ICANN - Brussels
25 June 2010
Board Meeting

>>PETER DENGATE THRUSH:   Ladies and gentlemen, please take your
seats.  We will be beginning in just under a minute.

Ladies and gentlemen of the board, good morning.  Thank you for
attendance.

We begin the board meeting scheduled for Brussels.

We have an agenda set out in its usual way, which is that a large
number of items are on what we call the consent agenda, which are
relatively noncontentious, where the work has come through through a
recognized project which has been checked and the board has indicated
it doesn't require any discussion on those particular items.

It's a feature of every item on a consent agenda that any board
member can, without explanation why, ask for an item to be taken out
of the consent agenda and be put on the main agenda so there can
follow discussion.  What I propose to do is not read the entire
consent agenda because it runs to many, many pages and it lists a
number of things, but just to indicate for the purposes of the public
the kinds of things that go onto the consent agenda.

We beginning with the approval of the minutes of 22nd of April.  We
then go on to extend the time for GNSO constituencies to review their
charters as part of the long running restructuring and strengthening
of the GNSO.  We then have some amendments to the ICANN bylaws in
relation to SSAC.  And then implementation of some -- some
implementation resolutions around the reports of various working
groups, one relate to go the NomCom, one relating to SSAC, and one
relating to the board.

We then have some resolutions detailing the technical liaison group
review.  As you know, all of the organs of ICANN are subject to
regular review.  The TLG is now being included in that process, and
there's some resolutions about how to do that and it's a slightly
different process than we have been building up.  It's not a bylaw
matter but we are just making it clear how that review is going to be
done.

We then have some very routine housekeeping.  There are a number of
president's committees that have been set up over the years that have
been formally closed down and their members thanked but as a member
of good housekeeping they need to be formally disbanded so these
resolutions simply do that.  Then there are some bylaw amendments
related to the selection of a board director from the at-large
community.  So those will go out.  Then there's an at-large
improvement implementation plan, so we will be dealing with that.  We
then come to some things that we have often done at the end of the
meeting but we are going to incorporate a new process so thanks to
departing directors.  We have one on this occasion, that's Raimundo
Beca.  They will be thanked, there will be a formal vote of thanks to
Janis Karklins, but I will ask Raimundo at the end of the consent
agenda to come forward and just receive our thanks and a small token.
We did the same thing yesterday in the public forum for Janis
Karklins who had to depart yesterday.

We then will approve some SSAC appointments which is a matter for
the board, and thanks to the departing members.  We do a thanks to
all those departing volunteers, including from the at-large.  We
thank our sponsors, we thank our scribes, we thank our local hosts,
and we thank the meeting participants.

So that's the consent agenda, but perhaps before I go further on
that, it's appropriate to formally welcome the interim chair of the
GAC to her first meeting.  Heather, he welcomed you earlier to the
stage but this is the formal welcome to the mysterious and arcane
workings of the board itself.

Ladies and gentlemen of the board, please join me in formally
welcoming Heather.

Right.  So that's the consent agenda.  I am just going to wait for a
moment to check that no object to the form having had that
description of the items and having the text of those resolutions in
front of you, just to be sure no member of the board wishes to take
any one of those items and make them the subject of discussion in the
main agenda.

I see no such interest, so I'll ask then, is somebody prepared to
move the adoption of the consent agenda?

>>STEVE CROCKER:   Mr. Chairman, I so move.

>>PETER DENGATE THRUSH:   Is someone prepared to second that?  Thank
you, Ray.  So it's moved Steve, seconded Ray that we accept the
consent agenda.  I will put that motion.  All those in favor, please
raise your hands.

Any opposed?

Any abstentions?

Carried.

Thank you.

We come then to three very important resolutions related to
delegation, and members who are looking at their agenda will note
that there is another matter, but I will do that after we have done
these redelegations.

There's been a considerable amount of work, as people will know in
relation to IDN ccTLD delegations, and we come today to three more of
those, and I'll take -- I will come to the first one which deals with
China and ask Harald Alvestrand, who has a long history in developing
the IDN work.  Harald.

>>HARALD ALVESTRAND:   Thank you, Mr. Chairman.

This is the -- The resolution is delegation of the (in Chinese) top-
level domains to China Internet network information center.  I am
sorry for all pronunciation errors or if I remember the word
incorrectly.

Whereas, ICANN has received a request for delegation of (in Chinese)
encoded as xn--fiqz9s and (in Chinese) encoded as xn--fiqs8s to China
Internet network information center as country code top-level domains.

  Whereas (in Chinese) are two strings that were deemed to have
successfully completed the string evaluation portion of the IDN ccTLD
fast track process by the ICANN Board of Directors in resolution
2010.04.22.11.

Whereas ICANN has determined that the proposal is on behalf of a
country or territory that is currently listed in the ISO 3166-1
standard, and therefore eligible to be delegated country code top-
level domains under current policy.  Whereas the strings applied for
delegation are proposed to be used by the applicant in a manner
consistent with the country or territory for which they were approved
in the string evaluation process.

Whereas the applicant has undertaken to operate the two top-level
domains in a manner which does not cause confusion to the Internet
user community, as documented in their implementation plan published
online at, URL.

Whereas ICANN has reviewed the delegation request, and has
determined that the proposal would be in the interests of the local
and global Internet communities.

Resolved that the proposed delegation of the (in Chinese) top-level
domains to China Internet Network Information Center is approved.

>>PETER DENGATE THRUSH:   Thank you, Harald.

Kuo-Wei.

>>KUO-WEI WU:   I have two comments for that.  First of all, I'd
like to declare, because I am still the board member of the TWNIC and
also a member of the CDNC, so I am not going to comment on this or
also voting on this resolution, but I would like Harald to correct
the Chinese pronunciation, though, and I think this might be the
reason for me, as Chinese, to sit on the board.

It's (in Chinese), and so I think that is -- if any of you need to
pronounce correct Chinese, I'm here, please.

[ Laughter ]

>>PETER DENGATE THRUSH:   Thank you very much for that.

[ Applause ]

What I'm actually looking for first as a matter of formality is for
someone to second that resolution.

So I see George was up fast to be associated with what is a very,
very positive resolution, indeed.

So we have the motion moved and seconded.  Thank you, Kuo-Wei, for
both those things, your expression and the reason for your abstention
later on in the voting because of the possible conflict.  And much
more, thank you for helping with us the Chinese pronunciation.  There
are going to be many occasions when I'm sure your services will be
called upon.

Are there any other discussion about this resolution?

Jean-Jacques.

>>JEAN-JACQUES SUBRENAT:   Thank you, Peter.  I would like to seize
this opportunity to chair a comment on the three requests that are
laid before our eyes, not only for (in Chinese).  This is also
relevant for Taiwan, dot Taiwan and dot Hong Kong.

This is extremely important not only for ICANN and for the Internet
but it has a universal importance, and I would like to mention the
UNESCO convention of 2005 on the diversity of cultural expression. 
And I would like to recall two of the main provisions of this
convention.

Firstly, affirming that cultural diversity is an inherent
characteristic of humanity.  I think this is a very strong principle
and a very encouraging one.  And second whereas, recalling that
cultural diversity that thrives in a framework of democracy,
tolerance, social justice, and mutual respect between peoples and
cultures is a prerequisite for security, peace at national and
international level.

I would also like to say that these are principles, but it is also a
fact that languages do not exclusively belong to states.  They are
the ownership of populations and individuals, and it is a specificity
of their culture.  And this is -- these are the reasons why these
three requests are so paramount.

>>PETER DENGATE THRUSH:   You wanted to speak in relation to this
resolution also?

