Internet Corporation for Assigned Names and Numbers

INTERNET CORPORATION FOR ASSIGNED NAMES AND NUMBERS | MINUTES OF SPECIAL MEETING

2 June 2003

A meeting of the Transition Board of Directors of the Internet Corporation for Assigned Names and Numbers (ICANN) was held by teleconference on 2 June 2003. The following Directors of the Corporation were present by telephone: Vint Cerf (chairman), Karl Auerbach, Ivan Moura Campos, Lyman Chapin, Jonathan Cohen, Mouhamet Diop, Masanobu Katoh, Hans Kraaijenbrink, Sang-Hyon Kyong, Andy Mueller-Maguhn, Helmut Schink, Francisco da Silva, Paul Twomey, and Linda S. Wilson. Directors Amadeu Abril i Abril and Alejandro Pisanty joined the call while it was in progress. Also present on the teleconference was Louis Touton, ICANN's Vice-President, Secretary, and General Counsel.

The meeting was called to order by Vint Cerf at 12:06 UTC (5:06 am U.S. Pacific Standard Time).

Approval of Minutes

Dr. Cerf began the meeting with the consideration of approval of several sets of minutes. Draft versions of those minutes had been previously provided to the Board members.

Dr. Cerf moved, with Mr. Kraaijenbrink's second, that the Board adopt the following resolution concerning the 16 November 2000 annual meeting of the Board:

Resolved [03.70] that the minutes of the annual meeting of the Board held on 16 November 2000 are hereby approved and adopted by the Board as presented.

The Board adopted the above resolution by a 9-0-5 vote, with Mr. Auerbach, Mr. Diop, Mr. Mueller-Maguhn, Mr. da Silva, and Dr. Twomey abstaining.

Dr. Cerf moved, with Mr. Kraaijenbrink's second, that the Board adopt the following resolution concerning the 13 March 2001 Melbourne meeting of the Board:

Resolved [03.71] that the minutes of the regular meeting of the Board held on 13 March 2001 are hereby approved and adopted by the Board as presented.

The Board adopted the above resolution by a 11-0-3 vote, with Mr. Diop, Mr. da Silva, and Dr. Twomey abstaining.

Dr. Cerf moved, with Mr. Kraaijenbrink's second, that the Board adopt the following resolution concerning the 4 June 2001 Stockholm meeting of the Board:

Resolved [03.72] that the minutes of the regular meeting of the Board held on 4 June 2001 are hereby approved and adopted by the Board as presented.

The Board approved the above resolution by a 11-0-3 vote, with Mr. Diop, Mr. da Silva, and Dr. Twomey abstaining. Mr. Abril i Abril joined the meeting after this vote.

Dr. Cerf moved, with Mr. Kraaijenbrink's second, that the Board adopt the following resolution concerning the 15 November 2001 annual meeting of the Board:

Resolved [03.73] that the minutes of the annual meeting of the Board held on 15 November 2001 are hereby approved and adopted by the Board as presented.

The Board approved the above resolution by a 12-0-3 vote, with Mr. Diop, Mr. da Silva, and Dr. Twomey abstaining.

Dr. Cerf moved, with Mr. Kraaijenbrink's second, that the Board adopt the following resolution concerning the 14 March 2002 Accra meeting of the Board:

Resolved [03.74] that the minutes of the regular meeting of the Board held on 14 March 2002 are hereby approved and adopted by the Board as presented.

The Board approved the above resolution by a 12-0-3 vote, with Mr. Diop, Mr. da Silva, and Dr. Twomey abstaining.

Dr. Cerf moved, with Mr. Kraaijenbrink's second, that the Board adopt the following resolution concerning the 31 October 2002 Shanghai meeting of the Board:

Resolved [03.75] that the minutes of the regular meeting of the Board held on 31 October 2002 are hereby approved and adopted by the Board as presented.

