March 2005 - council - lists.icann.org

Public Comment period on Proposed Change to ICANN Bylaws Regarding the Number of GNSO Council Representatives.
by GNSO.SECRETARIAT＠GNSO.ICANN.ORG March 21, 2005

March 21, 2005

[To: ga[at]gnso.icann.org; announce[at]gnso.icann.org] [To: liaison6c[at]gnso.icann.org; council[at]gnso.icann.org] http://www.icann.org/announcements/announcement-18mar05.htm The public Comment period has commenced on the Proposed Change to ICANN Bylaws Regarding the Number of GNSO Council Representatives. Proposed change to the ICANN Bylaws: Section 3. GNSO COUNCIL Subject to the provisions of the Transition Article of these Bylaws, the GNSO Council shall consist of three representatives selected by each of the Constituencies described in Section 5 of this Article, and three persons selected by the ICANN Nominating Committee. No two representatives selected by a Constituency shall be citizens of the same country or of countries located in the same Geographic Region. There may also be two liaisons to the GNSO Council, one appointed by each of the Governmental Advisory Committee and the At-Large Advisory Committee from time to time, who shall not be members of or entitled to vote on the GNSO Council, but otherwise shall be entitled to participate on equal footing with members of the GNSO Council. The appointing Advisory Committee shall designate its liaison (or revoke or change the designation of its liaison) on the GNSO Council by providing written notice to the Chair of the GNSO Council and to the ICANN Secretary. The GNSO Council may also have observers as described in paragraph 9 of this Section. The proposed change is to replace "two" with "three" and leave the article otherwise unchanged. -- Glen de Saint Géry GNSO Secretariat - ICANN gnso.secretariat[at]gnso.icann.org http://gnso.icann.org

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Argentina meetings
by GNSO.SECRETARIAT＠GNSO.ICANN.ORG March 19, 2005

March 19, 2005

[To: council[at] gnso.icann.org, liaison6c[at] gnso.icann.org] Some practical information about the meetings. All attendees have free buffet lunch served Sunday through Thursday on 12th. floor, this is included in the room rates. If some meetings want to have lunch served in the meeting rooms this will be an extra charge. If you are not staying at the Sheraton but in another hotel recommended on the website, there is a regular shuttle bus service to the Sheraton in the mornings and evenings. There will be internet connectivity throughout the hotel and in all meeting rooms. The official host reception is on Monday night, and on Tuesday about 8:00 pm., the attendees are invited to an Argentinian barbecue by the organizers. The meeting room allocation will be published later this week. Please let me know if you have any questions. Thank you. Regards, Glen de Saint Géry GNSO Secretariat - ICANN gnso.secretariat[at]gnso.icann.org http://gnso.icann.org

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GNSO Council teleconference 17 March 2005
by GNSO.SECRETARIAT＠GNSO.ICANN.ORG March 17, 2005

March 17, 2005

[To: ga[at]gnso.icann.org; announce[at]gnso.icann.org] [To: liaison6c[at]gnso.icann.org; council[at]gnso.icann.org] Please find the MP3 recording of the GNSO Council teleconference, held on March 17, 2005 at: http://gnso-audio.icann.org/GNSO-Council-20050317.mp3 Happy listening! - Glen de Saint Géry GNSO Secretariat - ICANN gnso.secretariat[at]gnso.icann.org http://gnso.icann.org

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RE: GNSO Council Teleconference 17 March dial-in details
by Alick Wilson March 17, 2005

