Preliminary Report | Special Meeting of the Board 15 August 2006

A Special Meeting of the ICANN's Board of Directors was held via teleconference on 15 August 2006 and was called to order at 1:00 P.M. PDT US.

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, Demi Getschko, Hagen Hultzsch, Joichi Ito, Veni Markovski, Alejandro Pisanty, Hualin Qian, Rita Rodin, Vanda Scartezini, Peter Dengate Thrush, Paul Twomey and David Wodelet. Njeri Rionge was not present.

The following Board Liaisons participated in all or part of the meeting: Steve Crocker, Security and Stability Advisory Committee Liaison; Roberto Gaetano, At Large Advisory Committee Liaison; Mohamed Sharil Tarmizi, Governmental Advisory Committee Liaison.

John Jeffrey, General Counsel and Board Secretary; Kurt Pritz, Vice President, Business Operations; Melanie Keller, Chief Financial Officer; Denise Michel, Vice President, Policy Development; Olof Nordling, Policy Development Coordination; David Conrad, General Manager, IANA; Dan Halloran, Deputy General Counsel; Barbara Roseman, IANA Operations Manager; and, Kim Davies, IANA Technical Liaison also participated in the meeting.

The following resolutions were approved during the Board Meeting:

Payment of Legal Expenses

Whereas, ICANN has had significant needs for legal services during the months of October 2005 through June 2006, including general legal advice, the new registry agreements for sTLDs and several pending lawsuits involving ICANN.

Whereas, Jones Day and Davies Ward Phillips & Vineberg LLP have provided extensive legal services to meet these needs.

Whereas, ICANN has received invoices from Jones Day totaling US$396,772.53 in connection with legal services provided to ICANN during April 2006 through June 2006 and from Davies Ward Phillips & Vineberg LLP totaling CDN$70,605.25 in connection with legal services provided to ICANN during October 2005 through May 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 (06.62), the President is authorized to make payments to Jones Day in the amount of US$396,772.53 for legal services provided to ICANN during April 2006 through June 2006 and to Davies Ward Phillips & Vineberg LLP in the amount of CDN$70,605.25 for legal services provided to ICANN during October 2005 through May 2006.

This resolution was approved 13-0 by voice vote. Alejandro Pisanty and Njeri Rionge were not present for this vote.

Binding of Workers Compensation Insurance Proposal and Payment of Fees

Whereas, ICANN is required to carry workers compensation insurance coverage for its employees based in the United States.

Whereas, Everett National has provided a proposal for insurance for the ensuing twelve-month period that meets the requirements of the organization. Whereas, Everett National satisfactorily provided coverage to ICANN for the previous year.

Whereas, the General Manager, Conferences, Administration & Finance and the Chief Financial Officer have reviewed the proposal and determined that it is proper and recommend it be bound and the obligation paid.

Resolved (06.63), the President is authorized to instruct Chapman & Associates to bind the proposal received from Everest National for workers compensation coverage for the upcoming year and to make payment to Everett National in the amount of US $52,757.00 as called for in the proposal.

This resolution was approved 13-0 by voice vote. Alejandro Pisanty and Njeri Rionge were not present for this vote.

Other Business

Approval of Director's Expenses

Whereas, Article VI, Section 22 of the ICANN Bylaws provides that the Board may authorize the reimbursement of actual and necessary reasonable expenses incurred by Directors and non-voting liaisons in the performance of their duties. Resolved (06.63), the Board authorizes the reimbursement of expenses to Vint Cerf for travel to Bulgaria in July 2006 in the amount of US$1,366.95.

Resolved (06.64), the Board authorizes the reimbursement of incremental expenses to Veni Markovski for travel to Moscow in the amount of approximately US$1100.00.

Resolved (06.65), the Board authorizes the reimbursement of reasonable travel expenses for a group of Board Members and Liaisons to attend the IGF Meeting in Athens, Greece following the Sofia Board Workshop currently scheduled for October 2006. The finalized list of attendees will be approved by the Board's Executive Committee prior to the time for travel.

These resolutions were approved 13-0 by voice vote. Alejandro Pisanty and Njeri Rionge were not present for this vote.

Approval of Minutes

Resolved (06.66), the minutes of the Board Meeting of 30 June 2006 are approved.

Resolved (06.67), the minutes of the Board Meeting of 18 July 2006 are approved.

These resolutions were approved 13-0 by voice vote. Alejandro Pisanty and Njeri Rionge were not present for this vote.
[Secretary's Note -- These Minutes were posted to the ICANN Website on 16 August 2006]

Redacted Portion of the Board Meeting

Redacted Information -- The details of the matters discussed during this portion of the 15 August 2006 Board Meeting were redacted from the minutes by the Board pursuant to and consistent with ICANN Bylaws at Article III, Section 5.3.

Peter Dengate Thrush left during the discussion of this matter and Rita Rodin and Susan Crawford left before the vote to redact this portion of the meeting from the reporting/minuting of this meeting.

The Meeting was adjourned at 3:22 PM PDT.

(Posted 22 August 2006; Updated 26 September 2006)