Internet Corporation for Assigned Names and Numbers

Voting Transcript of Board Meeting

28 February 2006

VeriSign Settlement Approval

>>VINT CERF: I am going to ask that we go on the record now, and put this matter to rest one way or another.

So we have a scribe.

>>PETER DENGATE THRUSH: Vint, I think Raimundo is trying to come in.

>>VINT CERF: So we are now on the record. And let me ask Hagen to vote first since he has to leave.

By the way, you are on the record. You may make a statement, if you wish, prior to your vote.

Hagen .

>> HAGEN HULTZSCH: I vote yes, and I have made it clear to everybody why I vote yes.

>>VINT CERF: Okay. Paul Twomey.

>>PAUL TWOMEY: I vote yes.

>>VINT CERF: Mouhamet Diop, how do you vote?

>>MOUHAMET DIOP: I vote yes.

>>VINT CERF: Alex Pisanty.

>>ALEJANDRO PISANTY: I vote yes. I have considered many aspects of this matter. I think that the risks that are incurred have been adequately buffered in the contract terms; that many of the arguments that the community has expressed have been in an environment where more cool discussion has been precluded, and that we will be able to explain in detail the rationale that -- in favor this contract.

>>VINT CERF: Thank you, Alex.

Susan, how do you vote?

>>SUSAN CRAWFORD: I would like to ask that the statement that I sent to the board list be inserted into the record, I won't read it here, and I vote no.

>>VINT CERF: Thank you, Susan. We will include the statement you sent in the record. Peter, how do you vote?

>>PETER DENGATE THRUSH: I vote no, and I'd just like to say that I appreciate it's a tough issue and that lots of good work has been done by all concerned in the community and the board and by the staff. But my eventual conclusion by a narrow margin is that the agreement, linked with the .COM renewal is not in the best interest of ICANN.

I am concerned about the concept of perpetual renewal and would have preferred that (which was not approved by the community when it was first started) was something we should have been looking to renegotiate back. And I think linking that with price issues, again without reference to the community, is not appropriate.

I am also concerned about other matters which have been raised extensively by the community, and just mention at this stage the exclusion of data mining.

I think we have had a problem in that with our policy development process, some of the timing is out of step. That's now caught up and agrees with much of what's in the agreement. I think VeriSign's main concenrns) has now really been dealt with by that process and that we don't need to link .COM renewal to the litigation.

I am also concerned about the almost unanimous outcry from the community, but I would, as a director, have no hesitation in voting for this if I thought it was in ICANN's best interests.. But as I don't, I have become very much concerned about the consequences of the lack of support at this time in the community.

I'm also concerned about the linking of the ICANN budget with all of this process and the fact that as far as the community was concerned, it was all negotiated behind closed doors.

So I'm voting no.

>>VINT CERF: Thank you, Peter.

Veni Markovski, are you voting?

>>VENI MARKOVSKI: Yes, I'm voting yes.

>>VINT CERF: Thank you.

Njeri Rionge?

>>NJERI RIONGE: I am voting no.

>>VINT CERF: Thank you, Njeri.

(Beeping.)

I don't know who fell off. I hope that will stop in a minute.

>> Hello?

>>VINT CERF: Hello.

Demi Getschko.

>> Hello?

>>VINT CERF: Hello? Who is on?

>> Hello?

>>VINT CERF: Demi, are you on?

>> Hello. This is Raimundo Beca here.

>>VENI MARKOVSKI: Demi has said he just lost connection.

>>VINT CERF: Who was it that fell off?

>> Demi.

>>VINT CERF: Oh, Demi. All right. I hope he gets back on again.

Hualin Qian, how do you vote?

>>HUALIN QIAN: Vote for yes.

>>VINT CERF: Thank you.

Vanda Scartezini.

>>VANDA SCARTEZINI: Yeah, I would like to make some --

>>VINT CERF: Yes, you do?