>>RAM MOHAN:   Yes, thank you.  I am also very pleased to see this
resolution as well as this set of resolutions come forward.  As
someone who has been working with IDNs and in the area of IDNs for
quite a while, and specifically in the last little while been
involved in understanding some more of the nuances that go into the --
both the delegation as well as the technology behind it, I'm
absolutely pleased that we are here.

You know, the fact is that of the nearly 1.8 billion Internet users,
those that speak the Chinese language represent the single largest
group besides English speakers.  China itself has almost 400 million
Internet users.  And this development and the vote and the addition
of the TLDs that use the Chinese language is, in my opinion, truly an
historic moment and a landmark in where the TLD system is going.

And I, for one, am really proud to be in a very small way to be part
of a community that has helped make it happen.

That community, what I'm talking about is the IETF, the Internet
Engineering Task Force, and the engineering community.

The engineers at the IETF have been at the forefront of the effort
to get IDNs, to get the technology behind it to work in a way that is
compatible with the Domain Name System that was built many years ago
and build a way so that there is a continuing bridge to the future. 
And hats off to all of the engineers and to the linguists and that
set of communities that got together to help make this a reality.

Certainly from the Chinese language perspective, there have been a
great number of very talented folks who have contributed, including
submitting RFCs and things like that into the engineering community. 
And I think that's a fantastic model for how to go forward.

So with that, I just want to say something.  Kuo-Wei was saying, you
know, he is here to help teach pronunciation.  And I spent just a
little bit of time earlier with him to learn how to say this, and Kuo-
Wei, if you could just correct me.  I'm going to say this in Chinese.
I will tell you what it actually means in English afterwards.

(In Chinese)

[ Applause ]

>>RAM MOHAN:   What that means is we welcome Chinese into the root
server.

Thank you.

[ Applause ]

>>PETER DENGATE THRUSH:   Thank you.

Thank you.  I think there was applause for you making the effort.

Let's turn over to Kuo to get a mark for that pronunciation.

[ Laughter ]

>>PETER DENGATE THRUSH:   Thank you for that.  Let's move on.  I am
going to put that resolution.  I'm sure everybody on the board wants
to associate themselves with all of the things that have been said.  

Rod?

>>ROD BECKSTROM:   Just one brief remark and that is to say this is
a truly historic moment.  More than one out of five people who walk
on this planet speak Chinese as a first language.  In addition to all
the incredible engineering work that's gone on for many years, the
policy work, the work by linguists and the work in the last six
months by the operators in China of this proposed IDN ccTLD and the
intense work of the board of ICANN and staff and the community have
been remarkable.  And it's exciting for all of us, I think, to be
here and to see the root truly embrace the world.

Thank you.

>>PETER DENGATE THRUSH:   Thanks, Rod.  I am going to put that
resolution now, so all those in favor, please raise your hands.

Any opposed?  Any abstentions?  Kuo-Wei you indicated your
abstention for the reason that you gave.  I declare that resolution
carried.

[ Applause ]

(Standing Ovation)

>>PETER DENGATE THRUSH:   What an historic day.  Let's move to
another historic very similar resolution, and I will call on Jean-
Jacques to take us through the resolution in relation to another
ccTLD delegation.

>>JEAN-JACQUES SUBRENAT:   I'd like to consider that the applause
and the consideration manifested for one of the three gTLDs that IDNs
asked for applies to all three, and that the enthusiasm applies to
all three, because what is at stake is really a community, a
linguistic, a cultural community that is not restricted to one
country, no matter how large and important it is.

I think it's a worldwide recognition that diversity is here and
that's how we must operate.

So delegation of the (in Chinese) top-level domain to Hong Kong
Internet Registration Corporation Limited.

Whereas ICANN has received a request for delegation of (in Chinese)
encoded as xn--j6w193g to Hong Kong Internet Registration Corporation
Limited as a Country Code Top Level Domain.

Whereas (in Chinese) is a string that has successfully completed the
string evaluation portion of the IDN ccTLD fast track process.

Whereas ICANN has determined that the proposal is on behalf of a
country or territory that is currently listed in the ISO 3166-1
standard, and therefore eligible to be delegated Country Code Top
Level Domains under current policy.

Whereas the string applied for delegation is proposed to be used by
the applicant in a manner consistent with the country or territory
for which they were approved in the string evaluation process.

Whereas ICANN has reviewed the delegation request and has determined
that the proposal would be in the interests of the local and global
Internet communities.

Resolved, reference, that the proposed delegation of the dot (in
Chinese) to Hong Kong Internet Registration Corporation Limited is
approved.

>>PETER DENGATE THRUSH:   Thank you, Jean-Jacques.  Is there a
seconder for that resolution?  I see Ray Plzak is seconding that. 
Jean-Jacques, I am going to proceed on the assumption that we agree
that all of the things that were said in relation to the first and
the acclamation also apply in relation to these.  So I am going to
move to putting that resolution.  All those in favor of this
resolution, please raise your hands.

Any opposed?

Any abstentions?

And we note Kuo-Wei is abstaining.  Thank you.  I will declare that
resolution carried.

Thank you very much.

[ Applause ]

>>PETER DENGATE THRUSH:   The next delegation is in relation to
Taiwan, and I will ask Ram Mohan to read that resolution for us.

Ram.

>>RAM MOHAN:   Thank you.

Before I start, Kuo-Wei, could you help me with exactly how to
pronounce.

>>KUO-WEI WU:   I think I can open the Chinese language school in
here.

[ Laughter ]

>>KUO-WEI WU:   "Taiwan."

>>RAM MOHAN:   "Taiwan."  Thank you.

This resolution is the delegation of "Taiwan" and "Taiwan" top-level
domains to Taiwan Network Information Center.

Whereas, ICANN has received a request for delegation of "Taiwan"
encoded as xn--kpry57d and "Taiwan" encoded as xn--kprw13d to Taiwan
Network Information Center as Country Code Top Level Domains.

Whereas, "Taiwan" and "Taiwan" are two strings that were deemed to
have successfully completed the string evaluation portion of the IDN
ccTLD fast track process by the ICANN Board of Directors in
resolution 2010.04.22.11.

Whereas, ICANN has determined that the proposal is on behalf of a
country or territory that is currently listed in the ISO 3166-1
standard and therefore eligible to be delegated Country Code Top
Level Domains under current policy.  Whereas the strings applied for
delegation are proposed to be used by the applicant in a manner
consistent with the country or territory for which they were approved
in the string evaluation process.

Whereas, the applicant has undertaken to operate the two top-level
domains in a manner which does not cause confusion to the Internet
user community as documented in their implementation plan published
online at, URL.

Whereas, ICANN has reviewed the delegation request and has
determined that the proposal would be in the interests of the local
and global Internet communities.

Resolved that the proposed delegation of the "Taiwan" and "Taiwan"
top-level domains to Taiwan Network Information Center is approved.

>>PETER DENGATE THRUSH:   Thank you, Ram.  Is there a seconder for
that resolution?

I see Ramaraj seconds.  Is there any further discussion on this
delegation or these delegations?

If not, just recording again the same enthusiasm and acclamation
treated as applying to all of these and the comments that Jean-
Jacques made in both languages in discussing this.

I'll put that resolution, then.  All those in favor, please raise
your hands.

Any opposed?

Any abstentions?

We note Kuo-Wei's abstention.  I declare this resolution carried also.

[ Applause ]

>>ROD BECKSTROM:   This is for Hong Kong as well.

[ Applause ] 

(Standing Ovation)

>>PETER DENGATE THRUSH:   Just to echo Rod's comments and other
comments, extraordinary work.  Congratulations to everybody involved.
Historic day.

Can we go now to item 2 on the agenda which is consideration by the
board of the Independent Review Panel's declarations on ICANN's
decision regarding ICM's registry's application for an sTLD.

