assessed in a year, and maybe on that basis we will know better how to adjust it. I think in a year we will have a very good position, however, because we will have management processes in place for the reviews, which have been had to set up for the council and the global GNSO review. So that will make this less beyond possible expectations than it could seem for some now."

The resolution was adopted unanimously.

Regional At-Large Organization for Latin America and Caribbean

Vanda Scartezini introduced a resolution, seconded by Alejandro Pisanty:

Whereas, the ICANN Bylaws, Article XI, Section 2, Part 4, provide a process that allows individual Internet users to participate meaningfully in the work of ICANN, as the community known as ‘At-Large'.

Whereas, groups representing individual internet users throughout the Latin America and the Caribbean ("LAC") Geographic Region have finalised work on organising themselves as a Regional At-Large Organization ("RALO") by creating a Memorandum of Understanding (MOU) between themselves and ICANN.

Whereas, the LAC Regional At-Large Organization will serve as the main forum and coordination point for input from individual Internet users in this region to ICANN on issues that affect individual's use of the Internet's domain name system.

Whereas, the LAC Region is the first region of the global At-Large community to conclude work on a Regional At Large Organization, an achievement which represents a considerable milestone in the development of the multi-stakeholder process that is so fundamental to the work of ICANN.

Whereas, the LAC user groups have concluded their work on the MOU during the 27th International ICANN Meeting in São Paulo, allowing for the diverse communities engaged in ICANN to be present to recognise this achievement.

Whereas, the Parties to the MOU, composed of ICANN and fourteen representatives of the At-Large Structures in the LAC region, signed it at a public ceremony at the São Paulo ICANN meeting, with the execution of the agreement on ICANN's part contingent upon final approval by the ICANN Board following completion of a public comment period.

Resolved (06.___), the ICANN Board applauds the community of Latin America and the Caribbean Internet users and recognises their achievement of this important milestone.

Alejandro Pisanty stated "I don't know if there is a lot of discussion of tearing it apart or opposing it and then reconciling views, but certainly there is an obligation, I feel, that we thank very explicitly all the people that made this possible who may not appear to be explicitly mentioned here. And a whole new effort from ICANN that has been behind this. First, we are -- the at-large has been one of the most painful parts of ICANN to organize. We have had several attempts of getting global user representation into a system. The discussion has even gone as deep as asking why there has to be this representation, who has to be represented, and so forth. The concept of a web of trust, a concept of building on existing organizations within which there is trust among the individuals, and knowledge of who they are, where they are coming from, what their agendas are, and then trust among organizations, which happens very much inside regions, this concept has been slow -- we have been slow in our capacity to actually enact it, to build with it. But the fact that we have been able to now formalize these organizations is really a milestone for many of us. ICANN's parties slowly but firmly are coalescing, they are getting together and being able to act. As has been mentioned before in this public forum and in the public forums yesterday, the at-large community has already made significant contributions into shaping the agenda of ICANN. And the fact that we get the structures working now will be even -- make them even more effective. This has also happened in particular with the contribution of the regional liaison and outreach efforts that we have these organizations working in several different regions. It's also an effect of this outreach activity and of the people that ICANN has put out there in the regions, people who know the organizations, the people, the legal culture, the structures, the language, the hidden languages and agendas of most people in the region. And that's an effort that has to continue. This outreach, this reaching out into the community, this communicating and calling the community together is a very demanding effort. There will always be obstacles to surmount. One of them is the perception that ICANN matters are being solved, so why should I take part, which some people have. There has to be a continuous effort against any notion of capture by specific small groups. All the people who feel that not being insiders, they don't have anything to look for in ICANN have to be convinced, as has happened here in the region, that they do have an impact. That we are honestly and frankly opening roles for this perhaps and for changing and shaping the future of ICANN. And as a final word, and I also have to express a thankful word to the people from ICANN staff and the community, like Pablo Hinojosa and many others who have been doing the very, very heavy load carrying work in the everyday effort that brought us here."

