Attached please find the Cairo Adopted Board Resolutions on Friday 7 November 2009 1. Approval of BGC Recommendation regarding Board Committee Minutes 2. Update on GNSO Improvements Implementation 3. Single Letter Domains at the Second Level, including Proposed Contract Amendments for DotCoop and dotMobi 4. Approval of GNSO's Recommendations on Inter-Registrar Transfer Policy Clarifications 5. Approval of Site of June 2009 Asia/Pacific Meeting 6. Planning Status Report on At-Large Community Summit 7. Community-Wide Working Group to Review ICANN's Geographic Regions 8. President's Strategy Committee Update 9. Receipt of Reports from Board Committees 10. Board Response to Discussions Arising from Cairo Meeting 11. Independent Reviews Update 12. Registrar Accreditation Agreement Amendments Update 13. Discussion of IDN ccTLDs Associated with the ISO-3166 List "Fast Track" 14. Discussion of New gTLD RFP Draft 7 15. Other Business 16. Thanks to 2008 Nominating Committee 17. Thanks to Sponsors 18. Thanks to Local Hosts, Staff, Scribes, Interpreters, Event Teams, and Others 19. Thanks to Susan Crawford 20. Thanks to Steve Crocker 21. Thanks to Njeri Rionge 22. Thanks to Reinhard Scholl (Adjourn Tenth Annual Meeting & Convene Organizational Meeting) 1. Election of Board Chairman 2. Election of Board Vice-Chairman 3. Creation of New Board Committees 4. Appointment of Membership of New Board Committees 5. Appointment of Membership of Continuing Board Committees 6. Confirmation of Officers of ICANN 7. Other Business 1. Approval of BGC Recommendation regarding Board Committee Minutes Whereas, ICANN is committed to operating in an open and transparent manner. Whereas, the Board Governance Committee (BGC) has developed a recommended process for drafting and posting committee meeting minutes. The BGC recommended that within ten business days staff prepare detailed notes of each meeting that are to be used for internal purposes and only for Board access. Within two business days after each committee meeting, staff shall deliver to the committee (and make available to the full Board) a preliminary report, which shall include the general topics discussed during the meeting, the actions taken and the actions to be taken for future meetings. That preliminary report, once approved by the committee, shall become the minutes of the meeting, and shall be posted promptly on the committee's page on the ICANN website. Whereas, the BGC has recommended that the Board encourage all committees to follow such a process. Whereas, the Board agrees with the BGC's recommendation. Resolved (2008.11.07.01), ICANN Board committees shall draft and publish minutes in accordance with the procedure recommended above. 2. Update on GNSO Improvements Implementation (For discussion only.) 3. Single Letter Domains at the Second Level, including Proposed Contract Amendments for DotCoop and dotMobi Whereas, .COOP and .MOBI have submitted requests <http://www.icann.org/en/registries/rsep/> pursuant to ICANN's Registry Services Evaluation Policy to amend their registry agreements to permit the release of single-character second-level domains. Whereas, the proposed release of single-character domains in .COOP and .MOBI would be consistent with the recommendations of the GNSO Reserved Names Working Group. Whereas, ICANN has evaluated the proposed amendments to the DotCoop and dotMobi Sponsored gTLD Registry Agreements as new registry services pursuant to the Registry Services Evaluation Policy and has posted the amendments for public comment and Board approval (http://www.icann.org/registries/rsep/). Whereas, the Board concludes that the proposed amendments to allow the release of single-character names in the .COOP and .MOBI sponsored TLDs is limited to the unique circumstances of these TLDs, and the approval of these amendments does not establish a precedent that applies in all other circumstances. Resolved (2008.11.07.02), the .COOP amendment is approved, and the President and General Counsel are authorized to take such actions as appropriate to implement the amendment. Resolved (2008.11.07.03), the .MOBI amendment is approved, and the President and General Counsel are authorized to take such actions as appropriate to implement the amendment. 4. Approval of GNSO's Recommendations on Inter-Registrar Transfer Policy Clarifications Whereas, the Inter-Registrar Transfer Policy is an existing Consensus Policy which was implemented in 2004 and is currently under review by the GNSO. Whereas, on 4 September 2008, the GNSO Council adopted <http://gnso.icann.org/meetings/minutes-gnso-04sep08.shtml> a PDP Recommendation for modifying transfer denial reasons #8 and #9 in the Inter-Registrar Transfer Policy <http://gnso.icann.org/drafts/final-report-irt-policy-09apr08.pdf>. Whereas, on 16 October 2008, the GNSO Council changed the proposed new text in the PDP Recommendation for transfer denial reason #9 <http://gnso.icann.org/meetings/minutes-gnso-16oct08.shtml>, in response to public comments received. Whereas, the GNSO Council votes on 4 September and on 16 October regarding the PDP Recommendation both carried with supermajority support, i.e. by more than 2/3 of weighted votes in the Council. Whereas, the Recommendation, when implemented, will usefully clarify the two IRTP Denial Reasons covered, thereby enabling consistent application of these provisions to the advantage of all parties concerned. Resolved (2008.11.07.04), the Board adopts the GNSO Council's PDP Recommendation as a modification of the existing Inter-Registrar Transfer Policy and instructs ICANN staff to implement its provisions. 