Internet Corporation for Assigned Names and Numbers

Preliminary Report Resolutions of Special Board Meeting

3 February 2009

(Posted 10 February 2009)

(Amended 23 February 2009)

[Formal Minutes are still to be approved by the ICANN Board]

This is a preliminary report of the approved resolutions resulting from the Special Meeting of the ICANN Board of Directors, which took place on 3 February 2009. This has not been approved by the Board and does not constitute minutes but a preliminary attempt to capture the resolutions from that meeting. Details on voting and abstentions will be provided in the Board's Minutes.

1. Consent Agenda -- Approval of Minutes / Acceptance of Board Committee Reports

Minutes - Approved Resolution (approved by voice vote – unanimous)

It is, Resolved (2009-02-03-01) that the Minutes of the Special Board Meeting of 11 December 2008 are hereby approved.

Acceptance of Board Committee Reports – Approved Resolution (voice vote – unanimous) –

It is, Resolved (2009-02-03-02) that the following Reports from Board Committees are hereby accepted and received by the Board:

A -- Board Governance Committee - 3 December 2008 Minutes, and 7 January 2009 Preliminary Report
B -- Finance Committee - 18 November 2008 Minutes and 13 January 2009 Preliminary Report
C -- IANA Committee – 10 December 2008 Preliminary Report
D -- Public Participation Committee –16 December 2008 Minutes and 14 January 2009 Preliminary Report
E -- Structural Improvements Committee –13 January 2009 Preliminary Report

2. 2009-2012 Strategic Plan Approval

Approved Resolution – (Approved by a voice vote 14 affirmative, 1 negative and no abstentions)

Whereas, ICANN's July 2009 through June 2012 Strategic Plan builds on the work of the previous plan, and is based on input from the ICANN Board of Directors, through consultation with the community through workshops held in multiple ICANN meetings, and through public forums on the ICANN website.

Whereas, the 2009-2012 Strategic Plan describes nine strategic initiatives, and principal objectives and specific outcomes for these initiatives.

Whereas, the strategic objectives in the plan will form the framework around which the July 2009 through June 2010 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.

It is hereby resolved (2009-02-03-03) the Board approves the July 2009- June 2012 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.

3. SSAC/RSSAC Stability Study – Approved Resolution - (approved by voice vote – unanimous)

Whereas, over a short period of time, significant changes to root zone operations are anticipated, including the still-recent addition of IPv6 records to the root, and planned implementation of DNSSEC, IDNs, new cc IDNs, and new generic top level domains.

Whereas, the aggregate impact of these anticipated changes should be formally analyzed for impacts on scalability and stability.

It is hereby resolved (2009-02-03-04) the Chairman of ICANN's Board communicate with the Chairpersons of SSAC and RSSAC and ICANN President to request an overall root zone stability study a letter setting out some of the following points that should be addressed:

Various important technology and policy initiatives related to the root zone and root zone operations are now coming to fruition. These include the still-recent addition of IPv6 access to root services, and the planned addition of Internationalized Domain Names at the root level, signing the root zone with DNSSEC technology, new country code IDN top level domains, and new generic top level domains.

ICANN has conducted a number of efforts to understand the potential security and stability impacts of these changes individually. The RSSAC and SSAC jointly issued an analysis of adding IPv6 records to the root in 2007 (see http://www.icann.org/committees/security/sac018.pdf and IANA's report at http://www.iana.org/reports/2008/root-aaaa-announcement.html). The addition of IDNs to the root has been the subject of significant advance planning, and an extended real-world testbed (see for example SSAC's report at http://www.icann.org/committees/security/sac020.pdf, and IANA's report at http://www.iana.org/reports/2007/testetal-report-01aug2007.html). DNSSEC has benefited from extensive root zone test bed experience and been extensively analyzed though not specifically for the root (see for example http://www.net.informatik.tu-muenchen.de/~anja/feldmann/papers/dnssec05.pdf, and the RSTEP report on PIR's DNSSEC implementation at http://www.icann.org/registries/rsep/rstep-report-pir-dnssec-04jun08.pdf.). Finally, an ICANN staff paper on root zone impact of new TLDs was published for public comment in February, 2008 (see http://icann.org/topics/dns-stability-draft-paper-06feb08.pdf ); this document was based in part on conversations with SSAC and RSSAC members, though not adopted/approved by either committee.

Given that these changes – IPv6 records in the root zone, DNSSEC, IDNs, and new TLDs (country code and generic) – have not been analyzed for their combined impact on root zone operations, the ICANN Board requests the SSAC and RSSAC jointly conduct a study analyzing the impact to security and stability within the DNS root server system of these proposed implementations. The analysis should address the implications of initial implementation of these changes occurring during a compressed time period. ICANN must ensure that potential changes in the technical management of the root zone and scope of activity at the TLD level within the DNS will not pose significant risks to the security and stability of the system. The study should address the capacity and scaling of the root server system to address a stressing range of technical challenges and operational demands that might emerge as part of the implementation of proposed changes.

The ICANN Board requests the Committee develop a terms of reference for the Study and appoint a steering committee to guide the effort by 28 February 2009.

