Bruce, Attached is a draft proposal for consideration by the GNSO Council in response to the Council's request to "improve transparency with respect to contract approvals." In preparing this language our goal was to attempt to meet the GNSO's needs, while not (inadvertently) requiring the Board to post every consulting contract or grammar correction to a registry agreement, etc. This proposed new Bylaws provision would require ICANN to notify the GNSO Council and allow for at least a 21-day public comment period before approving any GTLD (sponsored or unsponsored) registry or registrar agreement that is substantially different from other past ICANN agreements:

"With respect to any proposed GTLD registry or registrar agreement that includes material contractual provisions that substantially differ from other past ICANN agreements, ICANN will notify the GNSO Council and post the proposed agreement with a public comment forum on the ICANN website at least twenty-one days (and if practical, longer) prior to any final approval of the agreement."

I look forward to working with you in order to finalize this effort as quickly as possible. Please feel free to let me know if you have any questions or if I can be of any other assistance. Best Regards, Daniel Halloran Deputy General Counsel ICANN On 14 Sep 2006, at 02:20, Bruce Tonkin wrote:

Hello All,

With respect to the agenda topic:

...

Item 4: Proposed bylaws amendment to improve transparency with respect to contract approvals

- update from General Counsel on action with respect to the GNSO request of 18 August 05 regarding proposed changes to ICANN bylaws to improve transparency with respect to contract approvals

I had a phone conference with John Jeffrey and Dan Halloran of the General Counsel's office, along with Denise Michel regarding this agenda item.

John agreed to create some draft wording in response to the original suggestion from the GNSO Council, and will send to the Council for comment. John also noted that the Board had been complying with the spirit of the recommendation with respect to putting out gTLD contracts for public comment.

Regards, Bruce Tonkin