Internet Corporation for Assigned Names and Numbers

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

25 February 2003

A meeting of the Transition Board of Directors of the Internet Corporation for Assigned Names and Numbers (ICANN) was held by teleconference on 25 February 2003. The following Directors of the Corporation were present by telephone: Vint Cerf (chairman), Amadeu Abril i Abril, Karl Auerbach, Jonathan Cohen, Mouhamet Diop, Masanobu Katoh, Hans Kraaijenbrink, Sang-Hyon Kyong, Stuart Lynn, Andy Mueller-Maguhn, Jun Murai (attended first part of meeting), Helmut Schink, Francisco da Silva, and Linda S. Wilson. Directors Lyman Chapin, Alejandro Pisanty, and Nii Quaynor joined the call while it was in progress. Also present on the teleconference were Andrew McLaughlin, ICANN's Senior Advisor, and Louis Touton, ICANN's Vice-President, Secretary, and General Counsel.

The meeting was called to order by Vint Cerf at 13:01 UTC (5:01 am U.S. Pacific Standard Time).

Approval of Minutes

Dr. Cerf began the agenda with the approval of minutes of the Transition Board's telephone meetings of 20 and 23 January and 4 February 2003. Draft versions of those minutes had been previously provided to the Board members. During this statement, Dr. Quaynor joined the meeting.

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

Resolved [03.11] that the minutes of the meeting of the Transition Board held on 20 January 2003 are hereby approved and adopted by the Board as presented.

The motion carried by a 13-0-2 vote, with Mr. Kraaijenbrink and Dr. Murai abstaining. Dr. Cerf then moved, with Dr. Wilson's second, that the Board adopt the following resolution:

Resolved [03.12] that the minutes of the meeting of the Transition Board held on 23 January 2003 are hereby approved and adopted by the Board as presented.

The motion carried by a 11-0-4 vote, with Dr. Kyong, Dr. Lynn, Mr. Mueller-Maguhn, and Dr. Murai abstaining. Dr. Cerf then moved, with Dr. Kyong's second, that the Board adopt the following resolution:

Resolved [03.13] that the minutes of the meeting of the Transition Board held on 4 February 2003 are hereby approved and adopted by the Board as presented.

The motion carried by a 14-0-1 vote, with Dr. Lynn abstaining.

ALAC Start-Up Funding

Dr. Lynn and Dr. Wilson gave a presentation regarding start-up funding for the At-Large Advisory Committee. At the beginning of their presentation, Dr. Lynn moved, with Dr. Wilson's second, that the Board adopt the following resolutions:

Whereas, on 10 February 2003 the Interim At-Large Advisory Committee (Interim ALAC) presented a budget request for "start-up/matching funds" for its activities in the 2002-2003 and 2003-2004 fiscal years;

Whereas, the interim ALAC's 2002-2003 request includes US$5,300 for administration expenses, US$17,500 for regional expenses, and US52,000 for ALAC ICANN Meeting expenses, for a total of US$74,800;

Whereas, in resolution 02.149 the Board authorized the President to spend up to US$325,000 to implement the Evolution and Reform Plan in 2002-2003, but that authorization did not include the funds now requested by the Interim ALAC;

Whereas, the Finance Committee has reviewed the Interim ALAC's request and recommends that the Board increase the level of authorized funding associated with implementation of reform to include the amount requested by the Interim ALAC for funding during the 2002-2003 fiscal year;

Whereas, by resolution EC03.3 the Executive Committee authorized, in partial response to the Interim ALAC's request, the President to expend from the 2002-2003 ICANN budget up to US$33,000 to cover the portion of the Interim ALAC's request associated with expenses of the Interim ALAC members for travel to and from and attendance at the Rio de Janeiro meeting in late-March 2003;

Whereas, while of the view that the ALAC and its related structures and organizations need to evolve to become financially self-sufficient, the Board concludes that providing this funding during the Interim ALAC's start-up period will be beneficial to the establishment of an ALAC that effectively fosters informed participation in ICANN by individual Internet users;

Resolved [03.14] that the Board increases the level of authorized spending for implementation of reform in the 2002-2003 ICANN budget, by US$74,800 (to include the US$33,000 previously authorized by the Executive Committee) to cover the cost of providing funding as requested by the Interim ALAC;

Further resolved [03.15] that the Interim ALAC's request for funding from the 2003-2004 budget be considered in the framework of the currently ongoing development of ICANN's budget for the 2003-2004 fiscal year.

