ICANN Board of Directors
 Organizational Meeting
 ICANN Meeting - Cairo
 Friday, 7 November 2008
 
 >>PETER DENGATE THRUSH:   So, let's convene the first meeting of the new board.  It gives me great pleasure to welcome as incoming board members Steve Crocker, about whom we've just been speaking.  Welcome, Steve, in your new capacity.
 Katim Touray.  Katim, welcome.  Look forward to your time on the board.
 And new liaisons, Thomas Roessler, from the Technical Liaison Group.  Welcome, Thomas.
 And Ram Mohan, the liaison from the Security and Stability Advisory Committee, replacing the not-departed Steve Crocker.
 You're all very welcome.
 The first item of business for the new board is the election of the chairman.  And as I am a candidate for that position and as Roberto is not, I'd ask Roberto if you would handle the election, please, of the board chair.
 >>ROBERTO GAETANO:   Yes.
 It is with pleasure that I'm going to introduce this first motion of the next cycle.
 And I would like to just say that this comes after a unanimous recommendation of the BGC for confirmation of the chairmanship of Peter Dengate Thrush, who has taken the chairmanship in a very difficult moment, in the moment when the whole world was looking at us and wondering, will ICANN collapse after the departure of Vint Cerf.
 With all due respect to Vint Cerf, ICANN has not collapsed; has become stronger.  And that was largely the merit of Peter.  He has -- is bringing us on a new, uncharted territory, has different ideas from the previous chairman, and, therefore, it's with very great pleasure that I am going to read this motion.
 Election of board chairman.
 Resolved, that Peter Dengate Thrush is elected as chairman of the board, to serve at the pleasure of the board and in accordance with the bylaws of the corporation, and shall hold such office until his resignation, removal, or other disqualification from service, or until his successor shall be elected and qualified.
 Do I have a second?
 Jean-Jacques is the second.
 Is there any discussion, any --
 Steve Goldstein.
 >>STEVE GOLDSTEIN:   Peter, I must say that when you acceded to the chair, I just wondered how things were going to run on the board, having watched the Vint style, and not knowing what to expect.
 And I must say that you have exceeded any expectations I had for well-reasoned and steady governance of the board.  I am learning a lot just from watching you operate.
 So --  And also, I must note that for an unremunerated position, you are just working tremendously long hours to make things succeed.  So thank you.
 >>PETER DENGATE THRUSH:   Thank you, Steve.
 >>ROBERTO GAETANO:   Dennis.
 >>DENNIS JENNINGS:   To paraphrase an Irish political slogan, but in the most positive sense, Peter, much done, much more to do.  And we look forward to your leadership in doing it.
 >>ROBERTO GAETANO:   Okay.
 As there are no other speakers, I propose to carry this motion with acclamation.
 [ Applause ]
 >>ROBERTO GAETANO:   And then may I hand over the task to Peter.
 >>PETER DENGATE THRUSH:   Well, thank you all very much.  Thank you, Steve, and thank you, Dennis, particularly, for those kind words.  And thank you, Roberto, for the very generous introduction.
 I look forward to working with you all in this capacity in the coming year.
 The next item is the election of the board vice chairman.  And I would like to deal with that one.
 Roberto is a tremendous vice chairman, loyal, supportive, and always helpful, available, and a great strength to me in the work that I do.  In particular, under our current situation, Roberto has been chairing the Board Governance Committee, which has ended up with a wide range of jobs, not least being the preparation of the slate of committee assignments, which he does always with tremendous skill.  And something that has been contentious in the past, under Roberto's fair but firm hand is now something that moves very smoothly to a swift conclusion.
 It gives me great pleasure to read this resolution.
 Election of board vice chairman.
 Resolved that Roberto Gaetano is elected as vice chairman of the board, to serve at the pleasure of the board and in accordance with the bylaws of the corporation, and shall hold such office until his resignation, removal, or other disqualification from service, or until his successor shall be elected and qualified.
 Is there a seconder for that resolution?
 I see Harald.
 And, again, I think this is a unanimous resolution.  And declared carried by acclamation.
