Dear All, FYI Adopted Board Resolutions | Sydney, Australia 26 June 2009 1. Consent Agenda<http://www.icann.org/en/minutes/resolutions-26jun09.htm#1> 1.1. Designation of Seoul Meeting as Annual General Meeting<http://www.icann.org/en/minutes/resolutions-26jun09.htm#1.1> 1.2. Approval of Charter of Community-wide Working Group to Review the Structure of ICANN's Present Geographic Regions<http://www.icann.org/en/minutes/resolutions-26jun09.htm#1.2> 1.3. Approval of Board Governance Committee's Recommendation of Board Committee and Leadership Selection Procedures<http://www.icann.org/en/minutes/resolutions-26jun09.htm#1.3> 1.4. Approval of Board Governance Committee's Recommendation on Committee Membership<http://www.icann.org/en/minutes/resolutions-26jun09.htm#1.4> 1.5. Approval of Composition of the ccNSO Review Working Group<http://www.icann.org/en/minutes/resolutions-26jun09.htm#1.5> 1.6. Allocation Process for Single, Two, and Select Three-Character Domain Names in Dot-Pro, Including Proposed Contract Amendment<http://www.icann.org/en/minutes/resolutions-26jun09.htm#1.6> 1.7. Receipt of the ICANN Plan for Enhancing Internet Security, Stability and Resiliency<http://www.icann.org/en/minutes/resolutions-26jun09.htm#1.7> 1.8. Acknowledgement of At-Large Summit Work<http://www.icann.org/en/minutes/resolutions-26jun09.htm#1.8> 1.9. Approval of Minutes<http://www.icann.org/en/minutes/resolutions-26jun09.htm#1.9> 2. GNSO Improvements - Stakeholder Group Charters and Draft Bylaws Amendments<http://www.icann.org/en/minutes/resolutions-26jun09.htm#2> 3. GNSO Improvements - Proposed GNSO Constituency Applications<http://www.icann.org/en/minutes/resolutions-26jun09.htm#3> 4. Adoption of the FY10 Operating Plan and Budget<http://www.icann.org/en/minutes/resolutions-26jun09.htm#4> 5. Approval of SSAC Appointments<http://www.icann.org/en/minutes/resolutions-26jun09.htm#5> 6. Display and usage of Internationalized Registration Data<http://www.icann.org/en/minutes/resolutions-26jun09.htm#6> 7. Prohibition of Redirection and Synthesized DNS Responses by TLDs<http://www.icann.org/en/minutes/resolutions-26jun09.htm#7> 8. President's Strategy Committee's Recommendations on Improving Institutional Confidence: The Way Forward<http://www.icann.org/en/minutes/resolutions-26jun09.htm#8> 9. Thanks to the Implementation Recommendations Team<http://www.icann.org/en/minutes/resolutions-26jun09.htm#9> 10. Update on New gTLD Process<http://www.icann.org/en/minutes/resolutions-26jun09.htm#10> 11. Posting of Proposed Amendments to Bylaws Provisions on Structural Improvements<http://www.icann.org/en/minutes/resolutions-26jun09.htm#11> 12. ALAC Review Working Group's Final Report<http://www.icann.org/en/minutes/resolutions-26jun09.htm#12> 13. Board Response to Discussions arising from Sydney Meeting<http://www.icann.org/en/minutes/resolutions-26jun09.htm#13> 14. Other Business<http://www.icann.org/en/minutes/resolutions-26jun09.htm#14> 15. CEO Selection Committee Charter<http://www.icann.org/en/minutes/resolutions-26jun09.htm#15> 16. Election of Rod Beckstrom as ICANN's President and CEO<http://www.icann.org/en/minutes/resolutions-26jun09.htm#16> 17. Appointment of Dr. Paul Twomey as ICANN's Senior President<http://www.icann.org/en/minutes/resolutions-26jun09.htm#17> 18. Thanks to Dr. Paul Twomey<http://www.icann.org/en/minutes/resolutions-26jun09.htm#18> 19. Thanks to Staff, Scribes, and Event Teams<http://www.icann.org/en/minutes/resolutions-26jun09.htm#19> 20. Thanks to Sponsors<http://www.icann.org/en/minutes/resolutions-26jun09.htm#20> 21. Thanks to Community<http://www.icann.org/en/minutes/resolutions-26jun09.htm#21> 22. Thanks to Australian Government and Local Hosts<http://www.icann.org/en/minutes/resolutions-26jun09.htm#22> 1. Consent Agenda Resolved (2009.06.26.__), the following consent agenda resolutions are hereby approved: 1.1. Designation of Seoul Meeting as Annual General Meeting Whereas, ICANN Bylaws Article VI, Section 13, requires that each annual meeting for ICANN be held at the principal office of ICANN, or any other appropriate place of the ICANN Board's time and choosing, provided such annual meeting is held within 14 months of the immediately preceding annual meeting. Whereas, the ICANN Board will be meeting in Seoul, Korea on 30 October 2009. Whereas, the Board desires to designate its meeting on 30 October 2009 as the 2009 Annual Meeting for ICANN. Resolved (2009.06.26__), the Board designates the 30 October 2009 meeting in Seoul, Korea as the 2009 Annual Meeting for ICANN. 1.2. Approval of Charter of Community-wide Working Group to Review the Structure of ICANN's Present Geographic Regions. Whereas, the community-wide Geographic Regions Review Working Group was formed by the Board to study and review the issues related to the definition of the ICANN Geographic Regions, consult with all stakeholders, and submit proposals for community and Board consideration relating to the current definition of the ICANN Geographic Regions. Whereas, the Working Group comprised of representatives of the ALAC, ccNSO, GAC and GNSO developed a proposed charter to govern its work and the public comment forum produced comments generally supporting the charter and its work plans. Whereas, the Working Group has addressed Board member requests to modify the original draft charter to ensure that the document clearly reflects the opportunity for full community participation in the effort and representatives of the NRO (acting for the ASO) have now also joined the effort. Resolved (2009.06.26.