ICANN Board Meeting
ICANN - SYDNEY
Sydney, Australia
26 June 2009

>> Ladies and gentlemen, if you'd take your seats, we'll be beginning
our program in approximately two minutes.  Thank you.

>>PETER DENGATE THRUSH:  Ladies and gentlemen, sorry for the delay in
starting this morning.  Just the current delay is we're trying to
connect up our beloved board member from New York who is going to be
joining us.  Rita's in New York and going to be joining by
videoconference and I'm just quite sure where the link is.  As soon as
we get that up or I get news that we can't get it up, we'll begin.  So
thank you for your patience.

>> She's on the screen.

>>PETER DENGATE THRUSH:  There's the video screen on the far side and
that's Rita.  Rita, welcome to Sydney.

>>RITA RODIN JOHNSTON:  Thank you very much.  Hi, Sydney.

[Laughter]

>>PETER DENGATE THRUSH:  Let me declare this meeting of the board
open.  Thank you all very much.  We begin with a practice that I've
adopted recently in relation to a matter number of matters that come up
on the board agenda that there doesn't need to be any discussion about
because they've been discussed so often so we have this in a consent --
in items where there's a consent agenda and I'll ask Steve Goldstein,
please, to take us through the items in that consent agenda.  Steve.

>>STEVE GOLDSTEIN:  Thank you, chair.  Resolved, that the consent
agenda resolutions are hereby approved and they should scroll by on
your screens so I'll read them off.

Number 1, designation of the Seoul meeting as the annual general
meeting.

2.  Approval of charter of community-wide working group to review the
structure of ICANN's present geographic regions.

3.  Approval of Board Governance Committee's recommendation of board
committee and leadership selection procedures.  That's not the
selections yet; it's the procedures for selecting.

Number 4.  Approval of Board Governance Committee's recommendation on
committee membership.

Number 5.  Approval of composition of the ccNSO review working group.

Number 6.  Allocation process for single, two- and select three-
character domain names in dot pro, including proposed contract
amendment.

Number 7.  Receipt of the ICANN plan for enhancing Internet security,
stability, and resiliency.

Number 8.  Acknowledgment of at-large summit work.

And Number 9.  Approval of minutes.

Thank you, chair.

>>PETER DENGATE THRUSH:  Thank you, Steve.  Is there a seconder for
the consent resolution?  I see Dennis Jennings.  Thank you, Dennis.

All those in favor please of the resolution adopting those other
resolutions please say aye.

[Affirmative responses]

>>PETER DENGATE THRUSH:  Any opposed?

[Silence]

>>PETER DENGATE THRUSH:  Abstentions?

[Silence]

>>PETER DENGATE THRUSH:  Carried.  We come then to a resolution
concerning an aspect of GNSO improvements which have been occupying the
community and the board for a considerable time.  We are pleased to
report some progress and I'll ask Raimundo Beca, please to take us
through this resolution dealing with the stakeholder group charters. 
Raimundo.

>>RAIMUNDO BECA:  I will make a short introduction of this resolution.

The resolution covers two:  The stakeholders group charters and the
changes in the bylaws related to the GNSO improvement.

There has been a lot of work, as Roberto Gaetano mentioned this
morning, a lot of work about these two issues with the second one
(inaudible) in the name of the board and the different GNSO structure,
their constituencies, the -- and the drafting team GNSO has on the
changes on the bylaws.

The liaisons to the board and to the SIC to the GNSO improvement work
have been quite involved and quite happy to read this and to move this
resolution because I have been personally involved and I have big
gratitude with my colleagues on the SIC on our side and our counterpart
on the other side.

We have -- it's impossible to mention all the people who have been
working, but I for sure have to mention Avri as the chairman of the
GNSO and there's a lot of work here.  We're certain that this is not
perfect, but it has an objective or a double target.

The first target is to seat the new GNSO Council at Seoul, and the
second target is to seat, as soon as possible, the new PDP structure
which is really what's, of course, the most important issue, in my
opinion, on the GNSO reform.

The resolution reads like this:

Whereas, the board determined at its May 2009 meeting that the
proposed charters for four new GNSO stakeholder groups require
revisions to ensure equitable participation and representation by new
constituents.

Whereas, the Structural Improvements Committee (SIC) has made
revisions to the various charter documents and shared them with
proponents of each stakeholder group.

Resolved, the board directs the SIC to continue working with the
community and stakeholder group proponents to ensure that the proposed
stakeholder group charters are appropriately revised to meet the
board's vision for the GNSO improvements and restructuring initiative,
and (b) ensure that the board will have four stakeholder group charters
ready for the board action at its July 2009 meeting.

Resolved, that in the recognition of the additional time required to
engage with the community on new stakeholder group charters, the board
hereby postpones the seating of the new GNSO Council until the ICANN
meeting in Seoul, South Korea in October 2009.

Resolved, in order to ensure that this new goal can be achieved, ICANN
staff is directed to post for public comment draft bylaws amendments
regarding restructuring that have been developed by the GNSO community
so that the board can take action on them at its July meeting.

>>PETER DENGATE THRUSH:  Thank you very much, Raimundo.  Is there any
discussion about this resolution?

Does it have a seconder?  I see Mike Silber.  Thank you, Mike.

Any further discussion about it?  If not, I'll put that resolution. 
And this time I think we won't have you shouting and deafening the
audience with enthusiastic yeses.  I'm sorry, that's useful when we're
having the telephone conversations but here it's a much more visual
thing so would all those in favor please raise their hands.

[Show of hands]

>>PETER DENGATE THRUSH:  Thank you.  Any opposed?

[No hands raised]

>>PETER DENGATE THRUSH:  Abstentions?

[No hands raised]

>>PETER DENGATE THRUSH:  Carried.  Now, the next resolution, it gives
me great pleasure to introduce to the audience from this position the --
a new -- one of the new board members, Ray Plzak.  Ray was the former
CEO of ARIN and has been appointed by the address support organization,
and I'll call on Ray, after that welcome, to take us through resolution
3, which deals with a further aspect of GNSO improvements.  Ray Plzak.

>>RAY PLZAK:  Thank you, chair, and thank you for those kind comments.

This resolution recognizes work that's been done in the area of the
proposed GNSO constituency applications, and to make matters simple and
brief, it just says we need to keep this going and so the idea of this
resolution is to move it along.

So I move this resolution as it's been presented.

>>PETER DENGATE THRUSH:  Thank you.  Is there a seconder?  I see
Roberto.  Any discussion about this aspect of the GNSO improvements
program?  If not, and seeing none, I'll put the resolution.  All those
in favor of this resolution, please raise your hands.

[Show of hands]

>>PETER DENGATE THRUSH:  Any opposed?

[No hands raised]

>>PETER DENGATE THRUSH:  Abstentions.

[No hands raised]

>>PETER DENGATE THRUSH:  Carried.  Thank you.

Which brings us to the next budget and I'd like to call on the chief
financial officer, Kevin Wilson, to take the stage and just give the
board and the community can share a further presentation in relation to
some aspects of the budget for the forthcoming year.  Kevin.

>>KEVIN WILSON:  Great.  Thank you, chair.  First of all, an
excitement of the upcoming meeting in Korea and I just have to say
(English translation of Korean) Honorable ladies and gentlemen in this
great hall, warm greetings.

[Applause]

>>KEVIN WILSON:  So this slide really captures the essence of the
budget process, which is to maximize participation and ensure financial
soundness.

This year, as in past years, we married the budget and the operating
plan together.  Four months -- to allow four months of community
participation.

I think I -- in my calendar, I counted 25 actual meetings and
conference calls with different community members.  I know that their
executives also met on the budget SO there were lots of community
comments.  I think there were 75 pages.  And we also provided more
feedback than ever before.

Okay.  Good.  Thank you.

In recap, the revenue is at 63.6 million and this reflects a reduction
of the registrar fee to 18 cents to accelerate universal adoption of
the new RAA.

It also reflects the community feedback to curtail growth to 5%, so we
have a 54.4 million, which is 4.9% growth over fiscal year '09.

The total expenses with bad debt, depreciation, and contingency, at
58.7 million, which drops to the contribution to the reserve fund of
4.9 million, which is less than hope -- planned for in the strategic
plan, but still contribution to the reserve fund.

This also reflects that the revenues for the new gTLD program and most
of the expenses for that new gTLD program would be covered in a
separate budget amendment about 90 days before the launch, and this
budget also reflects the board finance committee recommendation to
adopt the budget.

Next slide.

This captures the community feedback comments, the 75 pages and
analyses.  You can see there the red checks were the ones that were
directly impacted into -- and incorporated into the draft budget, which
was posted on the 17th of May.  In accordance with the bylaws.

The red circles indicate those that we're addressing or have
addressed, either indirectly or are in process, so I'll just pick two.

Say the second one is lower transaction fees as part of the RAA
discussion was requested and that's part of the draft.

I'll pick another one, say questions about the investment policy being
too risky.

The -- under the direction of the board finance committee, we have
been -- engaged an investment policy consultant to review that policy,
and their initial recommendation is that it's generally okay and that
we're going to come back in July to the finance committee with specific
analysis for that.  So stay tuned.

And then the next slide.

This is just a recap that although we have curtailed the growth to 5%,
it still incorporates the costs and resources required for the new gTLD
launch, and as well -- and also the continued plan to grow out the
contractual compliance area of -- which includes a 30% growth in that
area, but generally little or no growth in most of the ICANN operations.

Next slide.

In addition to community feedback this year we launched more reporting
on the dashboard, and also more reporting on the budget.  In
particular, the functional reporting, which identifies our costs not
just in the way accountants think, in natural accounting, but also the
way the community has asked for in functional reporting, so that we're
identifying it by the projects and functions -- new gTLD, IDNs, et
cetera -- and the general comments back on that reporting is favorable
but they want more, the community wants more.

In particular, they'd like to see it in the interest areas, and so
we've introduced the expense area group reporting and in active
consultation with the board finance committee, and we've been reviewing
this, and this is actually open for public comment and as Chris
Disspain mentioned this morning, we've extended out to July 13th, so
we'd encourage your comments on the cost analysis that's included in
there.  I think that concludes the budget presentation.  Thank you very
much.

>>PETER DENGATE THRUSH:  Thank you, Kevin.  Just are there any
questions from members of the board in relation to the budget?  If not,
I'll call on Ram, the chairman of the board finance committee, to move
the resolution adopting the budget for the next year.

>>RAJASEKHAR RAMARAJ:  Thank you, Peter.  Before I do that, I thought
I'd just highlight a couple of points.

One, I really wanted to commend Kevin and his team for the effort that
they have made in reaching out to the community and seeking feedback,
and I think that has helped in remodifying and taking that input and
seeing this budget.

So thank you, Kevin, for that.

[Applause]

>>RAJASEKHAR RAMARAJ:  The second is that keeping in mind the kind of
market environment we are in, even on the revenue side, the BFC and the
finance team have looked at a very conservative revenue tool, not just
on the expenses but we thought it may be prudent to review this about
six months into the year.

So about December, we thought we would take stock as to how the
revenue and expenses are coming up, according to plan, so that's
another step that is new this year that we are planning to bring.

And three is, as Kevin said, the investment policy has been reviewed
by an external consultant.  That input just came in.  It seems to show
that the old policy was sound, but we are studying it and we will come
back to you with more inputs on that.  But it looks like it's good, and
the fund itself is doing much better than when we spoke last time.

So I would now like to move the resolution as shown there.  So so moved.

>>PETER DENGATE THRUSH:  Thank you, Ram.  Is there a seconder?  Steve
Goldstein seconds.  And Bruce would like to make a comment.

>>BRUCE TONKIN:  I'd just like to make a comment.  I'd like to speak
in favor of approving this, and I will be voting in favor.  But I also
just want to note that my employer is a registrar, and I have abstained
from any discussions of any specific fees set for the registrars as
part of the budget.

>>PETER DENGATE THRUSH:  Thank you, Bruce.  Any other comments or
questions of the chair of the finance committee?

If not, I'll put that resolution.  All those in favor of adopting the
budget please raise their hands.

[Show of hands]

>>PETER DENGATE THRUSH:  Thank you.  Any opposed?

[No hands raised]

>>PETER DENGATE THRUSH:  Any abstentions?

[No hands raised]

>>PETER DENGATE THRUSH:  Carried.  Well done to all the finance team.

[Applause]

>>PETER DENGATE THRUSH:  The next item is in relation to the
appointment of members of the Security and Stability Advisory
Committee, a group set up that's become increasingly important as the
security and stability of the Internet has come more and more to the
minds of many particularly governments.

And it gives me pleasure on this occasion to introduce a further new
board member appointed by the ccNSO, Mike Silber.  Mike's an attorney
who practices as an attorney and a consultant from Johannesburg and has
been a member of the ccTLD community where I have known him for some
time.  So Mike, it gives me great pleasure to welcome you to the table
today and to call on you to move this resolution.  Thank you.

>>MICHAEL SILBER:  Thank you, Peter.  I'm assuming that calling on me
has nothing to do with me being a risk to the safety and security of
the Internet.

[Laughter]

>>MICHAEL SILBER:  Whereas, the SSAC does review its membership and
make adjustments from time to time.

Resolved, the board appoints the individuals identified below to the
Security and Stability Advisory Committee.  

And then a list of very eminent and qualified names.  And then in
addition:  

Whereas Mike St. Johns was appointed to the ICANN Security and
Stability Advisory Committee on December 5, 2004.

Whereas, wishes to acknowledge and thank Mike St. Johns for his
service to the community by membership on the Security and Stability
Advisory Committee.  Resolved, Mike St. Johns has earned the deep
appreciation of the board for his service to ICANN by his membership on
the SSAC and that the board wishes Mr. St. Johns well in all future
endeavors.  

>>PETER DENGATE THRUSH:  Thank you, Mike.  Is there a seconder for
that resolution?  Janis seconds.  Sorry, no, it needs to be -- oh, is
it Mike?  Oh, wrong arm.  Sorry.  You have to put numbers on your hands
that you can see.  Thank you, Ray.  So seconded by Ray.  

Any discussions about the appointment of these new members to the SSAC?

All right.  All those in favor, please raise your hands.

[Show of hands]

>>PETER DENGATE THRUSH:  Thank you.  Any opposed?

[No hands raised]

>>PETER DENGATE THRUSH:  Abstentions?

[No hands raised]

>>PETER DENGATE THRUSH:  Carried.  And we welcome those new -- those
members and those new members.

We come then to an issue relating to internationalized registration
data and I'll call on Katim Touray to take us through this resolution. 
Thanks, Katim.

>>KATIM TOURAY:  Thanks, chair.  Good morning, everybody.  As we all
know, ICANN has been working very diligently with the community, the
gTLD and the ccTLD community, to introduce internationalized domain
names, and we also know that although there is a standardization of the
format for delay of domain labels, this is not the case with regards to
the information or the display of information about entries in the
domain name system.

And so people who display -- or people who have data in nonstandard
formats generally have problems explaining the information about domain
name registration.

This resolution is forming a working group to study the issue and then
report back to ICANN about what is the best way moving forward to
address this very important issue.  And I'll read.

Resolution Number 6.

Display and usage of internationalized registration data.

Whereas, ICANN has been working towards the introduction of
internationalized domain names (IDN) with the gTLD and ccTLD
communities.

Whereas, support for the characters from local languages in domain
name registration submission and display is an issue that affects many
communities across the GNSO, ccNSO, ALAC, and GAC.