The Board approved the above resolution by a 12-0-3 vote, with Mr. Diop, Mr. da Silva, and Dr. Twomey abstaining.

Dr. Cerf moved, with Mr. Kraaijenbrink's second, that the Board adopt the following resolution concerning the 27 March 2003 Rio de Janeiro meeting of the Board:

Resolved [03.76] that the minutes of the regular meeting of the Board held on 27 March 2003 are hereby approved and adopted by the Board as corrected.

The Board approved the above resolution by a 14-0-1 vote, with Dr. Twomey abstaining.

Dr. Cerf moved, with Mr. Kraaijenbrink's second, that the Board adopt the following resolution concerning the 25 April 2003 telephone meeting of the Board:

Resolved [03.77] that the minutes of the special meeting of the Board held on 25 April 2003 are hereby approved and adopted by the Board as presented.

The Board approved the above resolution by a 12-0-3 vote, with Dr. Campos, Dr. Kyong, and Dr. Schink abstaining.

Reconsideration Requests

Mr. Kraaijenbrink reported on behalf of the Reconsideration Committee. He noted that Committee recently published recommendations on two reconsideration requests that raise issues about Board resolution 02.100, which concerned VeriSign's proposal to offer a wait-listing service (WLS).

On Recommendation RC 02-5, Mr. Kraaijenbrink moved, with Mr. Katoh's second, that the Board adopt the following resolution:

Resolved [03.78] that the Reconsideration Committee's Recommendation RC 02-5 is adopted for the reasons stated in that recommendation.

The Board adopted the resolution by a 14-1-0 vote, with Mr. Auerbach voting against.

On Recommendation RC 02-6, Mr. Kraaijenbrink moved, with Mr. Katoh's second, that the Board adopt the following resolutions:

Whereas, in resolution 02.100 the Board authorized the President and General Counsel to conduct negotiations on behalf of ICANN toward appropriate revisions to the .com and .net registry agreements between ICANN and VeriSign to provide for the offering of a wait-listing service (WLS) as proposed by VeriSign, with various additional conditions;

Whereas, in request for reconsideration RC 02-6 VeriSign requested reconsideration of some of those conditions;

Whereas, the Reconsideration Committee has recommended that Condition c be revised, but that the Board take no other action on reconsideration request RC 02-6;

Resolved [03.79] that the Reconsideration Committee's Recommendation RC 02-6 is adopted for the reasons stated in that recommendation; and

Further resolved [03.80] that resolution 02.100 is hereby revised so that the President and General Counsel are authorized to conduct negotiations on behalf of ICANN toward appropriate revisions to the .com and .net registry agreements between ICANN and VeriSign to provide for the offering of a WLS as proposed by VeriSign, with the following additional conditions:

(a) Subscriptions under the WLS in the .com and .net top-level domains shall not be taken by VeriSign Global Registry Services until at least six months have elapsed after implementation of the Redemption Grace Period for all deleted names in those top-level domains;

(b) No preference in connection with, or exclusion from, WLS shall be given because of any registrar-level reservation service;

(c) To avoid an incumbent registrar acquiring a preference in obtaining a WLS subscription through advance knowledge of or control over the deletion of a domain-name registration, there shall be appropriate limitations on that registrar's ability to obtain a WLS subscription on any domain name that it is concurrently sponsoring in the registry;

(d) With regard to transparency of information regarding WLS subscriptions, there shall be an effective mechanism for actively notifying the current domain-name holder upon the placing of a WLS subscription on the name, without revealing the identity of the party holding the WLS subscription;

(e) The WLS shall be offered for a trial period of twelve months, with subscriptions offered for a one-year term so that they last no longer than one year past the end of the trial period; and

(f) There shall be a data-gathering and evaluation program, to be specified in the negotiated revisions to the agreements, that includes mechanisms for analyzing whether the WLS harms the legitimate interests of consumers or others.