Vanda Scartezini stated "Just a general comment that I have been for many years dealing with non-profit organizations in Latin America. I would like to recognize how changes -- how the things have changed with the Internet community, and how is, was now -- used to be in that, in the past, how difficult it used to be to get together communities around Latin America. And after this Internet community movement in this region, how easy it is to get together and achieve common goals and the organized, self-organized community to get together. For the people of this region, it is really amazing to look back and see how far we could reach with the net facilities and all the effort of Internet community."

Roberto Gaetano stated "First of all, I'm particularly glad that this -- this resolution is passed and that the LAC regional at-large regional organization -- well, the LAC RALO is formed just a few minutes before my stepping down as ALAC member. And so I can put on my C.V. that I participated in this process, and I achieved result. In fact, we had an early start in Europe and in Asia-Pacific, and we were betting on who of the two would have been the first RALO to be organized. And we were watching each other like opponents in a game in Russia. And as usually happens, while you watch who you think is your direct opponent and the third party comes in and gets the jackpot. I think this is not something that has happened by chance. The Latin American region has proved over the years to be very concrete when the matter needs to be doing rather than talking. Doing the talking as much as is necessary to get to a common understanding, but then go to the doing phase, instead of continuing talking and trim all details which probably we are doing too much in Europe and maybe also in Asia-Pacific, although I don't want to speak to another region. That brings to mind another element in the ICANN history, which -- the pre-ICANN history, which is the IFWP period. When there was the plan to have three meetings in the three most important, then, region of the world, which is the Americas, Europe, Africa, Middle East, and Asia-Pacific. And there was -- we planned to have one meeting in every region. One was in Reston, Virginia, the second one in Geneva, and the third one in Singapore. And then all of a sudden the Latin Americans entitled that they were going to play -- have a bigger role in the game and decided that they wanted to have a meeting in Buenos Aires, which was not part of the original plan. I had the immense honor and pleasure at that time to be in the steering committee, and I have favored this believing that this could happen. And it turned out that it was what I consider still the most successful of the IFWP meetings of the whole series. We had for the first time a meeting that was not conducted in English, but with simultaneous translation, covering Spanish, Portuguese, and English, and set the stage for the formation of ICANN as an organization that had two characteristics: First of all, that is ready to accept -- when the people want to have something to happen, to accept that this happens, even if it's not in the plan. And to establish this organization with a commitment to multiculture and multilanguage. And I think that I have to personally thank the Latin Americans for being so effective and for sometimes telling us clearly where we should go and where -- and to act rather than spend a lot of time only talking."

Veni Markovski stated "I just wanted to say for the record that I will vote in favor and thanks to the people from the Latin American countries. And I am actually a little bit envious of what they achieved, because I was hoping very much that we will be able to launch the European RALO first. But now that we have the good example of the LAC, I hope that the next step will be for us in Europe to organize. And I commit ISOC Bulgaria as a member of the European at-large to contribute as much as we can to make that happen."

Susan Crawford stated "I join in the joy over the creation of the LAC RALO. It's a great moment. It is a milestone in terms of opening participation and lowering barriers to being part of ICANN for people all around the world, and the ALAC is working very hard in that direction. It is often not obvious to people what the entry point into ICANN processes is and how, as civil society groups or individual users, they can be part of policy-making for names and addresses. The London School of Economics report on the functioning of the GNSO makes this point many times in the course of analyzing how the GNSO functions, and suggests as part of its coherent vision of the future of the GNSO that we deemphasize barriers among groups and emphasize dialogue, ease of entry, and participation. I think those values are crucial to the future success of ICANN, and I urge the board, as I said yesterday at our public forum, to exercise leadership and move towards adoption of the LSE report in short order."

The resolution was adopted unanimously.