Whereas, while standard formats are defined for domain labels, no
standard format is required for elements of a domain name registration
record (registration data) as contact information, host names,
sponsoring registrar and domain name status.

Whereas, members of the community with knowledge and expertise in
these areas have identified topics of inquiry in the display and usage
of internationalized registration data, including applications and
Internet user experience, data reliability, accuracy and operational
issues, and security and standardization issues.

And it lists a number of links that would -- that provide additional
information.

Whereas, the board recognizes that discussion and resolution of these
issues would be beneficial to the introduction of Internationalized
Domain Names.

Resolved, the board requests that the GNSO and SSAC, in consultation
with staff, convene an internationalized registration data working
group comprised of individuals with knowledge, expertise, and
experience in these areas to study the feasibility and suitability of
introducing display specifications to deal with the
internationalization of registration data.

The board directs the internationalized registration data working
group to solicit input from interested constituencies including ccTLD
operators and the ccNSO during its discussions to ensure broad
community input.

The board further directs staff to provide a dedicated staff person
and additional staff resources as -- additional staff resources as
staff determines to facilitate the work of the internationalized
registration data working group.

>>PETER DENGATE THRUSH:  Thank you, Katim.  Is there a seconder for
that resolution?  I see Roberto.  Thank you.

Any comment -- discussion?  Steve Goldstein?

>>STEVE GOLDSTEIN:  Yes, thank you, chair.  I fully support the intent
of this resolution.  I fully support the idea that there be a working
group.  And I understand that the working group is going to need staff
support.

Having said all that, I would just like to look at the final part of
the resolution:  The board further directs staff to provide a dedicated
staff person.

So I'd like to make a more general comment.  Our work program keeps
accreting new things that we must do, important things that we must do.
These things require staff support, and so our staff grows.

At some point in any organization, as staff continues to grow, the
organizational structure takes on a requirement that the way they do
business change to be able to meet the new size.  Inevitably, in most
organizations as the organization gets larger, these changes means that
it also gets more bureaucratic.

Sometimes when it gets more bureaucratic, it also means that things
take longer to get done.

I'm not suggesting that adding one person for the purpose of this
working group would do that, but I do request that management look very
carefully at the addition of new staff and sometimes think of things we
might just cut out of our program and decide not to do or decide to put
lower on our priority list, rather than add new staff.

However, I will vote for this resolution and certainly support its
intent.  Thank you.

>>PETER DENGATE THRUSH:  Thank you, Steve.  I've just asked Paul if
he'd like to comment as it does involve one of his areas of
responsibility, which is resource allocation.

>>PAUL TWOMEY:  Thank you, Peter, and thank you, Steve.

I think your broad point is a very valid one.  I think it's certainly
kept in -- very much in mind by the senior executive, and is an active
part of the discussion that takes place in any preparation of the
overall operational planning process.

There is, as I think you're implicitly recognizing, a tension between
increasing demands to achieve our mission and issues raised by the
community, particularly through the strategic planning processes, and
then the -- the requirements to support.

But I think your basic point is very right.  I think you shouldn't --
you should not consider that every time there's a resolution that says
"direct staff to provide a dedicated staff person" that means it's a
hire.  We do obviously look at -- in this case, I think, a reallocation
of an existing person.

But your concern is something shared, I know, in the culture of the
executives who are very conscious of the tensions you raise.

>>PETER DENGATE THRUSH:  Thank you.  Is there any further discussion
about the resolution?

In which case I'll put T all those in favor please raise your hands.

[Show of hands]

>>PETER DENGATE THRUSH:  Thank you.  Is anybody opposed?

[No hands raised]

>>PETER DENGATE THRUSH:  Does anybody want to abstain?

[No hands raised]

>>PETER DENGATE THRUSH:  If not, I declare that carried.

We come then to another item emerging from the work of the Security
and Stability Advisory Committee and I'll call on the former liaison to
the board from the SSAC, now full board member, but currently the chair
of the SSAC, to take us through this.  Thank you, Steve.

>>STEVE CROCKER:  Thank you, Mr. Chairman.

The formal title of this resolution is "Prohibition of Redirection and
Synthesized DNS Responses by TLDS."

This work is a continuation of a lengthy series that emerged full
force back in mid-September 2003, when this activity was in the com
domain.

I'll skip the reading of the first part of this, except to note the
words that we believe this poses a clear and significant danger to
security and stability of the domain name system, and move to the
resolution itself.

The resolution involves four parts.

Resolved, that new TLDs, including both ASCII and IDN gTLDs and IDN
ccTLDs should not use DNS redirection and synthesized DNS responses. 
Staff is directed to revise the relevant portions of the draft
applicant guidebook to prohibit such redirection and synthesis at the
top level for new gTLDs, and to take all available steps with existing
gTLDs to prohibit such use.

Further resolved, that the board direct staff to communicate and
disseminate, in July 2009, the concerns regarding harm caused by
redirection and synthesizing of DNS responses with appropriate parties,
including the ccNSO, ccTLD operators, and the GAC, who might be able to
ensure measures are taken to assure the integrity of error responses as
well as name resolution in -- for ccTLDs.

Also resolved, the board requests the ccNSO provide a report on
mechanisms that could be employed to ensure that redirection and
synthesis at the top level is effectively prohibited.

And finally, resolved, the board invites the GAC to consider what
measures could be taken to alleviate harm that can be caused by
redirection and synthesis of DNS responses at the top level.

And speaking as chair of the SSAC, I greatly appreciate the support
that the board has shown in this area in the past.

>>PETER DENGATE THRUSH:  Thank you, Steve.  Is there a seconder for
this resolution?  Harald Alvestrand.  Thank you, Harald.

Any discussion about the impact of this?  Thomas?

>>THOMAS ROESSLER:  As the technical liaison to the board, I wanted to
express that I'm very pleased with the resolution that is before us
here.  This resolution serves to ensure that the DNS remains an
infrastructure that behaves in a predictable way, and does it on a
global scale, as we introduce new gTLDs.  This predictability is a
critical piece to the success of services that are built on top of the
DNS, on top of the Internet.  It's a critical piece for the success of
infrastructures like the World Wide Web, but also to the ability of
innovators to build new services and I wanted to thank Steve and the
SSAC for bringing this forward.  Thank you.

>>PETER DENGATE THRUSH:   Thank you, Thomas.  Steve Goldstein.

>>STEVE GOLDSTEIN:   Thank you, Chair.  Just one more thing.  It just
occurred to me that as we explore the tension between thoughts of
reducing the size of the board and whether or not advisory committees
would be formally represented on the board, I reflect on the value of
what just occurred and the extreme value of the advice from the SSAC,
knot withstanding the fact that the SSAC chair is now a voting member
of the board but previously had not been and that we have other
advisory committees like the RSSAC represented on the board.  So it
just makes me, you know, reluctant to dismiss such membership easily
from the board.  Thank you.

>>PETER DENGATE THRUSH:   Thank you, Steve.  Any other comments about
the resolutions that Steve has introduced?  In that case I'll put that
resolution.  All those in favor please say aye.  Or do both.  Thanks. 
Keeping things humming.  Any opposed?  Any abstentions?  Carried.

Which brings us to the President's Strategy Committee recommendations,
the President's Strategy Committee published its report and in Mexico
the board directed staff to investigate and report back on the
implementation on some of the recommendations.  This is a further
resolution dealing with implementing and exploring those
recommendations and I'll call on Jean-Jacques Subrenat, who since his
appointment to the board has you been a member of the President's
Strategy Committee and has participated in much of the preparation of
the work and the international consultations around the world on that
work. 

So, Jean-Jacques, this resolution, please. 

>>JEAN-JACQUES SUBRENAT:  Thank you, Chairman.  I would like to say
that it is at the request of the two cochairs that I'm presenting this
to you, and as a member of the PSC.  I must say that this work has been
carried out over a fairly long period of several years and there has
been a speeding-up of this work and an intensification over the past
two years, more or less, under the stewardship and guidance of the two
cochairs.

What I would like to point out is not so much the quantity of the work
as the importance and the interest that this work has represented for
the community in general.  I would like to underline that there were
many consultations and also there were several comment periods.  And
this resulted in many comments, some criticisms, some very good
suggestions also, which, of course, were taken into account in later
versions of the improving institutional confidence documents.

For instance, on accountability, I think that was a very important
contribution from the community.  And the whole exercise was actually
aimed at, first of all, identifying the further needs or the future
needs of the global Internet community, of identifying also the global
challenges for ICANN, and finally, trying to identify the solutions by
which ICANN could better meet the needs of its community and the
Internet in general.

So with that brief introduction, I'd like to read through the wording
of this proposed resolution.  Whereas the President's Strategy
Committee here called PSC was established in 2006 to advise the
president and the board on strategic issues facing ICANN.

Whereas during the midterm review by the national telecommunications
and information administration in the United States in February 2008 of
the joint project agreement, the PSC was identified by ICANN's
chairman, Peter Dengate Thrush, as the group to facilitate discussions
with the community about the issues raised regarding ICANN's planned
transition to the private sector.

Whereas, that the PSC was asked to outline a plan for developing a
transition framework.

Whereas, the PSC conducted several public meetings around the world
and ran two online consultations on successive drafts of its documents.
Whereas, that the PSC delivered a draft implementation plan on
improving confidence to the board at ICANN's Mexico City meeting in
March 2009.

Whereas, that at the board meeting on the 6th of March, 2009, the
board thanked the Piscitello for its work and posted the report for
public comment for 60 days.

Whereas, the board resolution also directed staff to evaluate
implementation of the proposals and report its findings to the board.

Whereas, "improving institutional confidence:  the way forward," a set
of proposed staff implementation recommendations was accomplished on 1
June 2009, and you have the reference there, for community review.

Whereas, a range of community feedback has been received throughout
the Sydney ICANN meeting.

Whereas the governmental Advisory Committee has proposed a joint board
GAC working group to initiate a process to consider the role of the GAC
within ICANN.

Whereas, the board has reviewed the recommendations mentioned below
from the PSC and considered the public input offered on the
recommendations, the consequent staff recommendations, and the GAC
communique of the Sydney meeting.

Resolved, the board resolves to establish a board-GAC working group to
review the GAC's role within ICANN and ask this working group to also
engage the ICANN community in fully consultative process on GAC's role
within ICANN, improving institutional confidence, the way forward,
Appendix A, recommendation 1.6.

Invite the GAC to nominate a cochair of the joint working group and
request the BGC to nominate five directors, one of whom to serve as
cochair, to serve on the joint working group by 31 July 2009.

Request the board-GAC joint working group to consider measures to
enhance support to the GAC's work, including interpretation of
meetings, translation of documents, extension of travel support for GAC
members from the least developed countries and remote participation at
ICANN meetings.  And there's a reference.

Request the board and GAC joint working group to propose better ways
for governments to be informed about ICANN and for enhanced
opportunities for the GAC to meet with the ICANN board and community. 
Reference.

Approve staff working with the leadership of the SOs and the ACs to
establish guidance on disclosing and handling conflicts of interest
across the SOs and ACs.  Reference.

Task staff to explore further improvements in coordination and
potentially increased cross-participation between SOs and ACs,
especially during the issue-identification stage of a new policy
initiative.  Reference.

Task the CEO to develop a staff code of conduct.  Reference.

Task the staff to develop procedures and guidelines for implementing
the practice of producing executive summaries of all substantive,
published documents.  I will hereby abstain from giving reference.

Continue progress towards attaining operational management excellence,
including in revenue and expense planning and management, strategic and
operational planning, and accountability for operational and financial
results.

Resolved, that the following proposals, including the possible bylaws
amendments proposed in the "Improving Institutional Confidence: the Way
Forward" report, be posted for 60 days for public comment. 
Establishment of a special mechanism for the community to require the
board to re-examine a board decision, invoked by a two-thirds majority
vote of two-thirds of the councils of all supporting organizations and
two-thirds of members of all the advisory committees.

Establishment of a new independent review body with powers to review
the exercise of decision-making powers of the ICANN board under three
general rubrics of fairness, fidelity, and rationality.

The board encourages active community consideration and comment on
these proposals, including by legal experts on judicial review
mechanisms and including enhancements of these PSC proposals.  Further,
the board directs staff to commission input by independent experts on
the proposal for a new independent review body.

That's it, Mr. Chairman.

>>PETER DENGATE THRUSH:   Thank you, Jean-Jacques.  And I understand
that Raimundo, a further member of the President's Strategy Committee
on the board wants to second this resolution and to speak to it,
Raimundo.

>>RAIMUNDO BECA:   As a former member of the PSC, I would like to
underline two points of which, in my opinion, are quite important.

The first one is that the -- with this resolution, a process which was
made not in the regular forum of ICANN, but because the -- in the PSC
committee, the PSC committee was not a regular committee of the ICANN
structure.  So it was with the contribution of people who were not
necessarily a formal part of the community, and with a mixture of them
with the board members.  And we came to a number of recommendations. 
And now, with this resolution, this recommendation can become a part of
the ICANN process and with the consultation with what was there for 60
days.

The second thing for -- the second issue I would like to also to
underline for the record is that I was positively surprised or
positively -- yes, surprised, to see that even organizations that in
the statement they were quite critical on the -- to the way of --
regarding the accomplishments of the JPA so quite critical of the
position of ICANN in this respect.  They recognized that the PSC, the
consult of the PSC work was a good one.  So I think that these two
points that I'm underlining, they match one with the other.  Thank you.

>>PETER DENGATE THRUSH:   Thank you very much, Raimundo.  Is there
other further comments?  I think Janis and Roberto.

>>JANIS KARKLINS:   Thank you, Chair.  I would like to place on the
record my appreciation, the way how board treated GAC suggestion to
create joint working group.  I appreciate the rapid response and
proposed timetable which certainly will allow us already in Seoul to
get together and engage in serious discussions about a subject which
certainly is of utmost importance not only for the GAC but for ICANN as
a whole.  Thank you.

>>PETER DENGATE THRUSH:   Thank you, Janis, Roberto.

>>ROBERTO GAETANO:   Thank you, Mr. Chairman.  First of all, I would
like to commend the incredible work of the PSC.  I think that if we go
through these points, we can understand how much in those -- in the
years of life of the PSC, how good indications have been given and how
much this organization is progressing.  Thanks also to the work of this
committee.  I'm also looking forward to the establishment of this joint
committee that I'm sure that will bring us forward.

However, I will -- after long thinking, I will abstain on this motion.
And I would like to make clear that this is in no way an
underestimation of the work of the PSC.  I, as I said, it was
tremendous work.  But I think we have failed to capture a lot of other
things that are in the report and in the work of the PSC.  And I think
that we are missing a chance for making some more progressive and more
important statements.

I'm confident that this will come in the future, and I would really
suggest that our community and the board will take a strategic view in
mind, now we are in the moment of change, we are having a new CEO.  I
think that there's also a change in the U.S. administration that is,
whether we like it or not, influential in our relationship,
international relation and our collocation.  And I think I'm looking
forward to having in ICANN and the board and the international
community that is more courageous in making a precise statement and
giving clear direction to the community.  There are certain things like
-- that are vital for us like the establishment of clear statements
about our rooting and our headquarters being in the U.S. and the
relationship of -- with the U.S. Government being a U.S. corporation
but on the other hand, there is the necessity for our organization to
look more and more at the international -- establish an international
presence without, of course, substituting the international presence to
the presence of the headquarters in the U.S.  And I think that we could
have done a little bit more thinking to come up with some more -- more
precise statement and better direction.  