 [ Applause ]
 >>PETER DENGATE THRUSH:   Roberto, I wonder if I could ask -- perhaps I'll deal with the new board committees and then ask you to deal with the appointments -- members will know that we have been working on analyzing the work of the board and trying to bring it into closer alignment with the responsibilities of the strategic plan, the operating plan, the budget, and also the needs of the community.
 We've also had a strategic review of the board, which has looked at that.  And as a result of that, and after discussing the matter at the retreats in May in Riga, and in September in Santa Monica, we have resolved to reorganize the committees of the board somewhat.
 So it's -- the resolution dealing with the creation of new board committees, and also the way we are going to wind up some of the old ones, reads like this:
 Whereas, the board has spent considerable time over several meetings discussing the existing slate of board committees.
 Whereas, the board has determined that in the best interests of ICANN, some of its existing board committees should be dissolved, responsibilities for those committees should be transferred to other existing board committees, and some new board committees should be established.
 Whereas, the changes to the structure of board committees will require some revisions to the bylaws.
 Resolved, the board establishes the following new board committees:  One, the IANA Committee; two, the Public Participation Committee; three, the Risk Committee; and, four, the Structural Improvements Committee.
 Resolved, the periodic reviews of ICANN structures as set out in Article IV, Section 4, of the ICANN bylaws, and such other reviews as the board shall determine, shall be the responsibility of the Structural Improvements Committee.
 Resolved, staff is directed to draft proposed revisions to the ICANN bylaws to designate the Board Governance Committee as responsible for conflicts of interest and reconsideration requests.  Those revisions shall be posted for public comment.
 Is there a seconder for that resolution?
 Thanks, Jean-Jacques.
 Is there any discussion from board members about the rationale for setting these committees up or about the work that they're going to do?
 If not, I'll put that resolution, and I call for a show of hands.
 All those in favor of the resolution, please raise your hands.
 Any opposed?
 Abstentions?
 And can we just check to see if we still have Rita on line?  I think she's gone.
 Rita, are you still there?
 Yep.  Ramaraj?
 >>RAJASEKHAR RAMARAJ:   Yes.
 >>PETER DENGATE THRUSH:   How do you vote on the resolution for establishing the new board committees?
 >>RAJASEKHAR RAMARAJ:   In favor.
 >>PETER DENGATE THRUSH:   Thank you.
 Well, with that vote in favor, I declare the resolution carried.
 Any abstention -- any opposed?
 Any abstentions?
 Thank you.
 Roberto, could I ask you to talk about, then, the next resolution, which is appointing members to what are now the old and the new committees.
 >>ROBERTO GAETANO:   Thank you, Mr. Chairman.
 This year, it has not been a difficult task to do this, because there was excellent flexibility from all the people to adapt to the new -- also to the new committees and serve -- accept to serve in probably not their first choice, but for the good of ICANN, they have accepted different positions.
 So I think that this is a sign of maturity of the whole board more than the ability of juggling with boxes of whoever does the task.
 This said, I would like to read the resolution.
 Resolved, the board appoints the membership of the following provisional new board committees and requests the members and chairs of the committees to prepare charters for the committees for review by the Board Governance Committee and approval by the board:
 IANA Committee:  Harald Alvestrand, chair; Raimundo Beca, Steve Crocker, Demi Getschko, and Katim Touray.
 Public Participation Committee:  Dennis Jennings, Jean-Jacques Subrenat, chair, Katim Touray, and Dave Wodelet.
 Risk Committee, Steve Crocker, Steve Goldstein, Rajasekhar Ramaraj, and Bruce Tonkin, chair.
 Structural improvement committee:  Harald Alvestrand, Raimundo Beca, Roberto Gaetano, chair, Rita Rodin Johnston, and Jean-Jacques Subrenat.
 >>PETER DENGATE THRUSH:   Thank you.
 Is there a seconder for that resolution?  Dave Wodelet.
 And just noting that the word "provisional" that you read out, Roberto, has actually been removed from the text of the resolution.
 >>ROBERTO GAETANO:   Yeah.  Sorry about this.  I was reading on the previous text.
 >>PETER DENGATE THRUSH:   I understand.
 Is there any discussion about the allocation of board resources to those committees?
 If not, let's pass that resolution as a block, which will populate all of the committees.
 >>PETER DENGATE THRUSH:   I understand.  Is there any discussion about the allocation of board resources to those committees?
