Internet Corporation for Assigned Names and Numbers

Preliminary Report | Special Meeting of the Board

2 June 2003

(Posted 3 June 2003)

ICANN's Transition Board of Directors held a meeting by teleconference on 2 June 2003. Directors Vint Cerf (chairman), Amadeu Abril i Abril (joined, and then departed, while meeting in progress), Karl Auerbach, Ivan Moura Campos, Lyman Chapin, Jonathan Cohen, Mouhamet Diop, Masanobu Katoh, Hans Kraaijenbrink, Sang-Hyon Kyong, Andy Mueller-Maguhn, Alejandro Pisanty (joined while meeting in progress), Helmut Schink, Francisco da Silva, Paul Twomey, and Linda S. Wilson participated. The Board adopted the following resolutions:

Approval of Minutes

Resolved [03.70] that the minutes of the annual meeting of the Board held on 16 November 2000 are hereby approved and adopted by the Board as presented.

(The Board approved the above resolution by a 9-0-5 vote, with Mr. Auerbach, Mr. Diop, Mr. Mueller-Maguhn, Mr. da Silva, and Dr. Twomey abstaining.)

Resolved [03.71] that the minutes of the regular meeting of the Board held on 13 March 2001 are hereby approved and adopted by the Board as presented.

(The Board approved the above resolution by a 11-0-3 vote, with Mr. Diop, Mr. da Silva, and Dr. Twomey abstaining.)

Resolved [03.72] that the minutes of the regular meeting of the Board held on 4 June 2001 are hereby approved and adopted by the Board as presented.

(The Board approved the above resolution by a 11-0-3 vote, with Mr. Diop, Mr. da Silva, and Dr. Twomey abstaining.)

Resolved [03.73] that the minutes of the annual meeting of the Board held on 15 November 2001 are hereby approved and adopted by the Board as presented.

(The Board approved the above resolution by a 12-0-3 vote, with Mr. Diop, Mr. da Silva, and Dr. Twomey abstaining.)

Resolved [03.74] that the minutes of the regular meeting of the Board held on 14 March 2002 are hereby approved and adopted by the Board as presented.

(The Board approved the above resolution by a 12-0-3 vote, with Mr. Diop, Mr. da Silva, and Dr. Twomey abstaining.)

Resolved [03.75] that the minutes of the regular meeting of the Board held on 31 October 2002 are hereby approved and adopted by the Board as presented.

(The Board approved the above resolution by a 12-0-3 vote, with Mr. Diop, Mr. da Silva, and Dr. Twomey abstaining.)

Resolved [03.76] that the minutes of the regular meeting of the Board held on 27 March 2003 are hereby approved and adopted by the Board as corrected.

(The Board approved the above resolution by a 14-0-1 vote, with Dr. Twomey abstaining.)

Resolved [03.77] that the minutes of the special meeting of the Board held on 25 April 2003 are hereby approved and adopted by the Board as presented.

(The Board approved the above resolution by a 12-0-3 vote, with Dr. Campos, Dr. Kyong, and Dr. Schink abstaining.)

Reconsideration Requests

Resolved [03.78] that the Reconsideration Committee's Recommendation RC 02-5 is adopted for the reasons stated in that recommendation.

(The Board approved the above resolution by a 14-1-0 vote, with Mr. Auerbach voting against.)

Whereas, in resolution 02.100 the Board authorized the President and General Counsel to conduct negotiations on behalf of ICANN toward appropriate revisions to the .com and .net registry agreements between ICANN and VeriSign to provide for the offering of a wait-listing service (WLS) as proposed by VeriSign, with various additional conditions;

Whereas, in request for reconsideration RC 02-6 VeriSign requested reconsideration of some of those conditions;

Whereas, the Reconsideration Committee has recommended that Condition c be revised, but that the Board take no other action on reconsideration request RC 02-6;

Resolved [03.79] that the Reconsideration Committee's Recommendation RC 02-6 is adopted for the reasons stated in that recommendation; and

