2004-02-18 - Establishment of a Regional Office in Brussels

After discussion, the Board of Directors, passed the following resolution unanimously by a 13-0 vote:Resolved [04.08], to open a branch office of a non-profit nature in Belgium, at Brussels, under the name of Internet Corporation for Assigned Names and Numbers;

Resolved [04.09], that, in accordance with the company's corporate purpose clause, the branch office in Belgium is allowed to perform activities in Belgium and possibly in other countries, consistent with ICANN's By-laws;

Resolved [04.10], to appoint Mr. Paul Verhoef of the Netherlands residing in Belgium as the branch manager and legal representative in Belgium, to serve in this capacity until his appointment is withdrawn by resolution of this Board of Directors;

Resolved [04.11], that Mr. Verhoef, the above-designated, be delegated full power to carry out the daily management of the branch, including, but without limitation to the foregoing, the following specific powers regarding the operations of such branch:(1) Represent the company vis-à-vis all public authorities, whether governmental, regional, provincial, municipal or other, the Commercial Courts, Crossroads Bank for Enterprises, the Tax Authorities, including the V.A.T. administration, the Postal Checks service, customs, postal, telephone and telegraph services, and all other public services and authorities;

(2) Sign daily correspondence, receive and sign receipts for registered letters or parcels addressed to the company through the post, the customs, the rail-, air- and other transport companies and services;

(3) Take out, sign, transfer or cancel all insurance policies and all contracts for supply of water, gas, power, telephone and other utilities for the branch, and pay invoices, bills and other dues relating thereto;

(4) Sign and accept all quotations, contracts and orders for the purchase or sale of office equipment and other investment goods, services and supplies necessary for the functioning of the branch which do not obligate the company to expend more than Five Hundred (500) EUR;

(5) Take or grant leases, including long term leases, on real estate, equipment or other fixed assets and enter into leasing agreements with respect to the same, upon approval from President and CEO Paul Twomey;

(6) Claim, collect and receive sums of money, documents or property of any kind and sign receipts with respect thereto;

(7) Affiliate the branch with all professional of business organizations;

(8) Represent the branch in court or arbitration proceedings, as plaintiff or defendant, negotiate settlements, take all necessary steps with respect to the above proceedings, obtain all judgments, and have them executed;

(9) Draft all documents and sign all papers in order to be able to exercise the powers listed above;

(10) Adopt all necessary measures to implement the resolutions and recommendations of the Board of Directors;

(11) Move the branch to any other location in Belgium.
Resolved [04.12] that the banking powers of the branch shall be exercised by Mr. Verhoef, above designated, who will have the power to:(1) Open any kind of account with any bank, credit or financial institution, whether Belgian or foreign, or any kind of Postal Checks account, in the name of the company, and to operate these accounts;

(2) Sign, negotiate, and endorse for the account of the branch, all drafts, checks, bills of exchange, promissory notes and other similar documents;

(3) Ask for accept all loans, either short, medium of long term, in the name of the branch.
Resolved [04.13] to declare that, in application of the Law of February 10, 1998 and the Royal Decree of October 21, 1998, the Company is to be considered as a large company since it meets the following required threshold:ICANN's annual balance sheet exceeds 5 million EURO;
Resolved [04.14] to appoint Messrs. Luc Houben, Thomas De Muynck and Philippe Louviau, at Jones Day, electing domicile at Avenue Louise 480/7, 1050 Brussels, Belgium, each acting alone, as proxyholder, with full powers to prepare, sign and file all documents and in general do all what is necessary to proceed with all required formalities with the Clerk of the Commercial Court, the Belgian State Gazette, the Crossroads Bank for Enterprises and the V.A.T. administration.