Discussion on ICANN Meetings

Susan Crawford summarized a workshop that was held in São Paulo on topics having to do with ICANN meetings. She described discussion on ICANN communications, translation into multiple languages, interest in agendas being made available in advance, the need for cross-cutting dialogue-oriented meetings about single issues, interest in figuring out how we could make more available the small meetings that are part of ICANN meetings such as Board-constituency meetings, a suggestion to have a daily update about what's going on at the ICANN meetings, the need for participants to speak more slowly, and the revisions to the Web site that Paul Levins is working on. A transcript of her discussion is available at <http://www.icann.org/meetings/saopaulo/captioning-board-old-08dec06.htm>.

Vanda Scartezini stated "It was very, very good meeting, really. And I would like to bring some feedback from the audience in that time, in talking with the people that came here in Brazil for the first time. So one thing that most of the people were looking after is understand the business behind Internet. So I believe that we must think about to have sessions from the business community to explain business, how to expand business for those regions, especially in those regions where the business is not so developed. So it's one point. The other point that people reach me to complain about is, in the first moment, we have this introduction section, this time here. Well, it's a good step forward. But, anyway, there is need to be more explicit about how to participate and how to get involved and even how to attend meetings in these meetings.

Vint Cerf stated "I have a question for Susan. Was there -- Since we tried a somewhat different format this week, was there any -- it's early to ask -- but was there any response or reaction to the reformatting of this week's meetings in the course of your workshop?"

Susan Crawford stated "I would say, in general, that starting off with a public forum was viewed very favorably. This particular public forum on Monday wasn't terribly interactive. It was a report from the president, report from IGF activities, a report from the President's Strategy Committee. Those were all very important activities not necessarily giving people a chance to talk among each other. I worry that public forums are dedicated too much to talking up to the board rather than cross discussions."

Sharil Tarmizi stated "I think just as an input, one of the things that we did in the GAC this time was, we actually did not go ahead with our sessions. Rather, what we did was we took the opportunity to interact with the community on Monday. We found that the -- having the reports early on in the week actually helped us in our deliberations, and we also found that sitting in and talking to the community, listening to the various presentations that were made, helped us, again, understand and interact better with the community. So I would very much like to support that sort of approach. As a possible forward step, what I'd like to suggest is that -- and this is -- this leads to the master calendar arrangement that we were suggesting -- is to see whether we could also build in an opportunity for different constituents to meet one another. Because we found that, for example, with the GNSO, it's a regular feature at every meeting that we meet. We are trying to do that with the ccNSO. But then there are other meetings all around that. So if we did have a master calendar, it might just help us find some time to talk to one another and then meet in a bigger environment."

Alejandro Pisanty stated "I received a large number of positive comments about yesterday's public forum, about the frank, open exchanges of widely differing views, yet a very positive and constructive format of those discussions. So that -- whether that is due to the -- to the whole previous structure or the fact that the dot com agreement is already approved, which has -- creates the contentiousness of some of the issues here. But we do see signs of a more positive feeling and a proper productive setting for these meetings."

Susan Crawford stated "I agree that yesterday's public forum was quite positive, constructive, interactive, and interesting. The format still of people coming to the mike individually doesn't always lend itself to cross-cutting dialogue and discussions, which people also find very interesting. It's very difficult to figure out how to fit this all in together in the time we have. And another concrete comment I want to convey to the board is that the board is often perceived to be not adequately available, and so there becomes some anxiety about making sure you reach the board with your constructive concerns of whatever stripe. And so sort of two problems on both sides: Board not available leads to atmosphere of talking up to the board, perhaps not enough dialogue cross constituencies, which is where the work of ICANN actually takes place. So I very much take on board Sharil's comment about needing to actively schedule more cross-constituency meetings that don't necessarily involve the board."

