Hello All,

Below are the minutes of the Board meeting held last week.

The key decisions with respect to the GNSO were:

- approval of GNSO Stakeholder group charters (B 1 (a))

- approval of process for selecting ICANN Board seats 13 and 14 (B 1(b))
(note I abstained from the discussion and voting on that issue -
although this is not stated in the preliminary minutes)

- approval of single 15-working-day document deadline before an ICANN
meeting

No decision was made with respect to new constituencies or bylaw changes.

Regards,
Bruce Tonkin

From: http://www.icann.org/en/minutes/prelim-report-30jul09.htm

Preliminary Report of Special Board Meeting

30 July 2009

[Formal Minutes are still to be approved by the ICANN Board]

Note: This has not been approved by the Board and does not constitute
minutes but does provide a preliminary attempt setting forth the
unapproved reporting of the resolutions from that meeting. Details on
voting and abstentions will be provided in the Board's Minutes, when
approved by the board at a future meeting.

A Special Meeting of the ICANN Board of Directors was held via
teleconference 30 July 2009 @ 19.00 UTC. Chairman Peter Dengate Thrush
promptly called the meeting to order.

In addition to Chairman Peter Dengate Thrush the following Directors
participated in all or part of the meeting: Rod Beckstrom (President and
CEO), Roberto Gaetano (Vice Chairman), Harald Tveit Alvestrand, Raimundo
Beca, Steve Crocker, Steven Goldstein, Dennis Jennings, Rita Rodin
Johnston, Raymond A. Plzak, Mike Silber, Jean-Jacques Subrenat, Bruce
Tonkin, and Katim Touray.

The following Board Liaisons participated in all or part of the meeting:
Janis Karklins, GAC Liaison; Ram Mohan, SSAC Liaison; Thomas Narten,
IETF Liaison; Thomas Roessler, TLG Liaison; Wendy Seltzer, ALAC Liaison;
and Suzanne Woolf, RSSAC Liaison. Rajasekhar Ramaraj was not present for
the meeting. This is a preliminary report of the approved resolutions
resulting from the Special Meeting of the ICANN Board of Directors,
which took place on 30 July 2009

A. Consent Agenda

1. Board Finance Committee – Amended Investment Policy

Whereas, ICANN adopted its Investment Policy in November 2007.

Whereas, the Board Finance Committee requested that an outside expert
review the

Investment Policy to ensure it is appropriate for ICANN.

Whereas, the outside expert completed a review of the ICANN Investment
Policy and concluded that overall the Investment Policy is consistent
with best practices of other similar organizations.

Whereas, the outside expert recommended that minor modifications of the
Investment Policy be made to ensure that it is as strong as possible.

It is hereby resolved (2009.30.07.01) that the Board endorses the ICANN
Investment
Policy and adopts the minor amendments to the Investment Policy.

2. From the Board Governance Committee

a. BGC Recommendation for Adoption of revised Conflicts of Interest Policy

Whereas the Board adopted the current Conflicts of Interest Policy on 4
March 1999;

Whereas the Board Governance Committee (BGC) reviewed and revised the
Conflict of Interest (COI) Policy;

Whereas the COI Policy was posted for a 30 day public comment period;

Whereas the BGC considered the public comments received and made a few
additional revisions; and

Whereas the BGC recommends that the Board adopt the revised COI Policy.

It is hereby resolved (2009.30.07.02) that the revised Conflicts of
Interest Policy is approved.

b. Approval of Board Governance Committee Recommendation for Academia &
Research Representative for 2010 Nominating Committee

Whereas, Section I.I of the Board Governance Committee charter directs
the committee to recommend to the Board a nominee for the Academia and
Research representative on the Nominating Committee,

Whereas, Professor Jan Gruntorád was selected and approved by the Board
in July 2008 as the Academia and Research representative on the
Nominating Committee for 2009,

Whereas, Professor Jan Gruntorád has agreed to serve as the Academia and
Research representative on the Nominating Committee for 2010,

Whereas, the Board Governance support this nomination and recommends
that the Board select and approve Professor Jan Gruntorád as the
Academia and Research representative on the Nominating Committee for 2010,

Resolved (2009.30.07.03), the Board selects Professor Jan Gruntorád as
the Academia and Research representative to the 2010 Nominating Committee.

3. From the Structural Improvements Committee

a. Approval of Structural Improvements Committee Recommendation on
Composition of the NomCom Review Working Group

Whereas Article IV of ICANN Bylaws, Section 4 calls for periodic reviews
of the key structures of ICANN;

Whereas the Structural Improvements Committee has the duty to oversight
ICANN’s organizational review processes through the engagement of
external reviewers, and is authorized to ‘Create and populate Working
Groups for each of the Reviews’;

Whereas the Structural Improvements Committee considers that the work of
the previously established NomCom review Working Group needs updating as
to produce a report for public consultation;

Whereas the Structural Improvements Committee voted the following
composition of the NomCom Review updating Working Group: Thomas Roessler
(Chair), Alejandro Pisanty, Jonathan Cohen, Steve Goldstein; and all
nominated Members accepted to serve in this role;