The Board further requests the study involve direct participation by senior ICANN technical staff involved with its planned implementations of these activities and to provide necessary support to implement aspects of this study under terms and with ultimate approval of the advisory committees. Additionally, the Board seeks to ensure the process for establishing the study terms, design and implementation will address the technical and operational concerns regarding expanding the DNS root zone that have been expressed on this topic. The Board seeks study findings and recommendations by 15 May 2009.

4. GNSO Council Term Limits – Approved Resolution (approved by voice vote – unanimously)

Whereas, the GNSO Council recommended term limits for GNSO Council members in November 2006; and

Whereas, the ICANN Board approved the recommendation of term limits for GNSO Council members as part of its approval of the GNSO Improvements Report on 26 June 2006; and

Whereas an amended bylaws provision establishing term limits has been posted and public comments solicited and duly considered by the Board; and

Whereas the Board finds that term limits will enhance inclusiveness and enable more people to become involved in Council activities.

It is hereby resolved (2009-02-03-05.01) that the Board approves a modification to the ICANN Bylaws, Article X, Section 3, which shall take effect following the end of the ICANN Board's 2009 Annual General Meeting, to prohibit a GNSO Council member from serving more than two consecutive terms. Moreover, a former Council member must remain off the GNSO Council for one full term prior to serving any subsequent term. It is further resolved that an exception is permitted in a “special circumstance” (such as with respect to geographic diversity requirements, where no alternative representative is available to serve), in which case a Council member may serve one additional term. A “special circumstance” is approved by majority vote of the GNSO Council.

5. Role of Individual Users in the GNSO - (approved by voice vote - unanimous)

Whereas, the Board has received varying recommendations on registrant and user involvement in the GNSO, and the issue of how to incorporate the legitimate interests of individual Internet users in constructive yet non-duplicative ways remains an open issue that affects GNSO restructuring.

Whereas, on 11 December 2008 the Board requested that members of the GNSO community work with members of the ALAC/At-Large community and representatives of potential new "non-commercial" constituencies to jointly develop a recommendation for the composition and organizational structure of a Non-Commercial Stakeholder Group that does not duplicate the ALAC and its supporting structures, yet ensures that the gTLD interests of individual Internet users (along with the broader non-commercial community) are effectively represented within the GNSO. The Board requested that this recommendation should be submitted, no later than 24 January 2009, for consideration by the Board.

Whereas members of the community are working on this request, and the GNSO Council, ALAC and NARALO have requested an extension of the deadline to 20 February 2009 for submitting a recommendation to the Board.

It is hereby resolved (2009-02-03-05.02) that the Board requests that a consensus recommendation (or recommendations, if no consensus is reached) be submitted to the Board by 20 February 2009 for consideration.

It further resolved (2009-02-03-05.03) that the Board would like to thank the GNSO Council, ALAC and NARALO for their continuing efforts to reach a consensus recommendation.

6. Redelegation of .SO (Somalia) Domain - (approved by voice vote, 11 affirmative votes, no negative votes and three abstentions)

Whereas, the .SO top-level domain is the designated country-code for Somalia.

Whereas, ICANN has received a request for redelegation of .SO to the Ministry of Post and Telecommunications of the Transitional Federal Government of Somalia.

Whereas, ICANN has reviewed the request, and has determined that the proposed redelegation would be in the best interest of the local and global Internet communities.

Whereas, the ICANN Board the board is satisfied with the IANA assessment and believes that the applicant meets the relevant policy criteria.

It is hereby resolved (2009-02-03-06) , that the proposed redelegation of the .SO domain to the Ministry of Post and Telecommunications of the Transitional Federal Government of Somalia is approved.

7. Bylaws Provisions Changes – Relating to Request from Nominating Committee - (approved by voice vote – unanimous)

Whereas, the Nominating Committee has expressed concern that, pursuant to the

Bylaws mandated diversity requirements that no more than five Board members be citizens of any one geographic region, the NomCom is required to count all countries of citizenship for each candidate.

Whereas, the NomCom has noted that the requirement to count all countries of citizenship has caused some selection difficulties each year over the past several years.

Whereas, the NomCom has also expressed concern that the calculation is presently limited to citizenship given that many people have lived for long periods of time in, and represent the interests of, countries in which they may not be citizens.

Whereas, making a diversity calculation pursuant to the ICANN Bylaws as it relates to Board member selection for seats 1 through 14 should be consistent.

Whereas, ICANN has received public comment on the proposed revision.

It is hereby resolved (2009-02-03-07) , that the following proposed revisions to Article VI, Sections 2.2 and 2.3, are approved:

ICANN Bylaws, Article VI, section 2.2:

In carrying out its responsibilities to fill Seats 1 through 8, the Nominating

Committee shall seek to ensure that the ICANN Board is composed of members who in the aggregate display diversity in geography, culture, skills, experience, and perspective, by applying the criteria set forth in Section 3 of this Article. At no time when it makes its selection shall the Nominating Committee select a Director to fill any vacancy or expired term whose selection would cause the total number of Directors (not including the President) from countries in any one Geographic Region (as defined in Section 5 of this Article) to exceed five; and the Nominating Committee shall ensure when it makes its selections that the Board includes at least one Director who is from a country in each ICANN Geographic Region (“Diversity Calculation”).