I have a resolution that I am prepared to move in relation to how we
should treat this.  A little bit of explanation.

This is an application that was made some years ago in the sTLD
round.  The board, after a number of discussions and contract
negotiations with the applicant, resolved in a split vote to decline
this application.  And the applicant then pursued one of the
mechanisms provided under the ICANN bylaws and sought an independent
review of that decision by the board to decline that application.

There was a hearing in front of those panelists at which the
panelists made their case, and at which ICANN responded through its
counsel, and eventually there was another split decision by the
panelists finding the board had not acted consistently with its
bylaws and made a number of recommendations.

Now, the board is obliged to consider that under the bylaws, is
obliged to consider any such finding by an Independent Review Panel,
and at the earliest opportunity which was available to us, we began
considering the course of conduct that we should follow.

We took the reasonably unprecedented step of publishing the options
that we thought were available to us, the kind of decision tree
process that we thought we had to go through, putting up all the
different options as to what we might do in considering how to
respond to the panel decision.

We then received an unprecedented amount of public comment on that,
an extraordinary amount of work done by staff then to digest that
public comment and report their results to us and to the community.  

We have had a number of discussions during the week here in Brussels
and have arrived at the following resolution as a means of resolving
this issue and taking it forward.

So I move the following resolution.  Whereas, on the 19th of
February, 2010, an Independent Review Panel, quote, the panel, issued
an advisory declaration in the independent review proceedings filed
by ICM registry challenging ICANN's denial of ICM's application for
the XXX domain -- sorry, XXX sTLD.

Whereas, the board understands and appreciates the inaugural
utilization of the independent review process and the value of such
an accountability mechanism.


Whereas, although the board has not made a determination as to
whether or not it agrees with the findings of the panel majority,
brackets, a two-one decision, close brackets, the board has
determined to accept and act in accordance with some of the panel's
findings.

Whereas, in accordance with article IV, section 3.15 of ICANN's
bylaws, the board considered the panel's declaration throughout the
week in Nairobi from the 7th through 12th March 2010 and reviewed
various paths towards conclusion.

Whereas, in the absence of a process for approving an sTLD six years
following the receipt of ICM's original application, the board chose
to create a transparent set of process options and resolved to pose
those options for public comment.

Whereas the process options were posted for public comment, and over
13,700 comments received have been reviewed and analyzed.  And
whereas, the board has reviewed public comments received and further
discussed and debated the process options for further consideration
of the panel declaration.

Resolved, and there's a number, the board accepts and shall act in
accordance with the following findings of the independent process
majority.  Quote, one, the board of cane in adopting its resolutions
of June 1, 2005, found that the application of ICM registry for the
XXX sTLD met the required sponsorship criteria, semicolon, and,
brackets, two, the board's reconsideration of that finding was not
consistent with the application of neutral, objective, and fair
documented policy, end quote.

Resolved, the board directs staff to conduct expedited due diligence
to ensure that, brackets (1,) the ICM application is still current,
semicolon, and then (2,) that there have been no changes in ICM's
qualifications.

Resolved, another number.  If the expedited due diligence results
are successful, then the board directs ICANN staff to proceed into
draft contract negotiations with ICM, taking into account the GAC
advice received to date.

Resolved, another number, upon staff's finalizing of a draft
contract with ICM, the board will determine whether the proposed
contract is consistent with GAC advice and, if not, will enter into
GAC consultation in accordance with the bylaws.

Resolved, further number, after the GAC consultation is completed,
the board will decide whether to approve the contract and will
declare whether its action is in accordance with GAC advice or not.

So that ends the resolution.  I am moving this relatively pro forma
as chair and I have asked the vice-chairman, again pro forma, to
second it.  Dennis, will you second that resolution?

>>DENNIS JENNINGS:   Yes, I do second that resolution.  Thank you,
Peter.

>>PETER DENGATE THRUSH:   

Thank you.

The resolution is moved as read into the record and seconded.  Is
there any further discussion by the board on this resolution?

Harald.

>>HARALD ALVESTRAND:   To same that I am uncomfortable with this
situation is an understatement.

I believe that our process has been followed, our reconsideration
process has been followed.  We have received competent legal advice
on what is the reasonable path forward for what the organization
should do, and that effectively this forces me to say that it is in
the best interest of the organization and the interest of the
furtherance of the organization's goals to act as if something is
true that I believe is not, in fact, so.

This is a very uncomfortable situation, but I can see no better way
to move forward.

Thank you.

>>PETER DENGATE THRUSH:   Thank you, Harald, for a very concise
explanation of the position that I think many board members find
themselves in.  

Is there any further comment on the resolution?  Rita and then Bruce.

Rita.

>>RITA RODIN JOHNSTON:  I guess I agree with Harald.  I was in the
unfortunate position to be on the board in 2007 and being told to
reevaluate what happened in 2005.  And after hearing many comments
about the propriety tee of this application, I still question
whether, in fact, there is a real sponsored community here, but it
really doesn't matter what I think.  I think what's important is that
ICANN has a process that it set up and the process came back and said
that sponsorship criteria was met and that this board has the courage
to follow that criteria.  And I think that is really important for
everyone in the community to understand and appreciate.

Thanks.

>>PETER DENGATE THRUSH:   Thanks, Rita.

Bruce.

>>BRUCE TONKIN:   Thanks, Peter.  I just wanted to, I guess, draw
attention to some of the timing implications of the resolution just
so it's clear to the community as well as to the applicant here.  The
first couple of steps of the timing probably more in the control of
the ICANN staff and the applicant in that there will be, first, a due
diligence stage; secondly, if that due diligence is successful, then
there is a stage where the draft contract is reviewed.  But,
ultimately, the key step then is for the board to decide whether the
board feels that contract is in compliance with GAC advice.

If the board doesn't feel it is in compliance with GAC advice, then
it needs to consult with the GAC.  And our best advice so far is that
that would probably be in Colombia because the GAC as a whole doesn't
meet intersessionally.  So I just wanted to make clear that there is
a potential that this is a prolonged process in timing.

>>PETER DENGATE THRUSH:  Thank you, Bruce.  Any further comments?

Katim.

>>KATIM TOURAY:  Yeah.  Thanks, Peter.  Good morning, everyone.  I,
too, I think have to say that I'm like a lot of people here on this
dais.  You know, I'm in a very uncomfortable position in the face of
this resolution.  I think at the end of the day, we all have to face
the facts that sometimes we have to make the tough decisions.  And I
think this is a very difficult decision that has to be made in the
interest of ICANN, in the interest of due process, and in the
interest of the involvement of the community in the stipulation of
the policies of the organization.

And as Bruce said, this game has still not played out yet.  We still
have quite a number of steps to proceed.  I think at this point, you
know, we have to, you know, do our best to follow due process.  Thank
you.

>>PETER DENGATE THRUSH:  Thank you, Katim.  Any other comments? 
Seeing none, I will put this resolution.  All those in favor of the
resolution, please raise your hands.

Thank you.  Any opposed?

[No verbal response.]

I see none.  Any abstentions?  I see Rod Beckstrom and Jean-Jacques
Subrenat.  Would either of you like to make a statement in relation
to your abstentions, starting with Jean-Jacques.

>>JEAN-JACQUES SUBRENAT:  Thank you, chair.  I would like to provide
two sentences regarding my abstention.  First, my position is
established on an informed basis with all due care, in good faith, in
the honest belief that it is in the interests of the corporation of
which I am a member of the board.

Second statement:  I believe that my abstention in this vote is
consistent with the dispositions of Article 6, Section 23 of the
ICANN bylaws.  I request that my statement be deposited by the
secretary of the board.  Thank you.

>>PETER DENGATE THRUSH:  Thank you, Jean-Jacques.  Duly noted.