March 17, 2005

Glen, my proxy to Maureen if I have to leave call today. Maureen, thanks for voting my proxy as you see fit. Alick -----Original Message----- From: Glen De Saint Géry [mailto:glen@icann.org] Sent: Monday, 14 March 2005 7:38 p.m. To: alick.wilson(a)xendra.co.nz Subject: Re: GNSO Council Teleconference 17 March dial-in details Thank you Alick, please gine your proxy to someone in case it is necessary. Also please give your proxy to someone for the Mar del Plata meetings. Thanks so much, Glen Alick Wilson wrote: > Hi Glen, will be attending meeting but will need to leave after 90 > minutes if meeting takes that long. Alick > > > -----Original Message----- > From: GNSO.SECRETARIAT(a)GNSO.ICANN.ORG > [mailto:gnso.secretariat@gnso.icann.org] > Sent: Saturday, 12 March 2005 2:25 a.m. > To: Alick Wilson > Subject: GNSO Council Teleconference 17 March dial-in details > > > GNSO Council Teleconference > Thursday 17 March 2005 > 11:00 AM LA, 14:00 EST, 16:00 Buenos Aires, 19:00 UTC, 20:00 CET, > 6:00 AM Melbourne 8:00 AM Auckland Friday 18 March > > DIAL-IN NUMBERS: > USA Toll Free Number: 888-790-1712 > USA Toll Number: +1-630-395-0019 > PASSCODE: COUNCIL > LEADER: MS GLEN DE SAINT GERY > > For security reasons, the passcode and the leader's name will be > required to join your call. ========================================== > AGENDA > http://www.gnso.icann.org/meetings/agenda-gnso-17mar05.htm > > Item 1: Approval of minutes 17 February 2005 > > Item 2: Update on WHOIS task force > > Item 3: Planning for ICANN meetings in Mar Del Plata > - meeting with GAC > - GNSO operational and strategic planning > - input to ICANN public forums on strategic plan > - GNSO public forum > - Joint GNSO Council/WHOIS task force meeting > > Item 4: Progress report on Election for ICANN Board seat #14 > (currently held by Michael > Palage) > > Item 5: Update from ICANN staff on new appointments (introduce Olof > Nordling) > > Item 6: Any other business > > If you are not able to attend please give your proxy to another > Council > member. > > Thank you. > Kind regards, > > Glen > -- Glen de Saint Géry ICANN glen[at]icann.org http://www.icann.org

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RE: [council] Current set of GNSO Council events in Mar Del Plata
by Bruce Tonkin March 17, 2005

March 17, 2005

> > After reading this, I was thinking of whether I needed a > import license to bring in boxes of candy, sports bars and > other survival foods, like .... > > :-) > > I understand our hosts have lunches planned... perhaps Tony > can fill us in on the "surround" arrangements. > Just to be clear - I was not implying that our hosts and venue would not have lunch arrangements. I was noting that the agenda of the meeting is so packed, that often people will be attending a meeting when they would normally be breaking for lunch. Regards, Bruce

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RE: [council] GNSO Vote for ICANN Board seat # 14
by Lucy.Nichols＠nokia.com March 17, 2005

