Regular Meeting of the Board Adopted Resolutions 30 June 2006

Condolences to Peter Dengate Thrush

(See transcript for statement read by Vint Cerf.)

Welcome to New Board Member Dave Wodelet

Dave Wodelet is the Director of IP Network Engineering for Shaw Communications. Dave has been a pioneer in his field. He was the first in Alberta to build a Wide Area Educational Network and the first to extend Internet to the educational school system. He was the first in Canada to do Broadband Data-over-Cable trails with Shaw and went on to create their first Broadband Internet service offering. He was the first in Canada to deploy a national high-speed 10 Gigabit Internet backbone and the first of the North American MSOs to extend peering into Europe.

Dave was a founding member of ARIN (American Registry for Internet Numbers) and has played a central role in the development of many of the early ARIN policies pertaining to MSOs & broadband allocations. He served as the Cable MSO representative for many years. Dave, as an active ARIN member and supporter, was responsible for sponsorship of a number of ARIN meetings and hosted ARIN's first international meeting outside of the USA.

Welcome to New Board Member Rita Rodin

Rita A. Rodin is a partner in the Intellectual Property and Technology Group in Skadden, Arps, Slate, Meagher & Flom LLP's New York office. She represents clients in a variety of areas, including outsourcing, information technology, Internet and e-commerce, software applications and services, consulting, banking and insurance. She has handled matters for companies ranging from start-ups to global institutions, and works with both for-profit and not-for-profit organizations.

Ms. Rodin has worked extensively on matters relating to the Internet Corporation for Assigned Names and Numbers ("ICANN") since its formation in 1998. She speaks frequently on Internet and technology-related issues, including cybersquatting and open source.

Approval of Minutes

Resolved (06.__), the minutes of the Board Meeting of 9 June 2006 are hereby approved and should be posted.

Resolved (06.__), the minutes of the Board Meeting of 14 June 2006 are hereby approved and should be posted.

ccNSO Recommendation on Bylaws Change

Whereas, the ccNSO Council resolved on 28 May 2005, to initiate a ccNSO Policy Development Process to consider changes to ICANN Bylaws Article IX (Country-Code Names Supporting Organisation), Annex B (ccNSO Policy-Development Process) and Annex C (the scope of the ccNSO). The ccNSO has conducted the ccPDP in accordance with Annex B of the ICANN Bylaws.

Whereas, the ccNSO submitted to the Board eight recommendations to improve and clarify the ICANN Bylaws on the ccNSO and the ccPDP in the interest of the ccNSO membership, the ccNSO Council and other stakeholders.

Whereas, at its meeting on 28 February 2006 the ICANN Board of directors adopted ccNSO Recommendations 1,2 and 4-8, which have been implemented and published on the ICANN website.

Whereas, Recommendation 3 suggested the addition of a new subsection 3 to ICANN Bylaws Article IX, Section 6, on which the General Counsel has advised the Board that adopting the ccNSO Recommendation 3 may raise issues regarding corporate governance and might adversely impact ICANN's organizational structure.

Whereas, the Board at its meeting on 31 March 2006 unanimously rejected ccNSO Recommendation 3, but resolved at the same time that it was amenable to receiving further input from the ccNSO through its processes for a supplemental recommendation regarding good faith notice and consultation, before the amendment of any provision of Article IX of the ICANN Bylaws.

Whereas, the ccNSO Council resolved to modify ccNSO Recommendation 3 as proposed in the Supplemental Recommendation, and the members of the ccNSO adopted the Supplemental Recommendation, which was conveyed to the Board on 19 June 2006.

Whereas, the proposed ccNSO Bylaw changes have been posted for public comment from 26 May 2006 until 16 June 2006 on the ICANN homepage and no comments were received.

Resolved (06.__), the Bylaws change as proposed by the ccNSO Supplemental Recommendation is approved.

.AERO Renewal of Registry Agreement Issues

Whereas, SITA currently serves as the Sponsor of the .AERO top-level domain under its 2001 contract with ICANN;

Whereas, SITA has submitted a renewal proposal to ICANN and ICANN has posted the proposal for public comment as required by the .AERO sponsorship agreement;

Whereas, ICANN has carefully reviewed the public comments submitted and determined that none raise a substantial question about whether renewal of SITA's agreement would be in the best interest of the sponsored TLD community and the global Internet community;

Resolved (06.__), ICANN staff is authorized to enter into negotiations with SITA for a renewal of the .AERO Sponsorship Agreement.

Approval of Engagement of Auditors for FY 2005-06

Whereas, ICANN Bylaws Article XVI provides that ICANN shall annually publish an audited financial statement, and that the appointment of the fiscal auditors shall be the responsibility of the Board.