 If not, let's pass that resolution as a block, which will populate all of the committees.  All those in favor of these allocations, please raise your hands.
 (hands raised).
 >>PETER DENGATE THRUSH:   Ramaraj, how do you vote?
 >>RAJASEKHAR RAMARAJ:   In favor.
 >>PETER DENGATE THRUSH:   Thank you.  Any opposed?  Any abstentions?
 Carried.
 Bruce, you wanted a word on the Risk Committee.
 >>BRUCE TONKIN:   Yes, thank you, Peter.
 I guess as the newly appointed chair of the Risk Committee, I would make a few remarks about the new committee.
 Firstly, the board recently engaged an external company to do a review of the board and suggest areas of improvement of.
 One of their suggestions was to sort of try and reduce the number of committees, I think, but at the same time they suggested creating a new one, and that being the Risk Committee.
 Their comment was that they supported the creation of a Risk Committee if its scope is carefully defined in terms of keeping an eye on the major risks facing ICANN, which would include major political risks, technical risks, business risks, key relationship risks and the like.  And also include oversight of the processes adopted by management for dealing with operational risk, health and safety, and environmental risks.
 Quite often, those tasks are combined with an audit committee, so a lot of companies would have a combined audit and Risk Committee.
 I have just been doing a little bit of research online to see the types of organizations that separate those, and it seems, as an example, that most banks separate them, and have a separate Risk Committee from audit.
 And if you think about ICANN's role, you might look at banking as looking at financial security of the planet.  ICANN's role with respect to the Internet identifies also there's a very strong emphasis on security and stability.
 So I think for ICANN we have both a traditional, as a board, need to ensure that the internal risks of the organization is managed, but as a board, we also need to be conscious and clear on what's ICANN's wider role in reducing security risks for Internet users.
 So we need to understand what our role -- it's obviously a very broad problem.  And we need to be clear on what ICANN's role specifically is with respect to cybersecurity, as an example.
 So I think now probably is the time to have a separate Risk Committee.  Maybe in future, it would be combined, again, with an audit and Risk Committee.  But I think ICANN's fairly early days in terms of really managing risks in, I guess, a best practice in that area.  But certainly there's work underway, and ICANN, in terms of staff resources, now has a chief Internet security advisor in Greg Rattray, and we have certainly seen, as ICANN's funding or revenue has increased, it is -- I expect in the next few years we will be devoting further resources to improving our performance in the area of contributions for security.
 >>PETER DENGATE THRUSH:   Thank you, Bruce.  Any comment in response to risk?
 If not, we will move on to populating the remaining committees, and Steve Crocker, I wonder if you have a copy of resolution 5.  You might like to take us through the resolution appointing members to the new committees.
 >>STEPHEN CROCKER:   Thank you, Peter.
 And so this is the population of the continuing board committees.
 Resolved that membership of the following board committees be established:
 Audit Committee:  Harald Tveit Alvestrand, Steve Crocker, and Rita Rodin Johnston (Chair).
 Board Governance Committee:  Roberto Gaetano, Demi Getschko, Steve Goldstein, Dennis Jennings (Chair), and Rita Rodin Johnston.
 Compensation Committee:  Peter Dengate Thrush (Chair), Steve Goldstein, Rajasekhar Ramaraj, and Bruce Tonkin.
 Conflicts of interest committee:  Demi Getschko, Steve Goldstein (chair) and Dave Wodelet.
 Executive committee:  Board chairman Peter Dengate Thrush is chair, board vice-chairman Roberto Gaetano, and president Paul Twomey.
 Finance Committee:  Raimundo Beca, Steve Crocker, Dennis Jennings, Rajasekhar Ramaraj (Chair), and Bruce Tonkin as an observer.
 And the Reconsiderations Committee:  Roberto Gaetano, Demi Getschko as Chair, and Rajasekhar Ramaraj.
 And I believe -- I will hold off on a comment on that.
 So that's the resolution.
 >>PETER DENGATE THRUSH:   Thank you, Steve.  Is there a seconder for populating those committees in that fashion?
 Thank you, Roberto.
 Any discussion about the assignments?
 Steve.
 >>STEPHEN CROCKER:   There should be, I think, a comment of -- for information that the conflicts of interest and the reconsideration are for a temporary purpose here; right?  Until the finalization of the consolidation of those into the Board Governance Committee.  Right?