March 17, 2005

As all interested candidates and their supporters are (or should be) aware of the timelines and procedure, I don't believe the nomination process should be reopened except for exceptional circumstances. Deciding at the last moment to solicit support to run is not, in my opinion, an "exceptional" circumstance. Regards, Lucy Nichols -----Original Message----- From: owner-council(a)gnso.icann.org [mailto:owner-council@gnso.icann.org]On Behalf Of ext Maureen Cubberley Sent: Thursday, March 17, 2005 10:09 AM To: Bruce Tonkin; council(a)gnso.icann.org Cc: GNSO.SECRETARIAT(a)GNSO.ICANN.ORG Subject: Re: [council] GNSO Vote for ICANN Board seat # 14 Bruce, Alick and Fellow Councillors, I am one of several GNSO Councillors who was contacted by Tim Ruiz ( of GoDaddy) last Friday - in my case, just an hour before the nomination period closed. Tim asked if I would nominate him for Board Seat #14. Because his telephone call to me occurred so close to the close of nominations, and I was travelling at the time, there was not time to determine whether or not a second nomination would be a good idea, or even time to consider whether Tim would be a suitable candidate. I advised him I would not be able to nominate him on such short notice. In the meantime, there has been some further correspondence. I have been contacted again by Tim, and he has contacted Bruce as to the process for extending nominations. Bruce has advised me that; "In terms of process, the nomination period is closed, but the Council could decide by vote to re-open the nomination period if there were suitable candidates. A member of Council would need to propose a motion, and preferably have obtained some support from other councillors prior to the meeting." I wish to emphasize that it is not my purpose or intention in sending you this email to set up a challenge to Michael Palage's candidacy. I am, rather, responding in my capacity as a GNSO Councillor to a request from a member of the Registrar constituency, and attempting to determine whether there is interest amongst the Council members to entertain the possibility of considering another candidate. If there is, perhaps we could have this discussion during today's teleconference, and decide whether or not we want to take the necessary steps to re-open the nomination period. Best regards, Maureen Maureen Cubberley ----- Original Message ----- From: Bruce Tonkin <mailto:Bruce.Tonkin@melbourneit.com.au> To: council(a)gnso.icann.org Cc: GNSO.SECRETARIAT(a)GNSO.ICANN.ORG Sent: Wednesday, March 16, 2005 9:49 PM Subject: RE: [council] GNSO Vote for ICANN Board seat # 14 Hello Alick, > > In most other organisations, when there is only a single > candidate, when nominations close the single candidate is > declared elected unopposed and there is no vote. That is not the case for the ICANN Board elections. >From the bylaws, Article X, section 3, paragraph 6: http://www.icann.org/general/bylaws.htm#X "The GNSO Council shall make selections to fill Seats 13 and 14 on the ICANN Board by written ballot or by action at a meeting; any such selection must have affirmative votes comprising a majority of the votes of all the members of the GNSO Council. Notification of the GNSO Council's selections shall be given by the GNSO Chair in writing to the ICANN Secretary, consistent with Article VI, Sections 8(4) and 12(1)." The appointment is for three years. Council members should ensure that the candidate meets the selection criteria for a director, and has support from the GNSO community. In terms of process, we can either use an email vote (to be ratified by a subsequent Council meeting) or we simply hold a vote during a Council meeting. While we could hold a vote in the meeting on 17 March, some Council members may feel they need time to interview the candidate and discuss the candidate with members of the GNSO community prior to making a decision. > What happens if the sole candidate does not get a majority of > the votes? There are two options: (1) we re-open the nomination period, and make an effort to seek candidates for the Board. (2) the sole candidate addresses any concerns that some Council members may have had, and the vote is re-held. The situation is really no different to that if you have only one current candidate for a job. If that candidate does not pass a job interview, reference check etc, an organisation would seek more candidates. Regards, Bruce Tonkin

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RE: [council] GNSO Vote for ICANN Board seat # 14
by Bruce Tonkin March 17, 2005

March 17, 2005

Hello Alick, > > In most other organisations, when there is only a single > candidate, when nominations close the single candidate is > declared elected unopposed and there is no vote. That is not the case for the ICANN Board elections. >From the bylaws, Article X, section 3, paragraph 6: http://www.icann.org/general/bylaws.htm#X "The GNSO Council shall make selections to fill Seats 13 and 14 on the ICANN Board by written ballot or by action at a meeting; any such selection must have affirmative votes comprising a majority of the votes of all the members of the GNSO Council. Notification of the GNSO Council's selections shall be given by the GNSO Chair in writing to the ICANN Secretary, consistent with Article VI, Sections 8(4) and 12(1)." The appointment is for three years. Council members should ensure that the candidate meets the selection criteria for a director, and has support from the GNSO community. In terms of process, we can either use an email vote (to be ratified by a subsequent Council meeting) or we simply hold a vote during a Council meeting. While we could hold a vote in the meeting on 17 March, some Council members may feel they need time to interview the candidate and discuss the candidate with members of the GNSO community prior to making a decision. > What happens if the sole candidate does not get a majority of > the votes? There are two options: (1) we re-open the nomination period, and make an effort to seek candidates for the Board. (2) the sole candidate addresses any concerns that some Council members may have had, and the vote is re-held. The situation is really no different to that if you have only one current candidate for a job. If that candidate does not pass a job interview, reference check etc, an organisation would seek more candidates. Regards, Bruce Tonkin

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Regarding Conflicts of Interest for ICANN Board members
by Bruce Tonkin March 17, 2005