Continuing the presentation, Dr. Lynn noted that ICANN's New Bylaws, which grew out of the evolution and reform process during 2002, call for establishment of an At-Large Advisory Committee (ALAC) to advise the Board on the activities of ICANN, insofar as they relate to the interests of individual Internet users. The Transition Article of the New Bylaws calls for the process to be initiated with an Interim ALAC, which is responsible for facilitating the At-Large Structures and Regional At-Large Organizations (RALOs) that will allow individual Internet users to participate on an informed basis in ICANN's activities. The Interim ALAC has begun operations, with ten individuals having been appointed to bootstrap its operations in resolution 03.07.

Dr. Lynn explained that, although the ALAC is contemplated ultimately to be funded through sources other than the ICANN budget (such as through the RALOs), the Interim ALAC needs funds to start the process. On 10 February 2003, the Interim ALAC presented a budget request for start-up funds for its activities in the 2002-2003 (US$74,800) and 2003-2004 (US$39,100) fiscal years. The 2003-2004 request should be addressed as part of the overall budget process for that year (already ongoing and to be completed in June 2003).

On 19 February 2003, the Executive Committee approved US$33,000 of the 2002-2003 request because of the urgency in obtaining approval in time for members of the Interim ALAC to make their arrangements for low-cost flights and visas to ICANN's March 2003 meeting in Rio de Janeiro. What remains for the Board to consider, therefore, is a request to fund the balance of the 2002-2003 request (US$41,800) to cover travel to the Montreal meeting and certain administrative and start-up expenses for the RALOs.

Dr. Lynn emphasized that the ALAC fully respects its obligation to fund its expenses through means other than the ICANN budget once the RALOs are formed. The Board's approval of these expenses in no way constitues an entitlement for the future, but is intended only to jumpstart the ALAC. Dr. Lynn noted that the drop-off in requested funds for the 2003-2004 fiscal year confirms that ICANN funding of the ALAC is intended to be temporary.

By a resolution adopted at the December 2002 Annual Meeting in Amsterdam, the Board authorized expenditures of up to US$325,000 to cover certain transition costs to ICANN 2.0 for the 2002-2003 fiscal year. Dr. Lynn noted that that authorization did not provide for any funds for the ALAC, since at the time the Interim ALAC had not been formed and therefore had presented no assessment of its initial funding needs.

Dr. Wilson, as chair of the Finance Committee, noted that the Committee reviewed the Interim ALAC's request for funds during 2002-2003 to help jumpstart its work. The request was understood as being for initial support, not as a basis for recurring support. She reiterated that the Interim ALAC's request for funds in 2003-2004 would be addressed as part of the normal budget process for that fiscal year.

Dr. Wilson explained that the Finance Committee, while noting the bylaws' stipulation that each RALO will be ultimately comprised of self-supporting At-Large Structures within its region, concluded that the temporary support requested in this early formative stage would be a prudent investment for facilitating the development of this important way to engage the effective participation of the individual users throughout the globe in the work of ICANN. She noted that the amount requested, while reasonable, is greater than can be accommodated within the funds the Board previously authorized for various necessary costs of the transition to ICANN 2.0 in the 2002-2003 fiscal year. Dr. Wilson reported that the Finance Committee was nonetheless persuaded that it is reasonable and prudent to assist the At-Large advisory structure by providing funds at this time for the purposes requested. She concluded by conveying the Finance Committee's recommendation that the Board increase the level of authorized transition funding to include the amount requested by the Interim ALAC for funding during the current fiscal year.

In the Board's discussion of this presentation, Mr. Kraaijenbrink noted his strong belief that it is very important to give the Interim ALAC the resources needed to start the process and that, given the clear understanding that after the establishment of the RALOs the ALAC will be funded from sources other than the ICANN budget, he endorses the request for funding. Several other directors expressed support for the funding, but noted that it was essential that it be clearly understood that the ALAC will not be funded from the ICANN budget in the longer term. Dr. Schink expressed his concern that granting the funds might create expectations that ICANN would fund the ALAC in the future.

During the above discussion, Dr. Pisanty joined the call.

A vote was taken on resolutions 03.14 and 03.15 as previously moved and seconded. They were adopted by a 15-0-1 vote, with Dr. Schink abstaining.

2003-2004 Budget Process

Dr. Lynn gave a presentation on the ongoing process for establishment of the ICANN budget for the 2003-2004 fiscal year. Prior to the meeting, Dr. Lynn had distributed to the Board a draft preliminary budget, which he noted would be posted in March, after addressing any comments from the Board. Dr. Lynn explained that the draft preliminary budget had been prepared by following approach:

1. Annualize the experience under the current 2002-2003 budget, taking into consideration the staff expansion approved for the 2002-2003 as well as adjustments for inflation and other known changes.