In subsequent discussion, a concern was raised that the mechanism for actively notifying a current domain-name holder upon the taking of a WLS subscription, as required by condition (d), is particularly important where the registration and WLS subscription are sponsored by the same registrar. The Board expressed the sentiment that, to avoid possible misuse of the WLS, a registrar taking a WLS subscription on a domain name for which it is already the sponsoring registrar should be required to maintain records showing that it took reasonable efforts to notify the registrant that its registration was expiring. It was also noted that the recently implemented redemption grace period would tend to diminish the potential fo misuse.

After the above discussion, the Board adopted the above resolutions by a 15-0-0 vote.

At this point in the meeting, Dr. Pisanty joined.

Amendments to Bylaws

Mr. Touton gave a presentation on proposed amendments to the bylaws to correct various ambiguities and inadvertent omissions from the language of the New Bylaws that have come to light recently. A proposed set of corrective amendments was posted on 11 May 2003. Several comments were received, and revisions to the proposed amendments were posted on 31 May 2003. Mr. Touton described the proposed amendments as proposed in the 31 May 2003 posting.

Dr. Wilson moved, with Mr. Chapin's second, that the Board adopt the following resolution:

Whereas, on 11 May 2003, the General Counsel posted various proposed amendments to the bylaws to correct various technical flaws;

Whereas, the General Counsel invited comments from the Board and community regarding this proposal;

Whereas, on 31 May 2003 the General Counsel posted a discussion of the comments received with a slightly revised proposal for technical corrections to the bylaws;

Whereas, after considering the General Counsel's revised proposal, the Board concludes that adoption of the amendments to the bylaws as stated in that proposal would be in the best interest of ICANN;

Resolved [03.81] that the Board adopts the proposed amendments to the bylaws shown in Appendix A to these minutes (amending Article IV, Section 4; Article VII, Section 8; Article X, Sections 3 and 5; Article XI, Section 2, and Article XIV; and adding Article VII, Section 9).

The Board adopted the above resolution by a 16-0-0 vote.

.biz Redemption Grace Period

Mr. Touton reported that negotiations had been successfully concluded on language for amendment of the .biz registry agreement to implement the redemption grace period. Mr. Mueller-Maguhn moved, with Dr. Campos' second, that the Board adopt the following resolution:

Whereas, in resolution 02.83, the Board authorized the President and General Counsel to conduct negotiations on behalf of ICANN toward appropriate revisions to agreements between ICANN and the unsponsored TLD registry operators to implement the Redemption Grace Period in a manner consistent with an implementation proposal submitted by a Technical Steering Group on 7 June 2002;

Whereas, the General Counsel has reported to the Board that negotiations have been completed with NeuLevel, the operator of the .biz registry, for amendments to Appendices C, G, O, and T of the .biz registry agreement to provide for implementation of the Redemption Grace Period in .biz in substantial conformity with the 7 June 2002 Technical Steering Group proposal, and has recommended that those appendices be amended accordingly, with any appropriate conforming adjustments to other appendices;

Whereas, the Board has reviewed the negotiated revisions to Appendices C, G, O, and T and concludes that the amendments should be made as recommended;

Resolved [03.82] that the President is authorized to enter into an amendment to the .biz registry agreement to include the revisions to Appendices C, G, O, and T, as well as to make appropriate conforming amendments to other parts of the appendices to that agreement.

The Board adopted the above resolution by a 16-0-0 vote.

WIPO-2 Recommendations

Dr. Cerf raised the topic of the recommendations of the World Intellectual Property Organization (WIPO) received in February 2003. Mr. Touton observed that on 12 March 2003 the Board had requested comment by ICANN Supporting Organizations and Advisory Committees on the WIPO recommendations, with comments requested by 12 May 2003. Comments were received from the At-Large Advisory Committee (ALAC), the GNSO Council, the Governmental Advisory Committee (GAC), and the Intellectual Property Interests and the Commercial and Business Users Constituencies of the GNSO. Mr. Touton reviewed these comments.