Further resolved [03.80] that resolution 02.100 is hereby revised so that the President and General Counsel are authorized to conduct negotiations on behalf of ICANN toward appropriate revisions to the .com and .net registry agreements between ICANN and VeriSign to provide for the offering of a WLS as proposed by VeriSign, with the following additional conditions:

(a) Subscriptions under the WLS in the .com and .net top-level domains shall not be taken by VeriSign Global Registry Services until at least six months have elapsed after implementation of the Redemption Grace Period for all deleted names in those top-level domains;

(b) No preference in connection with, or exclusion from, WLS shall be given because of any registrar-level reservation service;

(c) To avoid an incumbent registrar acquiring a preference in obtaining a WLS subscription through advance knowledge of or control over the deletion of a domain-name registration, there shall be appropriate limitations on that registrar's ability to obtain a WLS subscription on any domain name that it is concurrently sponsoring in the registry;

(d) With regard to transparency of information regarding WLS subscriptions, there shall be an effective mechanism for actively notifying the current domain-name holder upon the placing of a WLS subscription on the name, without revealing the identity of the party holding the WLS subscription;

(e) The WLS shall be offered for a trial period of twelve months, with subscriptions offered for a one-year term so that they last no longer than one year past the end of the trial period; and

(f) There shall be a data-gathering and evaluation program, to be specified in the negotiated revisions to the agreements, that includes mechanisms for analyzing whether the WLS harms the legitimate interests of consumers or others.

(The Board approved the above resolutions by a 15-0-0 vote.)

Amendments to Bylaws

Whereas, on 11 May 2003, the General Counsel posted various proposed amendments to the bylaws to correct various technical flaws;

Whereas, the General Counsel invited comments from the Board and community regarding this proposal;

Whereas, on 31 May 2003 the General Counsel posted a discussion of the comments received with a slightly revised proposal for technical corrections to the bylaws;

Whereas, after considering the General Counsel's revised proposal, the Board concludes that adoption of the amendments to the bylaws as stated in that proposal would be in the best interest of ICANN;

Resolved [03.81] that the Board adopts the proposed amendments to the bylaws shown in Appendix A to these minutes (amending Article IV, Section 4; Article VII, Section 8; Article X, Sections 3 and 5; Article XI, Section 2, and Article XIV; and adding Article VII, Section 9).

(The Board approved the above resolution by a 16-0-0 vote.)

.biz Redemption Grace Period

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 negotiations have been completed with NeuLevel, the operator of the .biz registry, for amendments to Appendices C, G, O, and T of the .biz registry agreement to provide for implementation of the Redemption Grace Period in .biz in substantial conformity with the 7 June 2002 Technical Steering Group proposal, and has recommended that those appendices be amended accordingly, with any appropriate conforming adjustments to other appendices;

Whereas, the Board has reviewed the negotiated revisions to Appendices C, G, O, and T and concludes that the amendments should be made as recommended;

Resolved [03.82] that the President is authorized to enter into an amendment to the .biz registry agreement to include the revisions to Appendices C, G, O, and T, as well as to make appropriate conforming amendments to other parts of the appendices to that agreement.

(The Board approved the above resolution by a 16-0-0 vote.)

WIPO-2 Recommendations

Whereas, the World Intellectual Property Organization (WIPO) sent ICANN a letter dated 21 February 2003 providing information about two decisions, concerning recommendations about the names and acronyms of International Intergovernmental Organizations and about the names of countries, which WIPO member states requested be transmitted to ICANN;

Whereas, in resolution 03.22 the Board requested the President to inform the Governmental Advisory Committee, the Supporting Organizations, and the other Advisory Committees of the 21 February 2003 letter from WIPO and to invite their comments;

Whereas, advice and comments were received from the At-Large Advisory Committee (ALAC), the GNSO Council, the Governmental Advisory Committee (GAC), and the Intellectual Property Interests and the Commercial and Business Users Constituencies of the GNSO;

Whereas, the Board has considered the advice and comments received, as well as the discussion and analysis in the 1 June 2003 General Counsel's Briefing Concerning Policy-Development Process on WIPO-2 Recommendations;

