Internet Corporation for Assigned Names and Numbers

Fourth Annual Meeting of the Board Minutes

15 December 2002

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 December 2002 at the Sheraton Amsterdam Airport Hotel & Conference Center at Schiphol (Amsterdam) Airport, the Netherlands. Directors Vint Cerf (chairman), Amadeu Abril i Abril, Robert Blokzijl, Ivan Moura Campos, Lyman Chapin, Jonathan Cohen, Frank Fitzsimmons, Masanobu Katoh, Hans Kraaijenbrink, Sang-Hyon Kyong, Stuart Lynn, Andy Mueller-Maguhn, Alejandro Pisanty, Nii Quaynor, and Linda S. Wilson were present. Director Helmut Schink arrived after the meeting began. A telephone facility was available for other Directors to participate, but none did.

Also present at the meeting was Louis Touton, ICANN's Vice-President, Secretary, and General Counsel. The meeting was open to the public.

The meeting was called to order by Vint Cerf at 06:36 UTC (7:30 am local time).

Amendment of New Bylaws

Dr. Cerf raised the topic of various errors that had been noticed in the bylaws adopted by the Board at its 31 October 2002 Shanghai meeting. These bylaws, which reflect the results of the extensive evolution and reform process ICANN undertook in 2002, will become effective upon the Board's adoption of a Transition Article, also on the agenda for the annual meeting. Language for amendments to correct the errors had been prepared by Mr. Touton and circulated to the Board members.

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

Whereas, in resolution 02.116 the Board adopted new bylaws of the Corporation, such new bylaws to become effective upon adoption of a Transition Article that will govern the transition to the structure, policies, processes, and procedures contemplated in the new bylaws;

Whereas, at the time of adoption of resolution 02.116, members of the Board raised issues concerning a few of the provisions of the bylaws that the Board referred to the Committee on ICANN Evolution and Reform for further study;

Whereas, a few other technical errors have been discovered in the text of the new bylaws as adopted;

Whereas, on 8 December 2002 the Committee on ICANN Evolution and Reform recommended revisions to the bylaws to address the issues referred to it and to correct the technical errors;

Whereas, the recommended revisions were posted on the ICANN website;

Resolved [02.146] that the new bylaws adopted in resolution 02.116 are amended, prior to their becoming effective, by revising Article IV, Section 2(16); Article IV, Section 3(12); Article X, Section 3(1); Article X, Section 4(2); and Article XI, Section 6 as shown in the attached Appendix A.

Dr. Cerf proceeded to describe each revision in Mr. Touton's draft amendments. A vote was taken, and the resolution was adopted by a 13-1-1 vote, with Mr. Mueller-Maguhn voting against and Dr. Blokzijl abstaining. Dr. Blokzijl explained that, although he felt that the corrective amendments were improvements to the bylaws, he abstained for the same reasons he had abstained when the New Bylaws were adopted in Shanghai: he is deeply concern about the lack of trust and confidence in ICANN by very important organizations like the IAB, the IETF, the Regional Internet Registries, the ccTLDs, and the root server operators, and he feels that the confidence should be restored before proceeding with reform.

Adoption of Transition Article

The Board then considered the topic of the transition article of the bylaws. Dr. Pisanty moved, with Mr. Chapin's second, that the Board adopt the following resolution:

Whereas, in resolution 02.116 the Board adopted new bylaws of the Corporation, such new bylaws to become effective upon adoption of a Transition Article that will govern the transition to the structure, policies, processes, and procedures contemplated in the new bylaws;

Whereas, on 8 December 2002 the Committee on ICANN Evolution and Reform recommended to the Board the text of a Transition Article, which was posted on the ICANN website;

Whereas, the posted Transition Article was modified to reflect certain comments received resulting from that posting;

Resolved [02.147] that the Transition Article attached as Appendix B is adopted effective at the end of the ICANN Annual Meeting (of the old Board) on 15 December 2002.

Dr. Pisanty, as chair of the Evolution and Reform Committee, explained that the purpose of this transition article is to provide an orderly, planned, and follow-the-rules process for moving from the present Board to the New Board, by way of a Transition Board. This includes dates for phased changes not only the Board, but also in the whole ICANN. Thus, the transition article has provisions for phasing the DNSO into the GNSO, providing continuity for the ASO without impairment of its capacity to designate Directors, creating a ccNSO when its design is completed, and providing for formal disappearance of the PSO leading to the creation of the Technical Liaison Group. The transition plan also specifies a schedule for these changes, including modification of the terms of the presently serving Directors, if they wish to continue to serve on a Transition Board until the New Board is constituted by the new selection methods.