So in the whole purpose of saying I'm happy but not enough and to look
at the future and let's go forward and let's go even more forward in
the future, I would declare my abstention to the approval to this
motion.  Thank you.

>>PETER DENGATE THRUSH:   Thank you, Roberto.  I've noted your
abstention.  I would just suggest as we go around the table that -- and
before we actually come to a vote, this is not intended to be the end
of the board's treatment of the recommendations of the PSC.  This is,
in fact, the second iteration as we process what is a large amount of
work with significant consequences.  As the resolution sets out in
Mexico, we took our first step of instructing the staff to explore
implementation issues and amongst those issues was the investigation of
the provisions of alternate -- of other legal jurisdictions that would
provide an international not-for-profit corporation status which is
relatively rare around the world.  So that's the first step.  And now
we have a second step where a number of matters are being dealt with. 
Very important matter.  And I think some of them may look simple, but
the recommendation to provide executive summaries of all the key
documents, for example, some of these may seem like small steps but
they're all designed to improve communication and build confidence. 
There's some crucial resolutions here, adopting statements made by the
community at this meeting about developing independent review
mechanisms, for example, so I just mention some of the smaller ones,
some of the larger ones, and there's more to come so there will be
further opportunities for the board to pass resolutions about the
recommendations of the PSC, so any suggestion, if you like, that we
have missed an opportunity, I think, is incorrect.  We will have
opportunities to pick up more of the work.

So I just think, as we're talking, please, don't feel that you have to
abstain because not all of the recommendations of the PSC are yet dealt
with by the board.  They will come.

Other speakers?  Paul?

>>PAUL TWOMEY:   Thank you, chairman.  And I wish to reinforce what
you just said.  I think that is true.  I just want to put on the record
my thanks to members of the board in consideration of these materials
and to the members of the PSC.  But more importantly, to the members of
the community who have been intensely involved in a lot of these
discussions on these issues over, you know, now several years, in many
places around the world where we've had public meetings and telephonic
meetings, et cetera.  I'd like to thank very much the input we received
from members of the community here in Sydney.  I'd like to appreciate
the attention that the community gave to the documents put out in
public notice in the beginning of June.  And, you know, note that the --
you know, the board really listened to what was said, I think that can
be seen very much in terms of the recommendations, the resolution
dealing with the mechanisms for accountability and this resolution
specifically calling for further community consideration and comment
looking for a legal expert on judicial review mechanisms input
including dedicated, you know, commissioning of people who actually
work in that particular area.  I know people like Becky Burr and others
have been very influential and strong on those points.  So I think I
just want to reinforce the importance of the engagement this has had at
the community level.  And, obviously, as you said, Chairman, this is a
board resolution statement that is not a final brick in the wall at
all.  This is a sort of, still a work in progress, if you like.

>>PETER DENGATE THRUSH:   Thank you, Paul.  Any other comment from the
board?

Adopting these particular aspects of the PSC report.  If not I'll put
the resolution them.  All those in favor, please raise your hand.  Any
opposed?  Roberto, would you like me to record your abstention?

>>ROBERTO GAETANO:   Please do so.

>>PETER DENGATE THRUSH:   Thank you, abstention Roberto.  Declare the
resolution carried, thank you.

And we move to another example where a group from the community have
performed extraordinary service and I refer, of course, to the work of
the IRT team.  People will recall that we invited a group of experts to
come together, in Mexico we invited the group of experts to come
together and almost incredibly here we are at the very next meeting and
a final report has been delivered and a substantial amount of
consultation has begun on that report.  So I'll call on members
associated with this work and associated with the community in which
it's coming to move and second this resolution.  Rita, are you able to
move this resolution?

>>RITA RODIN JOHNSTON:  I'm here, thank you.  As Peter mention, the
board thought in Mexico City that it might try this little experiment
of convening some experts in trademark issues since staff in the draft
applicant guidebook had indicated that trademark issues were one of
these four overarching issues that were still somewhat underdeveloped. 
And we asked the IPC to form the IRT and gave them a very short time
frame within which they were to do their work.  And we're pleased to
see that they organized themselves extremely quickly, stuck to the time
frame and produced a very comprehensive report.  

On a personal note, I'm very sorry to have missed the meeting in
Sydney for a number of reasons, but not the least of which is to miss
the presentation of the IRT report and to hear the various debates and
discussions that have occurred.  I understand they have been of an
extremely substantive nature.  I also understand that some members of
the committee that have been on different sides of the issues, even as
late as today had meetings and tried to come to some common ground.  So
I think that at least makes me happy that this experiment maybe worked
and that we can get people to come together and develop ideas and
continue to debate issues.  

So I encourage everyone to make sure that they do send their comments
in so that the board can get reports from the staff and continue this
important work.

>>PETER DENGATE THRUSH:   Thank you, Rita, for moving that.

>>RITA RODIN JOHNSTON:   Do you want me to read it?

>>PETER DENGATE THRUSH:  Let's see if there's a seconder.  I think
Bruce Tonkin wants to second it.

>>BRUCE TONKIN:   I'll second the motion if I can say a few words
about it as well.  I think, as Rita says, having been in the
discussions over the last few days, it's been interesting to see that
the -- the intent, I guess, of the IRT is to deal with abuse of some of
the registration processes, but it was also identified in some of the
sessions during the week that when ICANN comes up with various dispute
mechanisms, they, in turn, can be abused by, let's say, the other side
of the ledger.  And so I think in both cases during the week, as people
have got beyond their more sort of immediate actions, have actually
started to delve into the detail, the discussions become much more
about some general problems that either side has.  And I think the key
thing is not to get into those discussions where you almost invent
corner cases saying, you know, what if this happened.  I think the key
is to identify real cases that have happened on both sides where we're
seeing some common forms of some abusive registration and therefore we
can talk about the methods to deal with those, and likewise if we can
identify some common cases with evidence where the dispute mechanisms
have been abused or, let's say, gamed that we can actually look at some
of those common cases.  And I think if we do that on both sides, I
think there's a lot of hope that these solutions can be evolved further
into a form that actually meets the needs of both parties, and in
particular make sure that we support and protect both the smaller,
small businesses and individual registrants as well as recognizing the
cost of managing abuse for some of the larger organizations.

>>PETER DENGATE THRUSH:   Thank you, Rita.  I interrupted you, could
you, please read the resolution.

>>RITA RODIN JOHNSTON:   Sure, Peter.  Whereas, trademark protection
has been identified by the community as a significant issue in the
introduction of new gTLDs.

Whereas, the board resolved in March 2009 to convene an implementation
recommendations team comprised of an internationally diverse group of
persons with knowledge, expertise and experience in the fields of
trademark, consumer protection, or competition law, and the interplay
of trademarks and the domain name system to develop and propose
solutions to the overarching issue of trademark protection in
connection with the introduction of new gTLDs.

Whereas, the board further requested that the IRT distribute its draft
report by the 24th of April to interested members of the community for
comment and produce a final report to be published no later than the
24th of May for consideration by the ICANN community at the Sydney
meeting.

Whereas, the IRT has devoted considerable time, effort, and dedication
to meeting this request, and has delivered a draft and a comprehensive
final report.

It is resolved that the board thanks the members of the IRT for their
intensive engagement on these issues and their detailed and articulate
proposals.

>>PETER DENGATE THRUSH:   Thank you.  Any further discussion from the
board.  Wendy, you'd like to speak.

>>WENDY SELTZER:   Thank you, Peter.  I'd like to echo thanks to the
members of the IRT for their work and also to thank the other members
of the community from whom I've heard careful and thoughtful
discussions of this report even in its early stages.  I'm at-large
liaison to the board and I know that the At-Large Advisory Committee
and its regional members have spent significant time producing a
statement opposing many of the specific recommendations of the IRT
report and so I want to note that this is just the beginning of a
process and want to thank all of the members of the community who have
been giving us their very helpful input into the places where trademark
issues are a challenge and the places where overreaching responses to
trademark concerns can also be a challenge and to thank everyone for
their continued work in reaching -- in helping us to find the consensus
for an ultimate response.

>>PETER DENGATE THRUSH:   Thank you, Wendy.  Other comments?  Steve
Goldstein.

>>STEVE GOLDSTEIN:   Yes, thanks.  I've had reports that actually the
IRT and some NCUC representatives met.  And actually discovered that
they had common ground which gives a reason for hope that maybe some
constructive things might occur.  If I may, it reminds me of something
I read many, many, many years ago back in college, I think it was
attributed to Freud.  He talked about a case where he had two
delusional women, each of whom was certain that she was Mary, mother of
Jesus.  And so he decided to put the two women in a room and lock them
in a room until they -- to see what resolved.  And finally, they came
out and they were both just embracing each other and happy, and he
said, "wonderful, wonderful, so what have you decided?"  And one of
them said, "yes, we've learned that I am Mary, mother of Jesus, and
she's my mother."  But anyway, whatever constructive might come out of
such meetings, that's wonderful news.

>>PETER DENGATE THRUSH:  Any further comments on the resolution? 
Can't quite see who that is down there?  Raimundo.  Thank you.  Please.

>>RAIMUNDO BECA:  I would like only for the record to express my
concern that this IRT exercise --

>>PETER DENGATE THRUSH:  Raimundo, could I ask you to get closer to
your microphone, please?  Thank you.

>>RAIMUNDO BECA:  Only for the record, I would like to express my
concern that this IRT exercise, which is very important, very
interesting, may slow down even more the process of the new gTLDs.

My concern is related also to the fact that many, many of the
recommendations, if they are -- if they are adopted, they -- probably
they should be appliable not only to the new gTLDs but to the
incumbents also.

Even though I will -- I will vote in favor, but for the record, I will
express my concern about this.

>>PETER DENGATE THRUSH:  Thanks, Raimundo.  Any other comments?

Thank you.  Then I'll put the resolution, just before Paul goes.  All
those in favor, please raise their hands.

[Show of hands]

>>PETER DENGATE THRUSH:  Thanks.  Any opposed?

[No hands raised]

>>PETER DENGATE THRUSH:  Abstentions?

[No hands raised]

>>PETER DENGATE THRUSH:  Thanks, Paul.  Carried.

We come then to an update.  I've asked for staff to give the board,
and in the circumstances, to share this with the community, an update
on a number of strands in relation to new gTLDs that have occurred, and
a lot of questions for the board and for the community -- from the
board and from the community as to how we go forward with some of
these.  So I've asked Kurt Pritz, who is managing the new gTLD process,
just to take us through a number of the issues.

Where are we going?  What's the next step?  With the IRT, with the
registry/registrar separation and the other issues that have been so
thoroughly debated here in Sydney.

So Kurt, could you give the board, please, an indication of what the
next steps are going to be in relation to the treatment of some of
these crucial issues?  Thanks.

>>KURT PRITZ:  Sure.  Thank you very much, Peter.

Could you bring up the set of slides that start with trademark
protection?  We probably have a good segue into that set of issues.

And while we do that, I just want to echo my thanks to the IRT members
for all the hard work they did, too, and that's very inadequately put,
but I think they know how I feel and the ICANN staff feels about their
efforts enabling the whole gTLD process to stay on this aggressive
schedule that we've set.

So with regard to trademark protection, I think we're in the middle of
a process considering how best to implement the GNSO recommendation
that new TLDs shouldn't infringe the right of others, and so what we
want to talk about here is where we are and where we're going.

So where we are is that at we just discussed, the IRT was formed at
the direction of the board to recommend solutions to trademark issues
in the new gTLD implementation.  And the IRT filed their preliminary
and final reports that recommended seven specific solutions.

They also posted quite a bit of other information -- minutes from all
their meetings, backgrounds of all their members.  And it's this work
that's kept us on schedule.

That work, as everybody here knows, is posted for public comment.  I
think the comment period closes on July 6th.

And now, what we've done is set the stage for a series of discussions
regarding the effectiveness and the implementability of the suggested
solutions for inclusion into the new gTLD process.

So like I said, we're right in the middle of this process.  We've
received the IRT recommendations.  We've received the recommendations
from others.  And we've started a series of consultations -- the first
one here in Sydney -- to consider those -- all those recommendations
and to get a sense of what sort of support there are for them, and also
what suggestions there are that might improve them.

And to go forward, then, we're going to have this set of
consultations.  This one here in Sydney, one in New York, one in
London.  And synthesize the results of those and then ask IRT members
that are willing to do so, and other community experts, to collaborate
on changes that might be made to the recommendations as a result of
those consultations.

And at the end of that, say at the end of August, mid-August, the end
of August, staff plans to come back to the board and the community with
options for a strategy going forward.  Sort of a straw man model based
on the public comment of these -- on these recommendations.

So more specifically, then, for each recommendation we want to gauge
the support and potential amendment, based upon the community
recommendations, so I think Bruce did a good job in moderating the
session on trademark protections, sometime in the last -- on Wednesday,
in getting an indication of where there was support and where a change
might be required.

And then as I said, we'll ask -- we'll review these potential changes
with IRT members and other members of the community.

We will, in parallel with that, also perform -- understand the costs
associated with the implementation and so that a cost/benefit analysis
can be used to inform decisions about the best ways to implement these
protections.

And also, there's been a lot of discussion this week about policy
implications.  What are policy questions and what are implementation
questions?

So accompanying this synthesis will be an analysis of the policy
implications of each of those things.

So as I said, the -- staff will get back to the board and the
community with a report on the results of this work sometime around the
end of August.

And that's what I have to say about IRT and trademark protection.

>>PETER DENGATE THRUSH:  Thank you.

>>KURT PRITZ:  If that's the right tone.  And we'll continue on with --
in this vein.  The vertical integration slides, we'll talk next.

Vertical integration and the restrictions on co-ownership of
registries and registrars is a very important issue to be decided.

The structure -- you know, how to structure the marketplace and how it
should be configured to best provide benefits to registrants, because
that's who we're focused on here, right?

So where are we and what's the path forward here?

We won't know till I push this button.

So the current -- the current registry agreements prohibit a registry
from acquiring more than 15% of a registrar directly or indirectly. 
And those last three words also result in quite a bit of discussion
about what that means.  There's clearly been an ICANN position on it,
but still it's a widely discussed issue.

And this new gTLD environment will present a number of ways for
registries and registrars to work together, a number of opportunities,
and as we learned in the economic presentations that were made, the
economic study presentations that were made, those combinations can be
either structural or contractual.

So even I learned something at an ICANN meeting.

And what's important, though, is the status quo wording in the
registry agreement really doesn't address a lot of the issues that were
raised by these possible new combinations.  A lot of the situations
that will occur when new gTLDs are created and the possibility of
combinations increase.

So the status quo really isn't an option here for us.  I think change
in some regard is the only option to address the concerns and questions
that have been raised by interested party and community players in this.

So so far, here's where we are.

And again, this has been part of a process and part of a standard
ICANN analysis of issues.

But ICANN commissioned and received a report from Charles River
associates that analyzed the working place and recommended a limited
lifting of the co-ownership restrictions.  That was followed by face-to-
face meetings in New York and Los Angeles where various models were --
for this limited integration were discussed.

And since the publication of one of those models, there's been
considerable comment from the community, both in the new gTLD comment
fora and also in publicly-posted letters to the ICANN board and staff.

So we'll transition --

So then finally -- so we got those comments.  And then finally here in
Sydney, we had a discussion that was led by highly esteemed members of
the economists and that community to develop -- to provide education
and develop a ground for going forward.

