2007-10-16 - Approval of Foreign Exchange Contracts

Whereas, ICANN processes a significant number of disbursements denominated in foreign currencies such as Euro, Australian dollars, and Canadian dollars in the normal course of business.

Whereas, ICANN's disbursements, including those denominated in foreign currencies, are in compliance and will continues to be in compliance with the disbursement requirements set forth by the board of directors.

Whereas, ICANN has historically purchased foreign currency contracts on a spot basis (i.e., settled within 2 business days) in order to make disbursements in the requested foreign currency.

Whereas, ICANN desires to purchase foreign currency contracts on terms of up to 60 days in order to purchase the foreign currency at a lower cost to ICANN.

Whereas, ICANN desires to enter into foreign currency contracts through Union Bank of California.

First, it is hereby resolved (07.84), in order to meet the requirements of Union Bank of California's foreign exchange department, that

any one of the following:

• Chief Operating Officer
• Chief Financial Officer acting alone, is authorized in the name and on behalf of ICANN from time to time, by telephonic, electronic, oral or written means (a) to execute on behalf of ICANN and deliver to Union Bank of California, N.A. ("Bank"), the foregoing Foreign Exchange Agreement, and (b) to delegate the agents or employees of ICANN ("Authorized Representative") the authority, acting alone or in combination, to take any or all of the following actions: (i) to enter into, execute or modify, upon such terms as such Authorized Representatives shall approve, any spot or forward purchase or sale of foreign exchange, any swap or option on foreign exchange, or any combination thereof ("FX Transaction"), (ii) to confirm any FX Transaction, (iii) to accept or direct the transfer to Customer or to any third party, or the disposition, of any funds payable to ICANN or to any third party, or the disposition, of any funds payable to ICANN pursuant to an FX Transaction and (iv) to verify any Payment Instruction.

Further resolved (07.85), that the authority given under this Resolution shall be retroactive and any and all acts so authorized that were performed prior to the formal adoption hereof are hereby approved and ratified. In the event two or more resolutions of Customer are concurrently in effect, the provisions of each shall be cumulative, unless the most recent shall specifically provide otherwise. The authority given hereby shall remain in full force and effect, and Bank is authorized and requested to rely and act thereon, until Bank's Global Markets Group shall have received a certified copy of a further resolution of ICANN amending, rescinding or revoking this Resolution.
Also Second, it is hereby resolved (07.86), that the CFO and COO are authorized to enter in foreign currency contracts with the Union Bank of California: (i) using due care and strong internal controls; (ii) not to exceed the specific existing actual or predicted foreign currency denominated obligations due in the period of the contract; (iii) in no instance to exceed a term of 60 days; (iv) and in no instance to exceed the amounts for specific disbursements that the Board has authorized the CFO to make (currently set at US $25,000 alone, US $50,000 with a second officer, and $75,000 with the COO).