__), the proposed charter of the Geographic Regions Working Group Version 4.5 dated 8 June 2009 is approved. 1.3. Approval of Board Governance Committee's Recommendation of Board Committee and Leadership Selection Procedures. Whereas, the Board adopted the current Board Governance Committee Procedures for Board Nominations on 2 June 2003. Whereas, according to Paragraph 1.C. of its Charter, the Board Governance Committee has the responsibility for creating and recommending to the full Board for approval a slate of nominees for Board Chair, Board Vice Chair, and chairmanship and membership of each Board Committee, including filling any vacancies which may occur in these positions during the year. Whereas, the Board Governance Committee has reviewed and revised the previously adopted Board Governance Committee Procedures for Board Nominations. Resolved (2009.06.26.__), the revised Board Committee and Leadership Selection Procedures are approved. 1.4. Approval of Board Governance Committee's Recommendation on Committee Membership Whereas, the Board Governance Committee has recommended the following membership of the Board Committees due to changes to the Board membership. Resolved (2009.06.26.__), the membership of the following Board Committees, with Board Directors as voting members and Board liaisons as non-voting members, be established as follows: Audit Committee: Harald Tveit Alvestrand, Steve Crocker, and Rita Rodin Johnston (Chair). Board Governance Committee: Harald Tveit Alvestrand, Steve Goldstein, Dennis Jennings (Chair), Ram Mohan, Raymond Plzak, and Rita Rodin Johnston. Compensation Committee: Peter Dengate Thrush (Chair), Steve Goldstein, Rajasekhar Ramaraj, and Bruce Tonkin. Executive Committee: Board Chairman Peter Dengate Thrush (Chair), and Board Vice-Chairman Roberto Gaetano, and the President ex officio. Finance Committee: Raimundo Beca, Steve Crocker, Dennis Jennings, Rajasekhar Ramaraj (Chair), and Bruce Tonkin (as observer). IANA Committee: Harald Tveit Alvestrand (Chair), Raimundo Beca, Steve Crocker, Thomas Narten, Katim Touray, and Suzanne Woolf. Public Participation Committee: Dennis Jennings, Thomas Narten, Thomas Roessler, Mike Silber, Jean-Jacques Subrenat (Chair), and Katim Touray. Risk Committee: Steve Crocker, Steve Goldstein, Raymond Plzak, Rajasekhar Ramaraj, Wendy Seltzer, and Bruce Tonkin (Chair). Structural Improvements Committee: Raimundo Beca, Roberto Gaetano (Chair), Rita Rodin Johnston, Mike Silber, and Jean-Jacques Subrenat. 1.5. Approval of Composition of the ccNSO Review Working Group Whereas, the Structural Improvements Committee has recommended the composition of the ccNSO Review Working Group. Resolved (2009.06.26.__), the following composition of the ccNSO Review Working Group is approved: Jean-Jacques Subrenat (Chair), Vittorio Bertola, Demi Getschko, Ram Mohan, and Alejandro Pisanty. 1.6. Allocation Process for Single, Two, and Select Three-Character Domain Names in Dot-Pro, Including Proposed Contract Amendment Whereas, RegistryPro has submitted a request pursuant to ICANN's Registry Services Evaluation Policy to amend the dot-pro Registry Agreement to permit a phased allocation program for single, two and select three-character domain names. Whereas, the proposed release of single, two and select three-character domain names in .PRO would be consistent with the recommendations of the GNSO Reserved Names Working Group and other approvals to permit the release of single, two and three-character domain names. Whereas, ICANN has evaluated the proposed amendments to the .PRO Registry Agreement as new registry services pursuant to the Registry Services Evaluation Policy and has posted amendments for public comment and Board approval <http://www.icann.org/registries/rsep/>. Whereas, the amendment grants a limited exception to price caps for the RFP or auction of single, two and select three-character domain names in .PRO. Resolved (2009.06.26.__), the .PRO amendments are approved, and the President and General Counsel are authorized to take such actions as appropriate to implement the amendments. 1.7. Receipt of the ICANN Plan for Enhancing Internet Security, Stability and Resiliency Whereas, ICANN's Plan for Enhancing Internet Security, Stability and Resiliency has been posted for public comment from 21 May 2009 to 19 June 2009. Whereas, a final Plan for Enhancing Internet Security, Stability and Resiliency has been prepared and is available at <http://www.icann.org/en/topics/ssr/ssr-final-plan-25jun09-en.pdf>. Resolved (2009.06.26.__), the ICANN Board acknowledges receipt of the ICANN Plan for Enhancing Internet Security, Stability and Resiliency. 1.8. Acknowledgement of At-Large Summit Work Whereas, the At-Large Summit was held at the Mexico City ICANN meeting in March 2009. Whereas, the Board has received the Final Declaration of the At-Large Summit <http://www.atlarge.icann.org/files/atlarge/correspondence-05mar09-en.pdf>. Whereas, the Community has continued the Summit's spirit of engagement and enthusiasm through a set of follow-up activities. Resolved (2009.06.26.