Internet Corporation for Assigned Names and Numbers

Third Annual Meeting of the Board Minutes

15 November 2001

INTERNET CORPORATION FOR ASSIGNED NAMES AND NUMBERS

The annual meeting of the Board of Directors of the Internet Corporation for Assigned Names and Numbers (ICANN) was held on 15 November 2001 at the Marina Marriott Hotel in Marina del Rey, California USA. Directors Vint Cerf (chairman), Amadeu Abril i Abril, Karl Auerbach, Robert Blokzijl, Ivan Moura Campos, Jonathan Cohen, Philip Davidson, Ken Fockler, Masanobu Katoh, Hans Kraaijenbrink, Sang-Hyon Kyong, M. Stuart Lynn, Andy Mueller-Maguhn, Jun Murai, Alejandro Pisanty, Nii Quaynor, and Linda S. Wilson were present.

Also present at the meeting were Louis Touton, Vice President, General Counsel and Secretary of the Corporation; Andrew McLaughlin, Chief Financial Officer of the Corporation; and Joe Sims, of Jones, Day, Reavis & Pogue.

The meeting was held in two sessions: a morning session for a Board discussion concerning security topics and an afternoon session for Board action on security and other topics. The morning session was called to order by Vint Cerf at 11:18 am Pacific standard time (19:18 UTC), after a session of the ICANN Public Forum during which various reports were given.

Discussion of Security Issues

Dr. Lynn gave his impressions of the meeting on security that had taken place on 13 and 14 November 2001. After thanking the participants in the meeting, Dr. Lynn remarked that the proceedings had made clear that the ICANN community takes security matters seriously, and are willing to work together cooperatively to assess concerns and develop measures to address them. Dr. Lynn then stated his opinion that there is a need in ICANN for a standing committee on security to help highlight priorities, digest information, and focus the community on areas where cooperative efforts could address security concerns.

Mr. Auerbach stressed that it is important, in analyzing security matters, to consider not only great disasters, but smaller ones as well. People can, given the tools to do so, recover their local parts of the network themselves, resulting in restoration of service from the bottom up. In the case of DNS recovery, these tools include DNS zone files and configurations. He therefore encouraged the free availability of zone files, so that when there are serious problems at least pieces of the network can be restored quickly.

Dr. Cerf noted that there are many kinds of failures possible, with many means of recovery. He agreed with Mr. Auerbach that planning is needed to allow quick recovery. The notion of an "emergency kit" is helpful, although disseminating information about recovery techniques is also vital.

Dr. Blokzijl recounted several speakers' warnings about "next generation denial-of-service attacks". While much good technical work has been done to protect targets, there is also the opportunity to secure the attack sources as well. Manufacturers deliver computers to consumers in an unsecured state, allowing those computers to be taken over by attackers once connected to the Internet. He stated his view that ICANN should issue a statement that the current state of consumer software presents many security risks and that it is the responsibility of manufacturers to reduce these risks.

Dr. Cerf noted that there is a level of inconvenience to adding security measures. Dr. Cerf also stated that ISPs currently have limited tools to guard against denial-of-service attacks, and wondered what could be done to spur additional research to increase the range of tools.

Mr. Katoh stated that the security meeting had been very informative. Although the Internet generally provides a high level of security, there are challenges. ICANN should continue to focus on security aspects of its work as a priority. He stated his support for an ongoing coordinating security committee. The security meeting has included a broad spectrum of people who have shown a keen interest in security, and a security committee should embrace that whole spectrum.

Mr. Kraaijenbrink also noted that the meeting has been quite informative. The amount of knowledge shared and the awareness raised has been impressive. Although the Internet is resilient, improvements are in order. He stated his belief that the term "security" leads to an inadequate analysis; what is needed is risk analysis, using both a holistic approach and an element approach. He suggested that ICANN should seek to promote, and to facilitate, an external audit system. He supports a standing committee on security, provided it is focused on encouraging risk analysis.

Mr. Kraaijenbrink also pointed out that the security meeting had demonstrated the utility of ICANN as a forum for information sharing, and expressed the hope that future ICANN meetings would serve this role for Internet issues beyond security.

Dr. Quaynor noted that ICANN could help address security issues by facilitating training and education of operators of portions of Internet away from its core. Dr. Pisanty noted that the committee should encourage focus not only on risk analysis, but also on education of the various bodies in ICANN. Participants from developing countries who attended the meeting have benefited from the detailed security information available at the meeting.

Mr. Auerbach stated that security concerns are aggravated by seeking to incorporate more functionality into the DNS, rather than building layers on top of the DNS.

Dr. Kyong supported the idea of a standing security committee, and expressed the hope that a resolution would be prepared for Board action later in the day.

The meeting was adjourned at 11:52 am Pacific standard time (23:36 UTC), to be resumed after lunch and an additional session of the Public Forum.

Dr. Cerf re-convened the Board meeting for its afternoon session at 3:36 pm Pacific standard time (23:36 UTC) for Board action on security and other topics.

President's Report

Dr. Lynn presented the President's Report. He reported on the status of the new TLD agreements. Since Montevideo, the agreement for .museum has been signed. The agreement for .coop is ready for signature, and the agreements for .aero and .pro are near completion. This will complete the seven new TLD agreements. He also reviewed the status of the address-registry agreements and the root-server agreements. He announced that the ccTLD agreement with Australia for .au had been signed.

Dr. Lynn then commented on the annual financial audit. He said the audit report was later than expected, but would be posted as soon as it was complete and a presentation would be made at a Board teleconference or deferred until the March 2002 meeting in Accra. He noted that the audit was very consistent with the unaudited numbers that were previously presented. He said that ICANN was within the budget projections and cash-flow projections, but he noted that the projections make assumptions about future income and there are questions about any additional expenditures that may occur.