A discussion by the Board regarding the appropriate next steps for consideration of the WIPO recommendations ensued. At the conclusion of the discussion, Dr. Cerf moved, with Mr. Cohen's second, that the Board adopt the following resolutions:

Whereas, the World Intellectual Property Organization (WIPO) sent ICANN a letter dated 21 February 2003 providing information about two decisions, concerning recommendations about the names and acronyms of International Intergovernmental Organizations and about the names of countries, which WIPO member states requested be transmitted to ICANN;

Whereas, in resolution 03.22 the Board requested the President to inform the Governmental Advisory Committee, the Supporting Organizations, and the other Advisory Committees of the 21 February 2003 letter from WIPO and to invite their comments;

Whereas, advice and comments were received from the At-Large Advisory Committee (ALAC), the GNSO Council, the Governmental Advisory Committee (GAC), and the Intellectual Property Interests and the Commercial and Business Users Constituencies of the GNSO;

Whereas, the Board has considered the advice and comments received, as well as the discussion and analysis in the 1 June 2003 General Counsel's Briefing Concerning Policy-Development Process on WIPO-2 Recommendations;

Resolved [03.83] that the President is directed to form, in consultation with the chairs of the GNSO Council, the ALAC, and the GAC, a working group including participants in the GNSO, the ALAC, and the GAC as well as Board members, for the purpose of analyzing the practical and technical aspects of implementing the WIPO recommendations, and notably the implications for the UDRP; and

Further resolved [03.84] that the President and General Counsel are directed to investigate and analyze legal aspects of the relationship between ICANN's mission and the recommendations conveyed by the 12 February 2003 letter from WIPO, and to report to the Board and to the working group formed under resolution 03.83 on the result of that investigation and analysis. Among topics to be considered should be whether implementation of the WIPO recommendations would require ICANN to prescribe adherence to normative rules, not based on established laws, for the resolution of competing third-party claims to rights to register names.

The Board adopted the above resolutions by a 15-1-0 vote, with Mr. Auerbach voting against.

ccTLD Agreement for .tj (Tajikistan)

Mr. Touton reported that negotiations had been successfully concluded for sponsorship agreements with three additional ccTLDs. He described the circumstances of each, and reviewed adjustments that had been made during the negotiations to the language in the model agreement posted on ICANN's web site.

Mr. Mueller-Maguhn noted his objection, discussed in detail at the Board's 18 November 2002 meeting, to including Attachment B, clause 7, in the three agreements.

Dr. Campos moved, with Dr. Kyong's second, that the Board adopt the following resolutions:

Whereas, on 10 March 2000, in resolution 00.13, the Board authorized the President and staff to work with the ccTLD managers, Governmental Advisory Committee, and other interested parties to prepare draft language for ccTLD contracts, policy statements, and/or communications, including appropriate funding arrangements, to be presented to the Board and posted for public comment as soon as practicable;

Whereas, on 13 March 2001, in resolution 01.37, the Board directed ICANN management to press forward with continued vigor toward the completion of draft legacy agreements, and to pursue, as needed, acceptable ccTLD agreements in triangular situations;

Whereas, negotiators for the Information Technical Center and ICANN have reached agreement, subject to the ICANN Board's approval, on the terms of a ccTLD Sponsorship Agreement for the .tj top-level domain;

Whereas, the President recommends that authorization be given to enter into this agreement;

Resolved [03.85] that the President is authorized to enter on behalf of ICANN the ccTLD Sponsorship Agreement for .tj in the form provided to the Board, with any minor corrections or adjustments as appropriate; and

Further resolved [03.86] that, upon signature of the agreement, the President is authorized to take such actions as appropriate to implement the agreement.