Vint Cerf stated "So as a recovering or latent or former mathematician, I have to confess as I think about the desire for these interactions, that if you take "N" different components of ICANN and they all want to interact with each other in various ways, it's not just "N" squared, because as Marilyn Cade has put this cross-constituency thing together, we could get the power set of all possible combinations of "N" things, which is, you know, two to the Nth. So I'm really worried a little bit about the way in which we try to structure these interactions. If nobody else mentioned it, is it -- I wonder if we should at least give some thought to the idea that part of our ICANN meetings be focused on particular topics. We've done this in the past with various workshops on IDNs and on other matters, on WHOIS, for example, in which all of the various interested constituencies are able to participate. There's an efficiency that you can get out of that kind of interaction. So I -- if it hasn't already been included in the thinking about modifications to the way we work, I hope you'll take that into account to avoid the explosion of possible meetings that might have to be undertaken."

Susan Crawford stated "Yes, I apologize if I wasn't clear. That was one of the key concrete suggestions coming out of the workshop, that we should focus more on cross-cutting single-issue discussions, not necessarily phrased as "workshops." These could be policy development discussions across constituencies. There were many other suggestions made in this workshop about meeting protocol, meeting structure, location of meetings, number of meetings, you know, a lot of focus on the need for dialogue, but also some concern about making clear what we're trying to accomplish through these meetings, what the goal is of them, and trying to tailor our activities during them to these goals and purposes."

Vint Cerf stated "One last observation. In seeing some of the exchanges about meetings and their purpose and location and structure, one group is saying, "Well, we ought to just hold the meetings in three major hubs every year and that way we'll all know where to go, we'll have the visas to get there, we will have facilities that we know about, hotels that we can get. And that will make it a lot easier." And the other side of that equation is, well, there are a whole lot of people who would never be exposed to ICANN's activities and people if we didn't go there. It's possible that we should consider creating different kinds of meetings, the ones like this, that are policy development-oriented, and the ones that are intended for outreach, and they might not actually be the same meeting. They might have very different objectives, possibly different people would attend. I think it would be helpful if we did not imagine that every meeting that ICANN holds necessarily has to be exactly the same structure and content so as to try to resolve that tension between the two different views."

Other Business

Peter Dengate Thrush thanked the community for its response to the news he received in Marrakech that his wife and three other members of his family had been killed in a car crash.

Thanks to Daniel Dardailler

David Wodelet introduced a resolution:

Whereas Daniel Dardailler was appointed liaison of the ICANN board by the W3C on behalf of the technical liaison group to serve during the year of 2006.

Whereas Daniel has provided excellent insight, leadership, and expertise in this role.

Whereas, Daniel has provided unique perspective to the board on the technical application of the Internet in the context of the Worldwide Web.

And, whereas, Daniel has provided valuable counsel on matters of policy that are the responsibility of the board.

Whereas, Daniel has conducted his term as liaison by the W3C on behalf of the Technical Liaison Group at the São Paulo meeting.

The ICANN board resolves that Daniel Dardailler has earned the deep appreciation of the board for his term of service and that the board wishes Dr. DARDAILLER well in all his future endeavors.

The resolution was adopted unanimously.

Thanks to Roberto Gaetano

Vint Cerf introduced a resolution:

Whereas, Roberto Gaetano was selected as nonvoting liaison to the ICANN board by the At-Large Advisory Committee to serve first during the year 2003 and continued through 2006.

Whereas, Roberto has provided excellent insight, leadership, and expertise in this role.

Whereas, Roberto has represented a voice of reason and even-handedness during his long service as liaison and has provided sage advice and counsel in all matters coming before the board.

Whereas, Roberto has been a strong advocate of the at-large community and its involvement in ICANN.

Whereas, Roberto Gaetano has concluded his term as liaison on behalf of the At-Large Advisory Committee at the São Paulo meeting.

Whereas, Roberto Gaetano has been selected by the Nominating Committee to serve a three-year term on the board beginning at the São Paulo meeting.

Resolved that Roberto Gaetano has earned the deep appreciation of the board for his term of service as liaison and the board welcomes him to his new voting position as a director of ICANN.

The resolution was adopted unanimously.