March 17, 2005

Hello All, I have asked Michael Palage to provide a current conflict of interest statement to provide information to assist GNSO Council members in making their voting decision. This request would apply to any candidates in the current election, and also to candidates in future elections. >From the ICANN Bylaws, with respect to Conflict of Interest: "The Board, through a committee designated for that purpose, shall require a statement from each Director not less frequently than once a year setting forth all business and other affiliations which relate in any way to the business and other affiliations of ICANN. Each Director shall be responsible for disclosing to ICANN any matter that could reasonably be considered to make such Director an "interested director" within the meaning of Section 5233 of the California Nonprofit Public Benefit Corporation Law ("CNPBCL"). In addition, each Director shall disclose to ICANN any relationship or other factor that could reasonably be considered to cause the Director to be considered to be an "interested person" within the meaning of Section 5227 of the CNPBCL. The Board shall adopt policies specifically addressing Director, Officer, and Supporting Organization conflicts of interest. No Director shall vote on any matter in which he or she has a material and direct financial interest that would be affected by the outcome of the vote." ICANN's conflict of interest policy (approved by the Board in March, 1999) is: http://www.icann.org/committees/coi/coi-policy-04mar99.htm Conflicts of Interest Policy [Adopted March 4, 1999, pursuant to ICANN Bylaws, Article V, Section 7, and Article VI, Section 3(b)] 1. Purpose The purpose of the Conflicts of Interest policy is to ensure that the deliberations and decisions of the Corporation are made in the interests of the global Internet community as a whole, and to protect the interests of the Corporation when it is contemplating entering into a transaction, contract, or arrangement that might benefit the private interest of an Interested Director, Officer or Person (as defined below). An Interested Director, Officer or Person may not use his or her position with respect to the Corporation, or confidential corporate information obtained by him or her relating to the Corporation, in order to achieve a financial benefit for himself or herself or for a third person, including another nonprofit or charitable organization. This policy is intended to supplement but not replace any applicable laws governing conflicts of interest in nonprofit and charitable corporations. 2. Definitions 2.1 Compensation. "Compensation" includes direct and indirect remuneration as well as gifts or favors that are substantial in nature. 2.2 Family. The "family" of any individual shall include only his or her spouse; his or her siblings and their spouses; his or her ancestors; and his or her descendants and their spouses. 2.3 Financial Interest. A person has a "financial interest" if the person has, directly or indirectly, through business, investment or family: (a) An existing or potential ownership or investment interest in any entity with which the Corporation has a transaction, contract, or other arrangement, or (b) A compensation arrangement with the Corporation or with any entity or individual with which the Corporation has a transaction, contract, or other arrangement, or (c) An existing or potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Corporation is negotiating a transaction, contract, or other arrangement, or (d) An existing or potential ownership or investment interest in, or compensation arrangement with, any entity whose business or operation has been or will be directly affected by a decision or action of the Corporation. 2.4 Interested Director. "Interested Director" shall mean any Director of the Corporation who has a material financial interest, as defined above, or who serves as a Director or Officer of any entity with which the Corporation has a transaction, contract, or other arrangement. 2.5 Interested Officer. "Interested Officer" shall mean any Officer who has a material financial interest, as defined above, or who serves as a Director or Officer of any entity with which the Corporation has a transaction, contract, or other arrangement. For purposes of this policy, the President of the Corporation shall be treated as an Officer. 2.6 Interested Person. "Interested Person" shall mean either: (a) Any person currently being compensated by the Corporation for services rendered to it within the previous 12 months, whether as a full- or part-time employee, independent contractor, or otherwise, or (b) Any person whose family member, as defined in Section 2.2, is currently being compensated by the Corporation for services rendered to it within the previous 12 months, whether as a full- or part-time employee, independent contractor, or otherwise. 3. Committee on Conflicts of Interest 3.1 To administer and monitor compliance with this Policy, the Board shall create a Committee of the Board on Conflicts of Interest ("Conflicts Committee"), to consist of at least two Directors named by the Board. 3.2 The Conflicts Committee shall require a statement from each Director and Officer not less frequently than once a year setting forth all business and other affiliations which relate in any way to the business and other activities of the Corporation. 4. Duty to Abstain 4.1 No Director shall vote on any matter in which he or she has a material and direct financial interest that will be affected by the outcome of the vote. 4.2 In the event of such an abstention, the abstaining Director shall state the reason for the abstention, which shall be noted in the minutes of the Board of Directors. 5. Disclosure by Directors and Officers 5.1 When requested by the Conflicts Committee (not less frequently than once a year), each Director and Officer shall promptly submit a statement to the Committee setting forth all business and other affiliations which relate in any way to the business and other affiliations of the Corporation. 5.2 With respect to any particular matter then pending before the Corporation, each Director and Officer shall disclose to the Conflicts Committee any matter that could reasonably be considered to make the Director or Officer an "Interested Director" or "Interested Officer," as defined above. 