In response to a question from Mr. Abril i Abril, Dr. Pisanty noted that all the current members of the Board will cease their service on the Board at the end of the Transition Board, unless they are selected for new terms by one of the means (supporting organizations and Nominating Committee) provided in the New Bylaws.

Mr. Kraaijenbrink proposed a change to Article XX, Section 2(1) as proposed, by adding the text underlined in magenta:

1. For the period beginning on the adoption of this Transition Article and ending on the Effective Date and Time of the New Board, as defined in paragraph 5 of this Section 2, the Board of Directors of the Corporation ("Transition Board") shall consist of the members of the Board who would have been Directors under the Old Bylaws immediately after the conclusion of the annual meeting in 2002, except that those At-Large members of the Board under the Old Bylaws who elect to do so by notifying the Secretary of the Board on 15 December 2002 or in writing or by e-mail no later than 23 December 2002 shall also serve as members of the Transition Board. Notwithstanding the provisions of Article VI, Section 12 of the New Bylaws, vacancies on the Transition Board shall not be filled. The Transition Board shall not have liaisons as provided by Article VI, Section 9 of the New Bylaws. The Board Committees existing on the date of adoption of this Transition Article shall continue in existence, subject to any change in Board Committees or their membership that the Transition Board may adopt by resolution.

Dr. Wilson seconded this amendment. The amendment passed by a 13-0-2 vote, with Dr. Blokzijl and Mr. Mueller-Maguhn abstaining. As a result, the proposed changes to the bylaws were revised to read as in the official Appendix B to these minutes.

The Board then voted on the resolution to add the Transition Article to the bylaws. The resolution passed by a 13-1-1 vote, with Mr. Mueller-Maguhn voting against and Dr. Blokzijl abstaining.

At this point, Dr. Schink joined the meeting.

After the vote, Mr. Abril i Abril made a statement in which he expressed concerns that the Nominating Committee was being invested with too much power and that the Board would have too many members. He also expressed his wish that the New Board would consist of a completely different slate of individuals than the existing Board.

Dr. Cerf then invited the At-Large members of the Board present at the meeting to indicate whether they were willing to serve on the Transition Board. Dr. Campos, Mr. Katoh, Mr. Kraaijenbrink, Mr. Mueller-Maguhn, Dr. Quaynor, and Dr. Wilson indicated that they were willing to serve on the Transition Board; Mr. Fitzsimmons stated his choice to retire from service on the Board. (The two other At-Large Directors, Mr. Auerbach and Dr. Murai, were not present at the meeting but later elected to serve on the Transition Board.)

Continuation of Evolution and Reform Committee

Dr. Cerf noted that, while the adoption of the Transition Article brings many of the reforms into operation, the work of Evolution and Reform Committee is not yet completed. He moved, with Dr. Kyong's second, that the Board adopt the following resolution:

Resolved [02.148] that the term of the Committee on ICANN Evolution and Reform is continued until the earlier of (a) the Committee's report to the Board that its work has been completed or (b) the end of calendar year 2003.

In discussion, it was noted that, if the work of the Evolution and Reform Committee is not completed by the time of the seating of the New Board, the committee's membership would be emptied and the committee would be repopulated by the New Board.

A vote was taken, and the resolution was adopted by a 14-0-2 vote, with Mr. Kraaijenbrink and Dr. Pisanty abstaining.

Transition Implementation

It was noted that funding was required to implement the transition to the structures and processes provided by the New Bylaws. Mr. Kraaijenbrink moved, with Dr. Lynn's second, that the Board adopt the following resolution:

Whereas the President presented to the Board at its meeting on 2 December 2002 a staffing and funding plan to support the implementation requirements of the Evolution and Reform plan in this financial year, 2002-2003;

Resolved [02.149] that the President is authorized to spend up to US$325,000 from the ICANN reserves to hire up to 9 additional staff members and travel and other related expenditures as is necessary to implement the Evolution and Reform Plan in 2002-2003.