Thanks to Hagen Hultzsch

Paul Twomey introduced a resolution:

Whereas Hagen Hultzsch was appointed to the ICANN board by the Nominating Committee and began his term on the 26th of June 2003.

Whereas Hagen has served the board with considerable energy and skill. He has served as chairman of the ICANN finance committee and chairman of the ICANN board conflict-of-interest committee, and as a member of the ICANN Board Governance Committee, and has provided excellent insight, leadership, and expertise in these roles.

Whereas Hagen as facilitated the successful conduct of ICANN's mission with skill and diplomacy, most especially if a wide range of international fora.

Whereas Hagen has persistently promoted teamwork and an ever-optimistic outlook for the board and staff of ICANN.

Whereas Hagen Hultzsch has concluded his term as director of the ICANN board at the São Paulo meeting. It is resolved that the ICANN board resolves that Hagen Hultzsch has earned the deep appreciation of the board for his term of service, and the board wishes Dr. Hultzsch well in all future endeavors. The board sincerely hopes that Hagen will continue to be available to ICANN for advice and counsel in all matters of common interest in the future.

The resolution was adopted unanimously.

Thanks to Veni Markovski

Peter Dengate Thrush introduced a resolution:

Whereas Veni Markovski was appointed to the ICANN board by the Nominating Committee and began his term on 26 June 2003.

Whereas Veni has served the board with considerable energy and skill. He has served as chairman of the ICANN board meetings committee, and as a member of the board governance and finance committee and has provided excellent insight, leadership and expertise in these roles.

Whereas Veni's inexhaustible store of funny stories has become a legend in ICANN history.

Whereas Veni Markovski has strongly supported and defended ICANN's role and responsibility in the security, stability, and integrity of the Internet.

Whereas Veni Markovski and his wife, Elana, have recently had their first daughter, Nina Milena.

Whereas Veni Markovski has concluded his term as director of the ICANN board at the São Paulo meeting.

It's hereby resolved, the ICANN board resolves that Veni Markovski has earned the deep appreciation of the board for his term of service, and the board wishes Mr. Markovski every happiness for himself and his growing family in the future and success in all his future endeavors. The board hopes that Mr. Markovski will continue to make himself available for advice in matters of common interest.

The resolution was adopted unanimously.

Thanks to Hualin Qian

Vint Cerf introduced a resolution:

Whereas Professor Hualin Qian was appointed to the ICANN board by the Nominating Committee and began his term on 26 June 2003.

Whereas Professor Qian has served the board with considerable energy and skill. He has served as a member of the ICANN board meetings committee and the ICANN board conflict-of-interest committee, and has provided excellent insight and leadership in these roles.

Whereas Professor Qian has contributed with extraordinarily expertise to the technical effort to create new internationalized domain names and has given invaluable guidance to the board regarding the use of Internet in China.

Whereas Professor Qian has concluded his term as director of the ICANN board at the São Paulo meeting.

It is resolved the ICANN board resolves that Professor Hualin Qian has earned the deep appreciation of the board for his term of service, and the board wishes Professor Qian well in all future endeavors.

The board looks forward to advice and counsel from Professor Qian in the future, especially in the implementation of Internationalized Domain Names and other matters of technical importance to ICANN.

The resolution was adopted unanimously.

Thanks to Workshop Participants

Vint Cerf introduced a resolution:

Whereas the ICANN meeting in São Paulo included several highly informative workshops that provided valuable opportunities for discussion and progress on a variety of significant issues affecting the ICANN community.

Resolved, the board expresses its gratitude to the organizers, participants, and attendees of the public workshops on IPv6, IDNs, the domain name marketplace, and the future structure of ICANN meetings.

The resolution was adopted unanimously.