5.3 With respect to any particular matter then pending before the Corporation, each Director and Officer shall disclose to the Conflicts Committee any relationship or other factor that could reasonably be considered to cause the Director or Officer to be considered to be an "Interested Person," as defined above. 5.4 For purposes of this section, Officers of the Corporation need not disclose compensation and other benefits paid to the Officer by the Corporation pursuant to Board resolution. 6. Disclosure by Supporting Organization Members of or participants in Supporting Organization councils must disclose conflicts of interest or other financial interests in matters within the scope of the Supporting Organization in the manner required by the Bylaws of the Supporting Organization. 7. Procedures in Connection with Proposed Transactions and Arrangements 7.1 Scope. This section applies to any proposed transaction, contract, or arrangement in which a Director, Officer, or Interested Person has a material financial interest. 7.2 Duty to Disclose. In connection with any actual or possible conflicts of interest, an Interested Director or Interested Officer must disclose the existence and nature of his of her material financial interest to the Conflicts Committee prior to the consideration of the proposed transaction, contract, or arrangement by the Board or any Committee of the Board. 7.3 Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest, the disinterested members of the Conflicts Committee shall determine whether a conflict of interest exists. Neither the Board nor any Committee of the Board shall vote upon any proposed transaction, contract, or arrangement in connection with which an actual or possible conflict of interest has been disclosed by an Interested Director until such time as the Conflicts Committee has addressed the actual or possible conflict of interest. For matters pending before the full Board of Directors, a referral to the Conflicts Committee will not be required where the Interested Director fully discloses to the Board his or her financial interest and abstains from participation in the Board's consideration of the proposed transaction, contract, or arrangement. 7.4 Procedures for Addressing a Conflict of Interest 7.4.1 Where a matter has been referred to the Conflicts Committee and the Conflicts Committee has concluded that a conflict of interest exists, the chairman of the Board or Committee of the Board shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction, contract, or arrangement. 7.4.2 After exercising due diligence, the Board or Committee shall determine whether the Corporation can obtain a more advantageous transaction, contract, or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict of interest. 7.4.3 If a more advantageous transaction, contract, or other arrangement is not reasonably attainable under circumstances that would not give rise to a conflict of interest, the Board or Committee shall determine by a majority vote of the disinterested Directors whether the transaction, contract, or arrangement is in the Corporation's best interest and for its own benefit and whether it is fair and reasonable to the Corporation, and shall make its decision as to whether to enter into the transaction, contract, or arrangement in conformity with such determination. 8. Violations of the Conflicts of Interest Policy 8.1 If the Conflicts Committee has reasonable cause to believe that a Director or Officer has failed to disclose an actual or possible conflict of interest, it shall inform the Director or Officer of the basis for such belief and afford the Director or Officer an opportunity to explain the alleged failure to disclose. 8.2 If, after hearing the response of the Director or Officer and making such further investigation as may be warranted in the circumstances, the Conflicts Committee determines that the member has in fact failed to disclose an actual or possible conflict of interest, it shall recommend to the Board of Directors appropriate disciplinary and corrective action. 8.3 The violation of this conflicts of interest policy is a serious matter and may constitute "cause" for removal or termination of a Director or Officer, or the termination of any contractual relationship the Corporation may have with an Interested Person or other party. 9. Records of Proceedings 9.1 The minutes of the Conflicts Committee shall contain: (a) The names of Directors and Officers found to have a material financial interest in connection with an actual or possible conflict of interest; the nature of the financial interest; any action taken to determine whether a conflict of interest was present; and the decision of the Conflicts Committee as to whether a conflict of interest in fact existed. (b) The names of the persons who were present for discussions and votes relating to the actual or potential conflict of interest; the content of the discussion; and a record of any votes taken in connection therewith. 9.2 In connection with a conflict of interest, the minutes of the Board or other Committee of the Board shall contain the names of the persons who were present for discussions and votes relating to the transaction or arrangement; the content of the discussion, including any alternatives to the proposed transaction or arrangement; and a record of any votes taken in connection therewith. 10. Compensation Committees A member of any Committee of the Board the jurisdiction of which includes compensation matters and who receives compensation from the Corporation for services is precluded from voting on matters pertaining to that member's compensation. 11. Annual Statements Each Director and Officer shall annually sign a statement which affirms that such person: (a) Has received a copy of the conflicts of interest policy; (b) Has read and understands the policy; (c) Has agreed to comply with the policy; and (d) Understands that the Corporation is a charitable organization and that in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes. 12. Periodic Reviews The Conflicts Committee shall periodically consider whether and how this Conflicts of Interest Policy should be revised or amended to better meet its objectives. In connection with any periodic review conducted by the Corporation to ensure that it operates in a manner consistent with its charitable purposes, the Conflicts Committee shall report on the matters referred to it and their resolution. Regards, Bruce Tonkin