The resolution was adopted by a 16-0-0 vote.

gTLD Action Plan

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

Whereas, the Board accepted the report of the ICANN New TLD Evaluation Process Planning Task Force (NTEPPTF) at its meeting on 23 August 2002;

Whereas, at that meeting the Board instructed the President to develop a plan for action for approval by the Board;

Whereas, the President presented An Action Plan Regarding New TLDs for discussion at the Public Forum in Shanghai on 30 October 2002, and posted that Action Plan for public comment on 8 November 2002;

Whereas, comments have been received, posted, and evaluated regarding that Action Plan;

Whereas, the Action Plan was again discussed at the Public Forum in Amsterdam on 14 December 2002; and

Whereas, the Action Plan recommends that key recommendations of the NTEPPTF report be implemented; that certain questions regarding the future evolution of the generic top-level namespace be referred for advice to the GNSO described in Article X of the New Bylaws approved in Shanghai on 31 October 2002 and as further refined at this meeting; and that steps be taken towards approval of a limited number of new sponsored gTLDs;

Resolved [02.150] that the Board authorizes the President to take all steps necessary to implement those aspects of the NTEPPTF recommendations as specified in the Action Plan;

Resolved [02.151] that the Board requests the GNSO to provide a recommendation by such time as shall be mutually agreed by the President and the Chair of the GNSO Names Council on whether to structure the evolution of the generic top-level namespace and, if so, how to do so;

Resolved [02.152] that the Board directs the President to develop a draft Request for Proposals for the Board's consideration in as timely a manner as is consistent with ICANN staffing and workload for the purpose of soliciting proposals for a limited number of new sponsored gTLDs.

In subsequent discussion, Dr. Lynn noted that the resolutions follow up on the action plan that he presented to the Board and the community in Shanghai. This was followed by an engaging discussion at the Public Forum in Amsterdam on 14 December 2002. The resolution consists of three parts: (a) to authorize the expenditure of new TLD funds to conduct an evaluation of the introduction of the seven new TLDs selected in November 2000; (b) to request the GNSO Council to make a recommendation concerning whether to structure the evolution of the generic top-level namespace and, if so, how to do so; and (c) to direct the President to develop a draft Request for Proposals for a limited number of new, sponsored gTLDs.

In response to a question from Dr. Schink, Dr. Lynn noted that criteria to judge any proposals for sponsored TLDs would be a part of the draft Request for Proposals. Dr. Lynn noted that this was a separate matter from the requested recommendation from the GNSO Council concerning possible structuring of the evolution of the gTLD namespace.

Resolutions 02.150, 02.151, and 02.152 were adopted by a 16-0-0 vote.

IDN Committee

Mr. Katoh introduced the topic of restructuring the Internationalized Domain Names Committee. He moved, with Mr. Kraaijenbrink's second, that the Board adopt the following resolution:

Whereas, the Internationalized Domain Name Committee was established by resolution 01.94 to serve as a general coordination body for the work on policy issues related to Internationalized Domain Names (IDNs);

Whereas, the IDN Committee has issued a series of reports and recommendations regarding IDNs and related issues;

Whereas, in October 2002 the Internet Engineering Steering Group approved the publication of three proposed standards defining an application-level mechanism for IDNs;

Whereas, technical analysis has shown that the IDN standards are not sufficient to limit collisions, confusion, and other potentially damaging side-effects stemming from the unrestrained potential to register IDNs using arbitrary characters available in the UNICODE encoding system;

Whereas, there remains a variety of other unresolved issues and potential problems associated with the use of IDN-based identifiers;

Whereas, deployment of IDNs before these issues are addressed raises serious operational and other concerns;

Whereas, under resolution 02.118, the IDN Committee was continued until the conclusion of the 2002 ICANN annual meeting;

Whereas, the President and the Chair of the IDN Committee were directed under that resolution to prepare a proposed charter and list of members for a new committee to address IDN implementation issues, for presentation to the Board at the 2002 ICANN annual meeting;

Whereas, the President and the Chair of the IDN Committee have recommended that it would be in the best interests of ICANN to retain the membership and charter of the existing IDN Committee to focus on such other policy issues as may arise, but that the President in consultation with the Chair of the IDN Committee should form a new President's IDN Registry Implementation Committee composed of interested registries, registrars, and technical experts to consider and exchange information on ways to resolve the issues associated with implementation of IDN capabilities in existing top level domains;

Whereas, the President has agreed to form such a committee in consultation with the Chair of the IDN Committee;

Resolved [02.153] the Board continues the IDN Committee until the end of the 2004 annual meeting, or such time as the Chair informs the Board that the work of the IDN Committee is complete, whichever is earlier.