And, Rod?

>>ROD BECKSTROM:  While I accept the contribution to ICANN's
accountability and transparency provided by the existence and the use
of the independent panel review process, I am nonetheless concerned
about the determination by two of the three panelists that the ICANN
board should not use business judgment in the conduct of its affairs.

In my view as CEO, the board must be able to use business judgment
in order to protect the global public interest in the coordination of
the root of the Internet and the domain name system.

>>PETER DENGATE THRUSH:  Thank you, Rod.  Duly noted.

Any other comment about that resolution?  If not, I've declared it
carried and we move on.

What I would now like to do is call Raimundo Beca to the stage to
formally thank Raimundo in person for his years of service. 
Raimundo.  There was in a consent agenda, Raimundo, a formal
resolution regarding our thanks.  And you have been here with us this
week and we have had many opportunities in private to say some of
these things but now is an opportunity no public.  First of all, let
me hand these to you.  This is the traditional certificate thanking
you that you can frame and also a token of our thanks.

But you have been an extraordinary board member and have served as
chair of the finance committee and on many other committees, and I
think one of the longer serving board members.  Thank you very, very
much for the extraordinary service you have rendered ICANN.

[Applause]

(Standing ovation).

And, Raimundo, there are a couple of people who have insisted they
want to say a couple of things in the public forum and we will ask
you to make some of those comments.  And, Ray, you have particularly
asked if you can say something in this forum and I'm delighted to
give you the opportunity.

Ray?

>>RAY PLZAK:  Thank you, Peter.

First of all, Raimundo and I go back many, many years back to days
before LACNIC when Raimundo was active in ARIN.  Along the way we
came to an agreement that depending upon which side of the equator we
were on, we decided who would be called "Ray."  And we have been
associated over the years working together in a large variety of
roles.

I have always valued your opinions and your contributions, Raimundo.
And I, for one, will miss your presence on this board.  So from the
deepest of my heart, I wish to thank you very much for everything
you've done to help promote the development of the Internet in Latin
America and your contributions to the development of the Internet as
a whole.  Thank you very much.

>>PETER DENGATE THRUSH:  Thank you, Ray.

Is there anyone else who wants to make a comment in this forum? 
Vanda?  Thank you.

>>VANDA SCARTEZINI:  Raimundo, thank you so much for all the job for
your kindness, for all your devotion.  We have the chance to live
together during almost ten years.  We've been in this voluntary task
in ICANN.  I hope you won't disappear.  I hope you will remain with
us, and I wish to see you soon in order to take profit of your
excellent memory which is really needed in the board like this one. 
Thank you so much.

[Applause]

>>PETER DENGATE THRUSH:  Jean-Jacques?

>>JEAN-JACQUES SUBRENAT:  I would like to address you, Raimundo, in
one of the languages you so like because you spent so long in France,
for example, at a time when your country was not thriving in state
functions.

So what I would like to say here, most of all, is how much quality,
how much care you've put into every single issue you tackle.  You
have a very high professional sense.  Many times you brought us back
to the right path with our discussions, and I would like to thank you
about this.

I think an African saying says "an old man who dies, it's like the
burning of a library," of course, I don't wish you anything like
this.  But I would like to say that the fact that Raimundo leaves the
directory is like losing a huge hardware.  So I would like to make
sure that you keep all this memory and all this wiseness -- wisdom to
ICANN.

[Applause]

>>PETER DENGATE THRUSH:  Thank you, Jean-Jacques.  And, Gonzalo? 
No?  All right.

>>GONZALO NAVARRO:  Thank you, Peter.  I will speak in Spanish.  As
a person from Chile, I'm so proud to mention these words.  I think
Raimundo has been a very important person, probably one of the most
important persons in ICANN representing the Latin American community
in an excellent way.  Personally speaking, I will miss him a lot
because even if I am a young member of the board, it is so difficult
to get the -- analyze all the map.  Raimundo was the most generous
people with me.  I'm so grateful and I really hope to go on with the
job he started and, of course, we will miss him, but I'm sure he will
be close to us all the time.  It is not a good-bye, it is just see
you later, Raimundo.

>>PETER DENGATE THRUSH:  Thank you very much, Gonzalo.  That's the
end, Raimundo, of the additional tributes that people wanted to say
in public.  So we hand it over to you for anything you would like to
say in reply.

>>RAIMUNDO BECA:  Thank you very much, everybody.  I will speak
first in Spanish, then in French and finally in English.  In Spanish
first.

I'm so touched that it's difficult for me to express my feelings. 
Of course, I need my mother tongue to do that.  Thank you, thank you
so much to all of you.  It's been six years, very interesting for me.
It has been a huge experience.  I really learned a lot.  I have a
bunch of friends extraordinary, and it's one of the best treasures I
can keep.

Now I speak in French.  As Jean-Jacques said, France is a second
home country to me.  I spent 19 years of my life in France, 16 years
were compulsory and three because I wanted to.  So when I have to
express feelings, French comes naturally.  And now I will switch to
English.

In my life I have always had a very big difficult to get away from
the police.  When I came out of the secondary school to the
university, I didn't like that moment.  I wanted to rest in the
school.  When I left the university to go to study in France, I
didn't like to go.  I didn't want -- I wanted to rest in the
university.  And the sole moment in my life where I have which I
didn't have the same emotion was the moment when I was not accepted
to come back to my country for 16 years.  So in this moment, the
emotion which I feel is that I am not leaving ICANN because nobody
has asked me to go out.

[Applause]

And I always would have liked to be in the moment like the one we
just had now with the IDNs which is a big emotion, a big history.  So
I live now this history moment of the IDNs.  And, of course, this is
my memory.  I would have liked also to be there for another moment
which will be -- we are going to live in one year more, which is the
moment when the last five blocks of IANA will be evenly distributed
to the five regions.  I worked a lot for that to happen, and I would
have liked to have been in the board when that happened.  It would
not be that, but for sure I will be present when that will happen.

I'm also -- because I worked a lot of that, I will have been there
when the first new gTLDs of the round would happen.  As a memory of
that or in participation of that, I will wear this.

[Applause]

>>PETER DENGATE THRUSH:  Raimundo, thank you very much.

>>RAIMUNDO BECA:  It was an excuse to Ray because I didn't --

>>RAY PLZAK:  That's all right, I've got one, too, and I will wear
it south of the equator the next time I'm there.

>>PETER DENGATE THRUSH:  It sounds like collision in the T-shirt
namespace, doesn't it?

[Applause]

Thanks very much.  Can I now ask the representatives of the local
hosts to come forward so that we can thank you for the extraordinary
efforts that you have gone into making this meeting such a success. 
Marc, are you able to come forward?  Marc van Wesemael.  I don't know
who else you have with us today.  Bring them up.  We really would
like to say a few words.

[Applause]

(Standing ovation).

Marc, I was going to say a few words, but I think that testimony
from the crowd is actually far more important and far more effective
than anything I can say.

What I would have said is having served on an organizing committee
when ICANN was in Wellington, I know a little bit about what's
involved.  And it is an absolutely extraordinary effort.  One of the
things is that we appreciate that you three that are here today are
just a tip of an enormous team that have done an enormous amount of
work.  Please carry that emotion, that thanks back to all of the
team.  

And thank you for the work that's gone into this.  It has been an
excellent meeting as far as we're concerned, particularly the
catering of all the things to pick out about a meeting.  Everybody
has commented about that.  Everyone has gone very, very smoothly. 
Thank you very, very much to you and your team.

[Applause]

>> MARC van WESEMAEL:  It has been a great experience.  Thanks to
Daniela and Giovanni.  It all went well.  They did a great job.  As I
said in the opening speech, it was really squaring the circle at some
times.  And I did that by, as I said, circling this square.  