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Possible solution to contention for deleted names
by Bruce Tonkin March 16, 2005

March 16, 2005

Hello All, At the ICANN meeting in Cape Town, a public workshop was held on the issue of contention for deleted names at the registry. At this workshop a range of speakers offered ideas for possible solutions to the problem. http://www.icann.org/meetings/capetown/icann-domainnames-workshop-01dec0 4.htm At the GNSO Council teleconference on 17 January 2005, the Council passed the following motion: "Whereas the high demand amongst registrars to register specific domain names that become available for re-registration at the registry has lead to unforeseen impact and strains on the registration infrastructure of gTLD registries and registrars. Whereas this affects the service level that registrars can provide to their customers and the meaning of ICANN accredited as it applies to registrars, Council resolves, to request the ICANN staff manager to write an issues report (as specified in annex A to the ICANN by-laws) on the "Problems caused by contention for domain names made available by a gTLD registry ", so that Council can subsequently decide if a policy development process would be appropriate." While ICANN has not had sufficient resources to provide this issues report yet, there has been further discussions amongst members of the registry and registrar community regarding a possible solution. Taking into account the feedback from the workshop in Cape Town, Verisign has a proposed solution for the .com registry which they are ready to share with the ICANN community prior to seeking approval from ICANN to implement the solution. Other registry operators may also wish to present possible solutions for their gtld registry. My question for the GNSO Council, is how to schedule time in Mar Del Plata to discuss this issue further within the GNSO community. The options include: - allocating time during a cross-constituency meeting on Monday 4 April (e.g during the 10:00 to 13:00 timeslot) - allocating time prior to the operating plan discussion on Monday 4 April (e.g from 16:00 to 17:00) - allocating time in the GNSO Public Forum on Wednesday 6 April (e.g during 08:30 to 10:00) All of the above may be appropriate as well. Members of the business users, ISPs, non-commercial, and IP constituency, may have a different set of questions, compared to members of the registrar constituency. A shorter presentation during the GNSO Public Forum would also allow for broader public input. I look forward to feedback on the best way to proceed during the Council call in just over 12 hours time. Regards, Bruce Tonkin

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Opportunity to interview Michael Palage during the GNSO Council meeting on 17 March 2005
by Bruce Tonkin March 16, 2005