So the approach going forward would be this, then:  That the session
we had with the economists really laid out a number of questions for
ICANN.  The big ICANN that we're all -- where we all are here.  To
resolve.  And depending upon the answers to the questions, that would
indicate instances where integration should be encouraged and instances
where continuing restrictions should be encouraged.

So I think that the next step is for ICANN -- the big ICANN here -- to
come together again and get the answers to those questions.

So we'll hold additional sessions with those economists or other
experts, sessions for staff, sessions for board, and sessions for the
community, to arrive at the answers to those questions posed by the
economists so we can build a model going forward.

And I think after those sessions, again, that staff will be prepared
to provide an advisory as to where the community is on this issue, and
where -- what our expert analysis is, in time for the Seoul meeting.

>>PETER DENGATE THRUSH:  Thank you, Kurt.  Is that the end of the
presentation?

>>KURT PRITZ:  Heck, no.  I got one more.

>>PETER DENGATE THRUSH:  Okay.  Thank you.

[Laughter]

>>KURT PRITZ:  This is about IDNs.  And in particular, when we talk --
we're talking about IDNs in certain cases in gTLDs and in certain cases
in ccTLDs.  And particularly we're talking about the three-character
requirement in the gTLD process that a name, regardless of the script,
has to be at least three characters.  And also, we want to talk about
management of variants, which was a highly discussed topic here in
Sydney.

And the purpose of this discussion and the whole issue is to ensure
that the introduction of IDNs really does facilitate regional
participation in the DNS.

So where are we?  What do we want to do and how are we going to get
there?

So with regard to the three-character requirement, this is sort of two
presentations in one.  Practice and protocol requires that all two-
character codes be interpreted as country codes.  That's in the
documentation.  But as we learned here, and in previous meetings --
certainly -- that there are many languages where meaningful words can
be represented in less than three characters.  And for those scripts,
this -- the three-character requirement would pose a restriction for
the use of IDN gTLDs under the current rules.

So we wish to determine a set of rules -- sort of an exception -- so
that gTLD strings in certain cases, in some cases, can be less than
three characters.  But to do that in a way without interfering with the
two-character code rules and the existing protocols.

So that's the set of issues posed by the three-character issue.

And then we have variant characters and top level domains.  This is an
issue that affects both ccTLDs and gTLDs, so both the fast track
process and the new gTLD process.

So this is a very complex issue, and it's very difficult, I think,
sometimes for people coming to the microphone to address it.  Not me,
but, say, in the public forum in short order.

Variant characters are characters where a single character has two or
more representations, so it might be in the same script, that in an IDN
table there will be two different characters that -- two different
characters which may look or may not look similar that really represent
the same character, and variant top level domains then are -- would be
top level domains that contain variant characters.

So you can see that if we have variant TLDs in the root zone, a
negative effect might be that allowing them might result in user
confusion because they might look or mean something very similar.

On the other hand, excluding them may disenfranchise certain cultures.

If -- if a TLD is not allowed, people using a certain character set in
a script may not be able to have a TLD in the characters in which
they're used to -- used to expressing themselves.

So that's sort of the conundrum.

So, you know, broadly, to attack both issues, staff is going to form a
working team with the appropriate linguistic expertise, technical
support to gauge with the relevant language communities, to develop a
set of recommendations for the three-character issue, and also the
variant management issue, and report back with recommendations to the
board and the community in time for the Seoul meeting.

Just to put a point on it, and to end my talk, with regard to
variants, you know, it's sort of a multi-step process where we'll first
better define the whole problem for the community.  You could tell by
how I struggled with the definition of it at the beginning that it's a
com -- it's somewhat complex.

And then determine whether blocking or reservation of TLDs is
necessary to perform -- to prevent user confusion.  And then in the
case where variant TLDs are delegated, we want to ensure that the user
experiences just as good when there's variant TLDs in the root as when
there's not, so that there isn't user confusion, and to determine what
the responsibilities of the TLD operator are in order to ensure that
the IDNs are launched in a way that really benefits users.

So I'm sorry if I took up too much of your time but they're all three
complex issues.

>>PETER DENGATE THRUSH:  They are, Kurt, and I'm very grateful for the
direction that you've given the board and incidentally the community on
the way forward on these issues, because they are complex and they have
interrelationships that sometimes you don't all appreciate.

I know Paul wants to comment.  Any other comment from the board?  Katim.

>>KATIM TOURAY:  Thanks, Peter.  Thanks, Kurt.

I'm just curious.  You mentioned, Kurt, in one of your slides that you
were in the middle of a process, and just to be on the safe side, do
you mean that literally or figuratively?  I mean are we halfway there?

>>PETER DENGATE THRUSH:  He's asking about the board -- your use of
the word "middle" I think.

>>KURT PRITZ:  Yeah.  So it certainly wasn't a precise term, but
certainly we are where we intended to be.

So for example, with trademark issues, we expected to receive the IR --
IRT report in time for discussion at this meeting, in time to discuss
these three other sessions we're going to hold.

So it's tough to say what percentage we are, but we can say we're
hitting the milestones we planned to.

>>PETER DENGATE THRUSH:  Thanks, Kurt.  And Ram?

>>RAJASEKHAR RAMARAJ:  Thanks, Peter.  Two comments.  One on the
vertical separation.  This last week, I've heard a number of comments
from people in the business that in the current set of rules, there
seems to be some loopholes.  And I was wondering that before we decide
to maintain status quo or change rules, whether we could take a look at
some of those loopholes and see what it is and take advice from the
community as to how to plug that before we look at that.  That was one.

And the second was I'm extremely pleased to see this working group or
working team on looking at two-character and one-character --
especially in my region where it will have great impact and I would
like to thank the staff for looking at that.  Thanks, Kurt.

>>PETER DENGATE THRUSH:  Thanks, Ram.  And Ram Mohan wants to speak. 
Ram?

>>RAM MOHAN:  Thank you, Kurt.  I'm extremely pleased as well that
you're -- that staff is forming a working team.  The issue on variants
as you went through is a complex matter, but it's an important matter,
you know, from the region I come from, in Asia, all the way from the
Middle East into, you know, the Indian region, into China, et cetera.

It's a very important issue, so strong support and I'm particularly
glad that you will be -- your team will be reporting back by the Seoul
meeting.

So that is timely, and, you know, is encouraging in terms of both the
gTLD and the ccTLD process.

>>KURT PRITZ:  So luckily for both of us, Tina Dam will be managing
that.

>>PETER DENGATE THRUSH:  Okay.  Paul.

>>PAUL TWOMEY:  Thank you, Peter.  I wonder if I can segue from the
presentation just to make the following statement, in response to some
public comments we've received during the week.

In particular, some communications from Steve Metalitz.  Earlier this
week in discussing the subject of WHOIS requirements for new gTLDs, I
referenced dot tel as an example of ICANN making an accommodation for a
registry operator in response to issues of compliance with local data
protection laws.

ICANN's procedure for handling WHOIS conflicts with privacy law will
be available for all registries and registrars that might have issues
along these lines in the future.

To clarify, the current proposed WHOIS requirements for the new gTLDs
are set forth in detail in the recently posted revised excerpt from the
new gTLD applicant guidebook, which is open for public comment through
the 20th of July, 2009.  Thanks, Peter.

>>PETER DENGATE THRUSH:  Thanks very much.  Any further comments?  If
not, I'll say thank you very much to Kurt, and to members of the board
and everyone who helped with that presentation.

The observant among you will notice that I have actually shifted item -
- that's actually Item 13 on the agenda.  That's the board response to
discussions arising from Sydney.  We go now then to Item 10, which is a
resolution concerning this, and I'll ask Harald to take us through
resolution 10.

>>HARALD TVEIT ALVESTRAND:  Thank you, Chairman.  The basic message of
this resolution is, yep, we're in the middle of the process; let's
finish.

Whereas, staff has posted additional memoranda and updated guidebook
excerpts for public comment.  See URL.

Whereas, discussions have continued here in Sydney and whereas the
public comment on these documents is open through 20 July 2009.

Resolved, the board thanks the community for their constructive and
helpful feedback and requests all interested parties to submit comments
prior to the close of the comment period.

Resolved, the board directs the staff to continue its implementation
work on new gTLDs, with due consideration of all inputs, and to produce
a revised draft application guidebook and a comprehensive set of
implementation documents for public comment and discussion prior to the
ICANN meeting in Seoul.

>>PETER DENGATE THRUSH:  Thank you, Harald.  Is there a seconder for
that resolution?  Katim?  And is there discussion on that?  Harald and
Raimundo.  Harald?

>>HARALD TVEIT ALVESTRAND:  Just a note that the resolution does
encourage the community to have discussion prior to the Seoul meeting.

We have learned that there needs to be a little time between
discussion and a decision, so the more we can get discussed before the
Seoul meeting, the more we can decide when we get to Seoul.

>>PETER DENGATE THRUSH:  Good point.  Raimundo?

>>RAIMUNDO BECA:  I'm going to vote in favor of this resolution.  Even
if I -- personally, I think that the -- we are not really meeting the
time lines we were expected to have since this process started.  And to
this extent, for the record, I would like to underline the same thing I
said about the IRT, extended now for the scaling of the root which is
another study which will be made and also for the vertical integration
study, because if we are going to delay because we are to have a result
of the IRT, a result of the -- of the scale of the root and a result on
the vertical integration, well, we are -- I think that we will not meet
the time line.  Thank you.

>>PETER DENGATE THRUSH:  Thanks, Raimundo.  Are there further
speakers?  Janis?

>>JANIS KARKLINS:  Thank you, chair.  Just to place on the record that
it is our understanding that staff continuing its work on
implementation plan will consider not only new inputs but also existing
inputs, and here I'm referring to GAC principles on new gTLDs, and
WHOIS data.

>>PETER DENGATE THRUSH:  Thank you, Janis.

Anyone else?  Mike.

>>MICHAEL SILBER:  Thanks, Peter.  I'd just like to clarify the
resolution doesn't specifically refer to the IRT.  Kurt, however, in
his presentation made mention of involving the IRT together with other
members of the community in further discussions around intellectual
property rights protections.

Now, taking away at all from the excellent and dedicated work that the
IRT did, having delivered a final report the IRT dissolves and the IRT
has no longer any sort of status and I think the resolution doesn't
talk to it, but just lest there's any confusion, members of the IRT
participating in future, participate merely as members of the community
with the same standing or status as any other community member and
there is no special status aside from their previous membership or
involvement in the IRT.

>>PETER DENGATE THRUSH:  I'm not quite sure that's true.  I know
members of the IRT are regarding themselves as functus officio --
finished their job -- because they've delivered their report, but they
are a group actually formed by the board and I'm not sure that we're
actually going to let them off the hook straightaway.  Let's think more
about that.

Certainly they are involved in these additional consultations and
presenting their report.  No one else is going with them to present
their report.

But I think the thrust -- whatever the sense of that, the thrust of
this resolution is the good one, is thanks for the work and directing
staff to continue and to continue along the lines that Kurt and others
have laid out.

Any further discussion?  If not I'll put the resolution.

All those in favor please say aye -- sorry.  Raise your hands.

[Show of hands]

>>PETER DENGATE THRUSH:  Any opposed?

[No hands raised]

>>PETER DENGATE THRUSH:  Abstentions?

[No hands raised]

>>PETER DENGATE THRUSH:  Carried.  We come then to another important
part of the structural review program that's been going on in
restructuring the elements of ICANN and I'll call on the chair of the
structural improvements committee, Roberto Gaetano, to lead us through
resolution Number 11.

>>ROBERTO GAETANO:  Thank you, Mr. Chair.  I'll just say a couple of
words.

I think that this -- the review process has been longer and more
difficult than what we had envisaged in the beginning, and I think that
what the community and the bylaws were thinking was going to be a quick
track that could be done with -- every three years has become a major
effort, and I think that one of the guiding principles in proposing
this bylaw change is the fact that once we have -- we will be finishing
this first cycle, we need to have a reasonable period of adaptation to
digest the big changes that are coming into this organization that are
reshaping this organization as a consequence of the review process.

So there has been consensus in sending a clear message to the
community that this cannot be done on an ongoing basis, and, therefore,
we have proposed this set of bylaws change that I'm going to read now.

Whereas, Article IV, Section 4 of the bylaws governs the ICANN
organizational review processes.

Whereas, the current cycle of three years between structural reviews
has proven to be impractical, the board has determined that five years
between cycles, if feasible, would be more practical.

Whereas, the Structural Improvements Committee has the responsibility
for reviewing and suggesting changes as warranted to ICANN's policies
and processes governing the organizational review.

Whereas, the Structural Improvements Committee, based on lessons
learned during the first cycle of organizational reviews of key
structures of ICANN has agreed that modifications are needed to Article
IV, Section 4 of the bylaws.

Whereas, the Structural Improvements Committee recommends that the
board direct staff to post proposed revisions to Article IV, Section 4
of the bylaws for public comment.

Resolved, the board directs staff to post for public comment a set of
proposed revisions to Article IV, Section 4, of the bylaws.

>>PETER DENGATE THRUSH:  Thank you, Roberto.  Is there a seconder for
that resolution?  Jean-Jacques?  Thanks.  Any discussion about the
shift in the efficacy of the review mechanism?  If not, I'll -- Steve
Goldstein.

>>STEVE GOLDSTEIN:  Yeah.  Just to reinforce those findings, when I
had the privilege of joining the board, the London School of Economics
review had been published for a few months, so that was 2 1/2 years
ago.  We're still trying to agree on what the steps should be.  It's a
complex process.  It takes time.

Let's say that very soon we can implement these things, so that would
be about a 3-year period.  Before we can take stock, we've probably got
to allow a few years to see if things work.

So I think this -- the implication, to me, anyway, that it's about a
minimum of a five-year cycle unless something just jumps up at you
where you have to reconsider changes on the fly.

But I think the five-year cycle, as a minimum, is about right for
these periodic reviews.

>>PETER DENGATE THRUSH:   Thank you, Steve.  Any other comment.  All
those in favor, please say aye -- I'm sorry, raise your hands.  Thank
you.  Any opposed?  Abstentions?  Carried.

Coming then to one of the particular reviews that forms part of the
structural review work and it's in relation to the at-large and I'll
call on Jean-Jacques who is a member of that group to explain that
resolution for us, Jean-Jacques.

>>JEAN-JACQUES SUBRENAT:   Thank you, Mr. President, Mr. Chair, I'm
going to present the draft resolution.  In fact, this report, this
final report of the working group on the ALAC review and, that seems
like a very long name, which is the advisory -- which is the final
reports of the ALAC working group requires a few words of explanation. 
So as a member of this group, I am very happy that I had the
opportunity to work with some of my colleagues and the management or
the guidance and very focused guidance, very clear, of Tricia Drakes,
whom I thank here.  I would also like to say that there were many
periods of comments, and this gave the opportunity to receive many
advice and many ideas of quite value.  Of course, we worked on the
basis of an independent report, and all of this, and I'd like to
underline, once again, that it was complex, the consultations were
complex, and many.  And that brings us to our final report.  I would
like to highlight three things.  Firstly, the most important element
and the most noticeable in this report is to suggest the appointment to
the board of members that will be designated under the ALAC.  I think
that when this motion is adopted, it would be quite a turn historically
-- a focal point historically regarding the way our organization is
making room for individual users.  This is why that in the final report
that we chose to, we chose the expression which is ALAC, is the main
natural home of individual users and to make it easier for
interpreters, I will try to translate in English -- (in English) for
the voice of individual users.