>>VANDA SCARTEZINI: -- ideas. I have considered deeply all concerns from the community and also appreciate all that (inaudible) with me. I still have important objections about some points in these agreements, but I have also considered the amount of effort, work and time and funds we already spent with this subject.

Remember that such money comes from the community.

While we have many other issues in the board's pipeline that the community is paying to be addressed. And there are whole-duty discussion about .COM agreement.

But in the end, balancing all the pros and the evils in this concerning, I have conclude that rejecting the agreements won't contribute to improve the agreement itself. So I will vote in favor to continue. So my vote is yes.

>>VINT CERF: Thank you, Vanda.

Demi Getschko, have you rejoined the call?

>>DEMI GETSCHKO: Yes, I just rejoined the call.

>>VINT CERF: Can you say how you are voting, and do you want to have a statement?

>>DEMI GETSCHKO: Yeah, it's a very difficult decision. I really want to have space for improvements in the contract. I really am not quite sure that there is no room for more improvement.

Given the fact that the right is there is no room for more improvement, I really want to go forward. Maybe we can accept what we have on the table. But my concern is we have to fight for improvement in this contract.

Okay. I vote yes.

>>VINT CERF: Thank you, Demi.

Mike Palage.

(Beeping.)

>>MICHAEL PALAGE: Hello?

>>VENI MARKOVSKI: Yeah, Mike, we can hear you.

>>MICHAEL PALAGE: Okay, over the beeps.

I have abstained as I have done on the two previous votes in connection with the settlement agreement. I will be releasing a statement as soon as I am able to get -- as soon as I am able to have that statement reviewed by certain board members and the general counsel to make sure -- prior to publicly releasing it. So I abstain.

Joichi Ito, how do you vote?

>>JOICHI ITO: I vote no, and I guess I would like to make a statement, which is that, as with everyone else, I put a great deal of effort into trying to make an independent assessment of what I believe the merits and demerits are. And at a very narrow margin, I feel -- and I won't go into the details of the reasoning because it's quite complex, but for the overall long-term benefit of ICANN, I believe that I should be voting no.

>>VINT CERF: Thank you very much, Joi.

I know that was a very hard choice for all of us, one way or another.

Raimundo, how do you vote?

>>RAIMUNDO BECA: I vote no and I want to make a statement.

>>VINT CERF: Okay.

>>RAIMUNDO BECA: My statement is the following --

Number one, (inaudible) doesn't tell me --

(Beeping.)

>>VINT CERF: Raimundo, I don't know if you can hear the busy tone but it's going to be very hard for the scribe to take your statement. Is it possible that we could take a written statement to include in the record?

>>RAIMUNDO BECA: I cannot (inaudible).

>>VENI MARKOVSKI: Raimundo, can you wait until the beeps disappear?

Okay.

>>VINT CERF: Here we go.

>>RAIMUNDO BECA: [[SECRETARY'S NOTE: THERE WAS A TECHNICAL ISSUE DURING THE MEETING WHICH MADE IT DIFFICULT TO DETECT THE ACTUAL STATEMENT BY DIRECTOR RAIMUNDO BECA, ACCORDINGLY DIRECTOR BECA'S STATEMENT HAS BEEN CLARIFIED IN HIS PERSONAL STATEMENT WHICH IS SET OUT ON THE BOARD STATEMENTS PAGE.]] My statement is the following.

Number one, VeriSign litigation against ICANN doesn't (inaudible) contract for the $6 current rate. Number two, VeriSign offered the (inaudible) to .NET (inaudible).

Number 3, nevertheless, the settlement agreement as a continuation between ICANN (inaudible) on four out of the following six years without any way to justify the corresponding cost.

Number four, justifying cost, VeriSign may increase rates in the two other years.

Number 5, the role of the (inaudible) on this issue have not really been (inaudible).

Number 6 shall the seven months of (inaudible) that normally should be based in (inaudible).

Number 7, (inaudible). Calculator (inaudible) costs.

(Inaudible) to the board for almost two weeks with no response at all. So I have to (inaudible).

(Inaudible.)