__), the Board accepts receipt of the Final Declaration of the At-Large Summit and extends its congratulations on the successful Summit held in Mexico City. 1.9. Approval of Minutes Resolved (2009.06.26.__), the Minutes of the Special Board Meeting of 21 May 2009 [URL] are hereby approved. 2. GNSO Improvements - Stakeholder Group Charters and Draft Bylaws Amendments Whereas, the Board determined at its May 2009 meeting that the proposed charters for four new GNSO Stakeholder Groups require revisions to ensure equitable participation and representation by new constituencies. Whereas, the Structural Improvements Committee (SIC) has made revisions to the various charter documents and shared them with proponents of each Stakeholder Group. Resolved (2009.06.26.__), the Board directs the SIC to continue working with the community and Stakeholder Group proponents to (a) ensure that the proposed Stakeholder Group Charters are appropriately revised to meet the Board's vision for the GNSO improvements and restructuring initiative, and (b) ensure that the Board will have four Stakeholder Group Charters ready for Board action at its July 2009 meeting. Resolved (2009.06.26.__), that in recognition of the additional time required to engage with the community on new Stakeholder Group Charters, the Board hereby postpones the seating of the new GNSO Council until the ICANN meeting in Seoul, South Korea in October 2009. Resolved (2009.06.26.__), in order to ensure that this new goal can be achieved, ICANN Staff is directed to post for public comment draft Bylaws amendments regarding restructuring that have been developed by the GNSO community so that the Board can take action on them at its July meeting. 3. GNSO Improvements - Proposed GNSO Constituency Applications Whereas, the Board has received petitions for the formation of four new GNSO Constituencies, and these submissions are the first formal requests for new constituencies in nearly a decade. Whereas, public comment forums for three of these proposals for new GNSO constituencies have concluded and a fourth forum is ongoing. Whereas, the Board would like to expeditiously decide on the pending petitions. Whereas, the Board is pleased with the response of the community in organizing these four prospective new Constituencies and in completing the various notifications, petitions, and charter documents designed to formally seek Board recognition and approval. Resolved (2009.06.26.__), the Board directs the Structural Improvements Committee and the ICANN Staff to continue with due diligence efforts, working with the Constituency proponents to (a) clarify certain organizational, membership and process issues raised by the community, (b) evaluate whether the proposals meet the Bylaws criteria for new GNSO Constituencies, and (c) make recommendations to the Board with on appropriate actions regarding the proposed Constituencies as soon as practicable. 4. Adoption of the FY10 Operating Plan and Budget Whereas, the FY10 Operating Plan and Budget Framework for fiscal year ending 30 June 2010 was presented at the Mexico City ICANN meeting and was posted in February 2009 for community consultation <http://www.icann.org/en/announcements/announcement-2-17feb09-en.htm>. Whereas, community consultations were held to discuss and obtain feedback on the Initial Framework. Whereas, the draft FY10 Operating Plan and Budget was posted for public comment in accordance with the Bylaws on 17 May 2009 based upon the FY10 Operating Plan and Budget framework, community consultation, and consultations with the Board Finance Committee <http://www.icann.org/en/financials/fiscal-30jun10.htm>. Whereas, ICANN has actively solicited community feedback and consultation with ICANN's constituencies <http://www.icann.org/en/public-comment/public-comment-200906.html#draft-opplan-budget<http://www.icann.org/en/public-comment/public-comment-200906.html#draft-opplan-budget>>. Whereas, the ICANN Board Finance Committee has discussed, and guided staff on, the FY10 Operating Plan and Budget at each of its regularly scheduled monthly meetings. Whereas, the ICANN Board Finance Committee met in Sydney on 20 June 2009 to discuss the FY10 Operating Plan and Budget, and recommended that the Board adopt the FY10 Operating Plan and Budget. Whereas, the President has advised that the FY10 Operating Plan and Budget reflects the work of staff and community to identify the plan of activities, the expected revenue, and resources necessary to be spent in fiscal year ending 30 June 2010. Resolved (2009.06.26.__), the Board adopts the Fiscal Year 2009-2010 Operating Plan and Budget <http://www.icann.org/en/financials/fiscal-30jun10.htm>. 5. Approval of SSAC Appointments Whereas, SSAC does review its membership and make adjustments from time to time. Resolved (2009.06.26.__), the Board appoints the individuals identified below to the Security and Stability Advisory Committee (SSAC). Harald Alvestrand Roy Arends Steve Conte Robert Guerra Duncan Hart Jeremy Hitchcock Warren Kumari Matt Larson Douglas Maughan Christophe Reverd John Schnizlein Dan Simon Stefano Trumpy Patrick Vande Walle Richard Wilhelm Whereas, Mike St. Johns was appointed to the ICANN Security and Stability Advisory Committee on December 5, 2004. Whereas, ICANN wishes to acknowledge and thank Mike St. Johns for his service to the community by membership on the Security and Stability Advisory Committee. Resolved (2009.06.26.