And thank you, Giovanni.  Thank you, Daniela, but also thank you to
all the people that have been working at this -- on this event.  And
thank you all people here for coming to Brussels.  I hope you enjoyed
it.  I hope you will stay in Brussels for a few days and enjoy the
weather and the nice town.  Thank you very much.

[Applause]

>>PETER DENGATE THRUSH:  Thank you, Marc.  I'm looking for Tanzie to
come forward or whoever has the tokens for you.  Thank you very much.

If the cameras can get ready.  So to the Brussels meeting team,
thank you very much, very much.

[Applause]

Katim?

>>KATIM TOURAY:  Peter, I really would be remiss if I don't bring to
the attention of this body the incredible efforts to which Giovanni
went to get me a visa to get to Brussels.  I had to go to the CAR. 
We didn't have a Belgian embassy in my country, Gambia.  I had to go
to the CAR list twice.  Giovanni called, e-mailed, faxed and did
everything.  

In the end, I got it just about a few days before I got there.  So I
want to say thank you very much on behalf of not only myself but I'm
sure the list of the people that you really went to bat for to help
ensure they got here on time.  Thanks again.

>>PETER DENGATE THRUSH:  Just another example of the extraordinary
staff that goes into much of the background.

Let's move back to the regular agenda.  We are up to Item 6, and we
have an issue relating to board committee assignments.  Ray, I might
ask you to have a look at that for us, please.

>>RAY PLZAK:  Thank you, Peter.  Before I begin, just a note --
taking note of the conversation during the report of the finance
committee this morning, I'm taking the liberty of correcting the
individual that's named in the second resolution regarding his name.

And, therefore, whereas, Kuo-Wei Wu has joined the ICANN board and
Raimundo Beca's term as an ICANN director has concluded.

Whereas, in light of the changes to board membership, the Board
Governance Committee has made recommendations for revisions to the
membership of certain board committees.

Whereas, the board agrees with the BGC's recommendations.

Resolved, Kuo-Wei Wu shall become a member of the public
participation and IANA board committees.

Resolved, Ramaraj shall become a member of the board executive
committee.

>>PETER DENGATE THRUSH:  Thank you, Ray.  Is there a seconder for
that committee -- for that resolution?  I see Dennis, the chair of
the BGC, seconding that.  Is there any discussion about that?  If
not, I'll put that resolution.  All those in favor please raise your
hands.  Any opposed?  Any abstentions?  I see three.  Jean-Jacques?

>>JEAN-JACQUES SUBRENAT:  Yes, I don't think I need to reassure my
colleagues Ramaraj and Kuo that I have deep esteem to them and that
they are nominated to the committees.  My point is about process.

Whereas, I would like to commend Dennis and other members of the
Board Governance Committee for all the work that has been done over
the past year, all the tasks they have accepted to take on and they
have dealt with so well.  I just want to make a point that I have
brought this up in several international meetings of ICANN, that I
think this particular process of the appointment of board members,
two board committees can and should be improved.

I come out with this just now because I have a strong believe that
especially now where we are engaged in the process of the review
teams and where we have an ever greater duty in terms of governance,
I think that internal governance is equally important.

And so in line with this, I have sent around to my colleagues of the
board some suggestions for an improvement.  But I repeat, I'm
overjoyed by the appointments which were made.

>>PETER DENGATE THRUSH:  Thank you, Jean-Jacques.

The other abstentions were from Ramaraj and Kuo-Wei who are the
subjects of the resolution.  I assume it is simply for that reason,
unless you wish to say something.  I see none.

Let's declare the resolution carried and move to the next resolution
which deals with the remuneration of the chair.  

And consistent with my practice whenever this has been discussed, I
will hand the chair to Dennis.  In fact, when this has been discussed
at the board, I have actually left the room.  I don't think that's --
I'm not sure that counsel is recommending that I do that on this
occasion.

So, Dennis, you have the chair for Item 7 and Rita has indicated
that she will move this resolution.

>>DENNIS JENNINGS:  Thank you very much, Peter.  Let me go straight
to the resolution.  Whereas, the board has determined that it is
appropriate to consider reasonable compensation for the chair of the
board of ICANN.

Whereas, as a non-profit California public benefit corporation that
is exempt from United States federal income taxes because it is an
organization described in 501(c)(3) of the Internal Revenue Code of
1986, as amended, ICANN may not pay more than "reasonable
compensation" for services rendered to ICANN.

Whereas, the compensation committee was tasked with obtaining,
reviewing and considering comparable compensation data before making
recommendations relating to board chair remuneration, taking into
account organization size, geographic considerations, international
presence and other relevant factors.

Whereas, the compensation committee is authorized to engage and to
seek advice from independent professionals with appropriate expertise
in compensation arrangements for board members of U.S.-based, non-
profit, tax-exempt organizations possessing a global employee base.

Whereas, in connection with consideration of compensation for the
ICANN board chair, the Board Governance Committee, in furtherance of
the compensation committee's remit, requested staff to engage the
services of Towers Watson, an international consulting firm, to
assist the compensation committee in compiling and analyzing
appropriate compensation data as to compare built with respect to the
chair of ICANN's board.

Whereas, in making recommendations to the full board regarding the
level of compensation to consider for ICANN's chair of the board, the
Compensation Committee followed the process set forth in United
States treasury regulation 53.4958-6 which is intended to enable the
board to establish the presumption that the compensation to be paid
to the board chair is reasonable for federal income tax purposes.

Whereas, upon due inquiry of its members, the Compensation Committee
concluded that no member participating in the deliberations and
voting on the level of compensation recommended to the board for the
board chair compensation was conflicted.

Whereas, because the board chair, who is also the chair of the
Compensation Committee is conflicted, the board chair did not
participate in the deliberations or voting on the recommendations as
to whether the board should consider compensating the board chair, or
the level of compensation considered.

Whereas, after consideration of the information the Compensation
Committee received, including the comparability data provided by
Towers Watson and the advice and counsel of Towers Watson, the non-
conflicted voting members of the Compensation Committee agreed that
it is in the best interests of ICANN to recommend that the board
consider compensating the ICANN chair of the board.  Whereas, after
consideration of the information the compensation received, including
the comparability data provided by Towers Watson and the advice and
counsel of Towers Watson, the non-conflicted voting members of the
Compensation Committee agreed that -- pardon me while I turn the page
-- agreed that while taking into account organization size,
geographic considerations, international presence, the role and
responsibilities of the board chair and other relevant factors,
determined that reasonable compensation for the board chair would be
U.S. dollars 75,000 per year.

Whereas, upon due inquiry of its members, the board has concluded
that no member of the board participating in the deliberations and
voting on the issue of compensating the board chair was conflicted.

Whereas, because the board chair is conflicted, the board chair did
not participate in the deliberations or voting on the issue of
compensating the board chair.

Whereas, the board considered the information that was gathered
pursuant to the Compensation Committee remit, including the
comparable compensation data compiled and reported by Towers Watson.

Whereas, there has been a full discussion non-conflicted board
members regarding the reasonableness of compensating the board chair
and the reasonable of compensating the board chair in the amount of
$75,000 per year for services to ICANN, taking into account
organization size, geographic considerations, international presence,
the role and responsibilities of the board chair and other relevant
factors.

Whereas, in reviewing the recommendations of the Compensation
Committee regarding the level of compensation best suited for ICANN's
chair of the board, the board followed the process set forth in
treasury regulation 53.4958-6 which is intended to enable the board
to establish the presumption that the compensation recommended to be
paid to the board chairman is reasonable for federal income tax
purposes.

Whereas, if the board decides to compensate the board chair, doing
so will require a bylaws change.