2. Annualize the effects of staff expansion and other increased funding needs for the transition from ICANN 1.0 into ICANN 2.0, as approved by the Board at the October 2002 Shanghai meeting.

3. Provide modest funding for an ICANN outreach program for developing countries as discussed in Shanghai.

Dr. Lynn noted that the burden of funding these increases falls primarily on gTLD registries (even though they have been collected, at least until now, through the registrars). The increased funding contribution levels are consistent with what has been discussed in the Blueprint for Reform and other reform documents and discussions, and therefore have not surprised the gTLD registries and registrars. Furthermore, Dr. Lynn noted the funding from gTLD registries and registrars falls well within the contractual limits contained in agreements with the gTLD registries. Dr. Lynn reported that he was engaged in ongoing discussions with all the funding constituencies about the preliminary budget.

Dr. Lynn then requested that Board members review the materials and provide him with comments by e-mail as soon as possible. Mr. Auerbach noted that the various positions listed in the preliminary budget were filled with some employees and some consultants, and expressed the desire that care be taken in ensuring that consultants and employees are used in appropriate circumstances.

Amendments to Bylaws

The Board discussed proposed amendments to the New Bylaws to correct some errors that had come to light since they became effective on 15 December 2002. It was noted that on 8 February 2003 the Evolution and Reform Committee had posted "ERC's Proposed Clarifications, Corrections, and Modifications to New Bylaws", and that based on various comments an amended version had been posted on 23 February 2003. Dr. Pisanty moved, with Mr. Kraaijenbrink's second, that the Board adopt the following resolution:

Whereas, on 8 February 2003 the Committee on ICANN Evolution and Reform (ERC) posted proposed amendments to the New Bylaws that became effective on 15 December 2003 to reflect various clarifications, technical corrections, and minor modifications that had been called to the ERC's attention as desirable in light of the ongoing process of implementing ICANN's reformed structure;

Whereas, the ERC invited comments on its proposed amendments through 22 February 2003;

Whereas, the ERC reviewed the comments received and on 23 February 2003 posted a report revising its proposals in two respects;

Whereas, after considering the ERC's proposals and the comments, the Board concludes that the amendments to the bylaws as stated in the ERC's
revised proposal would be in the best interest of ICANN;

Resolved that the Board adopts the amendments to the bylaws shown in Exhibit A [which would match the amendments posted on 8 February 2003] to these minutes (amending Article VI, Section 8; Article VII, Section 2; Article VI, Section 3; Article X, Section 3; Article XI, Section 2(4); Article XX, Section 2; Article XX, Section 5; and Article XX, Section 7; and adding Article VI, Section 8), to become effective immediately.

During the above discussion, Mr. Chapin joined the meeting.

Dr. Cerf noted that the reference to "Article VI, Section 3" in the resolution clause should read "Article VII, Section 3". This was accepted as a friendly amendment.

Mr. Auerbach inquired about the reference to both "citizens" and "residents" in some of the ALAC provisions, while another reference mentioned only "citizens". Mr. Touton noted that the reference to only "citizens" was in the clause concerning the comprehensiveness of coverage of a RALO's At-Large Structures, and that it was intentionally limited to citizens to avoid requiring multiple RALOs to provide participatory opportunities to any individual.

Several Board members raised the concern that the bylaws provision proposed to be added (Article VI, Section 8) on the ineligibility of Nominating Committee participants for selection to ICANN positions was not sufficiently stringent. After some discussion, the Board concluded that the ineligibility provisions should be strengthened, and requested Mr. Touton to prepare revised language for consideration at a later Board meeting. By consensus, the reference to adding the proposed Article VI, Section 8 was dropped from the resolution.

Mr. Auerbach expressed concern that the bylaws provided for too much ALAC involvement in the operation of At-Large Structures.

The Board then voted on the resolution as amended, which read as follows:

Whereas, on 8 February 2003 the Committee on ICANN Evolution and Reform (ERC) posted proposed amendments to the New Bylaws that became effective on 15 December 2003 to reflect various clarifications, technical corrections, and minor modifications that had been called to the ERC's attention as desirable in light of the ongoing process of implementing ICANN's reformed structure;

Whereas, the ERC invited comments on its proposed amendments through 22 February 2003;

Whereas, the ERC reviewed the comments received and on 23 February 2003 posted a report revising its proposals in two respects;

Whereas, after considering the ERC's proposals and the comments, the Board concludes that the amendments to the bylaws as stated in the ERC's revised proposal would be in the best interest of ICANN;

Resolved [03.16] that the Board adopts the amendments to the bylaws shown in Appendix A to these minutes (amending Article VI, Section 8; Article VII, Section 2; Article VII, Section 3; Article X, Section 3; Article XI, Section 2(4); Article XX, Section 2; Article XX, Section 5; and Article XX, Section 7), to become effective immediately.

