Colleagues I apologise I didn't send this out yesterday. It was ready but I didn't press the send button. Grant asked for some updated background on board discussions/decisions with respect to the GNSO review. I have cut these two relevant items from the Board minutes and the text of the discussion from the LUX Board meeting. Kind regards. Liz . 15 July 2005 Initiation of Review of GNSO Whereas, Article IV, Section 4 of the ICANN Bylaws provides that the ICANN Board will regularly initiate an independent review of each supporting organization and supporting organization council. Whereas, a review of the Generic Names Supporting Organization (GNSO) is due to be completed in 2006. Resolved (05.__), the ICANN Board hereby requests the GNSO Council to prepare with the ICANN staff and Board a "Terms of Reference" document to guide the independent entity an outside consultant in conducting a review of the GNSO, and present the terms of reference to the Board for adoption at the meeting in December 2005, in Vancouver, Canada. CUT FROM CAPTIONING OF LUXEMBOURG BOARD MEETING.

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VINT CERF: THANK YOU VERY MUCH FOR THAT. I HAVE BEEN ADVISED THERE IS SOME EDITING GOING ON WITH REGARD TO THE BUDGET, AND SO WE ARE GOING TO DELAY THAT ITEM UNTIL THE EDITING IS COMPLETE AND MOVE ON TO THE FOURTH ITEM ON THE AGENDA, WHICH IS INITIATION OF A REVIEW OF THE GNSO. AS YOU ARE ALL AWARE, OUR BYLAWS REQUIRE US TO REVIEW AND ASSESS THE OPERATION OF ALL OF OUR ORGANIZATION, THE SUPPORTING ORGANIZATIONS, COMMITTEES, THE BOARD AND SO ON. AT LEAST ONCE EVERY THREE YEARS. THE GNSO IS SORT OF UP FOR REVIEW. COUNCIL HAS BEEN REVIEWED BUT NOT THE ORGANIZATION AS A WHOLE. SO I WOULD LIKE TO CALL ON MIKE PALAGE TO INTRODUCE A MOTION TO DEAL WITH THAT REVIEW ITEM. MICHAEL. MICHAEL PALAGE: THANK YOU, MR. CHAIRMAN. WHEREAS, ARTICLE IV, SECTION 4 OF THE ICANN BYLAWS PROVIDE THAT THE ICANN BOARD WILL REGULARLY INITIATE AN INDEPENDENT REVIEW OF EACH SUPPORTING ORGANIZATION AND SUPPORTING ORGANIZATION COUNCIL. WHEREAS, A REVIEW OF THE GENERIC NAMES SUPPORTING ORGANIZATION IS DUE TO BE COMPLETED IN 2006, IT IS PROPOSED TO BE RESOLVED THAT THE ICANN BOARD HEREBY REQUESTS THAT THE GNSO COUNCIL PREPARE WITH THE ICANN STAFF AND BOARD A "TERMS OF REFERENCE" DOCUMENT TO GUIDE THE INDEPENDENT -- TO GUIDE AN INDEPENDENT ENTITY, AN OUTSIDE CONSULTANT IN CONDUCTING A REVIEW OF THE GNSO AND PRESENT THE TERMS OF THE REFERENCE TO THE BOARD FOR ADOPTION AT THE MEETING IN DECEMBER 2005 IN VANCOUVER, CANADA. VINT CERF: IS THERE A SECOND FOR THIS MOTION? I SEE MOUHAMET, AND SEVERAL OTHERS, BUT I'LL PICK ON MOUHAMET. LET ME -- THANK YOU VERY MUCH, MICHAEL. LET ME ALSO SAY, FOR THE RECORD, THAT THE BOARD HAS CONSULTED WITH THE CHAIR OF THE GNSO AND CONFIRMED THAT, IN FACT, THIS REQUEST WILL BE WELL RECEIVED. THE CHAIR BELIEVED THAT IT WAS TIMELY FOR SUCH A REVIEW SO THIS SHOULD NOT BE A SURPRISE TO THE GNSO. IS THERE ANY FURTHER DISCUSSION OF THIS MOTION? PETER. PETER DENGATE THRUSH: I AM IN FAVOR OF IT, AND I WILL VOTER IN FAVOR. JUST A POINT OF REFERENCE. THE BYLAWS ACTUALLY PROVIDE FOR THE INDEPENDENT REVIEW NOT ONLY OF THE SUPPORTING ORGANIZATIONS BUT ALSO OF ALL OTHER ADVISORY COMMITTEES, AND WE DON'T SEEM TO HAVE A PROGRAM FOR DEALING WITH THE OTHER. SO WHILE THIS IS IN FRONT OF US, WE COULD PERHAPS MAKE NOTE THAT WE COULD LOOK AT THE OTHERS. VINT CERF: THANK YOU. I DID MAKE REFERENCE TO THAT BUT YOU'RE QUITE RIGHT THAT