Resolved, with a reference number, the board has determined that it
is appropriate to consider reasonable compensation for the ICANN
chair.

Resolved, the board directs staff to post for public comment for a
period of at least 30 days revised bylaws that would allow for
compensation of the ICANN chair of the board, and after taking public
comments into account, the board will reconsider the matter.

Now I'm chairing the meeting, of course, naturally.  Pardon me while
I fix this.  Do I have a seconder for this motion?  Rita, you are
proposing.  And Ray is the seconder.

Does any member of the board wish to make any comment on this
resolution at this time?  Seeing that nobody wants to make a comment,
can I ask all board members who are in favor of this resolution,
voting in favor of this resolution, to raise their hands.

(Raising hands).

Thank you.  Any board member wishing to vote against this resolution.

Any abstentions?  I see one -- three abstainers.  Thank you very
much.  Resolution passed.

>>PETER DENGATE THRUSH:  Can I -- Peter Dengate Thrush.  Can I just
comment I'm abstaining for the obvious reasons of conflict of
interest.

>>DENNIS JENNINGS:  And, Rod, do you wish to comment?

>>ROD BECKSTROM:  I'm abstaining due to potential perceived conflict
of interest that the chairman of the committee that determines my
compensation.

>>DENNIS JENNINGS:  Steve, do you wish to comment?

>>STEVE CROCKER:  Not at length.  It is very delicate.  It is a
question of judgment.  It is a matter of a potential conflict of
interest so I decided to abstain.

>>DENNIS JENNINGS:  Thank you, Steve.  Concluding that matter, I
hand you back to our chair.

>>PETER DENGATE THRUSH:  Thank you, Dennis.  Let's move then to the
fiscal budget for the coming year.  I would ask, Ramaraj, the chair
of the board's finance committee to take us through this resolution.

Ramaraj?

>>RAMARAJ:  Thank you, Peter.  After I read the resolution into the
record, I would like to make a comment, and I would like to request
Bruce also to support me in another comment, with your permission.

Adoption of fiscal year 2011 budget.

Whereas, on 19 February 2010, ICANN's board approved an update to
the strategic plan.

Whereas, the framework for the FY11 operating plan and budget was
posted in February 2010 for community consultation and was presented
at the Nairobi ICANN international public meeting.

Whereas, community consultations were held to discuss and obtain
feedback on the initial framework.

Whereas, the draft FY11 operating plan and budget was posted for
public comment in accordance with the bylaws on 17 May 2010 based
upon the framework for the FY11 operating plan and budget, community
consultation and consultations with the Board Finance Committee.

Whereas, ICANN has actively solicited further community feedback and
consultation with the ICANN community through online fora, conference
calls, meetings in Brussels, and in the open forum in Brussels.

Whereas, the ICANN Board Finance Committee has discussed and guided
staff on the development of the FY11 operating plan and budget at
each of its regularly scheduled monthly meetings.

Whereas, the ICANN Board Finance Committee met in Brussels on 20
June 2010 to discuss the FY11 operating plan and budget and
recommended that the board adopt the FY11 operating plan and budget.

Whereas, the board has heard comments from the community during the
meetings in Brussels, and with the comment period ending today, the
board will make adjustments to the budget where appropriate in order
to address the community's concerns.

Resolved, the board adopts the FY11 operating plan and budget.

>>PETER DENGATE THRUSH:  Thanks, Ramaraj.  Is there a seconder for
that resolution?  I see Bruce.

Now, any comment on the resolution?  Ram, you wanted to make a
comment?

>>RAMARAJ:  Yeah.  So we received a fair amount of community
feedback online and at these meetings.  And I thought I would take up
on one aspect of that in terms of what we do now and in terms of
process improvement going forward.

So one area that there was a fair bit of feedback was in
constituency support.  So we thought that one area that we would try
and do is request Kevin and his team to give greater detail than is
available in the 83-page report, greater granularity and go down and
share that with the community that's interested in that.  That was
one step.  

And work with members of the community based on that input and see
if there are any changes, any additions, some modifications that we
could still incorporate at this time.

So those were actions arising out of the feedback that we received
from community.

We also felt that we need to work with the supporting and advisory
organizations much earlier in the project process to get that
feedback.  It has been expressed many times as almost like
operational divisions, and we are going to initiate that in maybe
August, September this year to help get more clarity and inputs so
that the budget process continues to improve.

Thank you, Peter.

>>PETER DENGATE THRUSH:  Thank you, Ram.  That's very important, I
think, to acknowledge the community input that's been had and the
various responses, some immediate and some longer term and hopefully
some of them quite structural.

Bruce, were you going to comment?

>>BRUCE TONKIN:  Thank you, Peter.

I just want to talk a little bit about compliance because that's
been a common theme across the GNSO in nearly every certainly
constituency group I attended.  The registry constituency wants to
see stronger compliance of conditions around vertical integration and
we heard yesterday from the working group that that's a major issue
in any proposal coming forward, that any proposed structure needs to
be able to ensure that ICANN manage compliance to whatever that
proposal is.

In the registrars, the registrar constituency believes that the
members that attend these meetings are, of course, all the good guys
and that there are others that don't attend that need compliance.  So
they are keen on compliance, too.

The intellectual property constituency believes we need more
compliance particularly around WHOIS.  Law enforcement believes we
need compliance around WHOIS and generally improving due diligence
around selection of registrars, et cetera.

So I can certainly go on but we're hearing that from lots of
different areas.  And then when people look at the bucket, they look
at what percentage is ICANN spending on compliance and is it spending
more or less.

So the answer to that is it is spending more.  It's spending about
7.7% in addition to last year.  And then if you compare the
compliance against our total budget, it's probably about 6% of
ICANN's total budget goes into compliance.

So I think the next step is we need to go away from just comments
that hey, we should spend more, we should double, treble, quadruple
the budget to having some more concrete proposals about what specific
actions do we want the staff to take.  The staff can then provide
some budget elements against what those actions would be, and then
the board or the Finance Committee can review that and say we've got
three options, different levels of expenditure.  We can put those out
for community comment and do that as part of the budgeting process.

Also, I want to add there are sort of three maybe methods of
compliance and three costs associated with that.  So regardless of
whether you are talking about the compliance of registrants with
WHOIS or whether you are talking about the compliance of registries
in terms of ownership provisions, you can do three things.

One is you can check up front when a registrant registers a domain
name or when a registrar is accredited.  You can do an annual recheck
of those qualifications, if you like, so at the time of renewal.  So
obviously that would be very expensive to do that for 80 million
registrants that we have in the system.

Secondly, you can use an audit approach which a lot of tax
departments do.  They so basically say, well, we don't have time to
check everybody's tax return in detail.  We will use some typically
an algorithm that checks a few things, and if you say your income is
a large number but the amount of tax you need to pay is nearly
nothing, then that usually triggers an audit, you can understand why
that is the case.  So you can do some audits, just picking a few
elements that seem bad.  We can do that with WHOIS.  We can do some
scans of WHOIS and audit of some of it.  Or thirdly use complaints
and you follow-up on complaints.  Our current compliance system at
the moment is basically a complaints-based system.  And what we
haven't included in the budget is some improvements to the reporting
systems for WHOIS data reporting, and ICANN has been spending quite a
bit on that in the last few years to improve that complaint reporting
system.

I want to identify there are three main systems.  They have three
very different levels of cost.  And I think we, as a community, need
to analyze that in more detail.

>>PETER DENGATE THRUSH:   Thanks, Bruce.  I think it's appropriate
to respond to the amount of public comment that we have had about
that particular item association thank you for that clear exposition.

Mike Silber, did you want to comment on the budget?