Dr. Lynn then commented on IANA services. He noted that, based on concerns expressed by ccTLD managers in Montevideo, the IANA had compiled data concerning nameserver changes. On average, nameserver changes require 30 days, 12 days of which are in the control of ICANN, with the rest attributable to either the ccTLD managers or other parties. ICANN is endeavoring to reduce the 12-day average.

Dr. Lynn noted that the Simultaneous Language Translation Task Force's work has been proceeding, but more slowly than expected. He also reported on the New TLD Evaluation Process Task Force. He said the Task Force was making good progress and it expected to post an interim report in the next few weeks. After feedback from the community, the Task Force will continue its analysis. The Task Force is sensitive to the need to develop parallel tracks.

Election of Chairman and Vice-Chairman of the Board

Dr. Cerf noted that the next agenda item was the election of the Chairman and Vice-Chairman of the Board and the officers of the corporation for the forthcoming year. Nominations were opened for Chairman of the Board. Dr. Pisanty nominating Dr. Cerf for the position, and there were no other nominations. Dr. Pisanty moved, with Dr. Blokzijl's second, that the Board adopt the following resolution:

Resolved [01.104] that Vinton Cerf is re-elected as Chairman of the Board to serve at the pleasure of the Board and in accordance with the Bylaws of the Corporation, and shall hold such office until his resignation, removal, or other disqualification from service, or until his successor shall be elected and qualified.

The resolution was adopted by a vote of 16-0-1, with Mr. Cohen abstaining. Mr. Cohen clarified that he was abstaining on this and subsequent resolutions because of the informality of the process of selecting officers, rather than any question on his part concerning the qualifications of the candidates.

Nominations were then opened for the office of Vice-Chairman of the Board. Mr. Kraaijenbrink nominated Dr. Pisanty for the position. Mr. Kraaijenbrink moved, with Mr. Abril i Abril's second, that the Board adopt the following resolution:

Resolved [01.105] that Alejandro Pisanty is re-elected as Vice-Chairman of the Board to serve at the pleasure of the Board and in accordance with the Bylaws of the Corporation, and shall hold such office until his resignation, removal, or other disqualification from service, or until his successor shall be elected and qualified.

The resolution was adopted by a vote of 16-0-1, with Mr. Cohen abstaining.

Election of Corporate Officers

Mr. Touton noted that the ICANN bylaws provide for the President to provide each year a slate of officers for the Board's consideration. Dr. Lynn recommended the slate of himself for President and Chief Executive Officer; Louis Touton for Vice President, General Counsel, and Secretary; and Andrew McLaughlin for Chief Financial Officer. Dr. Blokzijl then moved, with Mr. Kraaijenbrink's second, that the Board adopt the following resolutions:

Resolved [01.106] that M. Stuart Lynn be, and hereby is, elected as President and Chief Executive Officer of the Corporation, to serve at the pleasure of the Board and in accordance with the Bylaws of the Corporation, and shall hold his office until his resignation, removal, or other disqualification from service, or until his successor shall be elected and qualified.

Resolved [01.107] that Louis Touton be, and hereby is, elected as Vice President, General Counsel, and Secretary of the Corporation, to serve at the pleasure of the Board and in accordance with the Bylaws of the Corporation, and shall hold his office until his resignation, removal, or other disqualification from service, or until his successor shall be elected and qualified.

Resolved [01.108] that Andrew McLaughlin be, and hereby is, elected Chief Financial Officer of the Corporation, to serve at the pleasure of the Board and in accordance with the Bylaws of the Corporation, and shall hold his office until his resignation, removal, or other disqualification from service, or until his successor shall be elected and qualified.

The resolutions were adopted by a 13-1-3 vote, with Mr. Auerbach voting against and Mr. Cohen, Dr. Lynn, and Mr. Mueller-Magun abstaining.

Executive Committee

Dr. Cerf directed the Board's attention to the need to renew the various Committees of the Board. With regard to the Executive Committee, Mr. Katoh moved, with Mr. Chapin's second, that the Board adopt the following resolutions:

Resolved [01.109], that there be continued the Executive Committee of the Board. Subject to applicable law and the Bylaws, the Executive Committee will have and may exercise all of the powers of the Board in the oversight of the management of the business and affairs of the Corporation, including, without limitation, financial matters.

Further resolved [01.110] that meetings of the Executive Committee may be called at any time by the Chairman or by not fewer than two other members of the Executive Committee. The Executive Committee will notify the full Board of the agenda at least 24 hours in advance of a meeting, unless impracticable; will keep a written record of all actions taken by it; and will report such actions to the Board as soon as practicable following the meeting of the Executive Committee at which such action is taken.

Resolved [01.111] that the members of the Executive Committee, in addition to the Chairman, shall be Alejandro Pisanty, Nii Quaynor, Sang-Hyon Kyong, Hans Kraaijenbrink, and the President of ICANN.

Mr. Abril i Abril stated he was not convinced that there was a need for an Executive Committee. He preferred the use of a mailing list by the whole Board to an Executive Committee. He stated that if e-mail voting was not permitted under California law ICANN should suggest to the relevant California government officials that the law be changed. Mr. Auerbach recognized the need for an Executive Committee, but stated its use should be reserved for exigent circumstances. Mr. Cohen also agreed that an Executive Committee was essential, but he felt its membership should change every year.

The resolutions were adopted by a 14-1-2 vote, with Mr. Auerbach voting against and Mr. Cohen and Mr. Mueller-Magun abstaining.

Conflicts of Interest Committee

Dr. Cerf summarized the responsibilities of the Committee of the Board on Conflicts of Interest. Mr. Kraaijenbrink moved, with Mr. Campos' second, that the Board adopt the following resolution:

Resolved [01.112] that there be continued the Committee of the Board of Directors on Conflicts of Interest. Rob Blokzijl is appointed to continue as the chair; and Karl Auerbach and Philip Davidson hereby are appointed to continue as the committee's other members.