The Board adopted the above resolutions by a 15-1-0 vote, with Mr. Mueller-Maguhn voting against.

ccTLD Agreement for .pw (Palau)

Dr. Wilson moved, with Dr. Campos' second, that the Board adopt the following resolutions:

Whereas, on 10 March 2000, in resolution 00.13, the Board authorized the President and staff to work with the ccTLD managers, Governmental Advisory Committee, and other interested parties to prepare draft language for ccTLD contracts, policy statements, and/or communications, including appropriate funding arrangements, to be presented to the Board and posted for public comment as soon as practicable;

Whereas, on 13 March 2001, in resolution 01.37, the Board directed ICANN management to press forward with continued vigor toward the completion of draft legacy agreements, and to pursue, as needed, acceptable ccTLD agreements in triangular situations;

Whereas, negotiators for the Micronesia Investment and Development Corporation and ICANN have reached agreement, subject to the ICANN Board's approval, on the terms of a ccTLD Sponsorship Agreement for the .pw top-level domain;

Whereas, the President recommends that authorization be given to enter into this agreement;

Resolved [03.87] that the President is authorized to enter on behalf of ICANN the ccTLD Sponsorship Agreement for .pw in the form provided to the Board, with any minor corrections or adjustments as appropriate; and

Further resolved [03.88] that, upon signature of the agreement, the President is authorized to take such actions as appropriate to implement the agreement.

The Board adopted the above resolutions by a 15-1-0 vote, with Mr. Mueller-Maguhn voting against.

ccTLD Agreement for .ky (Cayman Islands)

Mr. da Silva moved, with Dr. Pisanty's second, that the Board adopt the following resolutions:

Whereas, on 10 March 2000, in resolution 00.13, the Board authorized the President and staff to work with the ccTLD managers, Governmental Advisory Committee, and other interested parties to prepare draft language for ccTLD contracts, policy statements, and/or communications, including appropriate funding arrangements, to be presented to the Board and posted for public comment as soon as practicable;

Whereas, on 13 March 2001, in resolution 01.37, the Board directed ICANN management to press forward with continued vigor toward the completion of draft legacy agreements, and to pursue, as needed, acceptable ccTLD agreements in triangular situations;

Whereas, negotiators for the Information and Communications Technology Authority and ICANN have reached agreement, subject to the ICANN Board's approval, on the terms of a ccTLD Sponsorship Agreement for the .ky top-level domain;

Whereas, the President recommends that authorization be given to enter into this agreement;

Resolved [03.89] that the President is authorized to enter on behalf of ICANN the ccTLD Sponsorship Agreement for .ky in the form provided to the Board, with any minor corrections or adjustments as appropriate; and

Resolved [03.90] that, upon signature of the agreement, the President is authorized to take such actions as appropriate to implement the agreement.

The Board adopted the above resolutions by a 15-1-0 vote, with Mr. Mueller-Maguhn voting against.

At this point Mr. Abril i Abril left the meeting.

Board Governance Committee

Mr. Kraaijenbrink gave a report on the progress of the Board Governance Committee. He reviewed Board Governance Committee Procedures for Board Nominations developed by the Board Governance Committee and conveyed the Committee's request that it be adopted. He also reported that the Committee recommends that the Board adopt the 12 November 2000 Guidelines for Directors memorandum prepared by the General Counsel. In subsequent discussion, a minor revision to the latter document was made.

Mr. Kraaijenbrink moved, with Mr. Katoh's second, that the Board adopt the following resolution.

Resolved [03.91] that the Board hereby approves the Board Governance Committee Procedures for Board Nominations prepared by the Board Governance Committee and recommended by it on 22 May 2003 and the Guidelines for Directors memorandum prepared by the General Counsel, which was originally dated 12 November 2000 and was revised on 2 June 2003.

The Board adopted the above resolution by a 15-0-0 vote.