Whereas, the Audit Committee of the ICANN Board of Directors directed the President to enter into negotiations with Moss Adams LLP to conduct the independent audit of the fiscal year 2005-2006.

Whereas, Moss Adams LLP has submitted a proposal to conduct the independent audit of the fiscal year 2005-06.

Resolved (06.__), the President is authorized and directed to engage Moss Adams LLP to conduct the independent audit of fiscal year 2005-2006.

Approval of 2006-2007 Budget

Whereas, ICANN Bylaws Article XVI, Section 4 provides that "At least forty-five (45) days prior to the commencement of each fiscal year, the President shall prepare and submit to the Board, a proposed annual budget of ICANN for the next fiscal year, which shall be posted on the Website. The proposed budget shall identify anticipated revenue sources and levels and shall, to the extent practical, identify anticipated material expense items by line item. The Board shall adopt an annual budget and shall publish the adopted Budget on the Website."

Whereas, on 17 May 2006, in accordance with the ICANN Bylaws, ICANN posted its Proposed Budget for fiscal year 2006-2007.

Whereas, the posted Proposed Budget and Operating Plan were developed through a series of consultations with ICANN constituencies and the ICANN Board Finance Committee.

Whereas, comments to the Proposed Budget were received, a revised Proposed Budget was posted on 22 June 2006, and a further revised Proposed Budget was posted on 24 June 2006.

Whereas, the Finance Committee of the Board has reviewed the Proposed Budget, and has found that its adoption is in the best interests of ICANN.

Resolved (06.__), the ICANN Board adopts the 2006-07 operating plan as posted and as incorporated in the text of the budget.

Resolved (06.__), the ICANN Board adopts the proposed budget as the annual budget of ICANN for the fiscal year 2006-2007.

Progress on ICANN Board/GAC Joint Working Group

Whereas, on 4 December 2005, the ICANN Board Chair and Vice-Chair established the ICANN Board/GAC Joint Working Group in order to build on existing discussions to improve the communication links and collaboration process between the ICANN Board and GAC and the relevant ICANN constituencies.

Whereas, the ICANN Board and GAC Joint Working Group is co-chaired by Alejandro Pisanty (Vice-Chair, Board) and Janis Karklins (Chair of the GAC's Working Group on the Future of the GAC).

Whereas, on 26 March 2006, the ICANN Board and GAC Joint Working Group held its first face-to-face meeting during the ICANN Board meeting in Wellington, New Zealand.

Whereas, it was decided that the Joint Working Group should initially address three areas, namely the transition of the GAC Secretariat, outreach, and communications.

Whereas, the transition of the GAC secretariat has proceeded; the Joint Working Group has focused on improving the timeliness and efficiency of communications between the GAC and the ICANN Board, and begun discussions on outreach.

Whereas, since the face-to-face meeting the Working Group has worked through teleconference calls and email.

Whereas, on 25 June 2006, the Working Group held its second face-to-face meeting during the ICANN meeting in Morocco, where it was briefed on the transition of the GAC Secretariat, and discussed the Communications Timeline document and outreach program.

Whereas, the Working Group decided in the run-up to the São Paulo meeting to work on the synchronization of GAC's priorities with ICANN's strategic plan, and to explore issues relating to the evolution of the GAC and ICANN framework.

Whereas, in its XXV Communiqué, the GAC endorsed the Communications Timeline document.

Whereas, in its XXV Communiqué, the GAC welcomed ICANN's outreach program and committed itself to participate in its implementation.

Resolved (06.__), the Board endorses the Communications Timeline document prepared by the Joint Working Group and endorsed by the GAC, and requests that the Joint Working Group report on the progress of its work including further work on the outreach program, and welcomes the additional areas identified in the GAC Communiqué.

Board Resolution Regarding New gTLD Process

Whereas, the GNSO began a Policy Development Process on new gTLDs in December 2005 (PDP-Dec05).

Whereas, on 31 March 2006 the Board adopted resolutions 06.22-.24 giving notice of its intent to advance the implementation of a new gTLD process on or before January 2007, and calling on the GNSO to complete PDP-Dec05 with sufficient time to allow for such implementation.

Whereas, since the initiation of PDP-Dec05, the GNSO has obtained formal constituency statements, issued a call for expert papers, and opened a public comment period, and the GNSO Council's New TLDs Committee has conducted several face-to-face consultations to discuss each term of reference within PDP-Dec05.

Whereas, in preparation for this Marrakech meeting, a Draft Initial Report has been posted which reflects strong support for the introduction of new TLDs and strong support for the adoption of objective procedural, technical, and financial criteria, but asks for additional community input as to additional selection criteria, selection methods, and compliance regimes.