(In French)  At the same time we recognize that this bottleneck
process gives rise to other solutions that are possible.  And I refer
here, too, and I couldn't find a French title so I put it in English,
user (inaudible) within the GNSO.  

Finally, we ought to be careful or pay attention to the fact that
within this report, there is a recommendation which organization,
ICANN, brings all possible support, including financial support for the
implementation of our recommendations.

(In English) Thank you for that.  And now I'll read the proposed
resolution.  Whereas, at its 20 June 2009 meeting, the board's
Structural Improvements Committee approved the ALAC review working
group's final report, URL.

Whereas' the report's recommended allocation of two voting directors
to at large requires consideration of alternative options and
recommendations arising out of the board review process to reduce the
size of the board and reconsider the eyes and composition of the
Nominating Committee.

Whereas, the other recommendations formulated by the ALAC review
working group can move to the implementation phase, as noted by the SIC
Structural Improvements Committee.

Resolved, the final report of the ALAC review working group is
received by the board, and the working group chair, and its members are
thanked for their work.

Resolved, the board directs ICANN staff to assist the at-large
community in developing a proposed implementation plan and time line
for the recommendations in the report (except for those that are still
under consideration by the board).  These plans and time line should be
submitted to the Structural Improvements Committee for review and board
approval.

Resolved, the board will consider options to implement the
recommendation to allocate to at-large two voting directors and
implications for the size and could composition of the board and the
nominating committee after receiving recommendations from the board
review working group and the structural improvement committee.

>>PETER DENGATE THRUSH:   Thank you, Jean-Jacques.  Is there a
seconder for this resolution?  Rajasekhar Ramaraj, thanks, very much. 
Discussion?  Steve Goldstein?

>>STEVE GOLDSTEIN:   Thank you, chair.  I cannot accept the final
resolution paragraph the way it is.  Reading, "The board will consider
options to implement the recommendation to allocate to at-large two
voting directors," and so forth.

There are many reasons why, but the way this is now stated, it pretty
well biases the discussion or the consideration that we talk about in
the direction of two voting directors.  Not one, not none, but two.  I
would like to offer a friendly amendment, if I may, sir.  Chair, may I
offer a friendly amendment?

>>PETER DENGATE THRUSH:   Well, you can certainly start the process,
Steve, let's see what it is that you're proposing.

>>STEVE GOLDSTEIN:   I would propose that it read as follows:  "The
board will consider options regarding voting representation from the at-
large community."

>>PETER DENGATE THRUSH:  Harald -- I'm sorry, just before --
technically, as a matter -- that amendment needs to be either accepted.
Let's try not to be too formal about it.  Is there a seconder for that
amendment?

>>RAYMOND A. PLZAK:   Chair, I'll second for the purposes of discussion.

>>PETER DENGATE THRUSH:   Thank you, I appreciate the facility that
provides.  So is there discussion, now, about the effect of this
amendment?  And Harald was first and then I think Roberta.

>>HARALD TVEIT ALVESTRAND:   Chair, I respectfully oppose the
amendment.  I believe that the SIC has recommended that the board
accept the recommendations of the -- has -- the SIC has recommended
that the board should accept the recommendations of the report,
including adding board members selected by the at-large.  And the
amendment, as stated, would say that we are leaving this recommendation
in limbo rather than rejecting or accepting it.

>>PETER DENGATE THRUSH:   Harald, can I just respond quickly,
factually, to that?  The resolution, when it came up from -- that
resolution was put by the SIC to the board, I think at the May meeting,
and it was not accepted.  The board was split.  And I can't remember
whether we voted or whether it was withdrawn.  But it has not yet been
approved.  And the chair of the SIC accepts it.  But there was a matter
of some debate as to how to deal with the issue.  I was disappointed
because this is the crucial decision -- this is the bottleneck on which
a number of other resolutions turn in relation to restructuring. 
However, the board was at the last meeting undecided about whether to
accept that part of the recommendations of the at-large report.  And as
a result, there has not yet been a decision to accept this.

My understanding of this resolution was this was an SIC attempt to
keep moving forward in the face of that indecision by the board, and
it's a matter of the wording that Steve Goldstein has responded to.  It
was to consider options arising from or consequential upon, in other
words, if the board were to accept the resolution, what might the
consequences be.  And I'll come to Roberto now because that's the
explanation I got from the chair of the SIC last night when we
discussed this and Wendy, I'll come to you.  Roberto, are you able to
help with that?

>>ROBERTO GAETANO:   Well, I think it needs a few -- a little bit of
explanation, because otherwise the community doesn't understand what's
going on here.  The -- for sure, the ALAC review working group has
recommended that two voting members from ALAC or from the at-large
community were elected to the board.  This is a crucial issue as it
interacts, interfaces with a lot of other issues related to NomCom
review, related to board review, and to a certain extent, also with the
GNSO review.

So in order to have a bit of clarity and better directions, for the
further work of the SIC and of the working groups that are working
under the coordination of the SIC, the SIC has proposed to the previous
board meeting to have a declaration of principle, a resolution that
accepts, in principle, the election, the direct election from ALAC or
from the at-large community off to board members.

This has been rejected, actually, I join you in not remembering
exactly if the proposal was withdrawn or rejected but the fact is that
there's a clear willingness from the board not to proceed in this
direction at that time.  And the SIC has got mandate from the board to
explore this in the context of the other options that we have and the
other reviews.

Taking these instructions from the board, the SIC has instructed the
board review committee to prepare different snare years that include
zero or one or two seated, ALAC-seated directors.  And this is a work
in progress.

So this is the situation.  And the SIC acknowledges that at this point
in time, the board is not willing or not ready or whatever, but we are
not asking the board to accept the concept of having two directors
elected by ALAC.

Now, let's come to the report of the at-large review working group.  I
thought that we had an agreement or that we could reach an agreement on
receiving this report thanking for the work and saying for actions that
are going to be taken following this report, we wait until the results,
further results from the board review working group and the further
comments from the structural improvement committee.  So I'm not a
lawyer, English is not my mother tongue, and I'm not the best person to
worth Smithing a resolution but I want to make sure that my
understanding is that the board should accept the ALAC review working
group and state that further action based on that report are going to
be postponed following further work from the other working groups and
from the structural improvement committee, that was the understanding. 
If the wording doesn't reflect that, I'm sorry and I apologize.

>>PETER DENGATE THRUSH:   Thank you, Roberto.  Just, if we could just
scroll to the top, I think you can see that the resolution does most of
what you said, it does receive the report, it does direct -- it's just
this last -- so just go through the resolutions, so the first thing is
the final report is received by the board, as you said, yes, down a
bit.  Directs our staff to assist the at-large community to develop a
proposed implementation plan and a time line, yes, that's not a
problem, it's just this last bit, and, as you say, this is not intended
to accept the resolution to grab the voting seats.  So we need some
wording that talks about we either get rid of this or we say, as you
said, that it's waiting for further advice from the board review
working group and the Structural Improvements Committee.  And the
trouble is this resolution looks like it's authorizing that decision
which is at present unauthorized.  Now, the question really at the
moment is does Steve Goldstein's work -- does Steve Goldstein's
amendments achieve what you've just described as what should be
happening, Roberto.  Would you be happy with "The board will consider
options regarding voting representation from the at-large community"
instead of "implement the recommendations"?  And implications for the
size after receiving recommendations?  That sounds like what you just
said.

>>ROBERTO GAETANO:   Mr. Chair, as I said, I feel challenged in
choosing the best word to translate this concept.  I would respectfully
suggest if our procedures allow, to suspend decision on this and to go
forward.  And if and when we have a break, we have skilled people in
drafting resolution to give us a final text that reflects what I think
is the common understanding of the whole board.

>>PETER DENGATE THRUSH:   That's one option.  Wendy, I think is in the
queue, and then Ray, and then Katim and then Raimundo.

>>WENDY SELTZER:   Thanks.  I wanted to say first of all, that the at-
large community and ALAC are pleased with much of the other work that
is in the at-large review and pleased with its endorsement of the role
of the at-large community and the -- because the ALAC recently has been
able to do a lot to bring in the viewpoints of individual Internet
users, at-large community is involved in current discussions on
registrants' rights and was involved in discussions of the amendments
to the registrar accreditation agreement, has done significant work in
consultation with other parts of the community on new gTLDs and
response to the IRT discussion on internationalized domain names, is
currently involved in work on post-inspiration domain name recovery
considering how individual domain name registrants are affected by the
accidental expiration of domain names, was influential in the work that
the GNSO Council did on the add grace period and its effect on domain
name tasting and I just repeat a few of those at-large efforts to
remind the community of the work that this segment of the ICANN
community has been contributing, and so we appreciate the recognition
of the work that ALAC and the at-large have done.

And so when it comes to singling out this voting seat issue, the at-
large appreciated the consideration of voting seats and would like to
be able to begin their part of the implementation discussion because
the resolution and reports direct ALAC and at-large to do a lot of the
thinking about how the at-large community might elect voting directors,
and as we've heard in consultations with the community through the
week, it would be helpful to get a signal from the board about how this
is proceeding in order that the community might start that process. 
And so I would like to see a clear statement recognizing, of course,
that with the other reviews going on and considerations of board size
or resizing, that we may not be able to give a complete signal, the --
if we could say clearly that we would like the community to start in
this implementation process, I think that would be helpful.

>>PETER DENGATE THRUSH:   Thank you, Wendy.  Ray Plzak.

>>RAYMOND A. PLZAK:   Thank you, Chair.  As it stands right now, I
would vote against both the amendment and the resolution.  Because of
the controversy of this last item.  I think the amendment goes too far
the other way.  I think that there's too much confusion involved here. 
Like Wendy, I think that there's much that's very good about this
resolution and that my vote against this would also be a vote against
all the rest of the information that's here.

Taking into consideration what Roberto has said as far as let's get
this language right, I would move that we table this motion and take
this back into committee during a break and get the words right and
then come back out and give a clear message to the community.

>>PETER DENGATE THRUSH:   Thank you, all right, then in the interest
of time, because that's quite a lot of-speaking saying much of the same
I'll take that advice.  This is in protest, and we'll move past that
one and put a small drafting team noting Roberto's position and the
suggestions from everyone else.  So let's table that one and move on.

The next item is general business.  Or other business not on the
agenda and I have one item under that heading which I'd just like to
draw your attention to.  And I want to acknowledge with real pleasure
the presence of the representatives from China.  They are very welcome
and I was particularly to use director general chin here for the
governmental Advisory Committee meetings at the weekend.  China's
return to the work of the GAC is extremely important and I would like
to pay tribute to all those who made -- whose flexibility and
responsiveness has made that possible.  So welcome to the
representatives of China.

[ Applause ]

Are there any other matters of general or other business that aren't
on the agenda?  In that case, I suggest that we take a 10-minute break
to allow members to attend to urgent matters and we'll convene at 1:15
to continue with the rest of the agenda.  Thank you.

[Break]

>>PETER DENGATE THRUSH:  Ladies and gentlemen, would you please take
your seats?  We will be resuming as soon as board members are seated
and logged in.  Thank you.

And while they're doing that, let me thank you for returning.  I
realize it's difficult to get up, get coffee, and do whatever else you
need to do, in a large crowd, and get back again, so that's much
appreciated.

General counsel, do we have -- Mr. Secretary, do we have a solution to
the issue of that resolution?  If so, I look forward to seeing the
proposed, agreed text.

Hmm, that's what lawyers like, lots of red strikeouts.

So who would like to explain the consequences of the amended resolution?

Well, let's just take a moment to read it.  The board directs ICANN
staff to assist the at-large community in developing a proposed
implementation plan and time line for the recommendations in the report
except for the recommendation to provide at-large with voting seats
which will be discussed by the board at its next meeting.  These plans
and time line should be -- it seems pretty straightforward.  Is there
any discussion or can I put that as a resolution?  Roberto.

>>ROBERTO GAETANO:  Yes, Mr. Chairman.  I understand that the
Structural Improvements Committee is, in the meantime, exploring
different alternatives as was the mandate that we have been given, and
specifically the board review working group is going to evaluate
different scenarios related to the composition of the board and that
will be what will be presented at the next or a future board meeting
for consideration for the board.

>>PETER DENGATE THRUSH:  Sounds very helpful.  That was why I was
recommending striking the last paragraph.  It doesn't actually affect
what those committees are currently doing, so that's a good solution. 
Steve Goldstein.

>>STEVE GOLDSTEIN:  Yes.  And Roberto, I know, because I've seen the
diagrams, you already have under consideration options for no voting
members, one voting member, and two voting members on the board, and
consequent change to the NomCom as a result of that, so you're already
looking at the options, which are great.

I just would like to have those options presented to the board.

>>PETER DENGATE THRUSH:  Okay.  Well, let's not keep agreeing.  Let's
move on, if we've got agreement.

Who would -- Harald?

>>HARALD TVEIT ALVESTRAND:  Just a comment on the agreement.  I
believe that it's in the interest of the board and of the community to
decide between the option -- options of zero and some, and I'm glad
we're having that discussion in a month.

>>PETER DENGATE THRUSH:  Thank you.  Now, who would -- who goes down
as the mover and seconder of this amended motion?  Jean-Jacques is
prepared to be treated as the mover.  Roberto -- Roberto will second
the amended motion.  All those in favor, please raise your hands.

[Show of hands]

>>PETER DENGATE THRUSH:  Thank you.  Any opposed?

[No hands raised]

>>PETER DENGATE THRUSH:  Abstentions.

>>RITA RODIN JOHNSTON:  I'm just going to abstain only because I can't
-- I don't see the language.

>>PETER DENGATE THRUSH:  Fair enough, Rita, and you haven't been able
to participate in the discussions.  I appreciate the difficulties that
you're operating under, so your abstention for those reasons recorded.

Okay.  Can we then move to the next resolution, which is relating to
the charter of the CEO selection committee and I'll call on a member of
that committee, Dennis Jennings, to take us through that.  Dennis.

>>DENNIS JENNINGS:  Thank you, chair.  Board colleagues, now that we
have been -- had a selection committee.  This is just a formal tidy-up
good governance item.  You have the resolutions in front of you, and I
would like to propose that we agree the resolution.  Thank you.

>>PETER DENGATE THRUSH:  Thank you, Dennis.  I understand that Harald,
who is another member of that committee, is prepared to second the
resolution concerning the charter.

Harald?

>>HARALD TVEIT ALVESTRAND:  Yes.

>>PETER DENGATE THRUSH:  Thank you.  Is there any further -- any
discussion about the CEO selection charter?  As you realize, this
committee is a temporary committee and is about to go out of exists so
as Dennis explains, it's simply a matter of good governance.  All those
-- Steve?

>>STEVE GOLDSTEIN:  I would just like to note for people who are here
in the audience that I have learned that the selection committee has
worked many, many, many long hours.  It was not a slam-dunk kind of and
I as a board member am very thankful to the selection committee thank
you.

>>PETER DENGATE THRUSH:  Thank you, Steve.  Any further discussion. 
Seeing none, I'll put the resolution.  All those in favor, please raise
your hands.

[Show of hands]

>>PETER DENGATE THRUSH:  Any opposed?

[No hands raised]

>>PETER DENGATE THRUSH:  Abstentions?

[No hands raised]

>>PETER DENGATE THRUSH:  Carried.

