MINUTES OF SPECIAL MEETING
October 24, 1999
A meeting of the Board of Directors of the Internet Corporation for Assigned Names and Numbers (the "Corporation") was held by teleconference on October 24, 1999. The following Directors of the Corporation were present by telephone: Geraldine Capdeboscq (joined after beginning of meeting), George Conrades, Gregory L. Crew, Esther Dyson, Hans Kraaijenbrink, Michael Roberts, Eugenio Triana, and Linda Wilson. Also present on the teleconference were Andrew McLaughlin, Interim Secretary of the Corporation; and Joe Sims, Louis Touton, and Michael Weinberg of Jones, Day, Reavis & Pogue.
The meeting was called to order by Esther Dyson at 8:05 am U.S. Eastern Daylight Time.
Mr. Touton noted that minutes of nine Board meetings since March 4, 1999, had been posted on the ICANN web site and should be formally approved by Board resolution. Two corrections were noted to the posted version of the minutes of the August 24, 1999 meeting. First, in the second paragraph under the heading "Independent Review," the word "when" should read "after." Second, the second sentence under the heading "Y2K Report by Root Server System Advisory Committee" should read: "He noted that the root server operators have been working on these matters since July 1998 and the Committee has authored, in co-operation with a range of interested parties, a report which has been published on the ICANN website."
Upon motion duly made and seconded, the Initial Board unanimously adopted the following resolutions:
RESOLVED [99.110] that the Minutes of the Meetings of the Board for March 4, March 31, May 27, June 23, July 16, July 26, August 12, and September 9, 1999, are hereby approved and adopted by the Board as posted.
A corrected version of the August 26 minutes will be posted on the ICANN website.
Mr. Touton described the proposed implementation of the uniform dispute resolution policy adopted by the Board at its August 26, 1999 meeting in Santiago, Chile. He noted that implementation documents, consisting of a written statement of the policy and rules for administrative proceedings, had been posted on the ICANN website (on September 29, 1999) and that over 90 written comments had been received. He then reviewed three documents that had been furnished to the Board, consisting of a policy statement and rules that staff had revised in view of the comments and the "Second Staff Report on Implementation Documents for Uniform Dispute Resolution Policy."
Ms. Dyson raised the issue of public access to decisions in administrative proceedings under the policy. Mr. Touton noted that under paragraph 4(j) of the policy, decisions are presumptively public. Only in an exceptional case may the administrative panel redact portions of its decision (such as when they contain trade secrets and the like) from the publicly available version. Mr. Touton indicated that staff's intent is to review redactions to ensure they are not being made inappropriately.
At this point, Ms. Capdeboscq joined the meeting.
Mr. Triana noted that the policy is minimalist in that only cases of abusive registration are subject to administrative proceedings. Mr. Touton described the various alternatives for selection of providers and panelists and explained that the documents being considered adopted a mechanism giving both parties a say in the selection of panelists.
Mr. Touton noted that, once the policy and rules documents are approved, a substantial amount of work remains to complete implementation, including coordination with registrars and dispute-resolution service providers. He indicated that staff would strive to have the policy in effect for new cases arising from currently accredited registrars by approximately the end on November, but that full implementation, including arrangements for handling backlog cases, could take several months longer.
During this discussion, Mr. Conrades left the meeting, noting his support for approval of the implementation documents.