The resolution was adopted by a 14-0-3 vote, with Mr. Auerbach, Dr. Blokzijl, and Mr. Davidson abstaining.

Audit Committee

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

Resolved [01.113] that there be continued the Audit Committee of the Board, to continue on the basis of the Charter adopted in resolution 00.23. Philip Davidson is appointed to continue as the chair, and Frank Fitzsimmons and Jun Murai are appointed to continue as members of the Audit Committee.

The resolution was adopted by a 15-0-2 vote, with Mr. Davidson and Dr. Murai abstaining.

Finance Committee

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

Resolved [01.114] that there be continued the Finance Committee of the Board, to continue on the basis of the Charter adopted in resolution 00.96. Linda Wilson is appointed to continue as the chair, and Jonathan Cohen, Helmut Schink, and Ivan Moura Campos are appointed to continue as members of the Finance Committee.

The resolution was adopted by a 14-0-3 vote, with Mr. Cohen, Mr. Kraaijenbrink, and Dr. Wilson abstaining.

Meetings Committee

Dr. Pisanty moved, with Dr. Lynn's second, that the Board adopt the following resolution:

Resolved [01.115] that there be continued the Meetings Committee of the Board. Jonathan Cohen is appointed to continue as the chair, and Sang-Hyon Kyong, Andy Mueller-Maguhn, and Nii Quaynor are appointed to continue as members of the Meetings Committee.

Mr. Mueller-Maguhn pointed out to the Board that there is a stalemate on the Meetings Committee with regard to charging a fee for meetings. He opposes Mr. Cohens idea that a fee should be charged. Dr. Cerf advised that any issues that cannot be resolved within the Committee may be brought before the full Board.

The resolution was adopted by a 14-0-3 vote, with Mr. Cohen, Dr. Kyong, and Mr. Mueller-Maguhn abstaining.

Executive Search Committee

After brief discussion, it was determined that there was no present need to reconstitute the Executive Search Committee.

Reconsideration Committee

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

Resolved [01.116] that there be continued the Reconsideration Committee of the Board. Hans Kraaijenbrink is appointed to continue as the chair; Amadeu Abril i Abril, Masanobu Katoh, and Alejandro Pisanty are re-appointed as members; and Lyman Chapin is appointed as member of the Reconsideration Committee.

Mr. Auerbach suggested that the Committee consist of new members. The present members agreed to continue to serve on the Committee. Mr. Cerf suggested that there may be a more formal process with regard to nominations in the future that would address Mr. Auerbachs point.

The resolution was adopted by a 13-1-3 vote, with Mr. Auerbach voting against and Mr. Chapin, Mr. Kraaijenbrink, Dr. Pisanty and abstaining.

A short break was then taken.

Standing Committee on Security and Stability

Upon resumption of the meeting, Dr. Lynn presented a draft resolution for the establishment of a Standing Committee on Security and Stability. He explained that the resolution was intended to establish the committee in two phases. He proposed first that the President appoint a standing committee, which would be responsible for drafting a charter. A charter would then be presented to the Board and, if the charter is satisfactory, the Board could then convert the President's standing committee into an Advisory Committee, at the same time approving the membership and charter of the committee.

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

[1] Whereas, this week's program focusing on the security and stability of the Internet's naming and address allocation systems has identified a set of issues, follow-up tasks, and areas of further exploration for ICANN and its constituent organizations, within the scope of ICANN's defined mission and responsibilities,

[2] Resolved that the President is directed to appoint a President's standing committee on the security and stability of the Internet's naming and address allocation systems. The President is directed to develop a proposed charter in consultation with the President's standing committee, and to submit it to the Board for its approval.

Mr. Auerbach expressed concern that the proposal had not been subject to public comment. Dr. Cerf responded that there will be an opportunity for public comment before the Board establishes an Advisory Committee and accepts the charter and membership.

Mr. Kraaijenbrink proposed that clause [2] be amended to add the phrase "with at least a focus on risk analysis and auditing thereof," immediately after "develop a proposed charter". This was accepted as a friendly amendment by consensus.

Mr. Abril i Abril noted that many other topics had been addressed at the meeting, such as the need for registrar escrow, that were not captured in the resolution. Dr. Lynn responded that the committee would be responsible for coordinating follow-up on these topics.

Dr. Murai and Dr. Kyong stressed the need to move promptly on the formation of the committee.

Whereas, this week's program focusing on the security and stability of the Internet's naming and address allocation systems has identified a set of issues, follow-up tasks, and areas of further exploration for ICANN and its constituent organizations, within the scope of ICANN's defined mission and responsibilities,

Resolved [01.117] that the President is directed to appoint a President's standing committee on the security and stability of the Internet's naming and address allocation systems. The President is directed to develop a proposed charter, with at least a focus on risk analysis and auditing thereof, in consultation with the President's standing committee, and to submit it to the Board for its approval.

The resolution was adopted by a 16-1-0 vote, with Mr. Auerbach voting against.