Thanks to Sponsors, Staff, Scribes, and Event Teams

Vint Cerf introduced a resolution:

The board extends its thanks to all sponsors of the meeting including Telefonica, Afilias, PIR, VeriSign, LACNIC, Foundry Networks, Microsoft, Cisco, Nomer.com, Locaweb, NIC Chile, NIC.MX, CABASE, BrasilTelecom, IG, LogicBoxes, Skenzo, and ICANNWiki. The board would also like to thank TIVIT, EMBRATUR,and SaoPauloTurismo for their support.

The board expresses its appreciation to the scribes Laura Brewer, Teri Darrenougue, Jennifer Schuck, and Charles Motter, to ICANN staff present here in São Paulo, and to the rest of the ICANN staff for their efforts in facilitating the smooth operation of the meeting.

The board also wishes to express its appreciation to Caroline D'Vo, Katia Avilez, and Vicente Landim for staff coordination; Frederico Neves, Milton Kashiwakura and NIC.br Team for Network Coordination; Goldnet and Teleasifor Network Infrastructure Services; Infoview for audio/video and translation equipment; Interacao for registration services; Pride for broadcasting equipment and services; Passagio for receptionist services; Patrizia Coppola for translation services; Hospital Sao Luiz for medical services; and CBM for stage and booth construction.

Additional thanks are given to the hotel TransAmerica for this fine facility and to their event support team.

The resolution was adopted unanimously.

Thanks to Local Hosts

Vanda Scartezini introduced a resolution:

The board wishes to extent its thanks to Comite Gestor da Internet no Brasil - CGI.br - the Brazilian Internet Steering Committee - and the " Brazilian Network Information Center - NIC.br," and the following members of the local organizing committee: Hartmut Glaser, Antonio Tavares, Marcelo Fernandes, and Cassio Vecchiatti, and all the volunteers for hosting the ICANN meeting. The board would also like to thank Augusto Gadelha Vieira, the secretary for information technology policy from the minute industry of science and technology for supporting the December 2006 São Paulo meeting.

The resolution was adopted unanimously.

Organizational Meeting of the Board

Vint Cerf adjourned the regular meeting and convened an organizational meeting of the new Board.

Chairman Vinton G. Cerf presided over the meeting (except for the first three agenda items, for which Alejandro Pisanty presided). The following other Board Directors participated in all or part of the meeting: Raimundo Beca, Susan Crawford, Peter Dengate Thrush, Demi Getschko, Steven Goldstein, Joichi Ito, Alejandro Pisanty, Rajashekar Ramaraj, Rita Rodin, Vanda Scartezini, Paul Twomey, David Wodelet. Board Members Roberto Gaetano and Njeri Rionge were not present at the meeting.

The following Board Liaisons participated in all or part of the meeting: Francisco Da Silva, TLG Liaison; Vittorio Bertola, ALAC Liaison; Thomas Narten, IETF Liaison; Mohammed Sharil Tarmizi, GAC Liaison; and Suzanne Woolfe RSSAC Liaison.

The following topics were covered during the organizational Board meeting:

Election of Board Chairman

Alejandro Pisanty introduced a resolution, seconded by Demi Getschko:

Whereas the Board Governance Committee has recommended that Vinton Cerf be elected as Chairman of the Board.

Resolved (06.___), that Vinton Cerf is elected as Chairman of the Board, to serve at the pleasure of the Board and in accordance with the Bylaws of the Corporation, and shall hold such office until his resignation, removal, or other disqualification from service, or until his successor shall be elected and qualified.

The resolution was adopted unanimously.

Election of Board Vice-Chairman

Alejandro Pisanty introduced a resolution, seconded by Peter Dengate Thrush:

Whereas the Board Governance Committee has recommended that Roberto Gaetano be elected as Vice-Chairman of the Board.

Resolved (06.___), that Roberto Gaetano is elected as Vice-Chairman of the Board, to serve at the pleasure of the Board and in accordance with the Bylaws of the Corporation, and shall hold such office until his resignation, removal, or other disqualification from service, or until his successor shall be elected and qualified.

The resolution was adopted unanimously.