Resolved [03.83] that the President is directed to form, in consultation with the chairs of the GNSO Council, the ALAC, and the GAC, a working group including participants in the GNSO, the ALAC, and the GAC as well as Board members, for the purpose of analyzing the practical and technical aspects of implementing the WIPO recommendations, and notably the implications for the UDRP; and

Further resolved [03.84] that the President and General Counsel are directed to investigate and analyze legal aspects of the relationship between ICANN's mission and the recommendations conveyed by the 12 February 2003 letter from WIPO, and to report to the Board and to the working group formed under resolution 03.83 on the result of that investigation and analysis. Among topics to be considered should be whether implementation of the WIPO recommendations would require ICANN to prescribe adherence to normative rules, not based on established laws, for the resolution of competing third-party claims to rights to register names.

(The Board approved the above resolutions by a 15-1-0 vote, with Mr. Auerbach voting against.)

ccTLD Agreement for .tj (Tajikistan)

Whereas, on 10 March 2000, in resolution 00.13, the Board authorized the President and staff to work with the ccTLD managers, Governmental Advisory Committee, and other interested parties to prepare draft language for ccTLD contracts, policy statements, and/or communications, including appropriate funding arrangements, to be presented to the Board and posted for public comment as soon as practicable;

Whereas, on 13 March 2001, in resolution 01.37, the Board directed ICANN management to press forward with continued vigor toward the completion of draft legacy agreements, and to pursue, as needed, acceptable ccTLD agreements in triangular situations;

Whereas, negotiators for the Information Technical Center and ICANN have reached agreement, subject to the ICANN Board's approval, on the terms of a ccTLD Sponsorship Agreement for the .tj top-level domain;

Whereas, the President recommends that authorization be given to enter into this agreement;

Resolved [03.85] that the President is authorized to enter on behalf of ICANN the ccTLD Sponsorship Agreement for .tj in the form provided to the Board, with any minor corrections or adjustments as appropriate; and

Further resolved [03.86] that, upon signature of the agreement, the President is authorized to take such actions as appropriate to implement the agreement.

(The Board approved the above resolutions by a 15-1-0 vote, with Mr. Mueller-Maguhn voting against.)

ccTLD Agreement for .pw (Palau)

Whereas, on 10 March 2000, in resolution 00.13, the Board authorized the President and staff to work with the ccTLD managers, Governmental Advisory Committee, and other interested parties to prepare draft language for ccTLD contracts, policy statements, and/or communications, including appropriate funding arrangements, to be presented to the Board and posted for public comment as soon as practicable;

Whereas, on 13 March 2001, in resolution 01.37, the Board directed ICANN management to press forward with continued vigor toward the completion of draft legacy agreements, and to pursue, as needed, acceptable ccTLD agreements in triangular situations;

Whereas, negotiators for the Micronesia Investment and Development Corporation and ICANN have reached agreement, subject to the ICANN Board's approval, on the terms of a ccTLD Sponsorship Agreement for the .pw top-level domain;

Whereas, the President recommends that authorization be given to enter into this agreement;

Resolved [03.87] that the President is authorized to enter on behalf of ICANN the ccTLD Sponsorship Agreement for .pw in the form provided to the Board, with any minor corrections or adjustments as appropriate; and

Further resolved [03.88] that, upon signature of the agreement, the President is authorized to take such actions as appropriate to implement the agreement.

(The Board approved the above resolutions by a 15-1-0 vote, with Mr. Mueller-Maguhn voting against.)

ccTLD Agreement for .ky (Cayman Islands)

Whereas, on 10 March 2000, in resolution 00.13, the Board authorized the President and staff to work with the ccTLD managers, Governmental Advisory Committee, and other interested parties to prepare draft language for ccTLD contracts, policy statements, and/or communications, including appropriate funding arrangements, to be presented to the Board and posted for public comment as soon as practicable;

Whereas, on 13 March 2001, in resolution 01.37, the Board directed ICANN management to press forward with continued vigor toward the completion of draft legacy agreements, and to pursue, as needed, acceptable ccTLD agreements in triangular situations;

Whereas, negotiators for the Information and Communications Technology Authority and ICANN have reached agreement, subject to the ICANN Board's approval, on the terms of a ccTLD Sponsorship Agreement for the .ky top-level domain;

Whereas, the President recommends that authorization be given to enter into this agreement;

Resolved [03.89] that the President is authorized to enter on behalf of ICANN the ccTLD Sponsorship Agreement for .ky in the form provided to the Board, with any minor corrections or adjustments as appropriate; and

Resolved [03.90] that, upon signature of the agreement, the President is authorized to take such actions as appropriate to implement the agreement.