IDN Committee

Dr. Cerf noted that the next agenda item concerned the constitution of the Internationalized Domain Name (IDN) Committee. Mr. Katoh, the IDN Committee's chair, and Dr. Lynn have assembled a proposed roster for the committee's membership. Mr. Katoh moved, with Dr. Blokzijl's second, that the Board adopt the following resolution:

[1] Whereas in resolution 01.94 the Board established the IDN Committee to serve as a general coordination body for the work on policy issues identified in the IDN Working Group Report presented at the ICANN Public Forum held in Montevideo on 9 September 2001;

[2] Whereas in resolution 01.98 the President was directed, in consultation with IDN Committee Chair Masanobu Katoh, to propose for approval by the Board representatives to serve on the IDN Committee from the ICANN Board, the Supporting Organizations, the Governmental Advisory Committee, and such other individuals who in his judgment could meaningfully contribute to this effort;

[3] Whereas in resolution 01.100 the IDN Committee was requested to present its initial work plan, schedule, and proposed budget for approval by the Board at this Annual Meeting,

[4] Whereas the President, after consultation with the community, has proposed the following individuals to serve on the IDN Committee: Director Sang-Hyon Kyong, Patrik Falstrom (IETF), Vincent Wen-Sung Chen (TWNIC), Qiheng Hu (Internet Society of China), Mohd Sharil Tarmizi (GAC Vice Chair), Francis Gurry (World Intellectual Property Organization), and Stuart Lynn (ICANN CEO), and reports that he is still in the process of identifying other individuals who could meaningfully contribute to this effort;

[5] Whereas the President and the Chair of the IDN Committee expect that the final work plan will include a schedule for the Committee to complete its work by 30 June 2002;

[6] Resolved that the individuals proposed by the President are hereby appointed as members of the IDN Committee;

[7] Further resolved that the President is authorized to spend up to US$100,000 for staff, travel, and other expenses for the support of the IDN Committee, subject to adjustment upon the submission and approval by the Board of a work plan and schedule;

[8] Further resolved that the President and the Chair of the IDN Committee are directed to present a work plan and schedule, and any additional proposed members, for approval by the Board at its next Board meeting.

Mr. Mueller-Maguhn stated his opposition to having a representative of the World Intellectual Property Organization (WIPO) on the IDN Committee because he did not see the relevance of intellectual property to IDNs. (See clause [4] above.) He also opposed the inclusion of a WIPO representative to the extent it meant ICANN would spend money for the intellectual-property community, which is well-funded from other sources. As an alternative, he suggested having a representative of the "free speech" community in addition to a WIPO representative involved on the IDN Committee.

Mr. Abril i Abril noted there are a number of intellectual-property issues, as well as many other social issues, presented by IDNs. He supported Mr. Mueller-Maguhn's alternative of including representatives of both WIPO and the free-speech community. He also noted that the IDN issues were pressing and deserved prompt attention. Mr. Auerbach viewed IDNs as a technical matter, and did not see the need to include a representative of the intellectual-property community on the IDN Committee.

Mr. Katoh acknowledged that the IDN Committee should work expeditiously. He supported inclusion of a WIPO representative, since one of the bases of establishing the IDN Committee was the need to review the applicability of the UDRP to IDNs. Mr. Cohen also supported the view that intellectual-property issues are importantly implicated by IDNs, as well as the domain-name system generally.

Dr. Lynn noted that the IDN Committee is intended to be a coordinating committee, and that intellectual-property expertise was important in view of the intent to have the IDN Committee coordinate review of the applicability of the UDRP to IDNs. Mr. Mueller-Maguhn reiterated that he does not think ICANN should involve intellectual-property principles in the domain-name system.

Mr. Auerbach proposed that the resolutions be amended to strike the seat accorded to a WIPO representative. Mr. Mueller-Maguhn seconded the amendment. The amendment was accepted by a vote of 6 in favor, 5 opposed, and 6 abstaining. The motion as amended then stood as follows:

Whereas in resolution 01.94 the Board established the IDN Committee to serve as a general coordination body for the work on policy issues identified in the IDN Working Group Report presented at the ICANN Public Forum held in Montevideo on 9 September 2001;

Whereas in resolution 01.98 the President was directed, in consultation with IDN Committee Chair Masanobu Katoh, to propose for approval by the Board representatives to serve on the IDN Committee from the ICANN Board, the Supporting Organizations, the Governmental Advisory Committee, and such other individuals who in his judgment could meaningfully contribute to this effort;

Whereas in resolution 01.100 the IDN Committee was requested to present its initial work plan, schedule, and proposed budget for approval by the Board at this Annual Meeting,

Whereas the President, after consultation with the community, has proposed the following individuals to serve on the IDN Committee: Director Sang-Hyon Kyong, Patrik Falstrom (IETF), Vincent Wen-Sung Chen (TWNIC), Qiheng Hu (Internet Society of China), Mohd Sharil Tarmizi (GAC Vice Chair), and Stuart Lynn (ICANN CEO), and reports that he is still in the process of identifying other individuals who could meaningfully contribute to this effort;

Whereas the President and the Chair of the IDN Committee expect that the final work plan will include a schedule for the Committee to complete its work by 30 June 2002;

Resolved [01.118] that the individuals proposed by the President are hereby appointed as members of the IDN Committee;

Further resolved [01.119] that the President is authorized to spend up to US$100,000 for staff, travel, and other expenses for the support of the IDN Committee, subject to adjustment upon the submission and approval by the Board of a work plan and schedule;

Further resolved [01.120] that the President and the Chair of the IDN Committee are directed to present a work plan and schedule, and any additional proposed members, for approval by the Board at its next Board meeting.

Dr. Wilson suggested that Dr. Lynn invite a resource person to contribute information without holding a seat on the Committee. She also suggested he publicly invite those members of the community with particular comments to make to the IDN Committee to do so. Mr. Katoh noted that the Board adopted a resolution in Montevideo suggesting that the IDN Committee have a series of experts.

The Board adopted the amended resolution by a 16-1-0 vote, with Mr. Cohen voting against.