WE DON'T HAVE ANY CURRENTLY ON THE RADAR SCREEN. SO THANK YOU FOR THE REMINDER. ARE THERE ANY COMMENTS ON THIS? RICHARD. RICHARD THWAITES: THANK YOU, MR. CHAIRMAN. YES, WE WELCOME THE POSITIVE INDICATIONS FROM THE CHAIRMAN OF THE GNSO THAT A REVIEW WOULD BE WELCOME AND IS TIMELY. I ALSO PARTICULARLY NOTED THAT HE MADE REFERENCE IN CONSIDERING THE COMPLEXITY OF THE GNSO THAT IT DOES INCLUDE USER REPRESENTATION, OR, RATHER, IT IS THE ONLY PLACE IN ICANN WHERE A USER CONSTITUENCY, IN THE SENSE OF THOSE WHO NEED AND USE DNS AT THE APPLICATION LEVEL IN THEIR BUSINESSES. WE CONSIDER THIS FROM THE TLD PERSPECTIVE TO BE A VERY IMPORTANT DIMENSION OF ICANN THAT CAN DO WITH STRENGTHENING AND WE WILL BE HOPING THAT THE TERMS OF REFERENCE GIVE SUFFICIENT ACCOUNT TO THAT DIMENSION SO THAT ICANN IS NOT PURELY A SUPPLY SIDE GROUP BUT IS FULLY REPRESENTATIVE OF THE USER SIDE OF THE MARKET. THANK YOU. VINT CERF: THANK YOU, RICHARD. THAT PROMPTS ME TO ALSO OBSERVE THAT WE HAVE ANOTHER COMPONENT OF THE ICANN ORGANIZATION. IT'S CALLED THE AT-LARGE ADVISORY COMMITTEE, WHICH IS, WE HOPE, PRESENTLY SPAWNING REGIONAL AT-LARGE ORGANIZATIONS IN ORDER TO BRING OTHER USER INPUT INTO THE ICANN PROCESS. SO WE MAY HAVE TWO AVENUES BY WHICH TO ACHIEVE THAT, AND I WELCOME THAT, AS I'M SURE MY FELLOW BOARD MEMBERS DO. IF THERE ARE NO MORE COMMENTS ON THIS PARTICULAR RESOLUTION, I'LL CALL FOR A VOTE. ALL THOSE IN FAVOR OF INITIATING THIS PROCESS TO BEGIN REVIEW OF THE GNSO, PLEASE RAISE YOUR HAND. THANK YOU VERY MUCH. PUT YOUR HANDS DOWN. THAT WAS 15-0-0. AND MR. SECRETARY, I WOULD APPRECIATE IT IF YOU WOULD ADVISE THE CHAIRMAN OF THE GNSO THAT HIS REVIEW PROCESS HAS NOW BEEN INITIATED.

18 October 2004 GNSO Council Review Terms of Reference Approval Barbara Roseman, ICANN Policy Development Support Staff introduced discussion regarding proposed resolutions from the GNSO Council relating to the GNSO Council Review Terms of Reference. After board discussion and comments by Vint Cerf, Michael Palage, Alejandro Pisanty and Mouhamet Diop, on the above mentioned topics and the proposal, Michael Palage moved, with Alejandro Pistanty's second, that the Board adopt the following resolution: Whereas, Article IV, Section 4 of the ICANN bylaws requires the ICANN Board to organize regular reviews of each Supporting Organization, Council, and Advisory Committee. The review must be undertaken by an independent entity. Whereas, the GNSO Council authorized the preparation of terms of reference (TOR) by a small subcommittee of the Council, in cooperation with ICANN staff, which is now presented to the Board for ratification. Whereas, the review of the GNSO Council (rather than a review of the entire GNSO) is to be completed before the ICANN annual general meeting scheduled for December 2004. Whereas, the GNSO Council review calls for some specific actions within a short time period, short, factual, staff analysis of GNSO Council activities whether that organization has a continuing purpose in the ICANN structure, and if so, whether any change in structure or operations is desirable to improve its effectiveness. Resolved (04.__) the Board hereby ratifies the "Terms of Reference" to guide an outside consultant in conducting a review of the GNSO Council. The Board approved the above the above resolution by a unanimous 11-0 vote of those Board Members present. Liz Williams Senior Policy Counselor ICANN - Brussels Tel: +32 2 234 7874 Fax: +32 2 234 7848 Mob: +61 414 26 9000