Resolved (2009.30.07.04), the composition of the NomCom Review updating
Working Group as voted by the Structural Improvements Committee is
hereby approved.

b. Structural Improvements Committee Recommendation to direct staff to
publish a Request for Proposal for the hiring of an external consultant
for the Organizational Review of the ccNSO

Whereas Article IV of ICANN Bylaws, Section 4 states that ‘The Board
shall cause a periodic review (…) of the performance and operation of
each Supporting Organization, each Supporting Organization Council, each
Advisory Committee (other than the Governmental Advisory Committee), and
the Nominating Committee by an entity or entities independent of the
organization under review’;

Whereas the Structural Improvements Committee has unanimously approved
and submitted to the Board for approval the draft Request for Proposal
(RfP) of the first independent review of the ICANN’s Country Code Names
Supporting Organization, containing Terms of Reference and Instructions
to Bidders;

Whereas the RfP was previously published for public comments for a
period of 30 days, as directed by the Board, and no comments were received;

It is hereby resolved (2009.30.07.05) that the Request for Proposal
(RfP) of the first independent review of the ICANN’s Country Code Names
Supporting Organization is approved by the Board;

It is hereby resolved (2009.30.07.06) that the Request for Proposal
(RfP) of the first independent review of the ICANN’s Country Code Names
Supporting Organization be posted and advertised for soliciting
applications from independent consultants.

c. Structural Improvements Committee Recommendation for Adoption of the
Paper on the Systematization of Organizational Review Processes

Whereas Article IV of ICANN Bylaws, Section 4 calls for periodic reviews
of the key structures of ICANN;

Whereas the Structural Improvements Committee has the duty of
‘[r]eviewing, and suggesting changes as warranted to, ICANN’s policies
and processes governing organizational review’;

Whereas the Structural Improvements Committee, based on lessons learned
during the present phase of the first cycle of organizational reviews of
key structures of ICANN, has reviewed the present Organizational Review
processes and considers that these processes can be rationalized in
order to achieve greater effectiveness and efficiency while increasing
the accountability and transparency of ICANN;

Whereas, as directed by the Board, the attached paper entitled
‘Proposals for the Systematization of ICANN’s Organizational Review
Processes’ was previously published for public comments for a period of
30 days and no comments were received suggesting changes to its terms; and

Whereas, at its 15 July 2009 meeting, the Structural Improvements
Committee has unanimously approved the adoption of the proposals
outlined in the papers, and a recommendation to the Board to adopt the
proposals and direct staff to move towards implementation.

It is hereby resolved (2009.07.30.07) that the proposals set forth in
the paper entitled ‘Proposals for the Systematization of ICANN’s
Organizational Review Processes’ are adopted by ICANN.

4. Review of Ombudsman Reports and Recommendations to the Board

Whereas, the Ombudsman has made recommendations to the Board of
Directors following certain investigations conducted by the Ombudsman;

Whereas, the Board thanks the Ombudsman for his continuing service to
ICANN;

Whereas, the Board has reviewed the Ombudsman’s recommendations to the
Board; and

Whereas, the Board acknowledges that most of the Ombudsman’s
recommendations have already been addressed.

It is hereby resolved (2009.07.30. 08) that as soon as practicable,
Staff shall provide the Ombudsman with Board approved responses to the
Ombudsman’s outstanding recommendations.

Resolutions 2009-07-30-01; 2009-07-30-02; 2009-07-30-03; 2009-07-30-04;
2009-07-30-05; 2009-07-30-06; 2009-07-30-07; 2009-07-30-08 were approved
in a single vote approving the consent agenda items. All Board Members
present unanimously approved these resolution.

B. Regular Agenda

B 1. From the Structural Improvements Committee regarding GNSO Improvements

B 1(a) Stakeholder Group Charters
=================================

The Board discussed the public comments received regarding the proposed
Stakeholder Group Charter for the Non Commercial Stakeholder Group and
the opposition raised by some of the members of the current Non
Commercial Users Constituency, and discussed the need to clearly state
that the period of time for which the transitional charter will remain
in effect and that, upon reevaluation after the transitional period, the
Board will reevaluate in full, including but not limited to the
continued need for a constituency-based model. The Board received an
update from Staff regarding the necessity for all proposed charters to
be approved together to allow for the GNSO to move forward and seat the
new council in Seoul.

The Board then took the following action:

Whereas, the Board determined at its May 2009 meeting that most of the New
GNSO Stakeholder Group Charters required revisions to ensure equitable
participation and representation by new Constituencies and alignment
with the Board-approved GNSO Improvements Report;

Whereas, the Board’s Structural Improvements Committee (SIC) developed,
posted, and discussed with the community revised SG Charter documents;

Whereas, the Staff has made further administrative and substantive edits
to conform the documents with the SIC’s intention s, to address
additional community comments and to resolve various, non-substantive
typographical, form and style changes;

It is RESOLVED (2009.30.07.09), the Board approves each of the Charters
of the
Registries Stakeholder Group, The Registrars Stakeholder Group, The
Commercial Stakeholder Group and the Non-Commercial Stakeholder Group as
revised by the Structural Improvements Committee (copies of which
accompany this resolution). The Board also approves additional charter
elements to ensure the Bylaws principles of transparency, openness,
fairness and representativeness and each Stakeholder Group is further
directed to incorporate those additional charter elements into its
permanent charter document at its earliest opportunity.

