Adopted Resolutions Special Meeting of the Board 10 May 2006

Approval of Minutes for 18 April 2006

Resolved (06.__), the minutes of the Special Board Meeting of 18 April 2006 are hereby approved and should be posted.

The Board Members voted 12-0 with one abstention by Njeri Rionge by voice vote. Mouhamet Diop was not present on the call at the time of the vote.

Approval of the .TEL (Telnic) sTLD Registry Agreement

Whereas, on 28 June 2005, the board authorized the President and General Counsel to enter into negotiations relating to proposed commercial and technical terms for the .TEL sponsored top-level domain (sTLD) with the applicant, Telnic Limited.

Whereas, on 16 March 2006, ICANN announced that negotiations with the applicant for the .TEL sponsored top-level domain had been successfully completed, and posted the proposed .TEL sponsored TLD registry agreement on the ICANN website.

Whereas, the Board has determined that approval of the agreement, and delegation of a .TEL sponsored top-level domain to Telnic Limited would be beneficial for ICANN and the Internet community.

Resolved (06.__), the proposed agreement with Telnic concerning the .TEL sTLD is approved, and the President is authorized to take such actions as appropriate to implement the agreement.

The Board Members voted in a voice vote 13-0 in favor of the resolution. Mouhamet Diop was not present on the call at the time of the vote.

Consideration of ICM's Proposed .XXX Registry Agreement

ICANN's Board voted 9 to 5 against the proposed agreement submitted by ICM for Board consideration. Votes in favor of the proposed .XXX Registry Agreement were cast by the following Board Members: Veni Markovski, Susan Crawford, Peter Dengate Thrush, Joichi Ito, and Mouhamet Diop. Directors who voted against the approval were Vint Cerf (Chairman), Alejandro Pisanty (Vice-Chairman), Raimundo Beca, Demi Getschko, Hagen Hultzsch, Njeri Rionge, Vanda Scartezini, Paul Twomey (President and CEO), and Hualin Qian.

Directors statements regarding their votes are set out in the Voting Transcript which was posted on 13 May 2006 on the ICANN website at http://www.icann.org/minutes/voting-transcript-10may06.htm

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.__), the Board hereby authorizes the reimbursement of expenses to Directors and liaisons as follows:

Suzanne Woolf — for travel expenses to the IETF, Paris July 27-Aug 6, 2005 - $7,036.26;

Steve Crocker — for travel expenses to the IETF, Paris July 27-Aug 6, 2005 - $1,709.56, for travel expenses to the IETF, Vancouver, Nov 6-11, 2005 - $1,166.54, for travel expenses to Amsterdam & Utrecht - $4,482.61;

Vinton Cerf — for transportation expenses in Washington, D.C. Jan 8 2006 - $60.00;

Hagen Hultzsch — for travel expenses to Considerations Meeting in NY Feb 18-19 2006 - €4,171.0; and

Alejandro Pisanty — for telephone expenses at the WSIS Meeting in Tunis November 11-20, 2005 - US$437.83.

The resolution was approved unanimously, 14-0.

Approval of Financial Expenditure for Attorney's Fees

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

Whereas, Jones Day has provided extensive legal services to meet these needs.

Whereas, ICANN has received invoices from Jones Day totaling US$830,074.16 in connection with legal services provided to ICANN during November 2005 through March 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 payment to Jones Day in the amount of US$830,074.16 for legal services provided to ICANN during November 2005 through March 2006.

The resolution was approved unanimously, 14-0.

GNSO Recommendation on a Procedure for Potential Conflicts between WHOIS Requirements and Privacy Laws

Whereas, at its meeting on 28 November 2005, the GNSO Council voted by a supermajority in favour of the 'Recommendation on a procedure for potential conflicts between Whois requirements and privacy laws' in the Final Task Force Report of the Whois Task Force, and to forward it to the ICANN Board as a policy recommendation;

Whereas, the Preliminary Task Force Report on Policy recommendation and advice on a procedure for handling conflicts between a registrar/registry's legal obligations under privacy laws and their contractual obligations to ICANN was posted for public comments on the ICANN web site on 12 September 2005;

Whereas, the GNSO Council Report to the Board was published on the ICANN web site on January 18, 2006;

Whereas, the GNSO recommendation consists of a recommendation to ICANN on how ICANN should respond to potential difficulties its contracting parties could have in complying with ICANN contractual requirements, and the adoption of the recommendation would not impose any new obligations on any registries, registrars or third parties;

Resolved [06.__ ] that the Board adopts the 'recommendation on a procedure for potential conflicts between Whois requirements and privacy laws "; and to develop and publicly document a procedure for dealing with such conflicts, taking into account the advice of the GNSO and any other interested ICANN Supporting Organization or Advisory Committee.

The resolution was approved unanimously, 14-0.

Appointment of Chair of Meetings Committee

Resolved (06.__), the ICANN Board hereby appoints Veni Markovski as the Chair of the Board's Meetings Committee until the end of the Annual Meeting 2006.

The resolution was approved unanimously by voice vote, 14-0.

Approval of Reconsideration Committee's Recommendation on Reconsideration Request RC 06-3

Whereas, the Reconsideration Committee presented its recommendations to the Board, as have been posted at http://www.icann.org/committees/reconsideration/reconsideration-recommendation-06-3.htm

Resolved (06.__), that the Reconsideration Committee's Recommendation RC 06-3 is adopted for the reasons stated in that recommendation set out as follows: The committee concludes that there are no grounds for reconsideration, as Article VII, Section 8, is clear that Marilyn Cade cannot, under any circumstances, become eligible to fill the current midterm vacancy on the ICANN board without a change to the applicable bylaws. Moreover, Article VII, Section 8, does not allow flexibility to consider "exigent circumstances" under any situation. Finally, the request does not demonstrate any reason sufficient to stay the contested action.

The resolution was approved 13-0 by a voice vote, with one abstention by Raimundo Beca.