__), Mike St. Johns has earned the deep appreciation of the Board for his service to ICANN by his membership on the SSAC, and that the Board wishes Mr. St. Johns well in all future endeavours. 6. Display and Usage of Internationalized Registration Data Whereas, ICANN has been working towards the introduction of Internationalized Domain Names (IDN) with the gTLD and ccTLD communities. Whereas, support for characters from local languages in domain name registration submission and display is an issue that affects many communities across the GNSO, CCNSO, ALAC and GAC. Whereas, while standard formats are defined for domain labels, no standard format is required for elements of a domain name registration record (Registration Data), such as contact information, host names, sponsoring registrar and domain name status. Whereas, members of the community with knowledge and expertise in these areas have identified topics of inquiry in the display and usage of internationalized Registration Data, including applications and Internet user experience, data reliability, accuracy and operational issues, and security and standardization issues. See: SAC037 "Display and usage of Internationalized Registration Data" (21 April 2009) <http://www.icann.org/committees/security/sac037.pdf>; SAC033 "Domain Name Registration Records and Directory Services" (22 July 2008) <http://www.icann.org/committees/security/sac033.pdf>; SAC027 "Comment to GNSO regarding WHOIS Studies" (7 February 2008) <http://www.icann.org/committees/security/sac027.pdf>. Whereas, the Board recognizes that discussion and resolution of these issues would be beneficial to the introduction of Internationalized Domain Names. Resolved (2009.06.26.__), the Board requests that the GNSO and SSAC, in consultation with staff, convene an Internationalized Registration Data Working Group comprised of individuals with knowledge, expertise, and experience in these areas to study the feasibility and suitability of introducing display specifications to deal with the internationalization of Registration Data. The Board directs the Internationalized Registration Data Working Group to solicit input from interested constituencies including ccTLD operators and the CCNSO during its discussions to ensure broad community input. The Board further directs staff to provide a dedicated staff person and additional staff resources as staff determines to facilitate the work of the Internationalized Registration Data Working Group. 7. Prohibition of Redirection and Synthesized DNS Responses by TLDs Whereas, on 10 June 2009, the Security and Stability Advisory Committee (SSAC) has forwarded an advisory which determines that the redirection and synthesizing of DNS responses by TLDs poses a clear and significant danger to the security and stability of the domain name system. Whereas, the topic of redirection and synthesizing of DNS responses by TLDs and TLD operators has been studied by members of the community with knowledge and expertise in this area. See: SAC032 "Preliminary Report on DNS Response Modification" (20 June 2008) <http://www.icann.org/committees/security/sac032.pdf>; RSTEP "Search.Travel RSTEP Report" (2 November 2006) <http://www.icann.org/registries/rsep/tralliance_report.pdf>; SAC015 "Why Top Level Domains Should Not Use Wildcard Resource Records" (10 November 2006) <http://www.icann.org/committees/security/sac015.htm>; SAC006 "Redirection in the COM and NET domains" (9 July 2004) <http://www.icann.org/committees/security/ssac-report-09jul04.pdf>. Whereas, the Board recognizes that resolution of these issues would be beneficial to the security and stability of the Domain Name System. Resolved (2009.06.26.__), that new TLDs, including ASCII and IDN gTLDs and IDN ccTLDs, should not use DNS redirection and synthesized DNS responses. Staff is directed to revise the relevant portions of the draft Applicant Guidebook to prohibit such redirection and synthesis at the top-level for new gTLDs, and to take all available steps with existing gTLDs to prohibit such use. Resolved (2009.06.26.__), the Board further directs staff to communicate and disseminate in July 2009 the concerns regarding harm caused by the redirection and synthesizing of DNS responses with appropriate parties, including the ccNSO, ccTLD operators and the GAC, who might be able to ensure measures are taken to assure the integrity of error responses as well as name resolution for ccTLDs. Resolved (2009.06.26.__), the Board requests that the ccNSO provide a report on mechanisms that could be employed to ensure that redirection and synthesis at the top level is effectively prohibited. Resolved (2009.06.26.__), the Board invites the GAC to consider what measures could be taken to alleviate harm that can be caused by redirection and synthesis of DNS responses at the top level. 