Internet Corporation for Assigned Names and Numbers

Minutes | Special Meeting of the Board

28 June 2005

Chairman Vinton G. Cerf presided over the entire meeting. The following other Board Directors participated in all or part of the meeting: Raimundo Beca, Peter Dengate Thrush, Demi Getschko, Hagen Hultzsch, Joichi Ito, Veni Markovski, Thomas Niles, Michael D. Palage, Alejandro Pisanty, Hualin Qian, Njeri Rionge, Vanda Scartezini, and Paul Twomey. Mouhamet Diop was not available during the meeting.

The following Board Liaisons participated in all or part of the meeting: Steve Crocker, Security and Stability Advisory Committee Liaison; Roberto Gaetano, At Large Advisory Committee Liaison; Thomas Narten, IETF Liaison; Mohamed Sharil Tarmizi, Governmental Advisory Committee Liaison; Richard Thwaites, Technical Liaison Group Liaison.

The following staff participated in the Meeting: John Jeffrey, General Counsel and Board Secretary; Doug Barton, General Manager, IANA; John Crain, Chief Technology Officer; and Kurt J. Pritz, Vice President of Business Operations.

The meeting was called to order by Vinton Cerf at 5:07 AM, Pacific Daylight Time.

Approval of Minutes for the 7 June 2005 Special Meeting of the Board

At the beginning of the Board Meeting the resolution was introduced by Vint Cerf and was seconded by Hagen Hultzsch. An amendment was offered by Peter Dengate Thrush and the Board voted on the following resolution:

Resolved [05.37], the minutes of the meeting of the Board on 7 June 2005, are hereby approved and adopted by the Board as altered during the Board Meeting.

The board approved the resolution unanimously 13-0 by a vote of the Board Members present. Mouhamet Diop and Joichi Ito were not present during the vote. Njeri Rionge's was listening to the call but her vote was recorded contemporaneously via email due to technical difficulties.

Continuing Budget Resolution

Following discussion, Hagen Hultzsch introduced the following resolution, and Alejandro Pisanty seconded:

Whereas, ICANN's Bylaws at Article XVI, Section 4 provide that "At least forty-five (45) days prior to the commencement of each fiscal year, the President shall prepare and submit to the Board, a proposed annual budget of ICANN for the next fiscal year, which shall be posted on the Website. The proposed budget shall identify anticipated revenue sources and levels and shall, to the extent practical, identify anticipated material expense items by line item. The Board shall adopt an annual budget and shall publish the adopted Budget on the Website."

Whereas, on 17 May 2005, in accordance with the ICANN Bylaws, ICANN posted its Proposed Budget for Fiscal Year 2005-06.

Whereas, the posted proposed budget was developed through a series of comprehensive consultations with ICANN constituencies, the Budget Advisory Group, and the ICANN Board Finance Committee.

Whereas, the Board Finance Committee agrees that such consultations between staff and ICANN constituencies, the Budget Advisory Group and the ICANN Board Finance Committee should continue up to and during the ICANN Meeting scheduled to occur in Luxembourg City, Luxembourg, between 11 and 15 July 2005.

Whereas, ICANN's currently approved budget and current fiscal year will end on 30 June 2005 and the new budget is scheduled to be approved during the Luxembourg Meeting.

Whereas, ICANN's Finance Committee agreed that ICANN staff should continue to operate at the budget levels and maintain the fee structure for the fiscal year ending on 30 June 2005 levels until such time as a new budget is approved by the Board pursuant to ICANN's Bylaws at Article XVI, Section 4.

Resolved [05.38], that the President is authorized and directed to implement and carry out the activities of ICANN at substantially the same budget and expenditure levels pursuant to the ICANN Budget approved in Resolution 04.56, and is directed to inform the Board of material variances from the Budget during an interim period commencing on 1 July 2005, and ending upon formal Board approval of the new budget for fiscal year ending on 30 June 2006.

The board approved the resolution unanimously 13-0 by a vote of the Board Members present. Mouhamet Diop and Joichi Ito were not present during the vote. Njeri Rionge's was listening to the call but her vote was recorded contemporaneously via email due to technical difficulties.

Approval of Engagement of Auditors

Following discussion, Vint Cerf moved for a vote on the following resolution, and Hagen Hultzsch seconded:

Whereas ICANN Bylaws Article XVI provides that ICANN shall annually publish an audited financial statement, and that the appointment of the fiscal auditors shall be the responsibility of the Board.