The resolution was adopted by a 17-0-0 vote.

Board Governance Committee

At this point, Dr. Murai left the meeting.

The Board discussed a proposal to form a Board Governance Committee. Dr. Wilson reviewed an analysis she had conducted and proposed that the Board adopt a proposal she had made to establish a Board Governance Committee and adopt its scope and charter. She recommended that the Committee be populated at a later date.

Mr. Abril i Abril noted that ICANN was in the course of a Board transition, with a substantial change in Board membership likely at the Montreal meeting in June 2003. He questioned whether starting a Board Governance Committee at this time was productive. Dr. Cerf responded that, although the work of a Board Governance Committee would continue after the change in Board membership, he saw no reason that the work should not be started before then.

The Board discussed a variety of issues concerning Dr. Wilson's proposed charter, including the questions of whether the Board Governance Committee should be responsible for proposing the membership of other Committees of the Board and whether it should assume the responsibilities of the current Committee of the Board on Conflicts of Interest. Ultimately the Board decided to continue the discussion of this item by e-mail and at a later Board meeting.

During the above discussion, Dr. Pisanty left the meeting.

Redemption and ConsoliDate Services in .com and .net

Mr. Touton noted that certain contractual amendments are required to reflect introduction of two new services in the .com and .net top-level domains, the registries for which are operated by VeriSign, Inc. Mr. Touton noted he had circulated to the Board and posted a General Counsel's Briefing Regarding Proposed Revisions to .com and .net Registry Agreements to Reflect Services Introduced 25 January 2003 regarding this topic.

Dr. Cerf moved, with Mr. Kraaijenbrink's 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 on 25 January 2003 VeriSign, Inc., the operator of the .com and .net registries, implemented, in consultation with ICANN, a Redemption Service in those registries that is in substantial compliance with the Technical Steering Group's implementation proposal, as well as a VeriSign-proposed registration-term-synchronization service known as ConsoliDate and display of registration-related dates and statuses in the registry-level Whois;

Whereas, on 15 January 2003 the General Counsel provisionally authorized the introduction of these services, subject to revision upon Board consideration;

Whereas, the General Counsel has negotiated with VeriSign revised language for services descriptions (Appendix C, part 7, and Appendix G) to be included in various appendices to the .com and .net registry agreements to formalize the arrangements for the Redemption Service, the ConsoliDate Service, and the addition of the dates and statuses to the registry-level Whois service, and has recommended that the services language be added to the appendices, with appropriate conforming adjustments to other appendices;

Whereas, the Board has reviewed the services descriptions and concludes that the appendices to the .com and .net registry agreements should be amended as recommended;

Whereas, the Board supports the principle embodied in the services descriptions that under the Redemption Service registry operators should not charge for restoring names that have been deleted because of registry error, and states its view that it is similarly appropriate for registrars to bear the costs of restoring names deleted due to registrar error;

Resolved [03.17] that the President is authorized to enter into amendments to the .com and .net registry agreements to include the services descriptions presented for the Redemption and ConsoliDate Services and the addition of date and status information to the registry Whois, as well as to make appropriate conforming amendments to other parts of the appendices to those agreements.

Mr. Auerbach inquired whether the Redemption Service would be available in the other gTLDs on the same basis as in .com and .net. Mr. Touton replied that the matter was subject to negotiation with the various operators of the unsponsored gTLDs, but that he placed great emphasis on providing a consistent service to minimize consumer confusion.

The above resolution was adopted by a 15-0-0 vote.

Academic Delegate to the Nominating Committee

The Board discussed the possibility of designating an entity to represent academic and similar organizations in the appointment of one delegate to the Nominating Committee, as contemplated by Article VII, Section 2(8)(g) of the New Bylaws. A proposal was made for appointment of an ad-hoc, international group of academics, named the "Higher Education Committee for Nominating Committee Recommendations", to serve in this role for the initial Nominating Committee. Some Board members expressed the desire to designate a group more formally representative of the global community of academic and similar institutions, while recognizing the lack of an existing entity that clearly possesses that characteristic. Board members also noted the short time available before the Nominating Committee would begin its work. After this discussion, the Board agreed to defer further discussion until the next Board meeting.

There being no further business, the meeting was adjourned at 15:01 UTC (7:01 am U.S. Pacific Standard Time).

_______________________
Louis Touton
ICANN Secretary

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