 >>PETER DENGATE THRUSH:   Correct.  We have got to wind the functions of conflict of interest and reconsideration into the Board Governance Committee, out of which we are taking all of the structural review work.
 So I imagine the Board Governance Committee is going to continue to be as busy as it ever was, but on slightly different work.
 Any other questions about committees?
 If not, let's put that resolution.
 By show of hands, all those in favor of this resolution which will result in populating those committees with those people?
 Please raise your hands.
 (hands raised).
 >>PETER DENGATE THRUSH:   Ramaraj, how do you vote?
 >>RAJASEKHAR RAMARAJ:   In favor.
 >>PETER DENGATE THRUSH:   Thank you.  Any opposed?  Abstentions?
 Carried.
 And now Raimundo, I wonder if I can ask you to do the last resolution of the agenda for today which is the confirmation of officers of ICANN, and this is something that's required for us to do, again, under the bylaws appointing the various executives of ICANN.
 Raimundo.
 >>RAIMUNDO BECA:   Thank you, Peter.
 It's a pleasure to read this resolution which says, resolved that Dr. Paul Twomey is elected as President and Chief Executive Officer to serve at the pleasure of the Board and in accordance with the Bylaws of the Corporation, and shall hold his office until his resignation, removal, or other disqualification from service, or until his successor shall be duly elected and qualified.
 Resolved that Doug Brent is elected as Chief Operating Officer, to serve at the pleasure of the Board and in accordance with the Bylaws of the Corporation, and shall hold his office until his resignation, removal, or other disqualification from service, or until his successor shall be duly elected and qualified.
 Resolved that John Jeffrey is elected as General Counsel and Secretary, to serve at the pleasure of the Board and in accordance with the Bylaws of the Corporation, he and shall hold his office until his resignation, removal, or other disqualification from service, or until his successor shall be duly elected and qualified.
 Resolved that Paul Levins is elected as Executive Officer and Vice President, Corporate Affairs, to serve at the pleasure of the Board and in accordance with the Bylaws of the Corporation, and shall hold his office until his resignation, removal, or other disqualification from service, or until his successor shall be duly elected and qualified.
 Resolved that Kurt Pritz is elected as Senior Vice President, Services, to serve at the pleasure of the Board and in accordance with the Bylaws of the Corporation, and shall hold his office until his resignation, removal, or other disqualification from service, or until his successor shall be duly elected and qualified.
 Thank you, Mr. Chairman.
 >>PETER DENGATE THRUSH:   Turn over.  Did you do Kevin Wilson over the page?  Raimundo, turn over the page.  Turn the page over and there is one more.  We probably should have a Chief Financial Officer.  No?  Okay; let's have one.
 >>RAIMUNDO BECA:   Resolved that Kevin Wilson is elected as Chief Financial Officer to serve at the pleasure of the Board and in accordance with the Bylaws of the Corporation, and shall hold his office until his resignation, removal, or other disqualification from service, or until his successor shall be duly elected and qualified.
 >>PETER DENGATE THRUSH:   Thank you.  Is there a seconder for that resolution?  Steve Goldstein.
 Any discussion about the appointments of these officers?
 Steve.
 >>STEVE GOLDSTEIN:   Thank you, Chair.
 I just want to note that in these past few months, if not much, much longer, our officers and our staff have been working extraordinarily long hours, nights, weekends, to try and tie up the many packages that are under consideration now.
 Hours well beyond what they are being paid for, dedication well beyond what any of us could reasonably expect.
 And I just want to express my gratitude and, hopefully, the gratitude of the entire board for their dedication and hard work.
 Thank you.
 [ Applause ]
 >>PETER DENGATE THRUSH:   Thank you, Steve.  I think that applause says it all.  A sentiment shared by all board members. 
 Is there now any other item of other business that has not been put on the agenda?
 Ram, have you any items of general business?
 >>RAJASEKHAR RAMARAJ:   No, I don't.
 >>PETER DENGATE THRUSH:   That being the case, I declare this meeting closed and look forward to the next face-to-face meeting in Mexico next year.
 Thank you all.
 [ Applause ]
 (Organizational meeting concluded.)