Geographic and Geopolitical Names in .info

Dr. Lynn reported on progress concerning geographic and geopolitical names in .info. At the Montevideo meeting, the Board approved a resolution to freeze registration within the .info top-level domain of certain country names and requested that the President prepare a plan for dealing with the issue. A Proposed Action Plan has been prepared and posted. Among other things, it calls for appointment of a discussion group consisting mainly of members from the Governmental Advisory Committee and the Board. Dr. Lynn moved, with Mr. Kraaijenbrink's second, that the Board adopt the following resolutions to accept the report and authorize creation of the discussion group:

[1] Whereas in resolution 01.93 the President was directed to propose to the Board an action plan for rapid analysis of the technical and other issues related geographic and geopolitical names in .info;

[2] Whereas the Proposed Action Plan was presented to the Board and posted on the ICANN website on 9 October 2001;

[3] Resolved that the President's Proposed Action Plan is accepted by the Board;

[4] Further resolved that the Board accepts the President's recommendation that the following individuals be appointed to a discussion group, as contemplated in Point 2 of the Proposed Action Plan: Vint Cerf (Chair), Rob Blokzijl, Alejandro Pisanty, Nii Quaynor, Amadeu Abril i Abril, Paul Twomey, Christopher Wilkinson, Len St. Aubin, Mohd Sharil Tarmizi, Antenor C.V. Correa, Keith Besgrove, Susanne Maedrich, and Amy Page.

[5] Further resolved that the Board authorizes the President to invite additional individuals to participate in the discussion group to the extent he thinks appropriate.

Mr. Mueller-Maguhn raised concerns as to whether ICANN's agreement with the .info registry operator allowed the reservation of these names for the purpose of eventual transfer and also as to whether the Proposed Action Plan sought to authorize the transfer of names of countries to the countries. Mr. Touton clarified that the Board in Montevideo instructed that the names be reserved by registering them in ICANN's name, as allowed by ICANN's agreement with the .info registry operator, and that the Proposed Action Plan does not provide for the transfer of country names. Mr. Abril i Abril noted that the DNSO Names Council had adopted a resolution on the issue of geographic and geopolitical names and he suggested that this should be reflected in the recitals of the resolution, and also suggested that a representative from the Names Council should be included in any discussion of the matter. By consensus of the Board, a recital was added after clause [1] above referring to submissions of the DNSO Names Council and the Governmental Advisory Committee and additional language was added to clause [5] above.

As amended, the resolution read as follows:

Whereas in resolution 01.93 the President was directed to propose to the Board an action plan for rapid analysis of the technical and other issues related geographic and geopolitical names in .info;

Whereas on 11 October 2001 the Names Council adopted a resolution commenting on this issue, and on 26 October 2001 the Governmental Advisory Committee submitted additional commentary, both of which have been posted;

Whereas the Proposed Action Plan was presented to the Board and posted on the ICANN website on 9 October 2001;

Resolved [01.121] that the President's Proposed Action Plan is accepted by the Board;

Further resolved [01.122] that the Board accepts the President's recommendation that the following individuals be appointed to a discussion group, as contemplated in Point 2 of the Proposed Action Plan: Vint Cerf (Chair), Rob Blokzijl, Alejandro Pisanty, Nii Quaynor, Amadeu Abril i Abril, Paul Twomey, Christopher Wilkinson, Len St. Aubin, Mohd Sharil Tarmizi, Antenor C.V. Correa, Keith Besgrove, Susanne Maedrich, and Amy Page.

Further resolved [01.123] that the Board authorizes the President to invite additional individuals to participate in the discussion group to the extent he thinks appropriate, and to invite input from the DNSO and other interested parties within the Internet community.

The Board adopted the amended resolution by a 13-0-4 vote, with Mr. Auerbach, Mr. Mueller-Maguhn, Dr. Pisanty, and Dr. Quaynor abstaining.

At-Large Study Committee Report

Dr. Cerf outlined a proposed resolution that chronicles the establishment and activities of the At-Large Study Committee. It expresses gratitude for the work of the Committee, and acknowledges ICANN's acceptance of the Committee's Final Report and its recommendations as a basis for future discussion. It calls for various additional work leading to a Board decision at its March 2002 meeting in Accra, so that if the Board decides to have elections, they can be completed by the 2002 annual meeting.

Mr. Abril i Abril moved, with Mr. Kraaijenbrink's second, that the Board adopt the following resolutions:

[1] Whereas the At Large Study Committee was chartered in January 2001 to undertake a comprehensive study of the concept, structure, and processes relating to an ICANN At-Large membership;

[2] Whereas the ALSC was charged with seeking input from all interested parties and working to achieve a broad consensus on effective means by which the diverse global Internet communities and stakeholders may participate in ICANN's policy development, deliberations, and actions, without preconceptions as to a preferred outcome;

[3] Whereas in January and March 2001 the Board approved the selection of Carl Bildt as ALSC Chair, Chuck Costello and Pindar Wong as Vice Chairs, and Pierre Dandjinou, Esther Dyson, Olivier Iteanu, Ching-Yi Liu, Thomas Niles, and Oscar Robles as members, and Denise Michel as the ALSC's Executive Director;

[4] Whereas the ALSC has held public meetings in Melbourne, Australia, Stockholm, Sweden, Silicon Valley, USA, and Montevideo, Uruguay, and ALSC members have attended meetings of the Internet community in Kuala Lumpur (APRICOT - Asia Pacific Regional Internet Conference on Operational Technologies), Taiwan (APNIC/TWNIC Taiwan Network Information Centre), San Francisco, California USA (ARIN-American Registry for International Numbers), Bologna, Italy (RIPE -- Réseaux IP Européens), Hong Kong (WWW Conference - World Wide Web Consortium), Accra, Ghana (AfNOG - African Network Operators Group/AfriNIC - African Network Information Centre), Shanghai, China (APNIC Outreach Seminar), Caracas, Venezuela (Workshop for Latin American Countries), Singapore (CEO Tech Summit: Building the REAL New Economy), Beijing, China (CNNIC, "Internet 2001 China"), and Paris, France (Paris Chamber of Commerce/ISOC France/AFNIC);

