Board Activities and Meetings
Corporate Officer Signing Authorities
Whereas, the organization has grown, and the resulting demands on the President & Chief Executive Officer (CEO) have increased and made it less practical for the President & CEO to handle day-to-day demands of business operations whilst performing the broader external functions facing ICANN.
Whereas, the annual budget and resulting expenditures have increased in amount and frequency over time.
Whereas, increasing the signing authorization levels would improve the efficiency of handling day-to-day business operations.
Whereas, the Chief Financial Officer in consultation with the Board Audit and Finance Committees, has prepared a proposed statement of “Financial Control Procedures: Corporate Officer Signing Authorities” dated 17 October 2006.
Whereas, the Audit and Finance Committees have reviewed the proposed statement of “Financial Control Procedures: Corporate Officer Signing Authorities” and determined that the provisions are reasonable in relation to other similar not-for-profit organizations based on size of the organization and total annual revenues, and provide appropriate financial control while regulating the related risk. The Audit and Finance Committees have determined the proposed procedures would be beneficial to the organization and recommend that the provisions set forth in the statement be adopted by the full Board of Directors.
Resolved (06.__) that the statement of “Financial Control Procedures: Corporate Officer Signing Authorities” dated 17 October 2006 is hereby adopted.
Payment of Legal Expenses
Whereas, ICANN has had significant needs for legal services during the month of July 2006 and August 2006, including general legal advice and several pending lawsuits involving ICANN.
Whereas, Jones Day have provided extensive legal services to meet these needs.
Whereas, ICANN has received invoices from Jones Day totaling US$116,762.52 in connection with legal services provided to ICANN during July and August 2006.
Whereas, the General Counsel and the Chief Financial Officer have reviewed the invoices and determined that they are proper and should be paid.
Resolved (06.__), the President is authorized to make payments to Jones Day in the amount of US$116,762.52 for legal services provided to ICANN during July and August 2006.
sTLD Agreement with .ASIA (DotAsia Organisation Limited)
Whereas, on 4 December 5, 2005, the board authorized the President and General Counsel to enter into negotiations relating to proposed commercial and technical terms for the .ASIA sponsored top-level domain (sTLD) with the applicant, DotAsia Organisation Limited,
Whereas, on 18 July, 2006, ICANN announced that negotiations with the applicant for the .ASIA sponsored top-level domain had been successfully completed, and posted the proposed .ASIA sponsored TLD registry agreement on the ICANN website,
Whereas, the Board has determined that approval of the agreement, and delegation of a .ASIA sponsored top-level domain to DotAsia Organisation Limited would be beneficial for ICANN and the Internet community,
Resolved (06.___), the proposed agreement with DotAsia Organisation Limited concerning the .ASIA sTLD is approved, and the President is authorized to take such actions as appropriate to implement the agreement.
Economic Study of Proposed Registry Agreements
Whereas, proposed new registry agreements between ICANN the operators of the .BIZ, .INFO, and .ORG registries have been posted for public comment and presented to the Board.
Whereas, the proposed new agreements were the subject of a substantial number of comments, especially concerning competition-related issues such as differential pricing.
Whereas, ICANN's Core Values include:
- Preserving and enhancing the operational stability, reliability, security, and global interoperability of the Internet.
- Where feasible and appropriate, depending on market mechanisms to promote and sustain a competitive environment.
- Introducing and promoting competition in the registration of domain names where practicable and beneficial in the public interest.
Whereas, the Board has carefully considered the proposed new agreement, 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, provided that ICANN and the registry operators are able to agree to appropriate revisions to the proposed agreements to address competition-related issues such as differential pricing.
Whereas, the GNSO is currently conducting a policy-development process that includes study of some of these issues, but ICANN has pressing operational questions relating to its bilateral contracts with registry operators that need to be resolved, separate from any generally applicable new policies on this subject that might be recommended through the GNSO process.
Whereas, the domain registration market is very complex and producing reliable analysis and findings will require high-levels of economic expertise.
Resolved (06.___), the President is directed to commission an independent study by a reputable economic consulting firm or organization to deliver findings on economic questions relating to the domain registration market, such as:
- whether the domain registration market is one market or whether each TLD functions as a separate market,
- whether registrations in different TLDs are substitutable,
- what are the effects on consumer and pricing behavior of the switching costs involved in moving from one TLD to another,
- what is the effect of the market structure and pricing on new TLD entrants, and
- whether there are other markets with similar issues, and if so how are these issues addressed and by who?
Resolved (06.__), after having considered the public comments and the responses from the registries, the President and the General Counsel are hereby requested to renegotiate the proposed agreements relating to: competition-related concerns (in particular price increase restrictions); traffic data and review mechanisms resulting from the introduction of new studies or additional information.