Internet Corporation for Assigned Names and Numbers

Preliminary Report of Special Board Meeting

9 December 2009

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

Note: This has not been approved by the Board and does not constitute minutes but does provide a preliminary attempt setting forth the unapproved reporting of the resolutions from that meeting. Details on voting and abstentions will be provided in the Board's Minutes, when approved by the board at a future meeting.

A Special Meeting of the ICANN Board of Directors was held via teleconference 9 December 2009 @ 20.00 UTC. Chairman Peter Dengate Thrush promptly called the meeting to order.

In addition to Chairman Peter Dengate Thrush the following Directors participated in all or part of the meeting: Rod Beckstrom (President and CEO), Dennis Jennings (Vice Chairman), Harald Tveit Alvestrand, Raimundo Beca, Steve Crocker, Gonzalo Navarro, Rita Rodin Johnston, Raymond A. Plzak, George Sadowsky, Mike Silber, Jean-Jacques Subrenat, Bruce Tonkin, and Katim Touray.

The following Board Liaisons participated in all or part of the meeting: Janis Karklins, GAC Liaison; Ram Mohan, SSAC Liaison; Jonne Soininen, TLG Liaison; and Vanda Scartezini, ALAC Liaison.

Thomas Narten, IETF Liaison, Rajasekhar Ramaraj and Suzanne Woolf, RSSAC Liaison, sent apologies.

This is a preliminary report of the approved resolutions resulting from the Special Meeting of the ICANN Board of Directors, which took place on 9 December 2009.

  1. Consent Agenda
    1. With Board Finance Committee Approval - Payment of Jones Day Invoices

      RESOLVED (2009.12.09.01) that the President and Chief Executive Officer is authorized to direct the Chief Financial Officer to pay Jones Day invoices for services provided in September 2009.

    2. Amendment for Partial Bulk Transfer in dot-COM and dot-NET

      Whereas, VeriSign has submitted a request pursuant to ICANN's Registry Services Evaluation Policy to amend the dot-COM and dot-NET Registry Agreements to offer partial bulk transfer (also known as Bulk Transfer After Partial Portfolio Acquisition or BTAPPA).

      Whereas, the ICANN Board previously approved a similar BTAPPA service requested by Neustar for the dot-BIZ gTLD in November 2006.

      Whereas, ICANN has evaluated the proposed amendments to the dot-COM and dot-NET Registry Agreements as new registry services pursuant to the Registry Services Evaluation Policy and has posted amendments for public comment and Board approval ( http://www.icann.org/registries/rsep/ ).

      It is hereby RESOLVED (2009.12.09.02) that the amendments to Appendix 7 in the dot-COM and dot-NET Registry Agreements are approved, and the President and General Counsel are authorized to take such actions as appropriate to implement the amendments.

    3. From the Security & Stability Advisory Committee - Thank You to Rajasekhar Ramaraj for his service on SSAC

      Whereas, Rajasekhar Ramaraj was appointed to the ICANN Security and Stability Advisory Committee on 2 November 2007,

      Whereas, ICANN wishes to acknowledge and thank Rajasekhar Ramaraj for his service to the Internet community by membership on the Security and Stability Advisory Committee.

      It is RESOLVED (2009.12.09.03), that Rajasekhar Ramaraj has earned the deep appreciation of the Board for his service to ICANN by his membership on the SSAC, and that the Board wishes Ramaraj well in all future endeavors.

      Resolutions 2009.12.09.01; 2009.12.09.02; and 2009.12.09.03 were approved in a single vote approving the consent agenda items. All Board Members present unanimously approved these resolutions.

  2. Regular Agenda
    1. [With Board Finance Committee Approval] – Approval of Lease for Washington D.C. Office Space

      The Board received a request for discussion of ICANN's global presence at the next meeting of the Board of Directors to address further expansion of office locations outside of the United States.

      The Board then took the following action:

      Whereas, ICANN has a need for office space in Washington, DC to meet needs for current and future staff; including the Vice President of Government Affairs,

      Whereas, ICANN has an organization benefit in maintaining a geographic presence in a leading center of government and in geographic proximity of major registry and registrar operators,

      Whereas, future ICANN staff growth is likely to be outside of the existing offices in Marina del Rey, CA and likely to increase in other parts of the U.S. and the World;

      It is hereby RESOLVED (2009.12.09.04) that the ICANN Board authorize either the Chief Operating Officer or the Chief Financial Officer to negotiate and finalize a lease for office space in Washington, DC on commercially reasonable terms, for approximately 6,000 square feet of space, not to exceed a ten year term, and for total occupancy costs to start out at less than $400,000 per year, and not to exceed $600,000 per year during the lease term.

      One Board member abstained from voting on this resolution. All remaining Board members in attendance approved of this resolution. The resolution passed.

    2. President's Report

      The Board received a report from the President regarding ICANN's recent work, activities and achievements, including efforts on strengthening ICANN's global relationships.

    3. Affirmation of Commitment Reviews

      The Board received a report from staff regarding ICANN's planning work underway to facilitate the identification of review teams and commencement of the community-based reviews identified within the Affirmations document.

      The Board discussed additional items that should be considered, and stressed the community nature of the reviews.

    4. Plan for Expressions of Interest

      The Board received a presentation from staff outlining the work done in response to the Board's resolution passed in Seoul directing staff to provide a plan for Board consideration regarding a call for “expressions of interest” in the New gTLD program.