>>VINT CERF: Thank you, Raimundo. I want to make sure that the scribe provides a text copy of the transcription so that we can make sure that your comments have been correctly recorded.

I think I am the last person to vote, and I vote yes on the grounds that --

>>MOUHAMET DIOP: Vint, This is Mouhamet.

>>VINT CERF: I'm sorry; yes?

>>MOUHAMET DIOP: Since we are on the record, I want to make a statement. I have said that I vote yes, and I just want to make a public statement on the record, if I may.

>>VINT CERF: All right. Why don't you go ahead and I will delay my comments.

>>MOUHAMET DIOP: All right. Thank you, Vint. I'm sorry to come in late, but my statement is as follows.

The first thing is I have vote yes. It doesn't mean that I am happy with all the agreement, but it means it's a compromise.

The second thing is we think that we have -- we have very strong organization, but I think that there is room for improvement because we're not yet and we have a very -- we have very much to do in the (inaudible). The (inaudible) is a big issue, the organization cannot do anything. And if I look all around, it seems to me that ICANN is not as strong as we want it to be. And we have built a lot of things with other constituencies, and I think it's very important at that point that we try to secure what we have and try to move forward.

The third thing is I think that it's very important at that point that ICANN thinks about what are we going to do in case that we have a {deficit?} on the budget and what's going to be our goal in order to avoid people to look at ICANN as a new organization that's only goal is to get as much as money as it can but without any clear direction of what it's going to do on that money.

So these are the point I want to make. And I'm really concerned about having a path to some developing funds that we have already state. And if we, as an organization, have access to a budget, I think we should really care about people who don't have access and what we can do on that in order to move forward. Thanks very much.

>>VINT CERF: Thank you very much, Mouhamet.

Veni also wanted to make a statement. I'm sorry; I didn't understand that you wanted to earlier. Please go ahead.

>>VENI MARKOVSKI: Yeah. I just wanted to say that I voted yes because we are in the position to take a decision, and I have had a lot of arguments whether I should vote or whether I should not vote and whether I have conflict or I don't have a conflict. But I decided at the end that I need to vote, and luckily all my colleagues supported me in this decision because we needed to move forward.

And regardless of the fact that neither me or probably anyone else is 100 percent happy with all the clauses in this agreement, I believe it can be in the Internet's -- I'm sorry, I believe it's in the interest of the Internet community and in the interest of the Internet to have such an agreement rather than to continue with litigations, fights, uncertainty, and basically bring the stability of the Internet to a lower level.

And I also want to ask the board to make sure that we keep the organization and we develop the organization that is ICANN as open and transparent as possible, and we use -- I want to urge also to use the last few paragraphs of Susan's statement as a good beginning for development of ICANN from now on. Thanks.

(Interruption by the scribe.)

>>VINT CERF: Raimundo, if you can hear me, would you be so kind as to prepare a written --

>>RAIMUNDO BECA: After the end of the meeting, because it is not possible because I have only one line.

>>VINT CERF: Even after this meeting, that's fine.

Will that be all right, Raimundo?

>>RAIMUNDO BECA: Yes.

>>VINT CERF: Okay. Thank you. And thank you, Teri. We appreciate your alerting us to that.

In simple terms, I believe that we will not get any more out of the negotiations than we have already gotten, and that this particular litigation serves no fruitful purpose.

We will undoubtedly experience other litigation and perhaps some of the existing suits will continue. We may never be free of litigation forever, but I think whenever we can avoid it we are well served to find ways to settle matters outside of the litigation, so I am voting yes.

Thank you. My tally says there are nine in favor, five against, and one abstention. So at this point, the staff is instructed to proceed with finalizing both the agreement and the contract with VeriSign.

>>JOHN JEFFREY: Vint, this is John. Just a point of clarification. Did you want to adopt the statement of the board on behalf of the members that were --

>>VINT CERF: We haven't gotten to that yet. And that's the next issue.

I would like to find out whether the board is prepared to discuss that statement or not. So let's find out whether, in fact, it's possible to adopt the proposed statement describing the rationale for having it.

