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Minutes of the Special Board Meeting 12 September 2009

A Special Meeting of the ICANN Board of Directors was held on 12 September 2009 at approximately 5:00 p.m. PDT in Marina del Rey, California.

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: Raimundo Beca; Rod Beckstrom (President and CEO), Steve Crocker, Roberto Gaetano (Vice-Chair), Steve Goldstein, Dennis Jennings, Janis Karklins, Ram Mohan, Thomas Narten; Ray Plzak, Ramaraj Rajasekhar , Rita Rodin Johnston; Thomas Roessler, Wendy Seltzer; Mike Silber; Jean-Jacques Subrenat, Bruce Tonkin, Katim Touray, Suzanne Woolf

All voting Board members waived notice of the meeting.

George Sadowsky, who has been selected by the Nominating Committee to take his position as a Board member after the end of the ICANN Annual General Meeting set for 30 October 2009 was also present.

The following staff members were also present: Doug Brent – Chief Operating Officer, John Jeffrey – General Counsel and Secretary, Kurt Pritz – Senior Vice President, Services, Diane Schroeder – Director of Board Support, and Amy Stathos – Deputy General Counsel

Affirmation of Commitments:

The President, Rod Beckstrom, explained that, at lunch, all Board members with suggested revisions went through the most current version of the Affirmation of Commitments (Affirmation) document line by line and created a potential revised version for consideration at this meeting.

Rod noted that the redline being presented to the Board at this meeting contains all suggested revisions, but pointed out that there is not necessarily a consensus on all of the suggested revisions. Rod stated that for the most part, the Board members tightened up language, revised portions relating to the reviews to be performed and, among other things, included references to Board approval where appropriate.

The Board then walked through each paragraph of the Affirmation document and reached consensus on the redline version of the document that the President was to take back to the United States Department of Commerce for discussion and final negotiations, and in consultation with the Chairman. The Board then discussed the language of the resolution.

Whereas, the Joint Project Agreement (JPA) between the United States Department of Commerce (DoC) and the Internet Corporation for Assigned Names and Numbers (ICANN) will expire by its own terms on 30 September 2009;

Whereas the DoC and ICANN desire to institutionalize and memorialize the technical coordination of the Internet's Unique Identifiers, including in particular the DNS, as set forth in ICANN’s Bylaws at Article 1, Section 1 (http://www.icann.org/en/general/bylaws.htm#I);

Resolved (2009-09-12-01), the ICANN Board hereby directs the President and CEO to finalize the terms of the Affirmation of Commitments by the United States Department of Commerce and the Internet Corporation for Assigned Names and Numbers and to execute such agreement consistent with the advice provided before and during the Board’s retreat held in Marina del Rey, California on 11-12 September 2009.

Resolved (2009-09-12-02), the ICANN Board agrees that this approval shall be held from the preliminary report and minutes of this meeting (as it is permitted to do according to ICANN Bylaws provision, Article III, Section 5, paragraph 3), until such agreement is fully executed and publicly announced.

Steve Goldstein moved, Steve Crocker seconded, and all voted in favor by the voice vote, except Jean Jacques- Subrenat who abstained.

Jean Jacques-Subrenat asked that an explanation be included in the minutes. He noted that while he does appreciate the work that has been done, he was not happy with the way the Board was considered by various parties. He understands that matters can be confidential, but he objects to the Board being kept out of the confidential nature of the discussion, as he stated that the Board alone is held accountable. Not the CEO, the chair or individuals, but it is Board collectively, so he would have expected and asked for more detail back and forth with the Board.

RamarajRajasekhar had to leave the meeting just prior to the vote but wanted the record to reflect that he was in favor of the resolution.

Discussion of Whois:

Steve Crocker raised an issue relating to continuing efforts and progress on objectives for Whois policy matters.

After a brief discussion, it was decided that the topic would be postponed for discussion at a future Board meeting.

Approval of Budget for SSAC Retreat:

The Chairman asked staff for an explanation of the issue. Doug Brent explained that the Security and Stability Advisory Committee asked for a special retreat but the request came in after the budget cycle had closed. Doug also noted that the public comment period on proposed retreat had just closed, but that the Board Finance Committee has reviewed the budget and is recommending that the Board approve the Budget.

Whereas, ICANN’s Security & Stability Advisory Committee (SSAC) is proposing to hold a retreat from 30 September through 1 October 2009. The retreat would inform SSAC members, and help the committee prioritize its activities and prepare a work plan;

Whereas, it is anticipated that the budget for the SSAC Retreat, including travel costs, will not exceed US$150,000;

Whereas, the SSAC budget request was not available prior to the approval of the FY10 Budget;

Whereas, on 10 September 2009, a majority of the Board Finance Committee (with one abstention) approved a recommendation to the Board that the costs for the SSAC Retreat are appropriately disbursed from the contingency fund.

Resolved (2009-09-12-03), that up to US$150,000 in expenditures from the contingency fund is approved for funding the 30 September – 1 October 2009 SSAC Retreat.

Steve Goldstein moved, Michael Silber seconded and all present voted in favor by voice vote, except Bruce Tonkin, who abstained.

Meeting adjourned.