We come then to our very exciting resolution and this is the output of
the CEO selection committee.  And I think the best way for dealing with
this is for me simply to read the resolution.

Whereas, Dr. Paul Twomey will step down as president and CEO of ICANN
at 12 noon California time on the 1st of July, 2009.

Whereas, in order to conduct a search for a new president and CEO, the
board established a CEO selection committee consisting of five board
members.

Whereas, a description of the position of ICANN CEO was posted on the
ICANN Web site on the 31st of March, 2009.  And there's a URL.

Whereas, the CEO selection committee engaged Egon Zehnder, an
international executive search firm, to identify candidates for the CEO
position.

Whereas, the executive search firm conducted a detailed, Thoreau and
global search for a CEO candidate, and identified numerous candidates
for the CEO selection committee to consider.

Whereas, the CEO selection committee carefully considered the
qualifications of all identified candidates and chose a number to
interview at length.

Whereas, after lengthy interviews and deliberations, the CEO selection
committee identified Rod A. Beckstrom as the leading candidate for the
CEO position.

Whereas, the board and executive management team had the opportunity
to interview Rod A. Beckstrom.

Whereas, the board finds that Rod A. Beckstrom possesses the
leadership, political, technical and management skills necessary to
lead ICANN as president and CEO.

Whereas, the CEO Selection Committee, the Compensation Committee, and
the chairman of the board have recommended that Rod A. Beckstrom be
elected president and CEO.

Resolved, effective 12 noon California time on 1 July 2009, and
contingent upon the execution of an agreement based on terms that have
been approved by the board, Rod A. Beckstrom is elected as president
and chief executive officer, to serve at the pleasure of the board and
in accordance with the bylaws of the corporation, and shall hold his
office until his resignation, removal, or other disqualification from
service, or until his successor shall be elected and qualified.

Resolved, ICANN's chairman and its general counsel are authorized to
finalize an employment agreement with Rod A. Beckstrom, and ICANN's
chairman is authorized to execute that employment agreement on behalf
of ICANN.

Resolved, the board wishes to thank Egon Zehnder for its assistance
with the CEO search process.

Is there a seconder for that resolution?  I note the vice chairman of
the board, Roberto Gaetano, seconds the resolution.

Is there any discussion about the resolution?

>>STEVE GOLDSTEIN:  W-h-e-w.  Whew!

[Laughter]

>>PETER DENGATE THRUSH:  Roberto.

>>ROBERTO GAETANO:  I would like to hear the translation of this in --

[Laughter]

>>PETER DENGATE THRUSH:  The translation of "whew"?  

There being no discussion, I suggest that this resolution be carried
by acclamation.  Oh, sorry.  Sorry.  Dr. Twomey wishes to make a point.
I'm sorry, Paul, yes.

>>PAUL TWOMEY:  I'm sorry, Chairman.  I was a bit surprised by that. 
I just wanted to, Chairman, put on notice that Rod Beckstrom, I think,
is an outstanding person for the position of President and CEO.  He's a
wonderful leader.  I think the process we've gone through has shown
he's an incredibly strong and vibrant leader and I think this is an
outstanding outcome, and my congratulations to all the board who have
been involved.

I have to notify now that I will abstain on the vote.  I will abstain
on the vote for one reason only.  Rod will be involved in the future in
setting -- settling issues related to my income in my new position, and
as a consequence, there is a conflict of interest issue that I need to
declare.

So under the conflict of interest rules, I am going to abstain from
the vote, but I wanted to be very clear that's not the -- that's the
only reason.  Otherwise, I'm fulsomely in support of --

>>PETER DENGATE THRUSH:  Thank you, Paul.  Very graciously put, and we
understand completely your position.  

Harald.  Oh, I thought you were either -- you were praying rather than
--

[Laughter]

>>PETER DENGATE THRUSH:  I see.  Well, let's come back to the --

>>HARALD TVEIT ALVESTRAND:  Ready to start applauding.

>>PETER DENGATE THRUSH:  I suggest that this resolution be carried by
acclamation.

[Applause]

>>PETER DENGATE THRUSH:  I'm going to call in a minute on Rod to come
and just address the board and of course the audience.  I just wanted
to say something that came up in the course of the -- of the process
for finding a CEO, and it relates to the announcement that we put on
the Web site where we reported on an interim basis the progress and we
identified four characteristics that we had sought in the leader and we
mentioned them, leadership and various other things, and then we
referred to the fact that we had had a number of internal candidates
for the position.  And it's been pointed out to me that the wording of
our discussion and the reason why we moved forward the way we did can
possibly be read adversely to the character or qualities of the
internal applicants.

Let me just assure everybody that there was absolutely no intention of
that, and we should have expressed ourselves better in relation to that
issue and I apologize to any of the internal candidates who feel that
there's a possibility that that could be read that way.  That's
certainly not the intention.  The intention was simply to say that the
candidate that we were moving forward with was an outstanding one, and
any suggestion that there was anything improper -- inadequate in any of
the other candidates was not intended and is regretted.

So thank you to everybody in the community who took part in the
process the way they've done, and thank you to the community who have
been here effectively helping us interview Rod in the last -- in the
last week.

He's met a lot of people.  I've had a lot of feedback.  I'd say that
overwhelmingly that feedback has been very positive and so the board
goes forward in the sense that the board itself has been very
supportive, and the community -- to the extent that it has -- has been
very supportive as well.

So with that, let me call on our new CEO and president as of next
Wednesday to come forward to address us.  Rod.

[Applause]

>>ROD BECKSTROM:  Thank you, Mr. Chairman.  Paul, thank you very much.
And I thank all you members of the board who have been so incredibly
generous with your time in educating me and bringing me into this
opportunity.  I'm truly honored.

But I'm especially humbled and honored to be here in front of all of
you.  You, the community, of ICANN -- you, the community of the
Internet -- and all the groups and partner organizations that have
created something quite magnificent, quite amazing for the world to
behold.

I was invited into this -- this is my first ICANN meeting.  I've
obviously been in the tech industry for almost 30 years, and involved
in many organizations, and this is a beautifully complex one.

And I've been -- and I received many warnings and many of you said to
me, "Do you really know what you're getting in for?  Are you sure
you're ready for this?"

But I say that where you see and hear cacophony, I see a symphony. 
Because it's the gnashing and the thrashing through all the technical
standards processes, through all of the policy processes, through the
legal issues, the trademark issues, the address issues, the name issues
-- all the things that you handle and that you have done has given
birth and given rise to the Internet, which is now touching 1.5 billion
people on this planet directly through their computers, and another
billion -- and soon two -- through their phones and other devices.  And
it's the noise and the complexity and the lack of any central control
in this process that has made it so rich and so open for the entire
world.

And you have done that.  And elders here such as Steve Crocker, who
were involved in that first crazy little experiment in trying to design
a network that could withstand a nuclear attack.  Now, how do you
design something to survive a nuclear attack?  There was only one way
that was found, and that was to create a completely decentralized
network.

One in which there was no central point of control, and when they
connected those first four huge devices like refrigerators that we'll
call "routers" for a second that could each connect into four computers
at UCLA, USC, Stanford and Utah, in research centers, they were
creating this network.

But what held it together?  What held it together was a very subtle
little thing that Jon Postel held in his hands, part of what held it
together.  There were the protocols, but there were also the names and
the addresses, or the linkages so that those devices could communicate
with one another and send a message to the right computer with no
central control.

And then obviously that evolved and grew and changed into TCP/IP, and
again, instead of a cacophony the symphony I see has a parsimony of
protocols.  There are very few protocols in the Internet that have come
through that RFC process that was created.  That are hanging together
and allowing this network to unfold with no centralized control.

And there's an elegance of elements, and there's a richness in the
ecosystem.  The ecosystem that you have created, that you lead, that
you are, that I now have the opportunity to come into and to serve. 
And that ecosystem has the components within it of ICANN, the groups
such as the Address Supporting Organization, the ASO, the generic name
supporting organization, the GNSO, which alone has 30 different policy
processes running right now.  Each of those very complex in legal
issues, social issues, technology issues, risk management issues. 
Many, many different layers.

The root support services advisory group, which is headed by one of
our board members.  The security and stability efforts that are
critical for the Internet.  The ALAC, where the at-large community of
the world can have involvement and now being discussed to join onto the
board.  And of course the IETF, the granddaddy of it all.  The Internet
Engineering Task Force that created those protocols, that designed
those protocols.

What has happened is miraculous and you've done it and I'm humbled
because I stand before you as someone who comes to help and to serve
this exciting effort.

So I really hear the music in what's going on.  And of course the
governments of the world, besides what you started here technically
which became the various components to get the job done, the
governments have come and now on the At-Large Advisory Committee, 83
members -- 40 governments -- which were here this week representing
their interests, exchanging with one another ideas on how to spread the
use of the Internet, how to handle the difficult intellectual property,
trademark and other issues and giving advice to this board.

So this network has a life of its own and it's the most majestic
creature that we, mankind, have created and we've done it with all the
messiness that we bring to the table as humans, that we bring into the
rooms here, and that gnashing and the thrashing that I spoke of.  But
that's what gives us the power.  That's what gives the population of
the world the power of what you've created.  And for those that are not
so much on the technical side, that care about what this organization
is doing, it doesn't do what it does alone.

It works on one part of the problem.  It does create a forum for many
of these other discussions, and for work with other partners like ISOC
and VeriSign and other critical parts of this ecosystem, but it has one
basic function as well besides serving as a forum, and that is to run
the master telephone directory, as it were, of the entire global
Internet.

Because when we go to a phone book, there's names and there's numbers.
The difference is, when we go to a phone book, there can be many John
Smiths in a city such as Sydney, but not on the Internet.  To have one
global unified Internet there can only be one unique name or universal
resource locater with a given name in the world.

And there can be addresses and the addresses are numbers and they're
different.  They're a lot like the telephone numbers and they're very
important because they're what, in part, the routers and the switches
and different things use to get the messages around.  And so that
little service of running the directory and partnering with you, the
registries of the world and the registrars of the world, and
communicating with every single router and device in the world, is what
gives us the first global linkage of mankind.

And ICANN's role is simply to help protect that.  That was Jon
Postel's list of four devices with four computers each, which has grown
and grown and grown.  It now has over 180 million names today.  Unique
names, Internet names.  Which have been limited to Latin characters
that soon, through your good work, will be opened up so everyone in the
world can have it in their language, which will of course lead to
billions of names.  And we're about to move from somewhat of over a
billion addresses in the allocation system to trillions and trillions
with IPv6.  That's what you've created.  So I'm humbled to be here with
you.  I am thrilled by the opportunity.  I believe in the process of
what you're doing.

I know that it takes incredible time and energy and effort for
everything that you do, but I believe in collaboration.  And I believe
in a world where every human being has the ability to communicate with
other human beings openly and freely, and what -- what more poignant
event do we need than what we've seen in the last few weeks, when
people have sought to share their sides of a story -- both sides of a
story, without taking a position -- in what's going on in Iran around a
democratic election, as people have tweeted, Facebooked, YouTubed and
shared their content to organize and participate in what they seek and
the government has organized and participated and taken steps in its
nature.  It shows how critically vital this platform is, that you have
created.

That many people will literally fight and die for.

So in my case, I'm simply humbled to be here with you.  I'm going to
need your help and support.  I'm very fortunate to have my beautiful
wife, Patrice's help and support.  Please raise your hand.

[Applause]

>>ROD BECKSTROM:  Because I know that the demands are so incredibly
real.

So I ask you for one thing, and that is, I ask you for your support
and for your blessings.  I am new to this community.  I am not an
expert on your processes.  I am not an expert on the 30 and 40 years of
history and all the protocols and all of the intellectual property
treatments and all the details of what you're doing.  I'm new and I'm
here to serve, to serve as a catalyst.  So thank you for this
opportunity.

[Applause]

[Standing Ovation]

>>PETER DENGATE THRUSH:  Thank you, Rod and ladies and gentlemen,
you've been exposed to some of the passionate and the enthusiasm and
the intelligence and the vigor that we are so looking forward to. 
Thank you, Rod.  And thank you, Patrice, for coming and supporting him
in what's been a pretty intense baptism by fire.

We go on to some consequential resolutions relating to our current CEO
and president.  

The first is that as we explained in Mexico, we're very concerned to
keep the -- take advantage of all of Paul's expertise and history with
the organization and the arrangement that we've come to very happily,
and with great cooperation from all concerned, is that Paul is going to
stay on for six months to make what will be, we trust, the most
effective transition that ICANN's ever had, and I know, Paul, you've
commented a couple of times how nice it would have been for you if
you'd had something like this at the beginning of your term.

So thank you, Paul, for agreeing to that.  It's going to be a change
for you and we understand there will be a lot to go through as you --
as you check in and start reporting to a new boss, which is going to be
a very big change for you.

So thank you for agreeing to that.

Let's take then the resolution which I'm going to move.

Whereas, Dr. Paul Twomey announced at ICANN's meetings in Mexico City
that he would step down as president and CEO of ICANN on the 1st of
July 2009.

Whereas, Dr. Twomey has agreed to stay on with ICANN through the end
of the year in the role of senior president in order to facilitate the
transition to the new CEO.

Resolved, the board approves the terms of the agreement for Dr.
Twomey's services as senior president.  

And resolved, the board appoints Dr. Paul Twomey as ICANN's senior
president pursuant to the terms of his agreement with ICANN for a term
from 1 July 2009 through 31 December 2009.

I think that's actually till 1 January, 2009 is the last time.  So let
me just read that last part.  The board appoints Dr. Paul Twomey as
ICANN's senior president pursuant to the terms of his agreement with
ICANN for a term of 1 July 2009 to 1 January 2010.  Thank you.

Is there a seconder for that resolution?  I think, again, it would be
appropriate for the vice chairman to second resolutions that have
importance but I do appreciate the volunteers.  Thank you very much.

Roberto, would you like to speak to the resolution?

>>ROBERTO GAETANO:  Well, I was intending to, but I see that we have a
resolution of thanks to Dr. Paul Twomey immediately afterwards, and I
wonder whether to -- that would be a more appropriate place to remind
some facts.

>>PETER DENGATE THRUSH:  All right.  Well, on the basis of this is a
relatively formal administrative matter, I'll put the resolution.  All
those in favor please say -- or please raise your hands.

[Show of hands]

>>PETER DENGATE THRUSH:  Any opposed?

[No hands raised]

>>PETER DENGATE THRUSH:  Any abstentions?

>>PETER DENGATE THRUSH:  Dr. Twomey abstains.  For obvious reasons.  I
declare that motion carried.

And now a much more significant resolution and that is the thanks to
Paul for the -- for the service that he's prepared in the roles of
President and CEO, and I hope that people will recall the atmosphere
and the enthusiasm that we -- that we had at the special celebration
that we had for Paul earlier in the week.

I know I was touched and many of you were touched and I think you
probably saw for the first time Paul on a personal basis and seeing
Paul with his family and seeing him declare the origins of the interest
that he has in this.  I think many of you have seen him only as the
professional of CEO of ICANN and Paul it was a treat for us and
revealing to share some of those other emotions and things with you, so
thank you for that.  And I see -- and I'm delighted to see -- that
Paul's parents are in the audience, in the front, as we go through the
formalities of thanking you.  We've had the very social evenings.  Let
me move to the formalities then of thanking Paul.

So I'd like to read Resolution 18 from the board's agenda for today,
and it goes like this:

Whereas, Paul Twomey was selected as ICANN's CEO starting service in
March 2003.