[5] Whereas the ALSC has conducted a worldwide outreach, discussion, research, and consensus-building effort that included regular e-mail notices and solicitations (inviting correspondence in African Languages, Chinese, Danish, French, Mandarin, Norwegian, Russian, Spanish, and Swedish) to a self-selected "ALSC announce list, " which included 5985 subscribers as of October 31 (an e-mail to ICANN's 143,789 member At-Large mailing list invited people to "opt-in" by registering for this list); e-mails to potentially interested organizations and individuals, including previous members of the Membership Advisory Committee and the Membership Implementation Task Force, At-Large candidates, leaders of ICANN's Supporting Organizations and constituencies, and managers of relevant research efforts and websites; a low bandwidth-compatible ALSC website (www.atlargestudy.org) to distribute information and facilitate involvement; a "Call for Studies" that yielded research and papers that examined roles, requirements, processes, and structures relating to individuals' involvement in international organizations, from researchers and interested individuals in numerous countries; and an on-line forum;

[6] Whereas the ALSC has produced discussion papers, an Interim Report and a Final Report, and has made recommendations to the Board that it believes have or could develop broad support within the ICANN community;

[7] Whereas the ICANN community is extremely grateful for the enormous contribution to the ultimate resolution of this important and complex set of issues made by the ALSC to date;

[8] Whereas the ICANN community is also grateful for the willingness of the volunteer members of the ALSC to continue to work with the ICANN staff and community on the complex issues relating to the practical implementation of its recommendations in the event some or all of them are eventually adopted by the Board;

[9] Resolved that the Board, on behalf of the Internet community, expresses its deep appreciation for the significant contributions of Carl Bildt, Chuck Costello, Pierre Dandjinou, Esther Dyson, Olivier Iteanu, Ching-Yi Liu, Thomas Niles, Oscar Robles, and Pindar Wong through their continuing service on the ALSC, and in particular to Denise Michel for her invaluable service as the Executive Director of the ALSC;

[10] Further resolved that the Board accepts the ALSC Final Report and Recommendations, dated November 5, 2001, as a basis for further discussion by the Board and the ICANN community;

[11] Further resolved that the Board invites comments on the ALSC Final Report from the ICANN community as a whole, in particular the DNSO Names Council, the ASO Address Council and the PSO Protocol Council, and requests that any such comments be submitted within 45 days from the date of this resolution;

[12] Further resolved that the Board concurs with the ALSC's conclusion that Individual Internet users have a significant stake in ICANN's activities, should have the opportunity to participate in ICANN, and that representation should accompany participation for informed, sustained involvement of interested individuals in ICANN policy and decision-making;

[13] Further resolved that the Board intends to come to decisions on these issues on the schedule set forth in the ICANN Bylaws, so that any Directors selected through an At Large process will be seated at the conclusion of the ICANN Annual Meeting in 2002;

[14] Further resolved that the Board appreciates the willingness of the ALSC members to continue their voluntary service, in order to investigate further the various practical implementation issues that would be required should the Board adopt some or all of the ALSC recommendations, including the establishment of local and/or regional entities that could serve as a basis for bringing together individuals interested in participating in the ICANN process, and thus the term of the ALSC is hereby extended until the end of the ICANN meeting in Accra, Ghana;

[15] Further resolved that the President and CEO is directed, in consultation with the ALSC, to begin the contingency planning for carrying out an At Large election process in 2002, consistent with the recommendations contained in the ALSC Final Report, so as to ensure that option is practically available should the Board adopt some or all of those recommendations that would require such elections, and to work closely with the ALSC in its continuing efforts, especially the practical ability to establish local or regional entities that can serve as vehicles for interested individual participation in the ICANN process; and

[16] Further resolved that the Board will discuss and consider the recommendations contained in the ALSC Final Report, and any further learning produced by the further work of the ALSC and the staff, and any comments received from the community and the various ICANN councils, and intends to reach decisions at the ICANN meeting in Accra, Ghana in March 2002, so that the timelines set forth in the ICANN Bylaws can be met.

Dr. Blokzijl asked for clarification that the resolutions did not call for implementation of any part of the of the Final Report before discussions take place. Dr. Cerf affirmed that the resolutions called for the President to begin contingency planning only.

Mr. Mueller-Maguhn suggested some changes in the resolutions. In clause [11], he suggested that reference should be made to emphasize that comments are invited from those outside the ICANN community. By agreement, the phrase "from the ICANN community as a whole, in particular the DNSO Names Council, the ASO Address Council and the PSO Protocol Council," in clause [11] was changed to "from the Internet community as a whole, including the DNSO Names Council, the ASO Address Council and the PSO Protocol Council,". He also proposed that clause [15] be amended by adding "and interested members of the Board" after "consultation with the ALSC". After some discussion, the phrase "and periodically reporting to the Board" was instead inserted in clause [15] after "consultation with the ALSC". By agreement, the word "investigating" was added before the phrase "the practical ability to establish local or regional entities".

Dr. Campos summarized two basic premises of the resolutions. First, the Board is not making a commitment to adopt all the recommendations of the ALSC report. Instead, it is accepting the report as a basis for further discussion. Second, the phrase "consistent with the recommendations contained in the ALSC Final Report" in clause [15] is not intended to suggest that the development of contingency planning will be limited to the recommendations of the Report. Instead, that planning may be informed by further discussion. By agreement, the phrase "consistent with the recommendations contained in the ALSC Final Report" was amended to read "mindful of the recommendations contained in the ALSC Final Report".

Mr. Auerbach moved, with Mr. Mueller-Maguhn's second, that clause [10] be revised to replace "accepts the ALSC Final Report and Recommendations" with "acknowledges receipt of the ALSC Final Report and Recommendations". The Board did not adopt the motion to amend, by a vote of 2-14-1, with Mr. Auerbach and Mr. Mueller-Maguhn voting in favor and Mr. Abril i Abril abstaining.