8. President's Strategy Committee's Recommendations on Improving Institutional Confidence: The Way Forward Whereas, the President's Strategy Committee ("PSC") was established in 2006 to advise the President and the Board on strategic issues facing ICANN. Whereas, during the Midterm Review by the National Telecommunications and Information Administration in February 2008 of the Joint Project Agreement, the PSC was identified by ICANN's Chairman, Peter Dengate Thrush, as the group to facilitate discussions with the community about the issues raised regarding ICANN's planned transition to the private sector. Whereas, the PSC was asked to outline a plan for developing a transition framework. Whereas, the PSC conducted several public meetings around the world and ran two online consultations on successive drafts of its documents. Whereas, the PSC delivered a draft Implementation Plan on Improving Institutional Confidence to the Board at ICANN's Mexico City meeting in March 2009. Whereas, at the Board meeting on 6 March 2009, the Board thanked the PSC for its work and posted the report for public comment for 60 days. Whereas, the Board resolution also directed staff to evaluate implementation of the proposals and report its findings to the Board. Whereas, "Improving Institutional Confidence: The Way Forward," a set of proposed staff implementation recommendations was published on 1 June 2009 <http://www.icann.org/en/announcements/announcement-2-01jun09-en.htm> for community review. Whereas, a range of community feedback has been received throughout the Sydney ICANN meeting. Whereas, the Governmental Advisory Committee has proposed a joint Board-GAC working group to initiate a process to consider the role of the GAC within ICANN. Whereas, the Board has reviewed the recommendations mentioned below from the PSC and considered the public input offered on the recommendations, the consequent staff recommendations and the GAC communiqué of the Sydney meeting. Resolved (2009.06.26.__), the Board resolves to: Establish a Board-GAC joint working group to review the GAC's role within ICANN and ask this working group to also engage the ICANN community in a fully consultative process on GAC's role within ICANN. ("Improving Institutional Confidence: The Way Forward," Appendix A, Recommendation 1.6) Invite the GAC to nominate a Co-Chair of the joint working group, and request the BGC to nominate five directors, one of whom to serve as Co-Chair, to serve on the joint working group by 31 July 2009. Request the Board-GAC joint working group to consider measures to enhance support of the GAC's work, including interpretation of meetings, translation of documents, extension of travel support for GAC members from the Least Developed Countries, and remote participation at GAC meetings. (1.6.1, 1.6.3) Request the Board-GAC joint working group to propose better ways for governments to be informed about ICANN and for enhanced opportunities for the GAC to meet with the ICANN Board and community. (1.6.2) Approve staff working with the leadership of the SOs and ACs to establish guidance on disclosing and handling conflicts of interest across the SOs and ACs. (1.13.1) Task staff to explore further improvements in coordination and potentially increased cross-participation between SOs and ACs, especially during the issue-identification stage of a new policy initiative. (1.13.4) Task the CEO to develop a staff code of conduct. (1.14.1) Task the staff to develop procedures and guidelines for implementing the practice of producing executive summaries of all substantive, published documents. (2.5.1) Continue progress towards attaining operational management excellence, including in revenue and expense planning and management, strategic and operational planning, and accountability for operational and financial results. (4.3.1, 4.3.2, 4.6, 4.6.1, 4.6.2) Resolved (2009.06.26.__), that the following proposals, including the possible Bylaws amendments proposed in the "Improving Institutional Confidence: The Way Forward" report, be posted for 60 days for public comment: Establishment of a special mechanism for the community to require the Board to re-examine a Board decision, invoked by a two-thirds majority vote of two-thirds of the Councils of all Supporting Organizations and two-thirds of members of all the Advisory Committees. Establishment of a new independent review body with powers to review the exercise of decision-making powers of the ICANN Board under three general rubrics of fairness, fidelity and rationality. The Board encourages active community consideration and comment on these proposals, including by legal experts on judicial review mechanisms and including enhancements of these PSC proposals. Further, the Board directs staff to commission input by independent experts on the proposal for a new independent review body. 9. Thanks to the Implementation Recommendations Team Whereas, trademark protection has been identified by the community as a significant issue in the introduction of new gTLDs. Whereas, the Board resolved in March 2009 to convene an Implementation Recommendations Team (IRT) comprised of an internationally diverse group of persons with knowledge, expertise, and experience in the fields of trademark, consumer protection, or competition law, and the interplay of trademarks and the domain name system to develop and propose solutions to the overarching issue of trademark protection in connection with the introduction of new gTLDs. Whereas, the Board further requested that the IRT (i) distribute its draft report by 24 April 2009 to interested members of the community for comment, and (ii) produce a final report to be published no later than 24 May 2009 for consideration by the ICANN community at the Sydney meeting. Whereas, the IRT has devoted considerable time, effort, and dedication to meeting this request, and has delivered a draft and a comprehensive final report. Resolved (2009.06.26.