Whereas, Paul's service to the ICANN community and the Internet
started with his sending the only formal written response by a
government to the U.S. 1997 green paper and, with Joe Sims, proposing a
committee for governments during discussion of the new organization.

Whereas, Paul served as the first chair of the Government Advisory
Committee, serving two terms during which time the GAC operating
principles were adopted, the UDRP was established, the WIPO review was
undertaken and he oversaw the GAC response to the evolution and reform
process.

Whereas, under Paul's tenure as CEO, ICANN has grown in maturity from
one office, 23 staff from four nations and a budget of 6.9 million to
four offices, 108 staff, from 21 nations, and a budget of 63.6 million.

Whereas, as CEO, Paul has chaired the president's IDN advisory
committee, the president's privacy committee, the President's Strategy
Committee and served as a member of the board's executive committee.

Whereas, ICANN's formal ties with the community under Paul's tenure
were strengthened by the accrediting of 873 new registrars, the signing
of 59 Country Code Top-Level Domain agreements and seven global
partnership memoranda of understandings.  The establishment of the
Country Code Names Supporting Organization now with 93 members and the
signing of the memorandum of understanding with the NRO and the
regional Internet registries establishing the Address Supporting
Organization.

Whereas, Paul as CEO successfully promoted the concept of
multistakeholder coordination of Internet Governance and presented the
position of ICANN within the World Summit on information strategy.

Whereas, Paul's work as CEO has included negotiation of the 2003
memorandum of understanding and the 2006 Joint Project Agreement with
the department of -- U.S. Department of Commerce; oversight of ICANN's
preparation to support DNSsec, including a signed root; establishment
of ICANN's strategic and operational planning process, the regional at-
large organizations, the fellowship program, staff functions in
security, stability, and resiliency; implementation of inter-register
transfer policy and redemption grace policy in gTLD contracts, as well
as changes to address domain name tasting abuses in the add grace
period, expansion of "L" root resources, and uniform dispute resolution
providers, and the staff response to failed registrars and to
SiteFinder.

Whereas, on behalf of ICANN, Paul has participated in 81 board
meetings, two regional meetings, 33 public meetings, and Paul has
worked with 54 different board members and liaisons.

Whereas, Paul has dedicated tens of thousands of hours and over a
million miles in air travel to support ICANN, its community and
constituents.

Whereas, Paul's family has supported him with years of loving patience
and encouragement for passion for ICANN and its mission, most
particularly his daughter Heloise.

Whereas, Paul has contributed enormously to the success of the ICANN
concept of a global multistakeholder organization.  Whereas, Paul has
demonstrated incredible patience, tactical and strategic skill in
pursuit of ICANN's objectives.

Whereas, Paul has worked with unfailing good humor, intelligence,
loyalty, and foresight.

Whereas, Dr. Paul Twomey will complete his term as president and CEO
of ICANN on 30th of June, 2009, following the ending of the Sydney
meeting.

Resolved, the ICANN board resolves that Paul has earned the
appreciation of the board for his term of service, and the board wishes
Dr. Twomey well in all future endeavors.

Further resolved, the board requests that Paul Twomey be inducted as
Entry Number 10 on the IANA special people numbers registry, the SPNR --
and there's a URL -- as follows:

And there are the existing people on the register.  Zero is reserved. 
Jon Postel, Joyce Reynolds, Bob Braden, Louis Touton, Daniel
Karrenberg, Stephen Crocker, Scott Bradner, Stephen Wolff, Vint Cerf
and now Paul Twomey.

Ladies and gentlemen, is there a seconder for that resolution?  And,
again, I think appropriate for the vice chair to second such a
important resolution.

Would anybody like to speak to the resolution?  Roberto.

>>ROBERTO GAETANO:  Yeah.  I think that I would like to recall the
first time that I met Paul.  Not that I saw Paul from the distance, but
that we had really an interchange.

And that was at the Cairo meeting, the first Cairo meeting.  I think
it was meeting Number 5, 6, something like this.  It was early 2000.

That was an important meeting for me because in that occasion, I met
directly Vint, by chance, and Paul, and it all happened -- I was with
some friends and we were deciding what to do, and go to a restaurant
and things and so on, and then somebody had an idea and said, "Oh,
there's a belly dancing show in the hotel."  I don't remember which
hotel it was.

[Laughter]

>>ROBERTO GAETANO:  And I said no, I'm not interested.  But there was
a great dancer, one of the top dancers, that was world famous, but I
said, "No, let's go and eat something."  I tend to have sometimes more
practical needs than lower-level needs in the Maslow scale, so to
speak.  And so we started looking around for a restaurant and then at
the end, we couldn't find anything that was appealing and then we said,
"Okay, let's go -- it's now about time for the show.  Let's go there
and we are going to find something to eat there."

And when we walk in, there were another couple of week.  I think Becky
Burr was there at that time, and said, "Well, join us.  We have also
Paul Twomey."

And I had this image in mind of Paul Twomey, a diplomat and the chair
of the GAC.  I said, "Well, you know, I'm not really sure if I want to,
you know, have a formal evening and then I have to -- you know, to bow
and to shake hands all evening."

But anyway, so we decided to go anyway and we had this nice table, and
I found out that also while the show was going on, but also while we
were eating and drinking something, that, in fact, I had the wrong
image.

And we had a wonderful time, and that was -- was, for me, a kind of a -
- opening my mind.  I was coming back to the ICANN community after
having participated more to the white paper -- green paper, white
paper, and the foundation of ICANN, but then I've been away for a year,
and so I was coming back.  And I was chairing the GA of the DNSO at
that time, and I have this idea about ICANN becoming so formal and was
also a little bit sad about that, but then with having met Vint and
then having found myself in a show with Paul, I think that I realized
that, you know, with -- with such people in important positions, this
organization will remain an organization that is close to the community
and that is able to live the life of the community, and to interact
with the community.

And I think that that was the essence of the message that I -- that I
took from that evening, that sometimes you figure out when you are just
one in the crowd, that the people that are in the board or that are in
the GAC or that have important positions, that they are far away from
the community and then that is absolutely not true.

And I had the confirmation, just talking to Paul that evening, and
enjoying that evening.

And when he became CEO, I still have this feeling, and I think that
this is a message that I want to pass to the whole community.

Don't be afraid to get in touch, contact people, talk to them directly
if you think that they are important people, they might probably, but,
in fact, they are just one or more elements of the same community that
just happened at one point in time to be in a position where they have
the possibility to influence where this organization is going, but, in
fact, you know, people that are in just part of the crowd today can be
in a leadership position tomorrow, and the important thing is not to
lose that spirit that Paul has shown us and has incarnated in the way
in his example and the way he's led different parts of this
organization.

>>PETER DENGATE THRUSH:   Thanks, Roberto.  Now, right beside you,
your Australian colleague, Bruce Tonkin.

>>BRUCE TONKIN:   Thank you, Peter.  I just wanted to comment on I
guess three things, that's history, the developing world and family. 
If I take the topic of history first and I think Rod covered some of it
from an Internet perspective, I think one of Paul Twomey's great
strengths is he's a historian and he puts things in the context of
longer term, hundreds or maybe thousands of years and so it's always
interesting whenever we go to a different part of the world Paul is
able to sort of put in context what's happened around us as well as how
the Internet fits into that.  And it's interesting when we look at
history we have Steve Crocker on the board, he actually wrote RFC
number one 40 years ago.  And I think we're now coming to a stage, this
year particularly, that we can say there's some pretty significant
changes that ICANN's responsible for.  We're looking at changes to
increase the security of the naming system, changes to introduce
internationalized domain names, changes to introduce new types of top-
level domains.  But it's important to remember that all of those
developments are really -- they themselves have been going on for 10
years.  You know, DNSSEC actually goes back numbers of years ago and
we're just bringing that forward now and looking at implementing some
key parts of that like signing the root this year.  And Paul has really
been a part of that 10 years.  And so while we expect these outcomes to
happen in the next few years, it's really built on the work that Paul
and others have done over the past 10 years, built on the work that
people like Steve Crocker have done over the last 40 years and then I
can go on.  But it's good to have a historical perspective, and I hope
Paul will be (inaudible) in the future on how these years particularly
have had a big impact.

Talk about the developing world, many people would look at people like
Paul or myself, for that matter and think, well, they only have the
perspective of living in an affluent country.  But Paul has also spent
time himself in refugee camps in Southeast Asia.  And I think that in
turn has given him a perspective of the fact that in the Internet
governing sense we need to govern for not only the affluent parts of
the world but also the developing and emerging parts of the world and
that's really where the growth of the Internet is going to explode, I
think, in the next 10 years.  We're already seeing in China
registrations at the second level for dot cn look like very soon
they'll start overtaking the number of registrations we have in dot
com.  And that will continue to explode.  So we really are seeing the
growth of the developing world.

And then finally comment on family.  I think what you see in Paul's
own family, he's got such strong support from his parents that are here
today that have attended a number of meetings.  We've met his daughter
on the drinks event recently and that shows that Paul has strong family
contacts.  But then I think the group here itself is a family.  And I
think as in any family, you have big disagreements with your different
family members over time.  But you consider -- you continue to consider
them as part of the family.  And so I hope that Paul will continue to
consider part of his wider family and that while we can continue to
have disagreements in parts of our community, we still treat each other
as family members and continue to work together.

[ Applause ]

>>PETER DENGATE THRUSH:   Thank you, Bruce.  Dennis Jennings would
like to speak in favor of the resolution.

>>DENNIS JENNINGS:   Paul, we've known each other, believe it or not,
for 10 years now.  I can't remember whether it was Washington or Berlin
or Geneva or Singapore when we first met but when we did we cross
swords because I was chairman of CENTR at the time and I have to say
you were a difficult and worthy opponent.  Notwithstanding the somewhat
pointed exchanges that we had, it was always good to meet you in the
bar and chat about it.  And I think that ability to be a strong
opponent and a good friend is a wonderful characteristic.  I've
thoroughly enjoyed my last 20 months here on the ICANN board and
watched you lead the organization and I compliment you on that and the
list of accomplishments is enormous.  And we're very appreciative of
your contribution and look forward to further contribution.  And I hope
that in 10 years' time I'll be able to say the same thing, that I've
known you for 20 years and it's been a good time.  Thank you, Paul.

>>PETER DENGATE THRUSH:   Thank you, Dennis.  Next on the-speaking
order is Jean-Jacques Subrenat.  Jean-Jacques.

>>JEAN-JACQUES SUBRENAT:   Thank you, Peter.  So you studied history,
so did I.  But I won't speak about me.  More importantly I'll revert to
what Roberto said.  Beware diplomats, they are a bizarre bunch except,
of course, if they happen to meet Roberto in the right places, bars,
belly dancing places, and things like that.  So I'm looking forward to
enlarging my education on this barred.  So much for diplomats.  But
more seriously and more importantly, I think that what we are seeing
today here is something quite unusual and of great significance.  We
are seeing the incoming CEO, we are seeing the departing CEO.  What I
would like to underline is that there are obviously differences in
style.  What strikes me, for I who have been on this board for, like
Dennis, for about 20 months, is the equal dedication, the commitment of
one like the other.  And the fact that both have a very strong sense of
where ICANN is situated in the world.  ICANN is situated in the world
not only for Internet matters.  It's even beyond that.  Because it's a
problem of governance.  And if ICANN continues getting its mission
right, as it seems to have so far, I think that the formula used here,
the success stories here may even be used as examples in other fields
such as a fair treatment of water allocation and things like that.

So I think that it is also the continuity between the incoming and the
outgoing which is so important.  It is also the correct perception of
all the elements of success, not only yourselves, and you have proven,
Paul, that you see much beyond that, but it is also the way you fit and
inspire, and therefore, that is also an indication for your successor
who has very strong credentials in that, how you situate yourself in a
wider scope in accomplishing your mission.  So Paul, if I may, I'd like
to keep in touch with you, if only to get all those delightful form lay
from -- form you'll lay from your language which I think are
incomparable.  Thank you very much.

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

[ Applause ]

Next, someone who wishes to speak to the resolution is Ramaraj.  Ram?

>>RAJASEKHAR RAMARAJ:   Paul, I've wanted to say I've thoroughly
enjoyed the association and working with you these last couple of
years.  As Bruce said, you always bring a sense of history.  And I love
those little stories that you have of every place we go to.  I know you
told us a nice story the other evening at the top of this hotel looking
down, and all the history of what we were looking, but being the astute
businessman you are, you quickly moved to economics and the price of
real estate in this neighborhood, so --

[ Laughter ]

Thank you for all the support.  I especially remember your accepting
my invitation to visit us to India and talking to the Internet
community at Bangalore and Delhi and other cities and it's always been
that kind of spontaneous support that you give that I've thoroughly
enjoyed, and I wish you all the very best in what you do, thank you.

>>PETER DENGATE THRUSH:   Thank you, Ramaraj.  Katim is next on the
order, Katim Touray.

>>KATIM TOURAY:   Thanks, Peter.  I'll begin by saying that I'm only
saying this because of Paul's intervention.  As many of you,
particularly African friends, my African compatriots will know, it's
very difficult for us to get around.  And I was in that exact same
situation a few weeks ago applying for a visa to get here.  And I had
to send my passport all the way by DHL to South Africa.  And, of
course, you can imagine the time that it took.  And so when I did the
numbers the time that it's going to take to get there, the time it's
going to take to get processed, adding that to the time it was going to
take to get back to me, it just didn't add up.  The bottom line is that
if I didn't do anything, I was not going to get my passport in time to
get here.  So I knew I had to do something.  So I just sent an e-mail
to Diane Schroeder, the director of board support and copied it to
everybody that I could think of in my head.  And one of which the
number of people I sent it to was Paul.  And then he told that by e-
mail that they would take care of it, and as you can imagine, I said,
yes, but I still was apprehensive.

At any rate, to cut a very long story short, finally what was supposed
to take, they said, a minimum of 10 working days actually took about
two or three days, and I really could not believe it.  The bottom line
there for me was that what Paul demonstrated to me in that gesture was
that we all need somebody that you can count on, somebody that can come
through for you in significant -- in times of need.

I have been on the ICANN board barely less than about -- you know,
less than a year now, and I have really been very impressed and
appreciative of the support that has been provided me by Paul and the
support that he provided me in getting the visa, the Australian visa
from the South African -- you know from Australian High Commission in
South Africa, just demonstrated -- was a specific example of the
general level of support that I've come to expect from him.  And I
really, Paul, want you to know I appreciate that.

Secondly, in the transition period that we've had, I have to say now
that I've really been impressed by the professional manner that I've
seen him handle the whole issue.  I would have expected anybody that's
in this kind of situation to probably sulk or have a gripe or ax to
grind or something like that, but he was professional all through and
through, and I really, again, want to appreciate that.  On that note, I
want to say thanks very much to Paul, I want to say, again, I really
appreciate all you've done for me.  I wish you all the very best, and
I'm hoping and praying that this is really going to be the beginning of
a very long association between you not only with ICANN but also with
me and, of course, all of us in Africa.  Again, thanks.

>>PETER DENGATE THRUSH:   Thanks, Katim.

[ Applause ]

Thank you.  And next, Mike Silber and then Janis.