>>MIKE SILBER:   Thanks, Peter.  Just to indicate that a clause has
been put in the recordals as Ramaraj has indicated to take into
account that there has been a slight confusion or lack of foresight
in terms of the planning that we are passing the resolution when the
public comment only closes today.

And also further that some of the comment received has asked for
further detail to allow people to comment on items that are not clear
to them.

I just think that's a process improvement that we really need to
focus on in future, that we allow significant or sufficient time for
comments to be made and we don't have to rely on ad hoc alterations
after the fact when we have already adopted something.

>>PETER DENGATE THRUSH:   Thanks, Mike.

Anyone else want to comment on the budget?

Seeing none, let's put that resolution which will have the effect of
adopting the budget.

All those in favor, please raise their hands.

Any opposed?

Any abstentions?

Goodness, a clean slate.  Well done.

Let's move to the next one which is an item that we had an item on
our published agenda called the new gTLD budget and there has been
some discussion about that.

I actually asked Mike to move the resolution but there isn't one.

Mike, if you are interested in saying a few comments about the
discussions we had about the new gTLD budget, now is the time.

>>MIKE SILBER:   Thanks again, Peter.

I think the critical issue is recognizing that we're in a process of
continual improvement, and having regards to the discussion around
firstly the budget and secondly the new gTLD budget at the public
forum yesterday as well as during the course of the week, it's our
view as the board that the matter has been appropriately dealt with.

We greatly appreciate the public input.  Obviously, it's an ongoing
public input.  And it certainly will be taken into consideration in
terms of the processes leading up to the final launch of the new gTLD
application process.

>>PETER DENGATE THRUSH:   Thanks, Mike.  So let's move on to the
next item which is in relation to the internal audit function.  And I
have asked George to move this resolution.

George.

>>GEORGE SADOWSKY:   Thank you, Peter.

I'm quite pleased to do this, having listened to Rita Rodin's report
in the Audit Committee of the need and usefulness for this function.

So, whereas the Board Audit Committee, BAC, has been carefully
considering the institution of an internal audit function within
ICANN as a best practice for financial controls and accountability
within the organization.

Whereas, the BAC, through staff, identified an initial scope and
firm to perform the internal audit function and report the results of
such function directly to the BAC.

Whereas the BAC had an initial discussion with the internal audit
firm while in Brussels and provided a brief presentation to the board
on the initiation of the internal audit function.

Resolved, reference number, the board appreciates the Board Audit
Committee's institution of this important step in continued best
practices for audit committees and increased accountability for the
organization.

>>PETER DENGATE THRUSH:   Thank you, George.

Is there a seconder for that resolution?

I see Ramaraj is seconding.

Any discussion about that?

If not, let's put that resolution.  All those in favor, please raise
your hands.

Thank you.

Any opposed?  Any abstentions?

Rita, who is the chair of the Audit Committee, abstains.  I don't
think you are strictly required to, Rita, but if you feel you want
to.  Do you want to make any comment?

>>RITA RODIN JOHNSTON:   It just feels weird to thank myself, I guess.

>>PETER DENGATE THRUSH:   Let's move on -- declare the resolution
carried and we can move on to the next one which is the discussion of
the resolution about the use of the board retreat for considering new
gTLDs.

Bruce, can you take this one, please.

>>BRUCE TONKIN:   Thank you, Peter.  I have pleased you have chosen
a short resolution for me, which is much appreciated.

The resolution reads, whereas the public comment period for the
Draft Applicant Guidebook version 4, which is for both ASCII and IDN
gTLDs, will close on the 21st of July of this year.

Whereas the board intends to work expeditiously to resolve any
outstanding issues prior to issuing of the applicant guidebook,
noting, however, that some issues might be outside of the control of
the board.

Whereas, the board noted a number of issues raised during the public
comment forum in Brussels on which further consideration will be
required.

It's therefore resolved that the board will use its retreat
currently scheduled for the 24th and 25th of September of this year
for the consideration of all the outstanding issues related to the
implementation of the new gTLD program.

>>PETER DENGATE THRUSH:   Thank you, Bruce.  Is there a seconder for
this resolution?  I see George.  Thank you.

Any discussion about this use of the retreat to try and clean up the
-- any remaining issues?

Jean-Jacques.

>>JEAN-JACQUES SUBRENAT:   Thank you, Peter.  As someone who has
been on the board for less than three years, I'm very struck by the
fact that this has been a constant element on the agenda at each of
our meetings, and also in our sessions which are not in public.  And
I have listened carefully to everything which was said in the public
forum on this subject.  And I would like to commend you for proposing
that we set aside a special retreat of the board for this.


I think we owe all our stakeholders a result, and the result has to
be tied to a timeline.

Thanks.

>>PETER DENGATE THRUSH:   Thanks, Jean-Jacques.

Yes, I share that.  Thank you for the kind comments personally, but
coming to the timeline, we appreciate first of all the costs of delay
and then the costs of the uncertainty around this, and that's one of
the intentions, if we can, is to start putting some stakes in the
ground.

Any other discussion about the use of the board retreat?  Of course
what this means is we will probably have to schedule another retreat
where we get on the business that a retreat requires, and that
includes succession and voting and various other matters.

But we have a reasonable time gap between now and the next meeting
in Cartagena.

I will put that resolution.  All those in favor, please raise your
hands.  Any opposed?  Any abstentions?  Katim, you are abstaining or
opposing?

>>KATIM TOURAY:  I am voting affirmatively for it.

>>PETER DENGATE THRUSH:   Thank you.  Declare the resolution carried.

We come then to a resolution concerning the publication of materials
coming to the board as part of our briefings.  And I will ask Katim
to take this resolution.

Katim.

>>KATIM TOURAY:   Certainly, Peter.

Thank you.

The issue of transparency and accountability is two issues that are
very important to the ICANN board, and in that spirit and in that
regard, the board is attempting to trial balloon the idea of
providing to the public materials that it is provided, that it is
provided in readiness for the board meetings.  Of course, this
material would not include material that is confidential.  And I
think, by the way, this would be a very important practice because I
think it will begin to expose a lot of people to the kind of torture
the board gets exposed to when you get hit with like a 200 or almost
300 page board book that we sometimes get.

And the resolution reads:  Whereas, the board has for some time
wanted to share the briefing papers it receives with the community in
the interests of transparency and accountability, and the community
has also requested the publication of these materials.

Whereas, as a proof of concept, staff has prepared a version of the
board briefing materials for the board meeting of 22nd April 2010 for
publication, with confidential material redacted.

Whereas, the Board Governance Committee will assess results of the
proof of concept publication and recommend further guidance to the
board on the practice of sharing board briefing materials.

Resolved, the board directs staff to publish the nonconfidential
portions of the board briefing materials for the board meeting of
22nd April 2010.

>>PETER DENGATE THRUSH: Thanks, Katim.  Is there a seconder for this
resolution?  Jean-Jacques.  I think as chair of the Public
Participation Committee, that is a very appropriate seconding. Thank
you.

Any other comment on this resolution?  Katim.

>>KATIM TOURAY:   I just notice, Peter, there is no resolution
number on this resolution and it is not in bold, and I suppose that
has no implication as to the -- how resolved the board is about the
resolution.  I just thought I would point it out.

>>PETER DENGATE THRUSH:   Thank you.  The practice, as you probably
know, is all these resolutions go through and get carefully numbered
by the legal team afterwards, and sometimes they come out of order. 
I have shifted the order around, as you know, a couple of times
already, so they end up being numbered sequentially.

Thank you.  I'll declare that resolution carried.

And if we can move to the next item which is the Nominating
Committee has been -- there's a position on the Nominating Committee
that is intended to be filled by an academic and technical research
community, but there hasn't ever been selected by the board such a
community or one encouraged to be found.  And so the board has been,
for some time, making an appointment to fill that position.  But
after discussions, we have decided to change that practice.