      The Board then discussed the proposed plan and took the following action:

      Whereas the ICANN Board has passed a resolution in Seoul directing ICANN staff to study the potential impact of a call for formal “expressions of interest”, and provide a plan for Board consideration in December 2009, including possible options and a risk analysis relating to a proposed action;

      Whereas ICANN staff has presented an analysis of the potential benefits of an Expressions of Interest (EOI) process, and has developed a preliminary EOI process model for ICANN Board discussion;

      Whereas the board discussion has resulted in some preliminary determinations pending formalizing the EOI process model and obtaining public comment on those determinations;

      Resolved, (2009.12.09.05), ICANN staff is hereby directed to record and publish for public comment the risks and considerations considered by the board and the ICANN Board's determinations on the EOI process model.  Staff is also directed to continue undertaking additional analysis on those determinations.

      Resolved, (2009.12.09.06), ICANN staff shall summarize: a) the public comments resulting from the publication of the risks and considerations considered by the board, b) ICANN Board's determinations on the EOI process model, and c) the additional staff analysis undertaken; and present that summary to the ICANN Board.  Further, along with that summary ICANN staff shall present a proposed EOI process model for approval at the ICANN Board's February 2010 meeting.

      All Board members in attendance unanimously approved of the resolutions

    5. Updated Project Plan on New gTLDs

      The Board received an update from staff regarding assumptions and interdepedencies affecting the project planning for New gTLDs and provided further guidance and input.

    6. New GNSO Constituency Applications

      The Board discussed the fact that work was continuing on one of the four new GNSO Constituency Applications.

      The Board then took the following action:

      Whereas, The Board has received four formal petitions for the creation of four new GNSO Constituencies, the first formal requests for new GNSO constituencies in a decade;

      Whereas, Each petition has been subjected to a two-phase, public process that was instituted as part of the GNSO Improvements effort, and Public Comment Forums for all four petitions have concluded;

      It is RESOLVED (2009.12.09.07) that:

      1. The Board is pleased with the response of the community in organizing these four prospective new Constituencies and in completing the various notifications, petitions, and charter documents designed to formally seek Board recognition and approval;

      2. The Board thanks and acknowledges the work of the four Constituency proponents for their perseverance and dedication in attempting to further the evolution and representativeness of the GNSO;

      3. The Board appreciates the work done by proponents of the CyberSafety Constituency (CSC), including its most recent response to various Board member and community questions and concerns. The Board, after careful reconsideration, has determined that this petition does not satisfy the standards for a new GNSO Constituency established by the Board; thus, the petition is not approved. Those individuals, groups, and organizations who have been involved with the CyberSafety proposal are encouraged to remain active within ICANN and, where applicable, seek to join other approved Constituencies.

      4. The Board appreciates the work done by proponents of the City TLD Constituency; however, that petition is not approved on the basis that the Registries SG will be organized as a grouping of individually contracted Registries rather than as a grouping of Constituencies; as such, each City will be eligible to join the RySG once it signs a formal ICANN contract as a registry operator. In the interim, the proposed RySG Charter provides for “observer” status for any City TLD proponent interested in becoming an ICANN gTLD Registry.

      5. The IDNgTLD Constituency petition, as presently formulated does not appear to be focused enough to be eligible for any single Stakeholder Group, is not comprised solely of non-governmental entities, and apparently is not focused on gTLD policies beyond non-Latin script IDNs. The Board acknowledges and thanks the IDNgTLD Constituency petitioners for their interest and effort, and welcomes further input on the structural and membership concerns raised.

      One Board member abstained from voting on this resolution. All remaining Board members in attendance approved of this resolution. The resolution passed.

    7. Update on IDN FastTrack Applications

      In the interest of time, the Chairman directed staff to provide an update via email.

    8. Update on Strategic Plan

      In the interest of time, the Chairman deferred an update and reminded the Board to provide input as requested into the Strategic Planning Process.

    9. Reforecast of FY10 Budget

      The Board received a short update from staff regarding budget reforecasting activities and provided suggestions of additional information that could be of use in a Board review.

    10. Redelegation of .CO

      The Board took the following action:

      Whereas, “CO” is the ISO 3166-1 two-letter country-code designated for Colombia;

      Whereas, ICANN has received a request for redelegation of .CO to .CO Internet S.A.S.;

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

      It is hereby RESOLVED (2009.12.09.08), that the proposed redelegation of the .CO domain to .CO Internet S.A.S. is approved.

      All Board members in attendance unanimously approved of this resolution.

      The Chairman of the Board expressed his thanks to all working in the IANA Functions department for their work on this matter.

    11. Any Other Business

      1. .POST Sponsorship Agreement

        The Board took the following action, following on from the recently closed public comment period:

        Whereas, the Universal Postal Union (UPU) applied for the .POST sponsored top-level domain in 2004 during the application round for sponsored new gTLDs;

        Whereas, ICANN and the UPU conducted extensive, time consuming and challenging negotiations to overcome a number of contracting issues unique to the UPU as a result of its status as an intergovernmental organization and specialized agency of the United Nations;

        Whereas, ICANN and the UPU concluded their negotiation with an agreement in principle in October 2009;

        Whereas, the proposed .POST Sponsorship Agreement was posted for public comment on 2 November 2009, and two comments were received, and both were reviewed with the board;

        It is hereby RESOLVED (2009.12.09.09) that the .POST Sponsorship Agreement is approved, and the President and CEO is authorized to take such actions as appropriate to implement the agreement.

        All Board members in attendance unanimously approved of this resolution.

        The President expressed his thanks for the work on this item.

      2. Other

        The Board requested staff to provide an update on the review of economic studies.

  3. Executive Session

    The Board conducted an executive session, without staff present, in confidence, and all resolutions passed in the executive session, were held confidentially.

    The board meeting was adjourned at 23.14 UTC.

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