Travel Funding for Nominating-Committee-Appointed ALAC and GNSO Council Members

As Chair of the Nominating Committee, Dr. Wilson requested that the Board offer reimbursement for attendance at the Montréal meeting by the individuals to be selected by the Nominating Committee to serve on the Board, At-Large Advisory Committee, and GNSO Council. Dr. Wilson moved, with Dr. Schink's second, that the Board adopt the following resolution:

Whereas, the Chair of the Nominating Committee has presented a request to the Board to offer reimbursement to the five members of the At-Large Advisory Committee and the three members of the GNSO Council who are appointed by the Nominating Committee for travel to and accommodations while at the June 2003 ICANN meeting in Montréal;

Whereas, the Board believes that funding that attendance by these eight individuals will facilitate their orientation and otherwise will promote the effective operation of ICANN;

Resolved [03.92] that the Board increases the level of authorized spending for implementation of reform in the 2002-2003 ICANN budget, by US$ 45,000 to fund travel and accommodations expenses of the five members of the At-Large Advisory Committee and the three members of the GNSO Council who are appointed by the Nominating Committee, while they are attending the June 2003 ICANN meeting in Montréal.

The Board adopted the above resolution by a 15-0-0 vote.

Replacement of General Counsel and Secretary

Mr. Touton noted that he will be resigning as ICANN's Vice President, Secretary, and General Counsel in late-June 2003. His successors have not yet been identified. He recommended various steps to facilitate an orderly transition of responsibilities. After this report, Dr. Cerf moved, with Mr. Kraaijenbrink's second, that the Board adopt the following resolutions:

Whereas, Louis Touton, ICANN's current Vice President, Secretary, and General Counsel, has announced his intention to resign from those positions and to leave the employment of ICANN in late-June 2003;

Whereas, Article XIII, Section 1, of the bylaws requires that ICANN have a President, a Secretary, and a Chief Financial Officer as corporate officers, but places the choice of whether to appoint other corporate officers within the discretion of the Board;

Whereas, Item 2 of the GNSO Policy Development Process (PDP), which constitutes Annex A to the Bylaws, specifies certain analysis of ICANN's General Counsel to occur in connection with the operation of the PDP;

Whereas, ICANN's President has proposed a new staff organization plan for ICANN, to be phased in over the next several months, that will entail two Vice Presidents (of Business Operations and of Supporting Organizations and Committee Support) in separate positions from the position of General Counsel and Secretary;

Whereas, the President has taken steps to begin recruitment for the position of General Counsel and Secretary, but it is unlikely that a permanent replacement will be found to serve in those positions before Mr. Touton's departure;

Resolved [03.93] that the President is authorized to engage one or more outside attorneys, licensed to practice law in the State of California, to serve as ICANN's Counsel for the period commencing with Mr. Touton's resignation as General Counsel, including by performing those functions of the ICANN General Counsel that are contemplated to be performed in the course of the PDP, during the period until a permanent replacement for Mr. Touton is elected by the Board to the position of General Counsel and duly qualified, or until termination of the engagement by the President; and

Further resolved [03.94] that Daniel E. Halloran is hereby elected, effective upon Mr. Touton's resignation as Secretary, to serve as Acting Secretary, at the discretion of the Board and in accordance with the Bylaws, and until a permanent replacement for Mr. Touton is elected by the Board to the position of Secretary and duly qualified, or until Mr. Halloran's resignation, removal, or other disqualification from service.

The Board adopted the above resolutions by a 15-0-0 vote.

New TLDs

The Board discussed the status of and schedule for preparation of a Request for Proposals for sponsored top-level domains, which will be the subject of discussion in Montréal. The Board also discussed methods for a longer-term analysis of the considerations underlying introduction of additional top-level domains, and for developing policies for that introduction.

Montreal Meeting

The Board briefly discussed arrangements for the 22-26 June 2003 ICANN meeting in Montréal.

There being no further business, the meeting was adjourned at 14:31 UTC (7:31 am U.S. Pacific Standard Time).

_______________________
Louis Touton
ICANN Secretary

Stay Connected

  • News Alerts:
  • Newsletter:
  • Compliance Newsletter:
  • Policy Update: