Index

Resolved (05.__) the Board authorizes the President and General Counsel to enter into negotiations relating to proposed commercial and technical terms for the .ASIA sponsored top-level domain (sTLD) with the applicant.

Resolved (05.__) if after entering into negotiations with the .ASIA sTLD applicant the President and General Counsel are able to negotiate a set of proposed commercial and technical terms for a contractual arrangement, the President shall present such proposed terms to this board, for approval and authorization to enter into an agreement relating to the delegation of the sTLD.

Whereas, Article IV, Section 4 of the ICANN Bylaws provides that the ICANN Board will regularly initiate an independent review of each supporting organization and supporting organization council.

Whereas, at its meeting in Luxembourg in July 2005, the ICANN Board requested the GNSO Council to prepare with the ICANN staff and Board a "Terms of Reference" document to guide an independent review of the GNSO, and to present the terms of reference to the Board for adoption at the meeting in December 2005, in Vancouver, Canada.

Whereas, comprehensive consultation between the GNSO Council, the GNSO Constituencies and members of the ICANN community was undertaken to develop the Terms of Reference.

Whereas the draft Terms of Reference were approved by the GNSO Council and posted on the ICANN website for public comment, which yielded several helpful comments.

Resolved (05.__), the Board directs staff to initiate the GNSO Review in accordance with the approved Terms of Reference.

Whereas, the ccNSO Council has considered a number of issues which are understood to stand in the way of a number of ccTLD managers in the European Region joining the ccNSO.

Whereas the ccNSO Council resolved on 28 May 2005, to initiate a ccNSO Policy Development Process to consider changes to ICANN Bylaws Article IX (Country-Code Names Supporting Organisation), Annex B (ccNSO Policy-Development Process) and Annex C (the scope of the ccNSO) to address the matters outlined in paragraphs A to M of section 3.2 of the Issues Report as published on 7 June 2005.

Whereas the ccNSO has conducted the ccPDP in accordance with Annex B of the ICANN Bylaws.

Whereas the ccNSO Council resolved on 2 December 2005, to approve the Board Report containing 8 ccNSO Recommendations for changes to the ICANN Bylaws and recommends them to the Board to be considered as an improvement and clarification of the ICANN Bylaws on the ccNSO and the ccPDP in the interest of the ccNSO membership, the ccNSO Council and other stakeholders.

Whereas the Issue Manager has submitted the report to the Board for consideration on 2 December 2005.

Resolved (05.__), that the Board acknowledges the work of the ccNSO on developing these recommendations, thanks the ccNSO for the report, and directs staff to post the recommendation for public comment and take any other appropriate action to enable the Board to act on the ccNSO Council's recommendations at the earliest opportunity.

Whereas, on 17 May 2005, in accordance with the ICANN Bylaws Article XVI, ICANN posted its Proposed Budget for fiscal year 2005-2006, which was developed through a series of consultations with ICANN constituencies, ICANN's Budget Advisory Group, and the ICANN's Board Finance Committee.

Whereas, the Board formally adopted the 2005-2006 ICANN Budget pursuant to Resolution 05.51, and the Board has set out a path for additional review and discussion subject to Resolutions 05.52, 05.53, and 05.54 relating to funding for the following line items in the adopted budget: DNSSEC deployment; ALAC projects; translation; facilitation of regional meetings; and establishment of regional presences.

Whereas, ICANN and the community recognize the facilitation of participation of representatives from developing countries is an important part of ICANN's mission; and receiving benefit in the form of regional meeting support from ICANN also imbues an obligation in participants to actively participate in the ICANN process.

Whereas, the Board recognizes that effective forms of regional presences wil vary from region to region; commits to accept input from the Internet community regarding the establishment of regional presences; and looks to take advantage of regional organizations in determining the appropriate form of regional presences.

Whereas, the Board acknowledges the wealth of talent in the community that can facilitate the deployment of DNSSEC.

Whereas, ICANN's Board Finance Committee has reviewed the itemization of the five expense categories that were still under discussion and were addressed by the board in the Board's previous resolutions from ICANN's Luxembourg Meeting and has set out additional contemplated review before the Finance Committee and the Board but has recommended that the board fully adopt the budget for the fiscal year 2005-2006 without restrictions.

Resolved (05.__), the ICANN Board confirms the adoption of the 2005-2006 ICANN Budget, and hereby removes the restrictions relating to the expense categories that were under discussion when the Budget was approved.

Resolved (05.__), the ICANN Board recommends that ICANN's President and CEO provide regular reports to ICANN's Board Finance Committee on how resources are being allocated under the various expense categories within the 2005-2006 ICANN Budget.

Whereas, groups of individual Internet users throughout the world are encouraged to register as "At Large Structures" and participate in ICANN decisions critical to the Internet's end users.

Whereas, user groups that meet a few simple criteria can be certified as "At Large Structures" by completing and submitting an application form to the At-Large Advisory Committee (ALAC), and the ALAC reviews these applications, conducts due diligence, and votes via email on certification.

Whereas, the ICANN Bylaws require 2/3 of all ALAC members to vote "yes" in order to certify groups as "At-Large Structures."

Whereas, after using and trying to improve this certification process for two years, and voting on 26 applications, the ALAC has found that the "super majority" threshold for certification (10 votes) is cumbersome and unnecessary and can impede progress in building an At-Large network of user groups.

Whereas, recently, three applications did not receive the required 2/3 votes, even though a majority of members voting supported the applications and only one "no" vote was cast against certification of one applicant.

Whereas, the ALAC has determined that a change to these Bylaws is needed, and has discussed changes to the certification process at multiple open meetings and on publicly archived email lists.

Whereas, to better enable the At-Large framework envisioned in the Bylaws to be created, the ALAC has unanimously recommended a change to the Bylaws that will require a 2/3 majority among all of the members of the ALAC who cast a vote to certify a group as an "At-Large Structure," provided at least nine members of the ALAC cast a vote according to procedures adopted by the ALAC.

Whereas, the ICANN Ombudsman recommended that the Board adopt this proposed Bylaws change.

Whereas, the proposed ALAC Bylaw change has been posted for public comment on the At-Large ICANN webpage for over a month, and a notice requesting public comments also was posted on the ICANN homepage, and no comments opposing the bylaw change were received.

Resolved (05.___) that the Bylaws change proposed by the ALAC is approved.

Whereas, the Audit Committee of the ICANN Board and the ICANN Board Governance Committee have agreed that as ICANN has continued to improve its internal processes and accountability to the Internet community it would be useful to have additional performance and operational reporting mechanisms.

Resolved (05._), the Board directs the President to enable a system of performance and quality audits of the various operational functions of ICANN, and for the Board to be informed of the outcome of these performance and quality audits.

Whereas, ICANN's mission is to coordinate, at the overall level, the global Internet's systems of unique identifiers, and in particular to ensure the stable and secure operation of the Internet's unique identifier systems.

Whereas, the President and Board are committed to the bottom-up strategic and operational planning drawing on the inputs of the supporting organizations, advisory committees, and members of the ICANN community.

Whereas, the ICANN community could also benefit from the advice of a group responsible for making observations and recommendations concerning strategic issues facing ICANN; these observations and recommendations will contribute to ICANN's strategic planning process.

Resolved (05.__), the President is directed to appoint, by 28 February 2006, a President's Strategy Committee, to be responsible for giving advice to the President and the Board on strategy issues.

Whereas, ICANN's mission is to coordinate, at the overall level, the global Internet's systems of unique identifiers, and in particular to ensure the stable and secure operation of the Internet's unique identifier systems.

Whereas, ICANN strives to carry out its responsibilities in consultation with the DNS Root Server System Advisory Committee (RSSAC) and the Security and Stability Advisory Committee (SSAC), and in close cooperation with the technical community.

Whereas, the President and Board, and ICANN's General Manager, IANA, could benefit from the advice of a group knowledgeable about operational issues facing IANA.

Resolved (05.__), the President is directed to appoint a President's IANA Consultation Committee, to be responsible for giving advice to the President and the Board on IANA operations and performance improvement issues.

Whereas, ICANN is an organization which involves all relevant stakeholders in a meaningful and effective participation, with a limited mission to coordinate, at the overall level, the global Internet's systems of unique identifiers, and in particular to ensure the stable and secure operation of the Internet's unique identifier systems.