Whereas, it is the Board's understanding that the New TLDs Committee of the GNSO intends to publish its Initial Report for public comment in July 2006, to publish its Final Report in October 2006, to hold a Council vote on the Final Report in October 2006, and then to publish a Board Report in November 2006 for action by the Board at the Sao Paolo meeting in December 2006.

Whereas, the Board particularly notes that the GNSO seeks to have an open dialogue with the GAC regarding the public policy implications of a new gTLD process, and welcomes comments at any stage in this process, in particular following the publication of the Board Report in November 2006.

Whereas, the Board wishes to thank the participants in the GNSO Council and the New TLDs Committee of the GNSO for their hard work in this key policy area.

Resolved (06.__), the Board asks the GNSO to continue to work towards having a report ready for community comment by November 2006 .

Resolved (06.___), the Board calls on the ICANN community to convey its comments as to the various reports generated by the New TLDs Committee in a timely fashion.

Board Resolution Regarding WHOIS Policy Process

Whereas, work on policies regarding WHOIS has been ongoing within ICANN since 2000, and has been the subject of several public workshops (in Montreal, Luxembourg, and Vancouver).

Whereas, on 2 June 2005, the GNSO Council adopted terms of reference for the most recent GNSO Whois Task Force. Whereas, the Board notes that the Whois Task Force intends to produce an Initial Report including preliminary recommendations in early October 2006, to take in public comment (including comment from the GAC and individual GAC members) through the end of November 2006, to produce a Final Report for GNSO Council action in December 2006, and to have a Board Report ready for Board action in early 2007.

Whereas, the Board notes that both the GAC and the GNSO have continued to have open dialogue as to the issues covered by the WHOIS task force terms of reference.

Whereas, the Board wishes to thank the participants in the Whois Task Force and the GNSO Council, many of whom have been working on these issues for many years, and wishes to encourage them in completing their remaining tasks.

Whereas, the Board recognizes that the timelines in the standard PDP scheme may be unrealistic for complex and controversial issues.

Resolved (06.__), the Board urges the GNSO and its Whois Task Force to continue its work on WHOIS in accordance with the timeline announced at these Marrakech meetings, with the goal of having recommendations ready for Board consideration in early 2007.

Resolved (06.__), the Board supports the GNSO's commitment to alert the GAC and the ICANN community as a whole as to the timing of public comment periods established by the Whois Task Force, and to ensure that all interested stakeholders are aware of the status of the work of this Task Force.

Resolved (06.__), the Board directs staff to work with the GNSO on reviewing the PDP timelines in the ICANN bylaws as recommended in the independent review of the GNSO Council in 2004. This work should take into account any further recommendations from the current independent review of the GNSO, and consider revisions that would create realistic schedules for community input into future ICANN policy development activities.

NomCom Chair Appointment

Whereas, on 31 May 2006, ICANN announced the resignation of the Chair of the ICANN 2006 Nominating Committee, Eugenio Triana, which was prompted by outside work obligations.

Whereas, Mr. Triana was thanked for his service by ICANN President Paul Twomey, and ICANN Board Chairman Vint Cerf, and the full Board wishes to convey its gratitude to Mr. Triana for his service.

Whereas, Chairman Cerf called upon George Sadowsky, the Chair of the 2005 Nominating Committee and an advisor to the 2006 Nominating Committee to step into the role of Interim Chair of the 2006 Nominating Committee.

Whereas, George Sadowsky is eminently well-qualified to continue his leadership of the Nominating Committee, and has indicated his willingness to serve as Chair until the conclusion of the ICANN annual meeting in 2006, or until his earlier resignation, removal, or other disqualification from service.

Resolved (06.__), that George Sadowsky is appointed as Chair of the 2006 Nominating Committee.

IDN Guidelines Revision Schedule

Whereas, the Board expresses its gratitude to the volunteers, in particular in the TLD registries working group and the IDN President's Advisory Committee, for their efforts on IDN Guideline revisions, related changes to the IANA repository and their continuing work to determine how best to achieve the stable insertion of IDN strings into the root, in a manner that has no appreciable negative impact on existing functionality of the DNS.

Whereas, pursuant to resolutions 05.98, 05.99, and 05.100, the ICANN Board of Directors tasked the IDN working group to continue its important work and return to the Board with specific IDN improvement recommendations.

Whereas, the TLD registries working group has met regularly via teleconference, and has provided a status update and the version 2.1 of the IDN Guidelines on 27 February 2006.

Whereas, the members of the TLD registries working group also provide their expertise in relation to the secure and stable introduction of internationalized top-level labels, and by focusing on this important task have requested that the Board allow for additional time to continue the revision work of the IDN Guidelines to reach a BCP status.

