2008-01-23 - Supplemental Resolution re Brussels Branch Office

John Jeffrey advised that this resolution relates to ICANN's business filings for its Belgian office, and will allow ICANN to maintain the business status in Brussels and file for appropriate business licenses and license changes.

The Chair moved and Susan Crawford seconded the following resolution:

Whereas, in 2005 the Board of Directors unanimously approved ICANN Resolutions 05.77-05.83 to establish a branch office of the Internet Corporation for Assigned Named and Numbers ("ICANN") in Brussels, Belgium; and

Whereas, ICANN must update some of the information relating to the operations of the Brussels branch office.

Resolved (2008.01.10), that in accordance with the purpose clause of ICANN, the branch office in Belgium, located at 6 Rond Point Schuman, Bt. 5, B-1040 Brussels, Belgium, continues to support ICANN's headquarters in Marina del Rey, California, in performing ICANN's mission with respect to Internet activities in Belgium and in other countries, including but without limitation, policy support functions, facilitation of communications with constituents in time zones similar or close to that of Brussels, Belgium, and liaising with the regional internet registries and performing other regional consultations. There is no separate mission of the Belgian branch office separate and apart from supporting ICANN's aforesaid headquarters.

Resolved (2008.01.11) that while the activities carried out by the Belgian branch office may change from time to time as needed to support ICANN's headquarters, ICANN does not now and does not intend in the future to receive or in any way generate revenues in Brussels.

Resolved (2008.01.12) that Mr. Olof Nordling, a Swedish citizen, shall continue as the branch manager and legal representative in Brussels, as set forth in ICANN Resolution 05.79, until his appointment is withdrawn by resolution of this Board of Directors.

Resolved (2008.01.13) to appoint Mr. Howard Liebman and Mrs. Danielle Machiroux at Jones Day, electing domicile at Boulevard Brand Whitlock 165, 1200 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 Crossroad Bank for Enterprises, the Corporate Counter and the V.A.T. administration. Mr. Howard Liebman and Mrs. Danielle Machiroux are each entitled to sub-delegate any and all of the above powers.

A voice vote was taken of all Board Members present on all three resolutions and the motions were approved by a vote of 14-0.