(The Board approved the above resolutions by a 15-1-0 vote, with Mr. Mueller-Maguhn voting against.)

Board Governance Committee

Resolved [03.91] that the Board hereby approves the Board Governance Committee Procedures for Board Nominations prepared by the Board Governance Committee and recommended by it on 22 May 2003 and the Guidelines for Directors memorandum prepared by the General Counsel, which was originally dated 12 November 2000 and was revised on 2 June 2003.

(The Board approved the above resolutions by a 15-0-0 vote.)

Travel Funding for Nominating-Committee-Appointed ALAC and GNSO Council Members

Whereas, the Chair of the Nominating Committee has presented a request to the Board to offer reimbursement to the five members of the At-Large Advisory Committee and the three members of the GNSO Council who are appointed by the Nominating Committee for travel to and accommodations while at the June 2003 ICANN meeting in Montréal;

Whereas, the Board believes that funding that attendance by these eight individuals will facilitate their orientation and otherwise will promote the effective operation of ICANN;

Resolved [03.92] that the Board increases the level of authorized spending for implementation of reform in the 2002-2003 ICANN budget, by US$ 45,000 to fund travel and accommodations expenses of the five members of the At-Large Advisory Committee and the three members of the GNSO Council who are appointed by the Nominating Committee, while they are attending the June 2003 ICANN meeting in Montréal.

(The Board approved the above resolutions by a 15-0-0 vote.)

Replacement of General Counsel and Secretary

Whereas, Louis Touton, ICANN's current Vice President, Secretary, and General Counsel, has announced his intention to resign from those positions and to leave the employment of ICANN in late-June 2003;

Whereas, Article XIII, Section 1, of the bylaws requires that ICANN have a President, a Secretary, and a Chief Financial Officer as corporate officers, but places the choice of whether to appoint other corporate officers within the discretion of the Board;

Whereas, Item 2 of the GNSO Policy Development Process (PDP), which constitutes Annex A to the Bylaws, specifies certain analysis of ICANN's General Counsel to occur in connection with the operation of the PDP;

Whereas, ICANN's President has proposed a new staff organization plan for ICANN, to be phased in over the next several months, that will entail two Vice Presidents (of Business Operations and of Supporting Organizations and Committee Support) in separate positions from the position of General Counsel and Secretary;

Whereas, the President has taken steps to begin recruitment for the position of General Counsel and Secretary, but it is unlikely that a permanent replacement will be found to serve in those positions before Mr. Touton's departure;

Resolved [03.93] that the President is authorized to engage one or more outside attorneys, licensed to practice law in the State of California, to serve as ICANN's Counsel for the period commencing with Mr. Touton's resignation as General Counsel, including by performing those functions of the ICANN General Counsel that are contemplated to be performed in the course of the PDP, during the period until a permanent replacement for Mr. Touton is elected by the Board to the position of General Counsel and duly qualified, or until termination of the engagement by the President; and

Further resolved [03.94] that Daniel E. Halloran is hereby elected, effective upon Mr. Touton's resignation as Secretary, to serve as Acting Secretary, at the discretion of the Board and in accordance with the Bylaws, and until a permanent replacement for Mr. Touton is elected by the Board to the position of Secretary and duly qualified, or until Mr. Halloran's resignation, removal, or other disqualification from service.

(The Board approved the above resolutions by a 15-0-0 vote.)

Other Matters

The Board discussed the status of and schedule for preparation of a Request for Proposals for sponsored top-level domains. The Board also discussed arrangements for the 22-26 June 2003 ICANN meeting in Montréal.

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