Internet Corporation for Assigned Names and Numbers

Organizational Meeting of the Transition Board Minutes

15 December 2002

INTERNET CORPORATION FOR ASSIGNED NAMES AND NUMBERS

The organizational meeting of the Transition Board of Directors of the Internet Corporation for Assigned Names and Numbers (ICANN), as established by Article XX, Section 2(1) of the ICANN bylaws that became effective on 15 December 2002 (the "New Bylaws"), was held on that day at the Sheraton Amsterdam Airport Hotel & Conference Center at Schiphol (Amsterdam) Airport, the Netherlands.

As provided by Article XX, Section 2(1) of the New Bylaws, the Transition Board consisted of the members of the Board who would have been Directors immediately after the conclusion of the ICANN annual meeting in 2002 under the bylaws in effect until 15 December 2002 (the "Old Bylaws"), except that At-Large members of the Board under the Old Bylaws could also elect to serve as members of the Transition Board by notifying the Secretary of the Board on 15 December 2002 or in writing or by e-mail no later than 23 December 2002. As of the time of the organizational meeting, six At-Large members had made that election, so that the Transition Board consisted of the following members: Amadeu Abril i Abril, Ivan Moura Campos, Vint Cerf, Lyman Chapin, Jonathan Cohen, Mouhamet Diop, Masanobu Katoh, Hans Kraaijenbrink, Sang-Hyon Kyong, Stuart Lynn, Andy Mueller-Maguhn, Alejandro Pisanty, Nii Quaynor, Helmut Schink, Francisco A. Jesus Silva, and Linda S. Wilson. (Subsequently, two other At-Large members elected to serve on the Transition Board, as reflected in the 24 December 2002 Secretary's Notice.)

All members of the Transition Board at the time of the organizational meeting attended that meeting in person. Vint Cerf, the Chairman of the Board under the Old Bylaws, assumed the role of temporary chair of the organizational meeting for purposes of calling it to order at 9:31 a.m. local time (08:31 UTC).

Welcome to New Directors

Dr. Cerf welcomed Mouhamet Diop and Francisco A. Jesus Silva, who had just begun service as members of the ICANN Board.

Election of Board Chairman and Vice-Chairman

Dr. Cerf noted that the first order of business was the election of the Transition Board's Chairman and Vice-Chairman. Dr. Campos moved, with a second by Mr. Chapin, that the Board adopt the following resolution:

Resolved [02.160] that Vinton Cerf is elected as Chairman of the Transition Board under Article XX, Section 2(2) of the Bylaws, 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 motion was adopted by acclamation. Dr. Wilson moved, with a second by Mr. Kraaijenbrink, that the Board adopt the following resolution:

Resolved [02.161] that Alejandro Pisanty is elected as Vice-Chairman of the Transition Board under Article XX, Section 2(2) of the Bylaws, 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 motion was also adopted by acclamation.

Election of Corporate Officers

Dr. Cerf suggested that the existing ICANN corporate officers should be re-elected, and moved that the Board adopt the following three resolutions:

Resolved [02.162] 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 [02.163] 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 [02.164] that Diane Schroeder 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 her office until her resignation, removal, or other disqualification from service, or until her successor shall be elected and qualified.

After Dr. Kyong seconded the motion, it was adopted by acclamation, with Stuart Lynn noting his abstention.

There being no further business, the meeting was adjourned at 9:38 a.m. local time (08:38 UTC).

_______________________
Louis Touton
Secretary

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