Mr. Abril i Abril suggested that, in forming the President's IDN Registry Implementation Committee, the President should include linguistic experts in addition to interested registries, registrars, and technical experts.

A vote was taken, resulting in adoption of the resolution by a 16-0-0 vote. A break was then taken from 07:45 UTC (8:45 a.m. local time) to 08:15 UTC (9:15 a.m. local time).

After the break, Dr. Schink noted that, although not present at the beginning of the meeting (due to an alarm-clock failure), he supported the resolutions on the amendment of the bylaws and adoption of the transition article.

December 2003 and November/December 2004 Meetings

Mr. Cohen reported on the Meetings Committee's recommendation for the December 2003 meeting. He noted that the committee had received very strong proposals, for meetings in Tunisia and South Africa. He proposed that the December 2003 meeting be held in Carthage, Tunisia, and that additionally the Board schedule the next meeting in Africa for South Africa in November/December 2004, provided a suitable proposal is submitted by June 2003. He therefore moved, with Dr. Quaynor's second, that the Board adopt the following resolutions:

Resolved [02.154] that the President is authorized to make arrangements for the December 2003 ICANN meeting to be held in Carthage, Tunisia, on 1-5 December 2003; and

Resolved further [02.155] that the Board expresses its intention to hold the November/December 2004 meeting in South Africa, provided a suitable proposal is submitted by June 2003.

The resolutions were adopted by a 16-0-0 vote. [Note: the dates for the Carthage meeting were revised to 27-31 October 2003 by resolution 03.04.]

Thanks to Departing Directors

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

Whereas, Robert Blokzijl was selected to the ICANN Board in October 1999 by the Address Supporting Organization. He has provided extraordinary service to ICANN and served with distinction during his long tenure as a Director. He served ably as chair of the Conflict of Interest Committee and as a member of the CEO Search Committee;

Whereas, his term of office officially expires at the close of the annual meeting of ICANN on 15 December 2002;

Now therefore it is resolved [02.156] that the ICANN Board of Directors expresses its deep gratitude to Dr. Blokzijl for his service to ICANN and the Internet community and wishes him success and satisfaction in the future.

The resolution was adopted by acclamation. Dr. Cerf then moved, with Dr. Wilson's second, that the Board adopt the following resolution:

Whereas, Frank Fitzsimmons was appointed to the ICANN Board in October 1998. He has provided extraordinary service to ICANN and served with distinction during his long tenure as a Director. He served ably as a member and chair of the Audit Committee;

Whereas, under the Transition Article of the new Bylaws of ICANN he may voluntarily terminate his term of office after the close of the annual meeting of ICANN on 15 December 2002;

Whereas, Frank Fitzsimmons has elected to end his term of office;

Now therefore it is resolved [02.157] that the ICANN Board of Directors expresses its deep gratitude to Mr. Frank Fitzsimmons for his service to ICANN and the Internet community and wishes him success and satisfaction in the future.

The resolution was adopted by acclamation.

Thanks for Meeting Assistance

Dr. Cerf then moved, with many seconds, that the Board adopt the following resolution:

Whereas, ICANN has successfully completed its 2002 annual meeting in Amsterdam, the Netherlands;

Whereas, the planning and execution of the meeting, on short notice, has been extraordinary;

Resolved [02.158] that the Board thanks the RIPE NCC for its generous technical assistance with the meeting, and expresses its particular gratitude for the work of Bruce Campbell and Monica Cortes Sack;

Further resolved [02.159] that the Board notes its great appreciation to John Crain, Diane Schroeder, Mary Hewitt, Steve Conte, Laura Brewer, and Terri Darrenougue and the rest of the ICANN staff for their dedicated efforts in ensuring the smooth operation of the meeting.

The resolution was adopted by acclamation.

There being no further business, the meeting was adjourned at 08:30 UTC (9:30 a.m. local time).

_______________________
Louis Touton
Secretary

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