I would ask Kuo-Wei to read this resolution.

Thank you, Kuo.

>>KUO-WEI WU:   Whereas in the accordance with the Article VII of
section 2.8.c of the bylaws, one voting delegate of the Nominating
Committee, NomCom, shall be selected by an entity designed by the
board to represent academic and similar organization, NomCom academic
member.

Whereas, in prior years, the board did not develop a process for
identifying the appropriate entity to select the NomCom academic
member.

Whereas, in lieu of the identifying selecting entity, the board
previously recommendation from the BGC selected an individual to
serve as the NomCom academic member.

Whereas, it has been determined that the board should no longer
select the NomCom academic member and that an entity should do so.

Resolution, 2010, June 25, 25th, the board directs staff to develop
an entity selection process and evaluation procedure to comply with
the bylaw for the BGC and the board consideration, with a view toward
identifying an entity in sufficient time to select the NomCom
academia member for the 2011 to 2012 NomCom.

Resolved, 2010, June 25th, the board will not appoint a NomCom
academia member of the 2010 to 2011 NomCom.

>>PETER DENGATE THRUSH:   Thank you, Kuo.  Is there a seconder for
that resolution?  I see Ray is seconding that.  Any other discussion
about that?  This is a step to regularize the practice of previous
years.

All those in favor, then please raise your hands.

Any opposed?

Any abstentions?

Carried.

And then we come to item 14, approval of the bylaws in relation to --
which resulted from a reconsideration request and I will ask Rita to
take us through resolution 14.

>>RITA RODIN JOHNSTON:   Thank you, Mr. Chairman.

Whereas the Board Governance Committee fully considered
reconsideration request 10-1 and adopted a recommendation in
response, calling for revisions to the bylaws with respect to the
timing for posting of the adopted resolutions and the preliminary
report after a board meeting.

Whereas the board adopted the BGC's recommendation on
reconsideration request 10-1.  Whereas the BGC has reviewed and
consider the public comments received and recommended the board
approve the bylaws revisions as posted at, and there's a site. 
Resolved, the board approves the bylaws revisions as posted for
public comment in furtherance of the BGC's recommendation on
reconsideration request 10-1.

>>PETER DENGATE THRUSH:   Thank you.

Is there a seconder for this resolution?  I see Katim.  Any
discussion about this?  Reasonably self-explanatory.  All those in
favor, please raise your hands.  Any opposed?  Any abstainers among
us?  I see none.  I'll declare the resolution carried.

That completes the resolutions for which notice was given, and we
come to other business.  

I see Mr. Secretary is attracting my attention.

Mr. Secretary tells me it's not clear we have a record of voting on
the resolution that Katim put for the publishing of the board
material.  So if you wouldn't mind we will just do that again, go
back to Katim's resolution.  We won't read it into the record again. 
It's the one about publishing the board materials for the 22nd of
April and asking the Board Governance Committee to look into this
practice of making the materials in the board briefings available.  

Everyone clear which one we are voting on?  Let's put that vote
again, please.  All those in favor of the resolution as read by
Katim, please raise your hands.  

Are there any opposed?  

Are there any abstentions?  Mr. Secretary, you can record that as
carried unanimously.

Just in general business, I want to make a couple of comments that I
have been giving notice to all of the people that the board has been
interacting with at this meeting that we are looking at the way we do
those interactions at the meeting to improve the use of efficiency
and the use of time for the board to meet the community.  We do have
a kind of institutionalized set of meetings, so if it's Tuesday
morning it's one group, if it's Thursday morning it's another group,
and if it's Sunday night, another group, and I thought it was just
time to have a look at that.  So we have talked to those groups and
asked them to consider how we are meeting with them and how best to
use the time that's available.  

Because of the fact that some of those groups got on back in 1998
and 1999 and set up these meetings that we have got new
constituencies, new groups formed, it's high time we had a look at
that.

The other thing that I think you might be interested in is that we
have changed the timing of the board workshop and as a result of that
we were able to present the board's current thinking on some issues
at the forum yesterday, and I think the board feels that that was a
certainly very much better way of engaging with the community and we
appreciate the community feedback on that.

So more along those lines and thank you to everyone for helping us
maximize the efficiency of the board at these meetings.

There's one other item that I was going to ask Rod to do a comment
on, on some H.R. matters just to give the board an update on those.

Are there any other items of general business, just to get an
indication?

I see none.

So Rod, an update on H.R.

>>ROD BECKSTROM:  The update on HR is unfortunately Doug Brent is
leaving us, so we were opening up a COO search.  We are doing that
with Aguns International, the same firm that recruited Doug in the
first place, recruited myself and other officers of ICANN.  We have
posted the applications online.  You can apply online.  We are
receiving applications.  We are working through the applicants and
have just started interviewing.  

I would hope we bring that process to a successful conclusion within
three to six months.  But we will take however much time we need to
find the right candidate.

We've also recently posted the vice president of global partnerships
online.  We're taking applications, and encourage you to think about
the best candidates that you would know for that position.  That's
the update.

>>PETER DENGATE THRUSH:  Thanks, Rod.  I particularly encourage
people to use their networks to help us find the best people for this
fantastic organization.

Bruce?

>>BRUCE TONKIN:  Thanks, Peter.  Just a really quick comment. 
Looking at the ICANN home page, and you go down to the very bottom of
the page in very fine print, there is a section called "careers." 
That's where all the job listings are there.  I think there are 11 or
12 job listings currently.  But it is accessible from the home page.

>>PETER DENGATE THRUSH:  Thank you, Bruce.  We will appoint you as
navigator from here on.

Any other comments about those HR items?

If not, I will hand back to you, Rod.

>>ROD BECKSTROM:  So, Doug, I would like to invite you to please
join me on stage for a historic moment for ICANN.  We normally
recognize the comings and the departure of board members and CEOs. 
And this is the first time in ICANN history, at least that I know of,
that another board member has been recognized for their exceptional
contribution.  And this is a very special moment for a very special
man.  I think that the ICANN board and the previous CEO made an
excellent move in creating the chief operating officer position in
ICANN to coordinate our operations, which are extremely complex. 
This is a very, very dynamic and complex organization.

So that was a good move.  Actually, an excellent move.  But there
was an even better move they made, Doug, and that was hiring you. 
You are one of the most exceptional managers and leaders that I've
seen in an organization.  And what you have done here in the last 3
1/2 years is to build not only a foundation for this house but walls
and structure in the retrofit and remodel that has really boosted the
capacity of the organization, the professionalism and the
strengthening of processes.  And you have done that with the utmost
attention to the quality of your relationship with staff members and
also the community.  And you provide an outstanding model in that
sense.

So we're all going to miss you hugely.  And our loss is, indeed,
Silicon Valley's gain.  But we are just very, very sorry to see you
go.  We have a tradition at ICANN which is giving board members an
ICANN jacket when they join the board.  And in this moment, it is my
honor to give to you an ICANN board jacket as you complete your role
as COO.  Please stand and join me in congratulating Doug.

(Standing ovation.)

>> Encore, encore.

>>DOUG BRENT:  I promise to keep this extraordinarily brief knowing
I stand between you and airplanes and lunch and everything else.  I
will say it really has been an honor to work with everybody here and
here and the staff, and I'll miss you all.  Thank you very much.

>>ROD BECKSTROM:  Thank you, Doug.  You are the best.  Thank you.

>>PETER DENGATE THRUSH:  That brings to a close the board meeting in
Brussels, unless there's any further business.  I see none.  I will
declare the meeting closed.  Thank you all, ladies and gentlemen. 
See you in Cartagena.

[Applause]