Whereas, the ICANN bylaws require regular reviews of its structure and procedures, and supports the view of continuous evolution and improvements to its structure and the participation of all stakeholders;

Whereas, ICANN recognizes the importance of the role of governments in the processes and procedures of the ICANN multi-stakeholder structure;

Whereas, ICANN has held previously two major cycles of dialog with governments; the first one during the process which gave rise to the formation of ICANN, and the second in 2002 during ICANN's Reform process;

Whereas, in its meeting in Carthage, Tunisia, in October 2003, the GAC started to consider the question of its future structure, organization, and financing;

Whereas, the World Summit on the Information Society (WSIS) noted the role of governments in the issues surrounding the information society within a multi-stakeholder context, but not involved in the day-to-day operations of the Internet;

Whereas, on 8 November 2005, ICANN's Chairman communicated to the Chair of ICANN's Governmental Advisory Committee (GAC) proposing a meeting of the GAC and the Board during the ICANN meeting in Vancouver to discuss what measures need to be taken to make cooperation more effective, including ensuring the participation of developing countries;

Whereas, the ICANN Board recognizes that discussions on improving existing mechanisms will occur in the context of the meaningful, transparent and bottom-up participation of all stakeholders;

Whereas, the ICANN Board and the GAC had a fruitful meeting on 29 November 2005 and the GAC in its 30 November 2005 Communiqué accepted the Board's proposal to set up a joint Working Group to effectively improve the communication links and collaboration processes between the GAC and the ICANN Board and the relevant ICANN constituencies;

Resolved, (05.__), the ICANN Board Chair and Vice-Chair will identify the participants who will work with the representation designated by the GAC, and with the GAC build on existing discussions and report on progress at the ICANN meeting in Wellington, New Zealand.

Resolved, (05.__), the ICANN Board Chair and Vice-Chair designate the following participants: Raimundo Beca, Mouhamet Diop, Veni Markovski, Thomas Niles, Alejandro Pisanty, Vanda Scartezini, Peter Dengate Thrush, and Paul Twomey.

Whereas, Article VII, Section 2(1) of the Bylaws calls for the non-voting Chair of the Nominating Committee to be appointed by the ICANN Board;

Whereas, the Board Governance Committee has recommended that Eugenio Triana be appointed to chair the 2006 Nominating Committee, and Eugenio Triana has indicated a willingness to so serve;

Resolved (05.__), that Eugenio Triana is appointed as Chair of the 2006 Nominating Committee, to serve until the conclusion of the ICANN annual meeting in 2006, or until his earlier resignation, removal, or other disqualification from service; and

Resolved (05.__), the President is directed to provide support by ICANN and other sources to the Nominating Committee as determined, in consultation with the Chair of the committee, to be appropriate for the discharge of its functions.

Whereas, on 5 December 2004, ICANN appointed George Sadowsky as Chair of the Nominating Committee, to serve until the conclusion of the ICANN annual meeting in 2005 or until his earlier resignation, removal, or other disqualification from service.

Whereas, the Nominating Committee Chair asked Jayantha Fernando to serve as Vice-Chair to assist him in the direction of the Nominating Committee.

Whereas, Jean-Jacques Damlamian served, in his capacity as immediately previous Nominating Committee Chair, as a non-voting advisor to the Nominating Committee.

Whereas, the 2005 Nominating Committee consisted of delegates from each of ICANN's constituencies and advisory bodies.

Resolved (05.__) that the ICANN Board expresses its deep appreciation to George Sadowsky, Jayantha Fernando, Jean-Jacques Damlamian, and all of the members of the 2005 Nominating Committee for their dedication, hard work, and successful efforts.

Whereas, the process of implementing Internationalized Domain Names (IDNs) at the top level represents a pressing international public, technical and community policy challenge.

Whereas, the efforts of the panelists, moderators and participants involved in the 30 November 2005 IDN workshop in Vancouver significantly contributed to meeting this challenge, including making progress towards the launch of a global IDN test bed.

Resolved (05.__), the ICANN Board expresses its gratitude to the workshop panelists and moderators for their presentations and commentary on the challenges and opportunities presented by IDNs, and the lasting contribution those efforts have made to the continued growth and accessibility of the global Internet.

Whereas, the Board thanks the organisers from the ICANN community for the coordination of the Workshop on "DNSSEC - The Registrar's View."

Whereas the Board recognises the contributions of all the participants to the workshop.

Whereas, the Board recognises the the contributions of all the participants to the workshop, and the interest of the ICANN community in the discussion of this important area in securing the DNS infrastructure.

Resolved (05.__), the Board thanks the chair, Allison Mankin and members of the workshop program committee and all presenters who made this important workshop possible.

Whereas, the successful outcome of the World Summit on Information Society is the culmination of summits in Geneva in 2003 and Tunis in 2005.

Whereas, the successful conclusion of WSIS was the result of the input and hard work from the global Internet community, including the representatives of the world's governments.

Whereas, the Board thanks all the members of the ICANN community that contributed to the WSIS process.

