Special Meeting of the Board | Preliminary Report 28 February 2006

VeriSign Settlement Agreements

Whereas, a revised proposal to settle the several legal disputes between VeriSign, Inc. and ICANN has been posted for public comment <http://www.icann.org/announcements/announcement-29jan06.htm> and presented to the Board;

Whereas, the proposal to settle the disputes would require ICANN to enter three new agreements with VeriSign: a Settlement Agreement, a new .COM Registry Agreement, and a Root Server Management Transition Completion Agreement;

Whereas, the Board has carefully considered the settlement proposal and the other new agreements with VeriSign, and the public comments thereon, and finds that acceptance of the settlment proposal would be beneficial for ICANN and the Internet community;

Resolved (06.07), that the proposed agreements with VeriSign are hereby approved, and the President is authorized to take such actions as appropriate to implement the agreements.

Consideration of ccNSO's Recommendations 1, 6, 7 and 8 on Proposed ICANN Bylaws Changes

Whereas, the ccNSO Council has considered a number of issues which are understood to stand in the way of a number of ccTLD managers joining the ccNSO.

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) to address the matters outlined in paragraphs A to M of section 3.2 of the Issues Report as published on 7 June 2005.

Whereas, the ccNSO has conducted the ccPDP in accordance with Annex B of the ICANN Bylaws.

Whereas, the ccNSO Council resolved on 2 December 2005, to approve the Board Report containing eight ccNSO Recommendations for changes 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, the Issue Manager has submitted the Board Report to the Board for consideration on 2 December 2005.

Whereas, the proposed ccNSO Bylaw changes have been posted for public comment on the ICANN webpage for over 21 days, and no comments regarding Recommendations 1, 6, 7 or 8 were received.

Resolved (06.08), that the Bylaws changes as proposed through ccNSO Recommendation 1, 6, 7 and 8 are approved.

Consideration of ccNSO's Recommendations 2, 4 and 5 on Proposed ICANN Bylaws Changes

Whereas, the ccNSO Council has considered a number of issues which are understood to stand in the way of a number of ccTLD managers joining the ccNSO.

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) to address the matters outlined in paragraphs A to M of section 3.2 of the Issues Report as published on 7 June 2005.

Whereas, the ccNSO has conducted the ccPDP in accordance with Annex B of the ICANN Bylaws.

Whereas, the ccNSO Council resolved on 2 December 2005, to approve the Board Report containing eight ccNSO Recommendations for changes 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, the Issue Manager has submitted the Board Report to the Board for consideration on 2 December 2005.

Whereas, the proposed ccNSO Bylaw changes have been posted for public comment on the ICANN webpage for over 21 days, and one comment regarding Recommendations 2, 4,and 5 was received.

Whereas, with regard to ccNSO Recommendation 2 the comment received did not oppose the principle underlying Recommendation 2, but suggested different language which was not only an attempt to clarify the accepted principle, but would also imply a change to this principle.

Whereas, with regard to ccNSO Recommendation 4 no comments were received on the additional element that in order for a ccNSO policy to apply to a member of the ccNSO by virtue of membership of the ccNSO this policy has to be within the scope of the The comment received was on the aspect of determination whether an issue is within scope or not. According to current Bylaws the ccNSO Council may initiate a ccPDP whether an issue is in scope or not. The Recommendation balances the roles and responsibilities of General Counsel and the ccNSO Council to determine whether an issue is within Scope of the ccNSO. Further, according to the current rules and procedures of the ccNSO itself, the membership can co-determine the initiation of a ccPDP and the decision of the ccNSO Counsel.

Whereas with regard to ccNSO Recommendation 5 the comment received was on the possibility that the ccNSO itself may develop policies binding on its members. According to the Recommendation ccNSO policies apply only to members of the ccNSO by virtue of their membership if they are developed in accordance with Article IX, section 4.10 and 4.11. Furthermore, according to the same Recommendation it is clarified that the output of other activities by the ccNSO can only be adhered to voluntary by members of the ccNSO.

Resolved (06.09) that the Bylaws changes as proposed through ccNSO Recommendations 2, 4 and 5 are approved.

Approval of Directors' 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 (06.10), the Board hereby authorizes the reimbursement of expenses to Directors and liaisons as follows: Alejandro Pisanty - for travel to Geneva in July 2005 for participation in WGIG - US$2,441.92; for travel to Geneva in September/October 2005 for participation in Prepcom 3 of WSIS - US$6,192.12; for travel to Tunis in November 2005 for participation in WSIS - US$8,344.57 - for a total reimbursement of US$16,978.61; and Veni Markovski - for transportation in Tunis in November 2005 for participation in WSIS - US$74.50.