The Board will re-examine the Stakeholder Group structures and their
operations in one year and, thereafter, every three years to assure
adherence to the ICANN Bylaws principles.

In view of this resolution, the Board directs the Staff to re-initiate
its work with the GNSO Constituency leaders to complete any necessary
additional work on the re-confirmation of their existing charters
(consistent with the principles and elements adopted with respect to the
Stakeholder Group Charters) so that the Board can act on those
documents at its September special meeting.

Ten of the Board members present approved of this resolution. Three
Board members opposed the resolution. The resolution passed.

Another Board Member who was not present at the time of the vote but was
present later in the meeting, also asked that her dissent and asked that
it be placed on the record regarding the board’s role in making
appointments.

B 1(b) Board Seats 13&14
==========================

The Board received an update on the compromise solution for the seating
of Board Seats 13 and 14. The Board then took the following action:

Whereas, in June 2008, the Board formed a special working group (WG-GCR)
to make specific recommendations regarding the restructuring of the GNSO
Council.

Whereas, as part of a comprehensive set of compromise recommendations
the WG-GCR recommended that Board Seats #13 and #14 be selected in
alternate elections by the Contracted Party House and the Non-contracted
Party House of the GNSO Council.

Whereas, the Board accords significant weight to the WG-GCR’s compromise
recommendation in that it was formed through a thoroughly discussed and
comprehensive community compromise.

It is RESOLVED (2009.30.07.10); The Board approves the original
recommendation of the WG-GCR with respect to the election of Board seats
#13 and #14. The Contract Party House of the GNSO Council will nominate
candidates for Board Seat #13 and select a Board member candidate by a
60% majority of that voting house. The Non-Contract Party House will
nominate candidates for Board Seat #14 and select a Board member
candidate by a 60% majority of that voting house. There will be no
other restriction on the nomination or election of those Board candidates.

All Board members in attendance unanimously approved of this resolution.

B 1 (c) New Constituencies
==========================

The Board received an update from Staff on the four pending petitions to
form new constituencies within the GNSO. The Board then discussed that
there are pending concerns with each petition, and received an update
from the Structural Improvements Committee that it did not recommend the
Board to take action on any of the petitions at this time, in favor of
directing Staff to contact the prospective constituencies to inform of
the issues within the petitions and allow for continued work prior to a
Board decision.

B 1 (d) Changes to Bylaws
=========================

The Board received an update that Staff is working on preparing a
package of all proposed amendments to the Bylaws that are required to
seat a new GNSO Council in Seoul and allow the Bylaws to remain
internally consistent.

B 2 IDN ccTLD Fast Track Process
================================

The Board received an update from Staff on the ongoing work on the IDN
ccTLD Fast Track Process to keep on track for a launch of the process
just after the Seoul meeting, including the institution of a
pre-evaluation testing. The Board also discussed concerns relating to
the fee issues and potential conflict with the Government Advisory
Committee and ccNSO positions.

B 3 New gTLDS – Remaining Open Issues
===================================

The Board received an update from Staff on the progress made on the
launch of the New gTLD process and the remaining open issues, including
trademark protection, malicious use, root server scaling and economic
studies.

B 4 JPA Progress Report
========================

A confidential discussion was held on the progress of the JPA discussions.

B 5 New CEO Progress Report
===========================

The CEO made a statement to the Board regarding his first 30 days in
service to the organization, thanked all for the support they’ve given
in integrating him into the organization and educating him, and
encouraging all to continue to work with the important issues ahead.

B 6 Document Deadline Policy for ICANN International Meetings from
Public Participation Committee
========================================================================================

Whereas the Public Participation Committee (PPC) was charged at the May
2009 Board meeting with producing and managing an operational policy for
the publication of documents intended for use at ICANN’s international
public meetings, starting with the Seoul meeting in October 2009;

Whereas the Committee has reviewed the document deadline temporary
policy which was set up for the ICANN meeting in Sydney, and has held
public and private meetings to discuss the impact and results of that
policy;

Whereas the Committee remains aware that the introduction of a document
deadline policy will have a significant impact on the organization and
its pattern of work and so will need to be introduced with sensitivity
and creative compromise;

It is hereby resolved (2009.07.30.11) that ICANN introduce a single
15-working-day document deadline for all ICANN international public
meetings, from this point forward. That deadline will include all
documentation for that meeting, as well as meeting agendas.

It is also hereby resolved (2009.07.30.12) that an operational policy
providing fuller details of the document deadline be published for
public comment for a period of 30 days and that its implementation be
monitored by the PPC, who should report back to the Board with any
suggested refinements, as needed.

The Board conducted an executive session without staff present, in
confidence.

The Meeting was adjourned at approximately,