Whereas the Audit Committee of the Board has conducted a search for appropriate auditors, and has recommended the engagement of Moss-Adams, Certified Public Accountants.

Whereas Moss-Adams has submitted an engagement letter dated 18 April 2005, which has been reviewed and approved by staff and the Audit Committee.

Resolved [05.39], that the President is authorized and directed to enter into the engagement letter of 18 April 2005 with Moss-Adams to provide the outside audit for Fiscal Year 2004-2005.

The board approved the resolution unanimously 13-0 by a vote of the Board Members present. Mouhamet Diop and Joichi Ito were not present during the vote. Njeri Rionge's was listening to the call but her vote was recorded contemporaneously via email due to technical difficulties.

Payment of Legal Expenses

Following discussion, Veni Markovski moved for a vote on the following resolution, and Hagen Hultzsch seconded:

Whereas, ICANN has had significant needs for legal services during the months of January through April 2005, including general legal advice, the .NET RFP process, new sTLD agreements, and several pending lawsuits involving ICANN.

Whereas, Jones Day has provided extensive legal services to meet these needs.

Whereas, ICANN has received invoices from Jones Day totaling US$ 784,785.37 in connection with legal services provided to ICANN during January through April 2005.

Whereas, the General Counsel and the Chief Financial Officer have reviewed the invoices and determined that they are proper and should be paid.

Resolved [05.40], that the President is authorized to make payment to Jones Day in the amount of US$ 784,785.37 for legal services provided to ICANN during January through April 2005.

The board approved the resolution unanimously 13-0 by a vote of the Board Members present. Mouhamet Diop and Joichi Ito were not present during the vote. Njeri Rionge's was listening to the call but her vote was recorded contemporaneously via email due to technical difficulties.

Reimbursement of Director's Expenses

Following discussion, Hagen Hultzsch moved for a vote on the following resolution, and Veni Markovski seconded:

Whereas, Article VI, Section 22 of the ICANN Bylaws provides that the Board may authorize the reimbursement of actual and necessary reasonable expenses incurred by Directors and non-voting liaisons in the performance of their duties.

Resolved [05.41], the Board hereby authorizes the reimbursement of expenses to Directors and liaisons as follows:

  • Vinton Cerf, for travel to Australia for meetings in April 2005, US$ 4,929.19.
  • Alejandro Pisanty, for travel to Geneva in April 2005, US$ 6,724.14.
  • Vinton Cerf, for travel to Marina Del Rey in May 2005, US$ 622.84.
  • John Klensin, for travel to Marina Del Rey in May 2005, US$ 631.87.

The board approved the resolution unanimously 13-0 by a vote of the Board Members present. Mouhamet Diop and Joichi Ito were not present during the vote. Njeri Rionge's was listening to the call but her vote was recorded contemporaneously via email due to technical difficulties.

Redelegation of .HK (Hong Kong)

Following discussion, Raimundo Beca moved for a vote on the following resolution, and Veni Markovski seconded:

Whereas, the .HK ccTLD was first originally delegated in January 1990.

Whereas, .HK was first managed by the Joint Universities Computer Centre Limited ("JUCC") through its wholly-owned subsidiary, Hong Kong Domain Name Registration Company Limited ("HKDNR").

Whereas, by an agreement dated 15 March 2002, between JUCC and the Hong Kong Internet Registration Corporation Limited ("HKIRC"), JUCC transferred all the management functions to HKIRC.

Whereas, the government of the Hong Kong Special Administrative Region supported the creation of HKIRC through public consultations and then entered into an agreement in April 2002 with HKIRC.

Whereas the HKIRC has requested the redelegation of .HK, and the current contacts have agreed to the proposed redelegation.

Resolved (05.42) that the proposed redelegation of the .HK ccTLD to the HKIRC is approved.

The board approved the resolution unanimously 13-0 by a vote of the Board Members present. Mouhamet Diop and Joichi Ito were not present during the vote. Njeri Rionge's was listening to the call but her vote was recorded contemporaneously via email due to technical difficulties.

Redelegations of .KZ

Following discussion and after requesting additional information to be gathered, the Board took no formal action on .KZ at this time.

Proposed sTLD Agreement for .MOBI

Following discussion, Hagen Hultzsch moved for a vote on the following resolution, and Tom Niles and Vanda Scartezini both seconded:

Whereas, on 13 December 2004, the board authorized the President and General Counsel to enter into negotiations relating to proposed commercial and technical terms for the .MOBI sponsored top-level domain (sTLD) with the applicant, DotMobi, Ltd.