>>MIKE SILBER:   Thank you, Chair.  I'll try and be very quick.  I
think the comment has possibly been summed up by one of the colleagues
who said it may be more appropriate to start off with a toast at drinks
time because I think Paul has always been somebody who has been willing
to engage at every level, in the formal, the informal and most
importantly, at the bar.  That being said --

[ Laughter ]

-- Paul is somebody who I certainly have found has brought integrity
to everything that he's dealt with within the ICANN context.  And I
think that has been appreciated.  It's always been polite, it's always
been civilized, it's always been very pleasant, but more importantly,
it's always been with significant integrity.  And Paul, that's been
appreciated by your fans and your enemies across the world.

>>PETER DENGATE THRUSH:   Thank you, Mike, and thank you for being
brief.  Janis, chairman of the GAC, Janis Karklins.

>>JANIS KARKLINS:   Thank you, Peter.  I don't know whether it is
possible to suspend the bylaws for a second when we will be voting on
this resolution because I would like to add my voice in favor of this
resolution.

[ Laughter ]

I already, presenting GAC communique, express formal thanks on behalf
of the GAC and now I would like to speak in my personal capacity.  

In all the good work Paul has done in his career which are mentioned
in those whereas-whereas, there is one whereas which is specifically
important for me and certainly for Paul, and that's one where the World
Summit and Information Society is mentioned.  That was a very difficult
time.  We were walking on -- not we, in fact, Paul, rather than I,
walking on the mine fields.  And you know what happens when you step on
one, then it goes off.  Challenging -- challenging part for me was to
make sure that this -- the Internet was not ruined by mal-informed
people who sometimes were leading discussions about this complex
system.  And this was extremely interesting time, this was a time of
learning from all sides.  And certainly Paul and his team contributed
enormously in educating the diplomatic community who were negotiating
about the Internet and showing the way.  And as I said also in the
drink or farewell party, created enormous opportunity for ICANN to be
all the time on the front page of newspapers.

So it was really an exciting time.  And thank you, Paul, for
navigating us through these difficult times in very good manner, a very
successful way, and I wish you all the best in whatever you will be
doing and I don't know whether everything what you touch turns into
gold, but hopefully it does.  Thank you.

>>PETER DENGATE THRUSH:   Thank you, Janis.  Rita, in New York, would
you like to say a word via the conference facility, Rita Rodin Johnston.

>>RITA RODIN JOHNSTON:   Yes, Peter, thank you.  All this talk about
the bar has made me really thirsty because it's 12:15 a.m. here, so
does anybody want to have a drink?  I'll share -- I first met Paul when
I was a young lawyer working within this strange organization called
ICANN.  And Paul, as chair of the GAC, was very kind to me.  It was a
super secret, triple secret organization back then and I didn't have my
decoder ring, and Paul was quite appreciative of that and was very kind
to me in talking about a number of issues that I had.  So I've always
felt -- appreciated him for that.  And, you know, we read this long
resolution and Rod talked a little bit about the accomplishments of
ICANN, and I think some of us who are kind of in the trenches take for
granted how amazing this organization is and how far we've really come.
And Paul has really been at the helm of ICANN through an incredible
growth process, an incredible maturation of this organization, and I'm
really grateful, Paul, to you for that.  And I'm very excited about Rod
stepping in and continuing to steer us in this very positive direction.

>>PETER DENGATE THRUSH:   Paul, I got to have the first word and I get
to have almost the last word which will come to you.  You've heard much
of what I had to say as I crafted that resolution but I wanted to go
back to the fact that you and I go back to before there even was an
ICANN, so when you go and we break this little ANZAC alliance, it's
going to be the ending of another chapter, historic chapter.  

I first met you at the very first international meeting in Singapore
just over 10 years ago.  And over the years, we've worked and fought
and helped this organization.  But for me the point I want to make in
this little presentation really is to thank you for your support for me
since I became the chairman.  There was a lot of work to pick up at a
great speed at the time.  And if I can share a piece of news that's
usually confidential in relation to the calculation of your bonus, a
portion of it was attributable to how well you supported me as chair.

[ Laughter ]

And I'm delighted to report that you got 100% of that piece of your
bonus and thoroughly deserved it.  I had nothing but support from you
in the role as chair and I'm very grateful for that.  I'm delighted
you're staying on in another capacity and look forward to working with
you and Rod particularly because it will give you and I a chance to
work and keep the relationship going so thank you again for all that
time since early '99.  It's been a great ride.  Thanks very much.

[ Applause ]

[Standing ovation]

>>PAUL TWOMEY:   Well, that's very kind and very touching so I
appreciate that very much and I will try to control my emotions for the
next couple minutes.

Thank you all very much for those very nice words of which only a few
were true.  And thank you for the context.  Many of you spoke in
context, Bruce and others, and I think I appreciate that because, you
know, I think trying to ensure we built an institution that was based
on values that were drafted on values that were drafted by people like
Jon and Steve and Bob and Vint and all the others who were sort of the
founders and the engineers who made the system work, you know, it's not
exactly the same type of values, it's had to be all commercials, it's
had to do with other issues, but to try to get it in a way that it
still expresses and still works in the same general theme, that it
still supports that and it doesn't -- in all sorts of business, legal,
policy ways, it basically supports a technical underpinning, I think,
and it's been incredibly important.

I've had a fantastic time.  I wrote a few notes down here just to make
certain I could remember a few things to say.  I've never been short of
words in these things.  

I've been very honored to work for ICANN.  And indeed I must admit I'm
humbled, I'm very surprised and humbled to see myself on that list
because there are giants on that list and I don't count myself amongst
those so I particularly take that as a very nice vote of confidence by
the board.

As Rod pointed out, quite rightly, this Internet is a phenomenon that
changes the world.  And I've always been just taken with what the
exceptional impact of this technology has been.  I mean, it is, without
a doubt, within the last century, the most amazing phenomenon for the
empowerment of individuals.  And particularly the individuals who have
the least power in our society traditionally are empowered by this
technology in ways that I find inspiring, I find revolutionary, and I
find the way I -- really motivates me as I sort of climb out of bed in
the morning.  Not too early, but eventually.

[ Laughter ]

It's been a deep pleasure and hard work, frankly, to work and to do
what we've done here.  I know as people were going through the number
of agreements with country codes, I actually signed another one this
morning with -- the numbers are out of date already -- I signed another
agreement with the dot pt from Portugal, a as good, strong friend of
the ICANN process this morning.  But I was also reminded during the
period that I've been president and CEO that we have handled 37
redelegation to delegations of country codes, many of which have been
very complex and very difficult and three or four which have involved
that involved issues that frankly people involved have been life-
threatening.  And, you know, the complexity of actually having to help
in a community to work in pairs to ensure it all works smoothly has
certainly -- you know, it's been a challenge and one I'm very happy to
take on, but it's certainly been hard work and I'd like to thank all my
colleagues who have been involved in that very much.

I would like to thank my family for their support.  I'd particularly
like to thank Heloise and to thank my parents, who, in themselves, have
become something of an institution at ICANN meetings, and if I'm gone,
they're still going to be here, as far as I can figure out, so you've
got to kick them out as well as me.

>>PETER DENGATE THRUSH:   No, no, I found a working group for them
already.

[ Laughter ]

>>PAUL TWOMEY:   I didn't know we had an old, gray bugger working
group, but seeing that we have one...

[ Laughter ]

I have made many good friends in ICANN, and I have many good memories
of working together, striving together, structuring together, fighting
with each other, disputing with things and then still getting to the
bar and I think that's been a key part of it.  And I consider all of
you as part of my extended family.  I already have 65 first cousins. 
But I really do think of this as my extended family and hope to keep in
close contact with you all.

This is not a funeral.  I am going to be around.  I'm very much
looking forward to supporting Rod.  He's going to keep me on in key
position, key leadership, he's the boss, I'm not, which is going to be
just great, just great.

[ Laughter ]

There are these e-mails every day, I go "Not my problem anymore, not
my problem anymore."

[ Laughter ]

But I'm very pleased with your appointment and look forward to helping
you in ways I can and in whatever transition help and support I have. 
And I look forward, as I said, in keeping contact with you as my
community.  I rather suspect in my own -- you know, as we go on, it
seems to be the nature of this ever since -- ever since -- I was trying
to find Donna Austin before, she might have remembered the person's
name, I remember a staff member coming to my office in NOIE just the
beginning of '98 and saying, "The Americans have got this green paper
thing," and I said, "We better do something about that," and if I had
known that day that that decision would lead me to here, who knows what
I would have decided to do.  So it's been a great experience, but it's
a bit like a Hotel California experience, you can check out, but I
suppose it's a bit difficult to leave.  

So thank you very much, everybody.  Thank you to the board.  I'd like
to thank the 59 board members I have worked with over the period, thank
you for their great support and I appreciate that very much.  And,
yeah, that's good.  Thanks very much.

[ Applause ]

>>PETER DENGATE THRUSH:  Thank you, Paul.  Mr. Secretary, would you
make sure the record shows that the resolution was carried by
acclamation.  Thank you.

Well, there's still some business to attend to, and let's move on with
that.

Bruce, could I call on you, please, to offer thanks in terms of
resolution 19 to the staff, scribes, and the event teams?

>>BRUCE TONKIN:  Thank you, Peter.  As is traditional at the end of
each meeting, the board would like to express its appreciation to the
scribes, the interpreters, and the entire ICANN staff.  It's been
fascinating to watch that we now have interpretation in multiple
languages, we're now tending to scribe just about every meeting, so
it's really grown to be a massive undertaking in its own right.

We express the appreciation to VeriLan event services for their
technical support.  I want to single out special thanks for Steve
Morgan, Kris Van Der Plas and the entire TLS staff.

We'd like to thank Lillian Dew, Marie-Claire Henry and the business
events in Sydney.  And the board would like to thank Isabel Chechanski,
Marjolein Aben, Alasdair France, Paul Hutton and all the event staff at
the Hilton here.  It's certainly been an alphabetical here.  And the
board wishes to thank Sandra fountain, Elise Murray, and all the
support staff at Tradevent Registrations Pty Ltd. registrations for
their work.  

>>PETER DENGATE THRUSH: Thank you.  Is there a seconder for that?  I
suggest that also be carried by acclamation.  Thank you again for all
the enormous work by the staff.

[Applause]

>>PETER DENGATE THRUSH:  Just let the record show that the seconder
for that was Jean-Jacques Subrenat.  Thank you.

Katim, could I ask you to move resolution Number 20, thanks to the
sponsors.

>>KATIM TOURAY:  Certainly, chair.  And thanks.  And just like -- I
just would like to remind this afternoon our multistakeholder approach
model is, you know -- engages in meetings like this and various
activities and events which also intimately depend on our multi-
sponsorship approach and so it's always very nice and appreciative to
see the multitude and growing numbers of sponsors that come to support
our events.  And in that regard, the board would like to thank its
sponsors.  Resolution 20.  The board extends its thanks to all sponsors
of this meeting, Telstra, Afilias Limited, NeuStar Inc., VeriSign,
Inc., Vocus Communications, China Internet Network Information Center
(CNNIC), Core Internet Council of Registrars,  dot mobi, Big Room,
Inc., Instra Corp, Interlink, Internet New Zealand, Inc., InternetX, IP
MIRROR, Iron Mountain Digital, Maddox, Minds + Machines, Public
Interest Registry, RegistryASP, Anchor Systems Pty Ltd., DotAsia
Organisation Limited, Blacknight Solutions, EuRid, Knipp Medien und
Kommunikation GmbH (ironDNS),  Marcaria.com, Domain.ME, NameAction,
Inc., NameDrive, RegistryPro, Directi Internet Solutions Pvt. Ltd.
d/b/a PublicDomainRegistry.com and Zodiac Holdings Limited.

The board also wishes to thank Domaine.info for providing photography
and filming for this meeting.

>>PETER DENGATE THRUSH:  Thank you, Katim.  Paul Twomey wishes to be
associated with this resolution and has asked to thank -- to second it.

>>PAUL TWOMEY:  Thank you, Peter.  I'd like to second it and I'd like
to also give my thanks to all those people who -- without whom this
meeting would not have been possible and I very much appreciate all the
efforts and resources they've dedicated to it.

>>PETER DENGATE THRUSH:  Thanks.  And I ask that this be carried by
acclamation.

[Applause]

>>PETER DENGATE THRUSH:  Harald, could I ask you to do resolution 20,
which is the thanks to the community?

>>HARALD TVEIT ALVESTRAND:  I'll do resolution 21 instead.

>>PETER DENGATE THRUSH:  I'm sorry.

[Laughter]

>>HARALD TVEIT ALVESTRAND:  Whereas, ICANN wishes to acknowledge the
considerable energy -- and it's certainly considerable -- and skills --
also considerable -- which members of the stakeholder community bring
to the ICANN process.

Whereas, in recognition of these contributions, ICANN wishes to
acknowledge and thank members of the community when their terms of
service end.

Whereas, Victor Ciza from dot bi, representing the African region and
Olivier Guillard from dot fr representing the European region --
apologies for mangling the names -- has served on the ccNSO council
from its formation in June 2004.

Whereas Keith Drazek from the dot us has represented the North
American region on the ccNSO since March 2006.

Whereas, Victor Ciza, Olivier Guillard, and Keith Drazek have
concluded their terms as members of the ccNSO council.

Resolved, Victor Ciza, Olivier Guillard, and Keith Drazek have earned
the deep appreciation of the board for their terms of service, and the
board wishes Mr. Ciza, Mr. Guillard and Mr. Drazek well in all future
endeavors.

>>PETER DENGATE THRUSH:  And as a former member of the ccNSO
community, I'd like to second that.  I think it's extraordinary the
work that goes in on all of these councils.  And we've instituted a
process to make sure that they're -- that this volunteer work on which
the success of ICANN rests is properly recognized.

Ladies and gentlemen of the board, please acknowledge this service by
acclamation.

[Applause]

>>PETER DENGATE THRUSH:  And Paul, given your origin and nationality,
I think it's entirely appropriate to ask you, please, to move
resolution Number 22 and thank you, Harald, for helping me with my sums.

Resolution 22.  Thanks to the Australian government and our local
hosts.  Paul.

>>PAUL TWOMEY:  Thank you, Peter.  And it is with, you know, great
pleasure that I move this resolution.

The board wishes to extend its thanks to the local host organizers,
AusRegistry International and the dot ua Domain Administration Ltd,
auDA, the board extends its thanks to the premier of New South Wales
and the minister for the arts, the Honorable Nathan Rees M.P. and the
Federal Minister for Broadband Communications and the Digital Economy,
Senator the Honorable Stephen Conroy, for their support and
participation during the meeting.  

The board also thanks the New South Wales government for the financial
support of the ICANN office in Sydney.

The board would also like to express its greatest gratitude to Chris
Disspain, the CEO and all the staff at the .au Domain Administration
Limited, and Adrian Kinderis, CEO, Tony Kirsch, business development
manager, and all the staff at AusRegistry International Pty Ltd. that
have put enormous dedication and hard work into making this meeting
possible.

>>PETER DENGATE THRUSH:  Thank you, Paul.  Is there a seconder for
that motion?  Thank you, Ramaraj.  Again, I think it's appropriate to
thank the extraordinary hosts in this wonderful city for all the work
that goes into putting on an ICANN meeting.  Let's thank them.

[Applause]

>>PETER DENGATE THRUSH:  Ladies and gentlemen, that brings the board
meeting to a close.  Thank you for your attendance throughout.  Please
look forward to -- please come to the next meeting in Seoul.  We all
look forward to seeing you there.

Ladies and gentlemen, the board stands adjourned.

[Applause]