5. Approval of Site of June 2009 Asia/Pacific Meeting Whereas, the 35th ICANN Meeting is to be held in June 2009 in the Asia Pacific region. Whereas, the regional rotation was amended in 2007 and the Asia Pacific meeting was deferred due to logistical and budgetary considerations. Whereas, The Asia Pacific region is one of the most significant growth areas for the Internet. Whereas, the Board Finance Committee has recommended the adoption of the budget for the meeting in Sydney. Resolved (2008.11.07.05), the Board endorses Sydney, Australia as the location of the ICANN Asia Pacific Meeting to be held in June 2009, and adopts a budget for the meeting not to exceed US$1.973 million. Resolved (2008.11.07.06), the Board requests management and staff to explore adjusting the regional rotation to defer the European meeting in October 2009 and hold that meeting in Seoul, Korea. Resolved (2008.11.07.07), the Board requests management and staff to explore negotiating the cost of the Seoul meeting within a budget similar to that of the meeting in Sydney. 6. Planning Status Report on At-Large Community Summit (For Board discussion.) 7. Community-Wide Working Group to Review ICANN's Geographic Regions Whereas, the ccNSO raised issues regarding the assignment of territories to ICANN Geographic Regions and noted that any change to ICANN Geographic Regions could have widespread effect in ICANN. Subsequently, the ccNSO Council asked the ICANN Board to appoint a community-wide working group to review issues related to Geographic Regions, consult with all stakeholders, and submit proposed changes to the Board. Whereas, the Board asked for input from the ICANN community in November 2007 on the ccNSO Council's request for such a working group, and recently the ALAC, GNSO, and GAC have indicated their support for the appointment of a working group on this topic. Resolved (2008.11.07.08), the Board authorizes the formation of a community-wide working group 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. The Board requests that all interested Supporting Organizations and Advisory Committees nominate two individuals to serve on the working group, the composition of which the Board would like to approve at the December Board meeting. Resolved (2008.11.07.09), the Board requests the working group, as its first order of business, to draft and seek community input on a proposed charter, and submit the draft document for community review, and Board consideration and approval at the March 2009 Board meeting in Mexico City. In drafting the charter, the working group is directed to focus, but not limit, its work on the criteria for assigning countries, dependencies and recognized geopolitical entities to a Geographic Region, and to take into consideration the relevant ccNSO Board paper, the recent GNSO comments, and other community advice - including the GAC's original advice on the topic in 2000 <http://www.icann.org/en/committees/gac/communique-14jul00.htm>. Further, the Board directs ICANN Staff to support these efforts. 8. President's Strategy Committee Update (For discussion only.) 9. Receipt of Reports from Board Committees (For discussion only.) 10. Board Response to Discussions Arising from Cairo Meeting (For discussion only.) 11. Independent Reviews Update (Marco Lorenzoni to report.) 12. Registrar Accreditation Agreement Amendments Update (Kurt Pritz to report.) 13. Discussion of IDN ccTLDs Associated with the ISO-3166 List "Fast Track" (For discussion only.) 14. Discussion of New gTLD RFP Draft (Kurt Pritz to report.) 15. Other Business (N/A) 16. Thanks to 2008 Nominating Committee Whereas, on 11 September 2007, ICANN appointed Hagen Hultzsch as Chair of the Nominating Committee. Whereas, the 2008 Nominating Committee consisted of delegates from each of ICANN's constituencies and advisory bodies. Resolved (2008.11.07.10), the ICANN Board expresses its deep appreciation to Hagen Hultzsch and all of the members of the 2008 Nominating Committee for their dedication, hard work, and successful efforts. 