Upon motion duly made and seconded, the Initial Board unanimously adopted the following resolutions:
WHEREAS, on April 30, 1999, the World Intellectual Property Organization presented a report with its recommendations to ICANN on, among other things, a uniform policy for resolution of domain name disputes;
WHEREAS, at the ICANN meeting held in Santiago, Chile on August 24-26, 1999, a group of approximately twenty registrars presented a proposed a Model Dispute Resolution Policy for Voluntary Adoption, which they had agreed to adopt;
WHEREAS, at the Santiago meeting in Resolution 99.81, the Board accepted the consensus recommendation of the Domain Name Supporting Organization, and adopted a uniform domain-name dispute resolution policy for accredited registrars in the .com, .net, and .org top-level domains;
WHEREAS, in Resolution 99.82 the Board directed the President, with the assistance of ICANN staff and counsel, to prepare implementation documents for approval by the Board after public notice and comment;
WHEREAS, in preparing implementation documents the President, staff, and counsel received valuable insights and advice from a small drafting committee consisting of J. Scott Evans, A. Michael Froomkin, Kathryn A. Kleiman, Steven J. Metalitz, and Rita A. Rodin;
WHEREAS, the Board recognizes the significant contribution of the members of the small drafting committee and expresses its deep appreciation for the personal sacrifices that effort required;
WHEREAS, the implementation documents (consisting of a draft policy and procedures) prepared by the President, staff, and counsel were posted on the ICANN web site for public comment on September 29, 1999;
WHEREAS, approximately 90 comments were received on the web site;
WHEREAS, the Board members have reviewed or been informed of the comments received on the draft policy and procedures and have given them due consideration;
WHEREAS, the President, staff, and counsel have made various adjustments and clarifications to the implementation documents in response to the comments; and
WHEREAS, the President recommends that the implementation documents be approved for use in implementing the policy; it is now
RESOLVED [99.112] that the Board finds that the implementation documents (namely, the statement of "Uniform Domain Name Dispute Resolution Policy" attached as Exhibit A to these minutes and the "Rules for Uniform Domain Name Dispute Resolution Policy" attached as Exhibit B to these minutes) faithfully embody the uniform dispute resolution policy adopted in Resolution 99.81.
FURTHER RESOLVED [99.113] that the President is authorized and directed to proceed immediately with implementation of the uniform dispute resolution policy adopted in Resolution 99.81 using the implementation documents approved in Resolution 99.112 (or such variation as he determines, with the concurrence of the General Counsel, is consistent with the policy adopted in Resolution 99.81) on a schedule the President establishes to allow orderly implementation, including notification of accredited registrars and the entry of agreements for the provisional approval of one or more dispute-resolution service providers as provided in Resolution 99.84.
FURTHER RESOLVED [99.114] that the President and General Counsel are authorized to monitor the ongoing operation of the administrative dispute-resolution mechanism described in Paragraph 4 of the "Uniform Domain Name Dispute Resolution Policy" and to make such adjustments to the Policy's implementation from time to time as they determine appropriate, including adjustments to the terms and extent of provisional approval of dispute-resolution service providers.
FURTHER RESOLVED [99.115] that the Board requests the General Counsel, with the assistance of staff, to prepare a summary of matters arising in the drafting process that should be considered as possible future refinements to the Uniform Dispute Resolution Policy and to transmit that list to the Domain Name Supporting Organization for its study of those matters, with a view toward submission to the Board in the year 2000 of any recommendations the DNSO may have for such refinements.
Mr. McLaughlin described the proposed amendments to the bylaws that were posted on the ICANN website on October 10, 1999. These amendments had been prepared by the staff to implement the Board's directions concerning At Large Membership in Resolutions 99.87 and 99.88. At the meeting, the Board discussed the geographic diversity requirements for the At Large Council. Mr. McLaughlin noted a technical drafting error in the posted documents, which had failed to require that regionally selected At Large Council members be citizens of their regions. It was concluded that this technical error should be corrected. During this discussion, Mr. Triana left the call. The Board also discussed the possibility of providing for a maximum limit on the number of At Large Council members who are citizens from any one region. The Board determined that this issue warranted further consideration. After this discussion, Ms. Wilson left the call.
In the continuing discussion, the Board reviewed the various comments submitted and concluded that several deserved further discussion, and possible adoption. A few additional technical drafting corrections were also noted. The Board instructed the staff to further consider the various suggestions and to make recommendations to the entire Board at its Los Angeles meeting. Nevertheless, the Initial Board believed that it had the obligation, under the bylaws by which it came into existence, to implement its resolutions creating an At Large membership, and it did not want to avoid that responsibility by deferring this entire issue to Los Angeles, when approximately half the Board (those selected by the SOs) will not have had the intensive exposure to, and extensive discussion of, the At Large membership issues. The Board decided that it was most appropriate to adopt the bylaws implementing the At Large membership as originally recommended by the staff (with correction of technical errors), and the Board did adopt those bylaws after the meeting by unanimous consent. In adopting these bylaws, however, the Board acted with the clear understanding that at the Los Angeles meeting it intends to consider, and perhaps adopt, some of the suggestions (or variations thereof) contained in the comments submitted.
The meeting was adjourned at 9:24 am Eastern Daylight Time.