__), the Board thanks the members of their IRT for their intensive engagement on these issues and their detailed and articulate proposals. 10. Update on New gTLD Process Whereas, staff has posted additional memoranda and updated guidebook excerpts for public comment <http://icann.org/en/topics/new-gtlds/comments-e-en.htm<http://www.icann.org/en/topics/new-gtlds/comments-e-en.htm>>. Whereas, discussions have continued here in Sydney, and whereas the public comment period on these documents is open through 20 July 2009. Resolved (2009.06.26.__), the Board thanks the community for their constructive and helpful feedback and requests all interested parties to submit comments prior to the close of the comment period. Resolved (2009.06.26.__), the Board directs the staff to continue its implementation work on new gTLDs, with due consideration of all inputs, and to produce a revised Draft Applicant Guidebook and a comprehensive set of implementation documents for public comment and discussion prior to the ICANN meeting in Seoul. 11. Posting of Proposed Amendments to Bylaws Provisions on Structural Improvements Whereas, Article IV, Section 4 of the Bylaws governs the ICANN organizational review processes. Whereas, the current cycle of three years between structural reviews has to proven to be impractical, the Board has determined that five years between cycles, if feasible, would be more practical. Whereas, the Structural Improvements Committee has the responsibility for "[r]eviewing, and suggesting changes as warranted to, ICANN's policies and processes governing organizational review." Whereas, the Structural Improvements Committee, based on lessons learned during the first cycle of organizational reviews of key structures of ICANN, has agreed that modifications are needed to Article IV, Section 4 of the Bylaws. Whereas, the Structural Improvements Committee recommends that the Board direct staff to post proposed revisions to Article IV, Section 4 of the Bylaws for public comment. Resolved (2009.06.26.__), the Board directs staff to post for public comment a set of proposed revisions [URL] to Article IV, Section 4 of the Bylaws. 12. ALAC Review Working Group's Final Report Whereas, at its 20 June 2009 meeting, the Board's Structural Improvements Committee approved the ALAC Review Working Group's Final Report <http://www.icann.org/en/announcements/announcement-10jun09-en.htm>. Whereas, the report's recommended allocation of two voting Directors to At-Large requires consideration of alternative options and recommendations arising out of the Board review process to reduce the size of the Board and reconsider the size and composition of the Nominating Committee. Whereas, the other recommendations formulated by the ALAC Review Working Group can move to the implementation phase, as noted by the SIC. Resolved (2009.06.26.__), the final report of the ALAC Review Working Group is received by the Board, and the Working Group Chair and its Members are thanked for their work. Resolved (2009.06.26.__), the Board directs ICANN Staff to assist the At-Large community in developing a proposed implementation plan and timeline for the recommendations in the report (except for the recommendation to provide At-Large with voting seats, which will be discussed by the Board at its next meeting). These plans and timeline should be submitted to the Structural Improvements Committee for review and Board approval. 13. Board Response to Discussions arising from Sydney Meeting Timing of the release of New gTLDs and IDN ccTLDs Process going forward with the IRT Process going forward with registry-registrar separation 14. Other Business 15. CEO Selection Committee Charter Whereas, Dr. Paul Twomey announced at ICANN's meetings in Mexico City that he would step down as President and CEO of ICANN on 1 July 2009. Whereas, under Bylaws Article XIII, the Board is responsible for selecting a new President and CEO. Whereas, in accordance with Bylaws Article XII, the Board has established a CEO Selection Committee for the purpose of reviewing candidates and recommending the selection of a new President and CEO. Whereas, the Board has slated Board members Harald Tveit Alvestrand, Peter Dengate Thrush (Chair), Dennis Jennings, Rita Rodin Johnston and Rajasekhar Ramaraj to serve as members of the CEO Selection Committee. Whereas, the CEO Selection Committee has drafted a CEO Selection Committee Charter [URL]. Resolved (2009.06.26.__), the Board confirms the charter of the CEO Selection Committee. 