March 16, 2005

Hello All, I have invited Michael Palage to make a statement to the GNSO Council during the meeting on 17 March 2005, and to respond to questions from the members of Council. Council members have a responsibility to ensure that the person they elect to the ICANN Board meets the selection criteria in the ICANN Bylaws: "In carrying out their responsibilities to fill Seats 9 through 14, the Supporting Organizations shall seek to ensure that the ICANN Board is composed of members that in the aggregate display diversity in geography, culture, skills, experience, and perspective, by applying the criteria set forth in Section 3 of this Article. At any given time, no two Directors selected by a Supporting Organization shall be citizens of the same country or of countries located in the same Geographic Region." Section 3. CRITERIA FOR SELECTION OF DIRECTORS ICANN Directors shall be: 1. Accomplished persons of integrity, objectivity, and intelligence, with reputations for sound judgment and open minds, and a demonstrated capacity for thoughtful group decision-making; 2. Persons with an understanding of ICANN's mission and the potential impact of ICANN decisions on the global Internet community, and committed to the success of ICANN; 3. Persons who will produce the broadest cultural and geographic diversity on the Board consistent with meeting the other criteria set forth in this Section; 4. Persons who, in the aggregate, have personal familiarity with the operation of gTLD registries and registrars; with ccTLD registries; with IP address registries; with Internet technical standards and protocols; with policy-development procedures, legal traditions, and the public interest; and with the broad range of business, individual, academic, and non-commercial users of the Internet; 5. Persons who are willing to serve as volunteers, without compensation other than the reimbursement of certain expenses; and 6. Persons who are able to work and communicate in written and spoken English. Section 4. ADDITIONAL QUALIFICATIONS 1. Notwithstanding anything herein to the contrary, no official of a national government or a multinational entity established by treaty or other agreement between national governments may serve as a Director. As used herein, the term "official" means a person (i) who holds an elective governmental office or (ii) who is employed by such government or multinational entity and whose primary function with such government or entity is to develop or influence governmental or public policies. 2. No person who serves in any capacity (including as a liaison) on any Supporting Organization Council shall simultaneously serve as a Director or liaison to the Board. If such a person accepts a nomination to be considered for selection by the Supporting Organization Council to be a Director, the person shall not, following such nomination, participate in any discussion of, or vote by, the Supporting Organization Council relating to the selection of Directors by the Council, until the Council has selected the full complement of Directors it is responsible for selecting. In the event that a person serving in any capacity on a Supporting Organization Council accepts a nomination to be considered for selection as a Director, the constituency group or other group or entity that selected the person may select a replacement for purposes of the Council's selection process. 3. Persons serving in any capacity on the Nominating Committee shall be ineligible for selection to positions on the Board as provided by Article VII, Section 8. Section 5. INTERNATIONAL REPRESENTATION In order to ensure broad international representation on the Board, the selection of Directors by the Nominating Committee and each Supporting Organization shall comply with all applicable diversity provisions of these Bylaws or of any Memorandum of Understanding referred to in these Bylaws concerning the Supporting Organization. One intent of these diversity provisions is to ensure that at all times each Geographic Region shall have at least one Director, and at all times no region shall have more than five Directors on the Board (not including the President). As used in these Bylaws, each of the following is considered to be a "Geographic Region": Europe; Asia/Australia/Pacific; Latin America/Caribbean islands; Africa; and North America. The specific countries included in each Geographic Region shall be determined by the Board, and this Section shall be reviewed by the Board from time to time (but at least every three years) to determine whether any change is appropriate, taking account of the evolution of the Internet. Section 6. DIRECTORS' CONFLICTS OF INTEREST The Board, through a committee designated for that purpose, shall require a statement from each Director not less frequently than once a year setting forth all business and other affiliations which relate in any way to the business and other affiliations of ICANN. Each Director shall be responsible for disclosing to ICANN any matter that could reasonably be considered to make such Director an "interested director" within the meaning of Section 5233 of the California Nonprofit Public Benefit Corporation Law ("CNPBCL"). In addition, each Director shall disclose to ICANN any relationship or other factor that could reasonably be considered to cause the Director to be considered to be an "interested person" within the meaning of Section 5227 of the CNPBCL. The Board shall adopt policies specifically addressing Director, Officer, and Supporting Organization conflicts of interest. No Director shall vote on any matter in which he or she has a material and direct financial interest that would be affected by the outcome of the vote. Section 7. DUTIES OF DIRECTORS Directors shall serve as individuals who have the duty to act in what they reasonably believe are the best interests of ICANN and not as representatives of the entity that selected them, their employers, or any other organizations or constituencies. Regards, Bruce Tonkin

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