Resolved (06.__), the ICANN Board acknowledges the significant work performed by the members of the TLD registries working group, accepts the request for additional time so that the working group can continue its reframing of the guidelines in a manner appropriate for further development as a Best Current Practices (BCP) document, and to return to the board in time for the São Paulo meeting currently scheduled 2-8 December 2006, with a timeline for further progress in this area.

SSAC Reports on Domain Renewal Considerations

Whereas, ICANN's Security and Stability Advisory Committee (SSAC) has prepared two comprehensive reports concerning renewal considerations for domain-name registrants and the problems caused by the non-renewal of a domain name associated with a DNS nameserver. The reports were the subject of a valuable workshop presented by the SSAC at these meetings in Marrakech.

Resolved (06.__), the ICANN Board hereby accepts the reports, and thanks SSAC Chair Steve Crocker, SSAC Fellow Dave Piscitello, the members of SSAC, and all other contributors for their efforts in the creation of the reports.

Resolved (06.__), the ICANN Board directs staff to publish the reports on the ICANN website, and to bring the report to the attention of interested parties as appropriate.

Other Business

(Discussion of posting and public comment period for proposed new .BIZ, .INFO and .ORG Registry Agreements - no resolution)

Thanks to Workshop Participants

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

Resolved (06.__), the Board expresses its gratitude to the organizers, participants, and attendees of the public workshops on IDNs, DNSSEC, SSAC, Internet Governance, and the Domain-Name Marketplace.

Thanks to Michael Palage

Whereas, Michael Palage served on the ICANN Board of Directors from April 2003 until his resignation in April 2006.

Whereas Michael has served on a number of committees, including chairing the Meetings Committee for a few months, and has contributed with his usual passion to their work.

Whereas, Michael has spent enormous time on contributing to the Board work with his in-depth knowledge of the Bylaws and the history of ICANN.

Whereas, the ICANN Board notes with gratitude and affection the commitment and enthusiasm with which Michael has served ICANN and the global Internet community.

Resolved (06.__), that the ICANN Board formally recognizes Michael Palage's service and contributions to ICANN, and expresses its good wishes to Michael in his future endeavors.

Thanks to Mouhamet Diop

Whereas Mouhamet Diop was appointed to the ICANN Board by the Address Supporting Organization in December 2002.

Whereas, Mouhamet has served the Board with considerable energy and skill. He has also served as co-chair to the President's Advisory Committee for IDNs and has provided excellent insight, leadership and expertise in this role.

Whereas, Mouhamet Diop has concluded his term as Director of the ICANN Board just prior to the Morocco ICANN meeting.

Whereas, the Board wishes to express its appreciation for Mouhamet Diop's willingness to continue as Co-Chair of the Presidents Advisory Committee for IDNs, and for his commitment to continue facilitating the committee's efforts to reach a secure and stable introduction of internationalized top-level labels.

Whereas, Alejandro Pisanty has written: "May I propose that the resolution to thank Mouhamet Diop for his service on the board mention his greatness of heart, courage in defeating obstacles to participation, among others, the challenging communication links in his region, panache, and for proving how brilliantly he could join an unconceding developing country perspective with technological brilliance. By doing this and with his transparent generous behavior, Mouhamet has defeated more than one stereotype. Let's hope we can find ways to invite and facilitate his continued contribution."

Resolved (06.__), the ICANN Board resolves that Mouhamet Diop has earned the deep appreciation of the Board for his term of service, and the Board wishes Mr. Diop well in all future endeavors.

Thanks to Sponsors, Staff, Scribes, and Event Team

The Board extends its thanks to all sponsors of the meeting, including Maroc Telecom, VeriSign, Public Interest Registry, Nokia, Meditel, Afilias, LogicBoxes, Maroc~Connect, Cisco Systems, AfriNIC, and CBI.

The Board expresses its appreciation to the scribes Laura Brewer and Teri Darrenougue, to ICANN staff present here in Morocco, 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 the teams of Avant Scene, E-Informatique, K's Event, and Le Palais Des Congres.

Thanks to Local Hosts

The Board wishes to extend its thanks to his Excellency, Driss Jettou, Prime Minister of Morocco for opening the ICANN meeting in Marrakech, as well as in his role as Chairman of the Board of ANRT (the Telecom Regulatory Authority of Morocco). We also wish to particularly thank the Minister of Communication Nabil Benabdallah, ANRT and the whole ANRT team, and the Moroccan Internet Society (ISOC Morocco) for hosting ICANN Marrakech.

(Adjourn until São Paulo)