16. Election of Rod A. Beckstrom as ICANN's President and CEO Whereas, Dr. Paul Twomey will step down as President and CEO of ICANN at 12 noon California time (19:00 UTC) on 1 July 2009. Whereas, in order to conduct a search for a new President and CEO, the Board established a CEO Selection Committee consisting of five Board members. Whereas, a description of the position of ICANN CEO was posted on the ICANN website on 31 March 2009 <http://icann.org/en/careers/ceo-31mar09-en.htm<http://www.icann.org/en/careers/ceo-31mar09-en.htm>>. Whereas, the CEO Selection Committee engaged Egon Zehnder, an international executive search firm, to identify candidates for the CEO position. Whereas, the executive search firm conducted a detailed, thorough and global search for a CEO candidate, and identified numerous candidates for the CEO Selection Committee to consider. Whereas, the CEO Selection Committee carefully considered the qualifications of all identified candidates and chose a number to interview at length. Whereas, after lengthy interviews and deliberations, the CEO Selection Committee identified Rod A. Beckstrom as the leading candidate for the CEO position. Whereas, the Board and executive management team had the opportunity to interview Rod A. Beckstrom. Whereas, the Board finds that Rod A. Beckstrom possesses the leadership, political, technical and management skills necessary to lead ICANN as President and CEO. Whereas, the CEO Selection Committee, the Compensation Committee, and the Chairman of the Board have recommended that Rod A. Beckstrom be elected President and CEO. Resolved (2009.06.26.__), effective 12 noon California time (19:00 UTC) on 1 July 2009, and contingent upon the execution of an agreement based on terms that have been approved by the Board, Rod A. Beckstrom is elected as President and Chief Executive Officer, to serve at the pleasure of the Board and in accordance with the Bylaws of the Corporation, and shall hold his office until his resignation, removal, or other disqualification from service, or until his successor shall be elected and qualified. Resolved (2009.06.26.__), ICANN's Chairman and its General Counsel are authorized to finalize an employment agreement with Rod A. Beckstrom, and ICANN's Chairman is authorized to execute that employment agreement on behalf of ICANN. Resolved (2009.06.26.__), the Board wishes to thank Egon Zehnder for its assistance with the CEO search process. 17. Appointment of Dr. Paul Twomey as ICANN's Senior President Whereas, Dr. Paul Twomey announced at ICANN's meetings in Mexico City that he would step down as President and CEO of ICANN on 1 July 2009. Whereas, Dr. Twomey has agreed to stay on with ICANN through the end of the year in the role of Senior President in order to facilitate the transition to the new CEO. Resolved (2009.06.26.__), the Board approves the terms of the agreement for Dr. Twomey's services as Senior President. Resolved (2009.06.26.__), the Board appoints Dr. Paul Twomey as ICANN's Senior President pursuant to the terms of his agreement with ICANN for a term from 1 July 2009 to 1 January 2010. 18. Thanks to Dr. Paul Twomey Whereas, Paul Twomey was selected as ICANN's CEO, starting service in March 2003. Whereas, Paul's service to the ICANN community and the internet started with his sending the only formal written response by a government to the U.S. 1997 Green Paper, and with Joe Sims, proposing a committee for governments during discussion of the new organization. Whereas, Paul served as the first Chair of the Governmental Advisory Committee, serving two terms, during which time the GAC Operating Principles were adopted, the UDRP was established, the WIPO review was undertaken, and he oversaw the GAC response to the Evolution and Reform process. Whereas, under Paul's tenure as CEO, ICANN has grown in maturity from one office, twenty three staff from four nations and a budget of $6.9 million to four offices, 108 staff from twenty-one nations, and a budget of $63.6 million. Whereas, as CEO, Paul has chaired the President's IDN advisory committee, the President's Privacy Committee, the President's Strategy Committee and served as a member of the Board's Executive Committee. Whereas, ICANN's formal ties with the community under Paul's tenure were strengthened by the accrediting of 873 new registrars, the signing of 59 ccTLD agreements and seven global partnership MOUs, the establishment of the ccNSO now with 93 members, and the signing of the Memorandum of Understanding with the NRO and the Regional Internet Registries establishing the Address Supporting Organization. Whereas, Paul as CEO successfully promoted the concept of multi-stakeholder coordination of Internet governance and presented the position of ICANN within the World Summit on Information Society. Whereas, Paul's work as CEO has included negotiation of the 2003 Memorandum of Understanding and the 2006 Joint Project Agreement with the U.S. Department of Commerce; oversight of ICANN's preparation to support DNSSEC, including a signed root; establishment of ICANN's Strategic and Operational Planning process, the Regional At-Large Organizations, the fellowship program, staff functions in Security, Stability and Resiliency; implementation of inter-register transfer policy and redemption grace policy in gTLD contracts, as well as changes to address domain name tasting abuses in the Add Grace Period; expansion of L-Root resources and UDRP providers; and the staff response to failed registrars and to SiteFinder. Whereas, as