Whereas, on 3 June 2005, ICANN announced that negotiations with the applicant for the .MOBI sponsored top-level domain had been successfully completed, and posted the proposed .MOBI sponsored TLD registry agreement on the ICANN website.

Whereas, in response to the Board resolution on 13 December 2004, the applicant has provided satisfactory details as to the proposed community of content providers for mobile phones users, and confirmation that the applicant's approach will not conflict with the current telephone numbering systems.

Whereas, the Board has determined that approval of the agreement, and delegation of a .MOBI sponsored top-level domain to DotMobi, Ltd. would be beneficial for ICANN and the Internet community.

Resolved [05.43], the proposed agreement with DotMobi, Ltd. concerning the .MOBI sTLD is approved, and the President is authorized to take such actions as appropriate to implement the agreement.

The board approved the resolution 11-0 vote with two abstentions by Michael Palage and Peter Dengate Thrush. Mouhamet Diop and Joichi Ito were not present during the vote. Njeri Rionge's was listening to the call but her vote was recorded contemporaneously via email due to technical difficulties.

.TEL (Telnic) Approval to Enter into Contractual Negotiations

There was a discussion regarding the .TEL application and specifically around the issues of compliance with the technical requirements from the sTLD RFP. Raimundo Beca raised the point that the constraints on .TEL should match the constraints place on .MOBI with regard to the registry of E-164 in the .MOBI domain name space.

Additionally, Michael Palage asked that the minutes reflect the following statement on his behalf [as an amendment to the minutes], explaining his position:

I was one of several directors that voted "no" in connection with the .TEL application, and there were primarily two reasons on which I did so. The first was in connection with the .MOBI contract which we had approved earlier in that meeting, and, specifically, in the .MOBI contract, there was a provision in Appendix S, Part 7, which states the following with regard to TLD differentiation: As quoted - 'ICANN and the Registry Operator acknowledge that a criterion included in the application process in which the .MOBI TLD was selected and in the previous TLD application expansion round was that a new TLD be clearly differentiated from existing TLDs. ICANN, when undertaking to effect the delegation of new tlds, shall take into consideration internet community input received, including any objections interested third parties may have under policy considerations or applicable law or otherwise regarding the creation of new TLDs.'

As I explained to the board during our teleconference, I was unable to understand the differentiation between the .MOBI and the .TEL TLD. I also brought to the attention of the board the potential confusion which one board member had in connection with a presentation that -- a flash marketing presentation that was available in connection with the .TEL application in which the board member thought it was actually .MOBI. So based upon this confusion, I thought that there was a basis for us to seek community input under this provision before moving forward with the .TEL.

One of the other reasons which i voted "no" was based upon the discussion from the -- Richard Thwaites from the ITU, who provided some discussion regarding the scalability of this particular application.

So these are all of the reasons -- and i guess the one other reason i would like to make is that it was presented to the board that this would be textual-base only.

So this follows up on Raimundo's concerns regarding potential ENUM implications, and also the distinction that .MOBI was geared towards, I believe, companies that were going to be providing services to the telecommunications -- to the mobile phone users and .TEL was geared more towards the individual users. I did not find that an acceptable delineation under the guidelines which we've -- which were stated here."

Following the Board's discussion during the meeting, Tom Niles moved for a vote on the following resolution, and Hagen Hultzsch seconded:

Resolved [05.44] the Board authorizes the President and General Counsel to enter into negotiations relating to proposed commercial and technical terms for the .TEL sponsored top-level domain (sTLD) with the applicant.

Resolved [05.45] if after entering into negotiations with the .TEL sTLD applicant the President and General Counsel are able to negotiate a set of proposed commercial and technical terms for a contractual arrangement, the President shall present such proposed terms to this board, for approval and authorization to enter into an agreement relating to the delegation of the sTLD.

The board approved the resolution 8-3 vote with two abstentions by Veni Markovski and Peter Dengate Thrush. Mouhamet Diop, Joichi Ito and Njeri Rionge were not present during the vote. Affirmative votes were cast by Raimundo Beca, Vint Cerf, Mouhamet Diop, Hagen Hultzsch, Thomas Niles, Hualin Qian, Vanda Scartezini, and Paul Twomey. Negative votes were cast by Demi Getschko, Michael Palage and Alejandro Pisanty.

The Meeting was adjourned by the Chairman at 6:59 AM, Pacific Daylight Time.

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