Internet Corporation for Assigned Names and Numbers

Special Meeting of the Board Preliminary Report

12 February 2002

Posted 16 February 2002

The ICANN Board of Directors held a meeting by teleconference on 12 February 2002. Directors Vint Cerf (chairman), Amadeu Abril i Abril, Rob Blokzijl, Ivan Moura Campos, Lyman Chapin, Jonathan Cohen, Phil Davidson, Frank Fitzsimmons, Masanobu Katoh, Hans Kraaijenbrink, Sang-Hyon Kyong, Stuart Lynn, Andy Mueller-Maguhn, Jun Murai, Alejandro Pisanty, Nii Quaynor, and Linda S. Wilson participated. The Board adopted the following resolutions:

Reconsideration Requests

(The following resolution was approved 16-1-0, with Mr. Mueller-Maguhn voting against.)

Resolved [02.09] that the Reconsideration Committee's Recommendation RC 01-5 is adopted for the reasons stated in that recommendation.

(The following resolution was approved 16-1-0, with Mr. Mueller-Maguhn voting against.)

Resolved [02.10] that the Board adopts the designation of ICP-1, ICP-2, and ICP-3 as members of the ICP series of documents.

(The following resolution was approved 17-0-0.)

Resolved [02.11] that the Board adopts the practice that additional designations of documents in the ICP series be made only upon Board endorsement.

Bylaw Amendment Regarding Term Alignment

(The following resolution was approved 16-0-1, with Dr. Kyong abstaining due to self-recusal.)

Whereas, at its third annual meeting on 15 November 2001 the Board informally requested the General Counsel to prepare and post for public comment a proposal to amend the bylaws to have the terms of the directors selected by the Supporting Organizations begin and end at the conclusion of ICANN's annual meeting of the year in which replacements are selected;

Whereas, the General Counsel prepared proposed bylaw revisions and they were posted for public comment, with a deadline for public comments on 31 January 2002;

Whereas, five comments were received and reviewed by the Board;

Whereas, the Board concludes that the proposed bylaw revisions, amended to eliminate also the phrase "beginning in the year 2000" from proposed Article V, Section 9(b) (that clarifying elimination is not intended to affect the meaning of the provision), would be in the best interest of ICANN;

Resolved [02.12] that the Board adopts the following amendments to the ICANN Bylaws, to become effective immediately:

Article V, Section 9(b) is amended to read:

(b) Prior to October 1 of each year, each Supporting Organization entitled to select a Director (other than an Original Director selected by the Supporting Organization under Section 2 of this Article) shall make its selection according to the procedures specified by Article VI (including Articles VI-A, VI-B, and VI-C). The Supporting Organization shall give the Secretary of the Corporation written notice of the selection within fifteen days after that selection.

The preamble to Article V, Section 9(c) is amended to read:

(c) The regular term of office of a Director shall be as follows:

Article V, Section 9(c)(4) is amended to read:

4. The staggered terms of the Original Directors selected by any Supporting Organization as provided by Section 2 of this Article shall extend until the conclusion of the second, third, and fourth Annual Meeting of the Corporation, respectively, after the Supporting Organization's notification of their selections and designations is received by the Secretary.

Article V, Section 9(c)(5) is added to read:

5. The term of a Director selected by any Supporting Organization to succeed a Director previously selected by it (other than a Director selected to fill a vacancy) shall expire at the conclusion of the third Annual Meeting of the Corporation after the one at the conclusion of which the term of the Director's predecessor expired.

Approval of .jp ccTLD Sponorship Agreement

(The following resolution was approved 15-0-1, with Dr. Murai abstaining due to self-recusal and Mr. Fitzsimmons having left the meeting.)

Whereas, negotiators for Japan Registry Services Co., Ltd., and ICANN have reached agreement, subject to the ICANN Board's approval, on the terms of a ccTLD Sponsorship Agreement for the .jp top-level domain according to the model ccTLD agreement for triangular situations, adapted to the particular circumstances of the .jp top-level domain, and those terms have been posted on the ICANN web site;

Whereas, the President and General Counsel have recommended that the Board authorize entry of the ccTLD Sponsorship Agreement as negotiated;

Resolved [02.13] that the President is authorized to enter on behalf of ICANN the ccTLD Sponsorship Agreement for .jp as posted on the ICANN website, along with any minor corrections or adjustments as appropriate;

Resolved [02.14] that, upon signature of the agreement, the President is authorized to take such actions as appropriate to implement the agreement.

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