For purposes of this sub-section 2 of Article VI, Section 2 of the ICANN

Bylaws, if any candidate for director maintains citizenship of more than one country, or has been domiciled for more than five years in a country of which the candidate does not maintain citizenship (“Domicile”), that candidate may be deemed to be from either country and must select in his/her Statement of Interest the country of citizenship or Domicile that he/she wants the Nominating Committee to use for Diversity Calculation purposes. For purposes of this sub- section 2 of Article VI, Section 2 of the ICANN Bylaws, a person can only have one “Domicile,” which shall be determined by where the candidate has a permanent residence and place of habitation.

ICANN Bylaws, Article VI, section 2.3:

In carrying out their responsibilities to fill Seats 9 through 14, the Supporting

Organizations shall seek to ensure that the ICANN Board is composed of members that in the aggregate display diversity in geography, culture, skills, experience, and perspective, by applying the criteria set forth in Section 3 of this Article. At any given time, no two Directors selected by a Supporting Organization shall be citizens from the same country or of countries located in the same Geographic Region.

For purposes of this sub-section 3 of Article VI, Section 2 of the ICANN

Bylaws, if any candidate for director maintains citizenship of more than one country, or has been domiciled for more than five years in a country of which the candidate does not maintain citizenship (“Domicile”), that candidate may be deemed to be from either country and must select in his/her Statement of Interest the country of citizenship or Domicile that he/she wants the Supporting Organization to use for selection purposes. For purposes of this sub-section 3 of Article VI, Section 2 of the ICANN Bylaws, a person can only have one “Domicile,” which shall be determined by where the candidate has a permanent residence and place of habitation.

8. Bylaw Revisions Regarding Board Committees- (approved by voice vote – unanimous)

Whereas, on 7 November 2008 the ICANN Board resolved to dissolve the

Reconsideration Committee and the Conflicts of Interest Committee, and move the responsibilities of those committees to the Board Governance Committee.

Whereas, the ICANN Bylaws specifically reference that a “Reconsideration Committee” shall handle Reconsideration Requests.

Whereas, the ICANN Bylaws state that a committee is to be designated by the Board to handle matters relating to conflicts of interest, including oversight of a Conflicts of Interest Policy and annual Conflicts of Interest Statements by Board members.

Whereas, ICANN held a 30-day public comment period on the proposed Bylaws revisions.

Resolved (2009-02-03-08) , that the Bylaws be revised to reflect that the Board Governance

Committee is the committee that is now responsible for handling matters previously handled by the Reconsideration Committee and the Conflicts of Interest Committee.

9. Board Governance Committee Recommendation re Appointment of Liaisons to Memberships of Board Committees - (approved by voice vote – unanimous)

Whereas, the Board Governance Committee has confirmed that Board Liaisons should be able to participate as non-voting members on certain Board committees.

Whereas, the IANA Committee has invited Thomas Narten and Suzanne Woolf to join the IANA Committee.

Whereas, the Public Participation Committee has invited Thomas Narten to join the Public Participation Committee.

Whereas, the Board Governance Committee has considered the invitations set for the above and recommends that the Board approve them.

Resolve (2009-02-03-09) , , the Board Governance Committee is reviewing the ongoing roles of Liaisons within Board Committees,

Resolved (2009-02-03-10) , , Thomas Narten is appointed as a non-voting member of the Public Participation Committee.

Resolved (2009-02-03-11) , Thomas Narten and Suzanne Woolf are appointed as non-voting members of the IANA Committee.

10. Redelegation of the .BY (Belarus) Domain - (approved by voice vote – unanimous)

Whereas, the .BY top-level domain is the designated country-code for Belarus.

Whereas, ICANN has received a request for redelegation of .BY to Open Contact Ltd.

Whereas, ICANN has reviewed the request, and has determined that the proposed redelegation would be in the best interest of the local and global Internet communities.

It is hereby resolved (2009-02-03-12) , that the proposed redelegation of the .BY domain to Open Contact Ltd is approved.

11. Renewal of .AERO Sponsorship Agreement - (approved by voice vote – unanimous)

Whereas, ICANN staff conducted good-faith negotiations with SITA NV, sponsor for the .AERO sponsored top-level domain, for the renewal of their sponsorship agreement.

Whereas, on 19 December 2008, ICANN announced that negotiations with SITA NV had been completed and posted the proposed .AERO sponsorship agreement and appendices for public comment (see, http://www.icann.org/en/announcements/announcement-2-19dec08-en.htm).

Whereas, the proposed renewal agreement is consistent with the other proof-of-concept sTLD agreements (.COOP and .MUSEUM) and those approved in the 2003-04 sTLD round, and that approval of the proposed renewal agreement would be beneficial for the .AERO community, ICANN and the Internet community.

It is hereby resolved (2009-02-03-13), renewal of the .AERO sponsorship agreement is approved, and the President and General Counsel are authorized to take such actions as appropriate to implement the agreement.

12. Board Only Session – Any actions taken during this section remain confidential.

Session Adjourned

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