Board Committee Assignments

Alejandro Pisanty introduced a resolution, seconded by Vint Cerf:

Resolved (06.___), that membership of the following Board committees be established, to continue on the basis of the charters presently in effect:

Audit Committee: Raimundo Beca, Joichi Ito, Njeri Rionge, and Vanda Scartezini (Chair).

Board Governance Committee: Peter Dengate Thrush, Roberto Gaetano (Chair), Alejandro Pisanty, Njeri Rionge, Rita Rodin, and Vanda Scartezini.

Compensation Committee: Vinton Cerf (Chair), Susan Crawford, Joichi Ito, Rajasekhar Ramaraj, Njeri Rionge, and Vanda Scartezini.

Conflicts of Interest Committee: Demi Getschko (Chair), Joichi Ito, Rajasekhar Ramaraj and David Wodelet.

Executive Committee: Peter Dengate Thrush, and Alejandro Pisanty, along with the ICANN President, Board Chairman, and Board Vice-Chairman as ex-officio members.

Finance Committee: Raimundo Beca (Chair), Peter Dengate Thrush, Steven Goldstein, Alejandro Pisanty, Rajasekhar Ramaraj, and David Wodelet.

Meetings Committee: Susan Crawford (Chair), Roberto Gaetano, Demi Getschko and David Wodelet.

Reconsideration Committee: Susan Crawford, Demi Getschko, Steven Goldstein, Alejandro Pisanty, and Rita Rodin (Chair).

ICANN Board/GAC Joint Working Group: Raimundo Beca, Alejandro Pisanty (Co-Chair), Rita Rodin, Paul Twomey, and Vanda Scartezini.

President's Strategy Committee: Raimundo Beca, Vinton Cerf, Peter Dengate Thrush (Co-Chair), Steven Goldstein, and Paul Twomey (Chair).

President's IANA Consultation Committee: Demi Getschko, Paul Twomey (Chair), and David Wodelet.

The resolution was adopted unanimousy, except for one abstention by Steven Goldstein.

Election of Corporate Officers

Vint Cerf introduced a series of resolutions, seconded by Peter Dengate Thrush:

Resolved (06.___), Dr. Paul Twomey is elected as President and Chief Executive Officer, to serve at the pleasure of the Board and in accordance with the Bylaws of the Corporation, and shall hold his office until his resignation, removal, or other disqualification from service, or until his successor shall be elected and qualified.

Resolved (06.___), John Jeffrey is elected as General Counsel and Secretary, to serve at the pleasure of the Board and in accordance with the Bylaws of the Corporation, and shall hold his office until his resignation, removal, or other disqualification from service, or until his successor shall be duly elected and qualified.

Resolved (06.___), Melanie Keller is elected as Chief Financial Officer, to serve at the pleasure of the Board and in accordance with the Bylaws of the Corporation, and shall hold her office until her resignation, removal, or other disqualification from service, or until her successor shall be elected and qualified.

Resolved (06.___), Paul Levins is elected as Executive Officer and Vice President, Corporate Affairs, to serve at the pleasure of the Board and in accordance with the Bylaws of the Corporation, and shall hold his office until his resignation, removal, or other disqualification from service, or until his successor shall be duly elected and qualified.

Resolved (06.___), Kurt Pritz is elected as Senior Vice President, Services, to serve at the pleasure of the Board and in accordance with the Bylaws of the Corporation, and shall hold his office until his resignation, removal, or other disqualification from service, or until his successor shall be duly elected and qualified.

Resolved (06.___), the corporation's officers may continue to authorize contractual commitments and disbursements of ICANN's funds in accordance with the "Financial Control Procedures: Corporate Officer Signing Authorities" adopted by the Board on 18 October 2006 <http://www.icann.org/financials/finl_control-signing_authority.htm>.

The resolutions were adopted unanimousy, except for one abstention by Paul Twomey.

The Board Meeting was adjourned at 12:30 PM local time.

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