Mr. Mueller-Maguhn suggested changing "interested individual participation in the ICANN process" at the end of clause [15] to read "interested individual and organizational participation in the ICANN process". Dr. Pisanty expressed concern about this change, noting that the purpose of At-Large is to promote individual, not organizational, participation, and that according to clause [15]'s language organizations serve as the vehicles for that individual participation. Mr. Mueller-Maguhn withdrew his suggestion. Mr. Mueller-Maguhn also suggested that "and other reports" be added after the phrase "contained in the ALSC Final Report" in clause [16]; after some discussion it was agreed that this concept was already covered by the phrase "and any further learning".

Mr. Auerbach expressed concern that the resolutions, as a practical matter, came too close to de facto acceptance of the recommendations of the At-Large Study Committee report, which could be viewed as a fait accompli.

As amended, the resolutions read as follows:

Whereas the At Large Study Committee was chartered in January 2001 to undertake a comprehensive study of the concept, structure, and processes relating to an ICANN At-Large membership;

Whereas the ALSC was charged with seeking input from all interested parties and working to achieve a broad consensus on effective means by which the diverse global Internet communities and stakeholders may participate in ICANN's policy development, deliberations, and actions, without preconceptions as to a preferred outcome;

Whereas in January and March 2001 the Board approved the selection of Carl Bildt as ALSC Chair, Chuck Costello and Pindar Wong as Vice Chairs, and Pierre Dandjinou, Esther Dyson, Olivier Iteanu, Ching-Yi Liu, Thomas Niles, and Oscar Robles as members, and Denise Michel as the ALSC's Executive Director;

Whereas the ALSC has held public meetings in Melbourne, Australia, Stockholm, Sweden, Silicon Valley, USA, and Montevideo, Uruguay, and ALSC members have attended meetings of the Internet community in Kuala Lumpur (APRICOT - Asia Pacific Regional Internet Conference on Operational Technologies), Taiwan (APNIC/TWNIC Taiwan Network Information Centre), San Francisco, California USA (ARIN - American Registry for International Numbers), Bologna, Italy (RIPE -- Réseaux IP Européens), Hong Kong (WWW Conference - World Wide Web Consortium), Accra, Ghana (AfNOG - African Network Operators Group/AfriNIC - African Network Information Centre), Shanghai, China (APNIC Outreach Seminar), Caracas, Venezuela (Workshop for Latin American Countries), Singapore (CEO Tech Summit: Building the REAL New Economy), Beijing, China (CNNIC, "Internet 2001 China"), and Paris, France (Paris Chamber of Commerce/ISOC France/AFNIC);

Whereas the ALSC has conducted a worldwide outreach, discussion, research, and consensus-building effort that included regular e-mail notices and solicitations (inviting correspondence in African Languages, Chinese, Danish, French, Mandarin, Norwegian, Russian, Spanish, and Swedish) to a self-selected "ALSC announce list, " which included 5985 subscribers as of October 31 (an e-mail to ICANN's 143,789 member At-Large mailing list invited people to "opt-in" by registering for this list); e-mails to potentially interested organizations and individuals, including previous members of the Membership Advisory Committee and the Membership Implementation Task Force, At-Large candidates, leaders of ICANN's Supporting Organizations and constituencies, and managers of relevant research efforts and websites; a low bandwidth-compatible ALSC website (www.atlargestudy.org) to distribute information and facilitate involvement; a "Call for Studies" that yielded research and papers that examined roles, requirements, processes, and structures relating to individuals' involvement in international organizations, from researchers and interested individuals in numerous countries; and an on-line forum;

Whereas the ALSC has produced discussion papers, an Interim Report and a Final Report, and has made recommendations to the Board that it believes have or could develop broad support within the ICANN community;

Whereas the ICANN community is extremely grateful for the enormous contribution to the ultimate resolution of this important and complex set of issues made by the ALSC to date;

Whereas the ICANN community is also grateful for the willingness of the volunteer members of the ALSC to continue to work with the ICANN staff and community on the complex issues relating to the practical implementation of its recommendations in the event some or all of them are eventually adopted by the Board;

Resolved [01.124] that the Board, on behalf of the Internet community, expresses its deep appreciation for the significant contributions of Carl Bildt, Chuck Costello, Pierre Dandjinou, Esther Dyson, Olivier Iteanu, Ching-Yi Liu, Thomas Niles, Oscar Robles, and Pindar Wong through their continuing service on the ALSC, and in particular to Denise Michel for her invaluable service as the Executive Director of the ALSC;

Further resolved [01.125] that the Board accepts the ALSC Final Report and Recommendations, dated November 5, 2001, as a basis for further discussion by the Board and the ICANN community;

Further resolved [01.126] that the Board invites comments on the ALSC Final Report from the Internet community as a whole, including the DNSO Names Council, the ASO Address Council and the PSO Protocol Council, and requests that any such comments be submitted within 45 days from the date of this Resolution;

Further resolved [01.127] that the Board concurs with the ALSC's conclusion that Individual Internet users have a significant stake in ICANN's activities, should have the opportunity to participate in ICANN, and that representation should accompany participation for informed, sustained involvement of interested individuals in ICANN policy and decision-making;

Further resolved [01.128] that the Board intends to come to decisions on these issues on the schedule set forth in the ICANN Bylaws, so that any Directors selected through an At Large process will be seated at the conclusion of the ICANN Annual Meeting in 2002;

Further resolved [01.129] that the Board appreciates the willingness of the ALSC members to continue their voluntary service, in order to investigate further the various practical implementation issues that would be required should the Board adopt some or all of the ALSC recommendations, including the establishment of local and/or regional entities that could serve as a basis for bringing together individuals interested in participating in the ICANN process, and thus the term of the ALSC is hereby extended until the end of the ICANN meeting in Accra, Ghana;

Further resolved [01.130] that the President and CEO is directed, in consultation with the ALSC and periodically reporting to the Board, to begin the contingency planning for carrying out an At Large election process in 2002, mindful of the recommendations contained in the ALSC Final Report, so as to ensure that option is practically available should the Board adopt some or all of those recommendations that would require such elections, and to work closely with the ALSC in its continuing efforts, especially investigating the practical ability to establish local or regional entities that can serve as vehicles for interested individual participation in the ICANN process; and

Further resolved [01.131] that the Board will discuss and consider the recommendations contained in the ALSC Final Report, and any further learning produced by the further work of the ALSC and the staff, and any comments received from the community and the various ICANN councils, and intends to reach decisions at the ICANN meeting in Accra, Ghana in March 2002, so that the timelines set forth in the ICANN Bylaws can be met.