>>PAUL TWOMEY: Vint, it's Paul.

>>VINT CERF: Yes, Paul.

>>PAUL TWOMEY: I'm sorry. I wonder if it's possible for me to be able to make a statement as well.

>>VINT CERF: I'm sorry. Yes, I didn't know that you wanted to.

>>PAUL TWOMEY:

Yeah. Okay. Thank you.

I just want to make three points.

First of all, I want to express, both as the CEO and as a board member, my appreciation to all the members of the community who have been involved in dialogue on this proposed settlement and agreement. I have very much appreciated the thought and the input and the interest and the concerns they have expressed.

The input from the community was very valuable and has certainly contributed, I think, to a better outcome.

Secondly, I'd like to recognize that this particular issue has been something that in some respects has dominated the last two years of my being the president, indeed since the beginning of the Site Finder episode. I would like to express for myself and for the staff who have been involved, and I know for all board members, past and present, who have been involved in this whole process, that it has been a very difficult process, constrained by a lot of what is the possible as opposed to what one would like to really achieve, constrained by the realities of past decisions and the related multi-party nature of the related agreements, made more complex by the laws governing public announcements concerning listed companies, as well as the "simple" pressures of the discussions.

But I would also like to recognize, that in their striving to achieve the best that one possibly can within limitations, the board and staff's dedication to trying to achieve the best possible outcome for the ICANN community. And that I know this process has been controversial and has caused lots of discussion, but I remain very impressed and pleased by that commitment that I have seen amongst my colleagues to try to constantly ask the questions: what's the best thing for the ICANN community and the best thing for the Internet, as we have gone through this process.

The final part of my statement is that as a community we now have a lot of other issues that are very pressing, and I hope that we find opportunities now to really talk to those. In particular, I think the whole issue of new gTLDs and how they introduced and the issues of internationalized domain names in the TLDs, to give just two examples, are defining issues for the ICANN community over the next year or two. And I really hope we can direct our attentions now to, as Mouhamet said, really addressing a lot of issues that we have before us that are important for the wider body of Internet users.

Thank you.

>>VINT CERF: Thank you very much, Paul.

Approval of Directors' Expenses

>>VINT CERF: Are there any other comments before we proceed to a vote?

Okay. All those in favor, please say aye.

>> Aye.

>>VINT CERF: Are there any opposed?

Are there any abstentions?

Okay. So Mr. Secretary.

>>ALEJANDRO PISANTY: Vint, Alejandro Pisanty, I was on mute. May I add a comment here?

>>VINT CERF: Yes, please, Alex. Go ahead.

>>ALEJANDRO PISANTY: Just the bulk of the expenses being approved is being repaid to my university. There was pre-approval requests in some cases and not in others, which was explained in Vancouver. In some cases announcing the funding from ICANN would have compromised our ability to freely interact with people from many other countries.

>>VINT CERF: Understood.

>>MICHAEL PALAGE: And Vint, this is Mike, just a procedural matter. Just John, I assume Hagen has dropped off.

>>VINT CERF: Yes, Hagen has.

>>JOHN JEFFREY: Yes. Thank you.

Consideration of ccNSO's Recommendations 1, 6, 7 and 8 on Proposed ICANN Bylaws Changes

>>VINT CERF: That is correct. That's the only one. I'm not going to do these en masse. We will do each of these separately. So that's the only one we're putting on the table. It's been moved and seconded. Is there any further discussion of this resolution?

All those in favor, please say aye.

>> Aye.

>>VINT CERF: Are there any opposed? Are there any abstentions? The motion passes.

Let's go to the next one with regard to recommendations 2, 4 and 5.

Consideration of ccNSO's Recommendations 2, 4 and 5 on Proposed ICANN Bylaws Changes

>>VINT CERF: Okay. Any other comments on this resolution? All those in favor? Please say aye.

>> Aye.

>>VINT CERF: Any opposed? Are there any abstentions?

Mr. Secretary, the motion passes.

(Off the record.)

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