on behalf of ICANN, Paul has participated in eighty-one board meetings, two regional meetings, thirty-three public meetings, and Paul has worked with fifty-four different board members and liaisons. Whereas, Paul has dedicated tens of thousands of hours and over a million miles in air travel to support ICANN, its community and constituents. Whereas, Paul's family has supported him with years of loving patience and encouragement for passion for ICANN and its mission, most particularly his daughter, Heloise. Whereas, Paul has contributed enormously to the success of the ICANN concept of a global multistakeholder organization. Whereas, Paul has demonstrated incredible patience, tactical and strategic skill in pursuit of ICANN's objectives. Whereas, Paul has worked with unfailing good humor, intelligence, loyalty, and foresight. Whereas, Dr. Paul Twomey will complete his term as President and CEO of ICANN on 30 June 2009 following the ending of the Sydney meeting, Resolved, the ICANN board resolves that Paul has earned the appreciation of the board for his term of service, and the board wishes Dr. Twomey well in all future endeavors. Resolved, the Board requests that Paul Twomey be inducted as entry number 10 on the IANA Special People Numbers Registry (SPNR) <http://www.iana.org/assignments/special-registry/> as follows: Number Name 0 Reserved 1 Jon Postel 2 Joyce K Reynolds 3 Bob Braden 4 Louis Touton 5 Daniel Karrenberg 6 Stephen Crocker 7 Scott Bradner 8 Stephen Wolff 9 Vint G. Cerf 10 Paul Twomey 19. Thanks to Staff, Scribes, and Event Teams The Board expresses its appreciation to the scribes, the interpreters, and to the entire ICANN staff for their efforts in facilitating the smooth operation of the meeting. The Board also wishes to express its appreciation to VeriLAN Event Services, Inc. and TLS for their technical support. Special thanks are given to Steve Morgan, Production Manager, Kris Van Der Plas, Production Supervisor, and the entire TLS staff. The Board thanks Lillian Dew, Marie-Claire Henry, and Business Events Sydney. The Board would also like to thank Isabel Chechanski, Event Manager, Marjolein Aben, Director of Events, Alasdair France, F & B Operations Manager, Paul Hutton, General Manager, and all the event staff at the Hilton Sydney for their support and for this beautiful facility to hold this event. The Board also wishes to thank Sandra Fountain, Elise Murray, and all the support staff at Tradevent Registrations Pty Ltd. for their work. 20. Thanks to Sponsors The Board extends its thanks to all sponsors of this meeting: Telstra, Afilias Limited, NeuStar, Inc., VeriSign, Inc., Vocus Communications, China Internet Network Information Center (CNNIC), CORE Internet Council of Registrars, dotMobi, Big Room, Inc., Instra Corp., Interlink, Internet New Zealand, Inc., InternetX, IP MIRROR, Iron Mountain Digital, Maddocks, Minds + Machines, Public Interest Registry, RegistryASP, Anchor Systems Pty Ltd., DotAsia Organisation Limited, Blacknight Solutions, EuRid, Knipp Medien und Kommunikation GmbH (ironDNS), Marcaria.com, Domain.ME, NameAction, Inc., NameDrive, RegistryPro, Directi Internet Solutions Pvt. Ltd. d/b/a PublicDomainRegistry.com, and Zodiac Holdings Limited. The Board also wishes to thank Domaine.info for providing photography and filming for this meeting. 21. Thanks to Community Whereas, ICANN wishes to acknowledge the considerable energy and skills which members of the stakeholder community bring to the ICANN process. Whereas, in recognition of these contributions, ICANN wishes to acknowledge and thank members of the community when their terms of service end. Whereas, Victor Ciza from .BI, representing the African Region, and Olivier Guillard from .FR, representing the European region, have served on the ccNSO Council from its formation in June 2004. Whereas, Keith Drazek from .US has represented the North American region on the ccNSO since March 2006. Whereas, Victor Ciza, Olivier Guillard and Keith Drazek have concluded their terms as members of the ccNSO Council. Resolved, Victor Ciza, Olivier Guillard and Keith Drazek have earned the deep appreciation of the Board for their terms of service, and the Board wishes Mr. Ciza, Mr. Guillard and Mr. Drazek well in all future endeavors. 22. Thanks to Australian Government and Local Hosts The Board wishes to extend its thanks to the local host organizers, AusRegistry International and .au Domain Administration Ltd (auDA). The Board extends thanks to the Premier, and Minister for the Arts, Hon. Nathan Rees M.P., and the Federal Minister for Broadband, Communications and the Digital Economy, Senator the Hon. Stephen Conroy, for their support and participation during the meeting. The Board also thanks the New South Wales government for its financial support for the ICANN office in Sydney. The Board would also like to express its greatest gratitude to Chris Disspain, CEO and all the staff at .au Domain Administration Limited, and Adrian Kinderis, CEO, Tony Kirsch, Business Development Consultant, and all the staff at AusRegistry International Pty Ltd, who have put enormous dedication and hard work into making this meeting possible. Glen de Saint Géry GNSO Secretariat gnso.secretariat@gnso.icann.org http://gnso.icann.org