The Board adopted the amended resolutions by a 15-1-0 vote, with Mr. Auerbach voting against and Mr. Davidson not voting.

Restructuring Committee

The Board addressed the topic of forming a restructuring committee. Dr. Cerf discussed a draft resolution creating such a committee for purposes of considering any proposals to restructure ICANN other than those being handled in the context of discussion of the ALSC recommendations. Examples of other proposals include forming a supporting organization for country-code top-level domain issues. Dr. Cerf moved, with Mr. Kraaijenbrink's second, that the Board adopt the following resolutions:

Whereas there is ongoing considerable discussion in the ICANN community, including a number of the DNSO constituencies, about the desirability of possible changes in the structure of ICANN, including consideration of possible new Supporting Organizations and changes in the composition of the ICANN Board;

Whereas the ongoing evaluation of the ALSC Final Report also implicates issues of ICANN structure and Board composition;

Whereas some in the community believe that it would be useful, in the context of these discussions, to reaffirm and clarify ICANN's limited mission for technical management and administration of the DNS, administration of Internet address space, and administration of technical protocol identifiers;

Whereas it would be desirable to have a Committee of the Board that is responsible for monitoring these discussions, and for evaluating and making recommendations to the Board on any specific proposals;

Resolved [01.132] that a Committee of the Board is hereby established, to be known as the Committee on Restructuring, to monitor and provide reports to the Board on these issues, and to evaluate and make recommendations to the Board concerning any specific proposals or applications to the Board that would or could affect the structure of ICANN or the composition of the Board;

Further resolved [01.133] that Alejandro Pisanty is appointed the Chair, and that Lyman Chapin, Phil Davidson, Hans Kraaijenbrink, and Nii Quaynor are appointed members, of the Committee on Restructuring; and

Further resolved [01.134] that the President is directed to take such steps as he deems appropriate to bring to the Board for its review and approval recommendations for how best to reaffirm and clarify the nature and scope of ICANN's limited mission.

The Board adopted the resolutions by a 14-1-1 vote, with Mr. Auerbach voting against, Mr. Kraaijenbrink abstaining, and Mr. Davidson not voting.

Alignment of Directors' Terms

The Board expressed its sense to instruct the General Counsel to prepare text of a proposed amendment to the bylaws, for later consideration by the Board, to align the terms of the At-Large Directors and those selected by the Supporting Organizations. The conclusion of all terms is to be the conclusion of an ICANN annual meeting. [According to the current bylaws, the terms of Directors selected by the Supporting Organizations end on 30 September.]

Thank-Yous

Mr. Katoh moved, with Dr. Lynn's second, that the Board adopt the following resolutions:

Resolved [01.135], that the ICANN Board gratefully acknowledges the hard work and creative contributions of the program committee for the DNS security portion of the 2001 Marina del Rey meeting. Organized under tight time constraints, the DNS security program has been informative, challenging, and productive. On behalf of the ICANN community, the ICANN Board applauds the members of the program committee for their valued assistance: Mike Roberts, Klaas Bouma, Demi Getschko, Chuck Gomes, John Klensin, Lars-Johan Liman, Jun Murai, Elliot Noss, Ray Plzak, Karl Auerbach, Vint Cerf, Lyman Chapin, Andy Müller-Maguhn, Alejandro Pisanty, and Stuart Lynn.

Resolved [01.136], that the Board expresses its particular thanks and appreciation to Mike Roberts, the program committee chair and ICANN's former President and CEO, for his ongoing willingness to serve the Internet community by devoting a tremendous amount of time over the last six weeks to pull together a terrific program on the security of the Internet's naming and address allocation systems, and to Andrew McLaughlin.

Resolved [01.137], that the Board thanks the panelists, speakers, session chairs, and moderators, whose sacrifice of time and effort to participate in the DNS security program helped make this week's meeting a significant step forward in assessing and advancing the overall security of the Internet's naming and address allocation systems. On behalf of the entire ICANN community, the Board conveys its sincere gratitude for their contributions of data, experience, ideas, and wisdom, and looks forward to an ongoing collaboration in the public interest.

Resolved [01.138], that the Board expresses its grateful appreciation to the sponsors of ICANN's 2001 Annual Meeting in Marina del Rey, California. Thanks to their generosity, ICANN is able to host these meetings without meeting or registration fees, and can provide a free, real-time webcast of the meeting with mechanisms for remote participation.

Top-Level Sponsors:

  • Afilias
  • Chagres Technologies
  • NeuLevel
  • Nominum
  • UltraDNS
  • VeriSign Inc.

Second-Level Sponsor:

  • RealNames

Third-Level Sponsors:

  • Register.com
  • Tucows
  • VeriSign Registrar

The resolutions were unanimously adopted.

Other Remarks

The Board briefly discussed concerns regarding possible damage that could be caused by VeriSign's recent commencement of IDN-registration activities.

No other business was brought before the Board. Dr. Cerf adjourned the meeting at 6:16 pm Pacific standard time (02:16 UTC on 16 November 2001).


_______________________
Louis Touton
Secretary

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