17. Thanks to Sponsors The Board extends its thanks to all sponsors of this meeting: Telecom Egypt, Vodafone, Afilias Limited, LINKdotNET, NeuStar, Inc., TE Data, VeriSign, Inc., AfriNIC, AusRegistry, Safenames Ltd., China Internet Network Information Center (CNNIC), Core Internet Council of Registrars, Directi Internet Solutions Pvt. Ltd. d/b/a PublicDomainRegistry.com, EgyptAir, InternetX, Public Interest Registry, RegistryASP, CentralNic USA, Community DNS, EURid, ICANNWiki, and Iron Mountain Digital The Board also wishes to thank Domaine.info for providing photography and filming for this meeting. 18. Thanks to Local Hosts, Staff, Scribes, Interpreters, Event Teams, and Others The Board wishes to extend its thanks to the local host organizers, Ministry of Communications and Information Technology (MCIT) and National Telecommunication Regulatory Authority (NTRA). The Board extends special thanks to Dr. Tarek Kamel, Minister of Communication and Information Technology for his participation. The Board would also like to thank Manal Ismail, Director of International Technical Coordination at NTRA; Christine Arida, Director of Telecom Planning and Services at NTRA; and Nermine El-Saadany, Director of International Relations Division at NTRA; and both MCIT and NTRA staff. The Board expresses its appreciation to the scribes Laura Brewer, Teri Darrenougue, Jennifer Schuck, Charles Motter, and Susan Wollenweber, and to the entire ICANN staff for their efforts in facilitating the smooth operation of the meeting. The Board thanks Anne-Marie Greis, Samira Abdel Sayed, and the entire team of the interpreters for interpreting these meetings into Arabic, French, and Spanish. The Board also wishes to express its appreciation to VeriLan Events Services, Inc. for technical support, and Com Tech for their audio/visual support. Special thanks are given to Raed Eskander, Alber Nagib A. Malak, and Mohamed Ali. The Board would also like to thank Eman Hassan, Samar Aziz, Mohamed Abdallah and the event staff at the InterContinental Cairo CityStars for their support and for this beautiful facility to hold this event. 19. Thanks to Susan Crawford Whereas, Susan Crawford was appointed to the ICANN Board by the Nominating Committee, and started serving on 4 December 2005. Whereas, Susan has served the Board with considerable energy and skill, bringing her clarity of thinking and exposition to complex issues, and with considerable charm and good humor. She has served as chair of the ICANN Conflicts of Interest Committee, Meetings Committee and Reconsideration Committee, and as a member of the Board Governance and Compensation Committees, and has provided excellent insight, leadership and expertise in these roles. Whereas, Susan has served with great integrity and consistency to the Core Principles of ICANN. Whereas, Susan is concluding her service as a Director of the ICANN Board at this meeting in Cairo. Resolved (2008.11.07.11), the ICANN Board resolves that Susan Crawford has earned the deep appreciation of the Board for her term of service, and the Board wishes Ms. Crawford well in all future endeavors. 20. Thanks to Steve Crocker Whereas, Steve Crocker was appointed liaison to the ICANN Board on behalf of the Security and Stability Advisory Committee. He served in this roll from 2003 through the Annual General Meeting in 2008. Whereas, Steve has provided excellent insight, leadership and expertise in this role. Whereas, Steve has provided unique perspective to the Board on the security issues facing the internet. Whereas, Steve has provided valuable counsel on matters of policy that are the responsibility of the Board. Whereas, Steve Crocker has concluded his service as liaison on behalf of the Security and Stability Advisory Committee at the meeting in Cairo, and at the conclusion of this meeting will join the Board as a member selected by the Nominating Committee. Resolved (2008.11.07.12), the ICANN Board resolves that Steve Crocker has earned the deep appreciation of the Board for his service as liaison, and the Board wishes Steve well in his new role as Board member. 21. Thanks to Njeri Rionge Whereas, Njeri Rionge was appointed to the ICANN Board by the Nominating Committee and started serving on 26 June 2003. She was appointed to a second term, which started on 4 December 2005. Whereas, Njeri has served the Board with considerable energy and skill. She has served as Chair of the ICANN Audit Committee and as a member of the Board Governance, Conflicts of Interest, and Compensation Committees, and has provided excellent insight, leadership and expertise in these roles. Whereas, Njeri is concluding her service as a Director of the ICANN Board at this Cairo meeting. Resolved (2008.11.07.13), the ICANN Board resolves that Njeri Rionge has earned the deep appreciation of the Board for her terms of service, and the Board wishes Ms. Rionge well in all future endeavors. 22. Thanks to Reinhard Scholl Whereas, Reinhard Scholl was appointed liaison to the ICANN Board on behalf of the Technical Liaison Group to serve during the year 2008. Whereas, Reinhard has provided excellent insight, leadership and expertise in this role. Whereas, Reinhard Scholl has concluded his term as liaison on behalf of the Technical Liaison Group at this meeting in Cairo. Resolved (2008.11.07.14), the ICANN Board resolves that Reinhard Scholl has earned the deep appreciation of the Board for his term of service, and the Board wishes Reinhard well in all future endeavors. (Adjourn Tenth Annual Meeting & Convene Organizational Meeting) 1. Election of Board Chairman Resolved (2008.11.07.15), that Peter Dengate Thrush is elected as Chairman of the Board, to serve at the pleasure of the Board and in accordance with the Bylaws of the Corporation, and shall hold such office until his resignation, removal, or other disqualification from service, or until his successor shall be elected and qualified. 2. Election of Board Vice-Chairman Resolved (2008.11.07.16), that Roberto Gaetano is elected as Vice-Chairman of the Board, to serve at the pleasure of the Board and in accordance with the Bylaws of the Corporation, and shall hold such office until his resignation, removal, or other disqualification from service, or until his successor shall be elected and qualified. 3. Creation of New Board Committees Whereas, the Board has spent considerable time over several meetings discussing the existing slate of Board committees. Whereas, the Board has determined that in the best interests of ICANN, some of its existing Board committees should be dissolved, responsibilities for those committees should be transferred to other existing Board committees, and some new Board committees should be established. Whereas, the changes to the structure of Board committees will require some revisions to the Bylaws. Resolved (2008.11.07.17), the Board establishes the following new Board committees: (i) the IANA Committee; (ii) the Public Participation Committee; (ii) the Risk Committee; and (iv) the Structural Improvements Committee. Resolved (2008.11.07.18), the periodic reviews of ICANN structures as set out in Article IV, Section 4 of the ICANN Bylaws and such other reviews as the Board shall determine shall be the responsibility of the Structural Improvements Committee. Resolved (2008.11.07.18), staff is directed to draft proposed revisions to the ICANN Bylaws to designate the Board Governance Committee as responsible for Conflicts of Interest and Reconsideration Requests. Those revisions shall be posted for public comment. 4. Appointment of Membership of New Board Committees Resolved (2008.11.07.19), the Board appoints the membership of the following new Board committees, and requests the members and Chairs of the committees to prepare charters for the committees for review by the Board Governance Committee and approval by the Board: IANA Committee: Harald Tveit Alvestrand (Chair), Raimundo Beca, Steve Crocker, Demi Getschko, and Katim Touray. Public Participation Committee: Dennis Jennings, Jean-Jacques Subrenat (Chair), Katim Touray, and Dave Wodelet. Risk Committee: Steve Crocker, Steve Goldstein, Rajasekhar Ramaraj, and Bruce Tonkin (Chair). Structural Improvements Committee: Harald Tveit Alvestrand, Raimundo Beca, Roberto Gaetano (Chair), Rita Rodin Johnston, and Jean-Jacques Subrenat . 5. Appointment of Membership of Continuing Board Committees Resolved (2008.11.07.20), that membership of the following Board committees be established: Audit Committee: Harald Tveit Alvestrand, Steve Crocker, and Rita Rodin Johnston (Chair). Board Governance Committee: Roberto Gaetano, Demi Getschko, Steve Goldstein, Dennis Jennings (Chair), and Rita Rodin Johnston. Compensation Committee: Peter Dengate Thrush (Chair), Steve Goldstein, Rajasekhar Ramaraj, and Bruce Tonkin. Conflicts of Interest Committee: Demi Getschko, Steve Goldstein (Chair), and David Wodelet. Executive Committee: Board Chairman Peter Dengate Thrush (Chair), and Board Vice-Chairman Roberto Gaetano, and President Paul Twomey. Finance Committee: Raimundo Beca, Steve Crocker, Dennis Jennings, Rajasekhar Ramaraj (Chair), and Bruce Tonkin (as observer). Reconsideration Committee: Roberto Gaetano, Demi Getschko (Chair), and Rajasekhar Ramaraj. 6. Confirmation of Officers of ICANN Resolved (2008.11.07.21), Dr. Paul Twomey 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 (2008.11.07.22), Doug Brent is elected as Chief Operating 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 (2008.11.07.23), John Jeffrey is elected as General Counsel and Secretary, 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 duly elected and qualified. Resolved (2008.11.07.24), Paul Levins is elected as Executive Officer and Vice President, Corporate Affairs, 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 duly elected and qualified. Resolved (2008.11.07.25), Kurt Pritz is elected as Senior Vice President, Services, 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 duly elected and qualified. Resolved (2008.11.07.26), Kevin Wilson is elected as Chief Financial 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. 7. Other Business (N/A) Glen de Saint Géry GNSO Secretariat gnso.secretariat@gnso.icann.org http://gnso.icann.org