Whereas, the Board recognises with appreciation the participation at this ICANN meeting of Ambassador Janis Karklins, President of WSIS Tunis Phase, and Mr. Markus Kummer, Executive Coordinator, Secretariat of the UN Working Group on Internet Governance (WGIG), and thanks both for their participation in the WSIS Workshop at the ICANN meetings in Vancouver.

Resolved (05.__), ICANN welcomes the outcome of the WSIS in relation to the Internet's ongoing technical coordination, and the recognition and preservation of the existing multi-stakeholder model to ensure the stability and integrity of the Internet's naming and addressing system.

Whereas Richard Thwaites was appointed liaison to the ICANN Board by the ITU on behalf of the Technology Liaison Group to serve during the year 2005;

Whereas he has served ICANN with energy, remarkable humor, and considerable insight into technology policy arenas;

Whereas he has brought his substantial experience in the ITU Standardization Sector to useful application in many matters confronting the ICANN Board;

Therefore the ICANN Board resolves that Richard Thwaites has earned the deep appreciation of the Board for his term of service. The Board wishes Mr. Thwaites well in all future endeavors and expresses the hope that he will be available for consultation from time to time as the need arises.

Whereas the Board Governance Committee has recommended that Vinton Cerf be elected as Chairman of the Board.

Resolved (05.___) that Vinton Cerf 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.

Whereas the Board Governance Committee has recommended that Alejandro Pisanty be elected as Vice-Chairman of the Board.

Resolved (05.___) that Alejandro Pisanty 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.

Resolved (05.___) that membership of the following Board committees be established, to continue on the basis of the charters as presently in effect:

Audit Committee

Raimundo Beca, Susan Crawford, Joichi Ito, Veni Markovski, Njeri Rionge (Chair), and Peter Dengate Thrush.

Board Governance Committee

Mouhamet Diop, Hagen Hultzsch, Veni Markovski, Michael Palage, Alejandro Pisanty (Chair), Vanda Scartezini, and Peter Dengate Thrush.

Compensation Committee

Vinton Cerf (Chair), Hagen Hultzsch, Joichi Ito, Njeri Rionge, and Vanda Scartezini.

Conflicts of Interest Committee

Susan Crawford (Chair), Demi Getschko, Joichi Ito, Michael Palage, Hualin Qian, and Njeri Rionge.

Executive Committee

Demi Getschko and Njeri Rionge, along with the ICANN President, Board Chairman, and Board Vice-Chairman as ex officio members.

Finance Committee

Raimundo Beca, Mouhamet Diop, Hagen Hultzsch (Chair), Joichi Ito, and Michael Palage.

Meetings Committee

Susan Crawford, Mouhamet Diop, Veni Markovski, Michael Palage (Chair), Hualin Qian, and Vanda Scartezini.

Reconsideration Committee

Raimundo Beca, Demi Getschko, Vanda Scartezini (Chair), and Peter Dengate Thrush.

Resolved (05.___) 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 elected and qualified.

Resolved, (05.___) 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, 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, (05.___) that Kurt Pritz is elected as Vice President, Business Operations, 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, (05.___) that Melanie Keller 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 her office until her resignation, removal, or other disqualification from service, or until her successor shall be elected and qualified.

The Board extends its thanks to all sponsors of the meeting, including Canadian Internet Registration Authority (CIRA), Public Interest Registry (PIR), CFIT, Afilias, VeriSign, Logicboxes, Skenzo, Outblaze, Overstock.com, ICANNWiki, Pool.com, PricewaterhouseCoopers, Fairview Broadband Wireless, for network and wireless access, in particular Eddie Wong, Shane Burnstun, and Don McLeod, Duocom for audio-visual, in particular Ciprian Bandu,

Telus for Internet connectivity, in particular Konstantin Kropivny and Maxwell Chin, International Conference Services for on-site logistics, in particular Khara LaRoux.

We would like to acknowledge the effort made by the staff of the Westin Bayshore Hotel to meet all of our many requests.

The Board expresses its great appreciation to the ICANN staff present here in Vancouver; Laura Brewer; and Terri Darrenougue and the rest of the ICANN staff for their dedicated efforts in ensuring the smooth operation of the meeting.

Whereas, ICANN has successfully completed its 2005 Annual Meeting in Vancouver, Canada.

Whereas, the gracious and warm hospitality, splendid facilities, strong support, and close attention to fulfilling the needs of participants have all been truly magnificent.

Resolved (05.__), the ICANN Board expresses its deep appreciation and thanks, on its own behalf and on behalf of all participants, to the Vancouver organizing team, to our hosts, CircleID and Leading Edge British Columbia, in particular Ali Farshchian and George Hunter.