ICANN | Minutes | 4 March 1999

Minutes

Special Meeting of the Board
4 March 1999

INTERNET CORPORATION FOR ASSIGNED NAMES AND NUMBERS
MINUTES OF MEETING

March 4, 1999
Draft posted March 24, 1999
Formal approval October 24, 1999

A meeting of the Board of Directors of the Internet Corporation for Assigned Names and Numbers (the "Corporation") was held at 9:00am local time at the Pan Pacific Hotel in Singapore on March 4, 1999. Of the initial Directors of the Corporation, the following were present either in person or by telephone: Geraldine Capdeboscq, George H. Conrades, Gregory L. Crew, Esther Dyson, Frank Fitzsimmons, Hans Kraaijenbrink, Jun Murai, and Michael Roberts. Of the initial Directors of the Corporation: (i) Geraldine Capdeboscq participated in the meeting by telephone until the point noted in the minutes below; and (ii) Eugenio Triana and Linda S. Wilson were absent. Also present at the meeting were Joe Sims, Mike Weinberg (by telephone), Jeff LeVee (by telephone), and Louis Touton (by telephone) of Jones, Day, Reavis & Pogue; and Andrew McLaughlin, Molly Shaffer Van Houweling, and Suzanne Woolf of the Internet Corporation for Assigned Names and Numbers. Andrew McLaughlin acted as secretary for the meeting.

The meeting was called to order by Esther Dyson. Opening the meeting, Mike Roberts introduced the Board to Suzanne Woolf, outlining her role on the ICANN/IANA staff and as staff to the Root Server System Advisory Committee.

DOMAIN NAME SUPPORTING ORGANIZATION

Joe Sims outlined the status of the Paris and Barcelona-Monterrey-Washington applications for DNSO recognition and the statement of consensus principles facilitated by CENTR. Mike Roberts then presented to the Board the staff's proposal that the Board: (i) accept neither application in full; (ii) discuss and, where possible, resolve the remaining areas of disagreement between the Paris and BMW drafts, in light of comments received in Singapore and elsewhere, by email, and on the ICANN website; (iii) prepare and approve a statement of the Board's intentions articulating consensus principles for the organization of the DNSO; and (iv) direct the Corporation's staff and counsel to translate the Board's statement of principles into specific changes and amendments to the Corporation's Bylaws in the weeks to come.

After reviewing the substance of public comments received, the Board proceeded to discuss the various points of consensus and disagreement among the applications and drafts and directed Molly Shaffer Van Houweling to prepare a statement of principles embodying the Board's consensus views, to be considered for approval later in the meeting.

REGISTRAR ACCREDITATION

At this point in the meeting, Joan Wasylenki of Jones, Day, Reavis & Pogue joined by telephone and was introduced to the Board.

Following up on the presentation of Joe Sims to the Board at the March 3 open meeting, Mike Roberts summarized the substance of the public comments received on the staff's draft guidelines for the accreditation of registrars in the .com, .org, and .net generic top level domains. Mike Roberts then presented and the Board discussed a set of changes to the draft guidelines proposed by the staff in response to the weight of the public comments, including: (i) converting the minimum financial qualifications to safe harbor provisions, to allow smaller firms to compete where demonstrably appropriate; (ii) lowering the working capital requirement to USD $70,000; (iii) providing for the confidential handling of business plans and other confidential information; (iv) assuring registrars that accreditation will be renewed under then-existing accreditation standards, absent misconduct or serious failings; (v) simplifying previously-used IAHC language on technical requirements to more accurately reflect the goal of ensuring that the prospective registrar has successfully configured one domain, as a technical matter; (vi) reducing business uncertainty by requiring that ICANN act on accreditation applications with reasonable promptness; (vii) setting the fixed component of the annual registrar accreditation fee at USD $5,000, and the variable fee component at no more than USD $1 per domain; (viii) increasing significantly the frequency of registrar data escrow to daily updates; (ix) requiring registrars to maintain in force during their accreditation the level of liability insurance that constitutes the basis for their accreditation; (x) making clear in the guidelines that domain-name holders will be permitted to retain their domain names by renewal, absent a limited and unusual set of circumstances; (xi) setting no maximum length for the term for any given domain name registration; (xii) requiring registrars to make reasonable efforts to investigate and correct inaccuracies in contact data for domain name holders; (xiii) providing that only a willful failure to provide updated contact data will constitute grounds for cancellation of the registration; (xiv) clarifying that the prepayment requirement can be met by charging a credit card or similar mechanism; (xv) revising the limited anonymous-registration mechanism to make clear that a facilitating ISP or second-party domain name holder for an anonymous third party is liable for harm caused by use of an anonymously-registered second-level domain, unless the ISP or second-party holder promptly discloses the identity of the domain name holder upon a reasonable showing of harm by the requesting party; (vxi) expanding the period for a registrar to cure a violation of the accreditation agreement to 30 days; (xvii) providing that arbitrations will be handled promptly; (xviii) requiring SRS testbed participants to enter a supplemental agreement to publicly release their non-confidential operational information and to participate in a public forum at the conclusion of the test period; and (xix) expressly scheduling a Board review of the accreditation guidelines for Spring 2000.

A full summary and discussion of the comments received and other considerations weighed by the Board is attached as Exhibit A hereto.

Mr. Roberts emphasized the staff's general view that the guidelines should be made less burdensome and more flexible. Mr. Roberts stated that the staff is ready to implement a comprehensive program following the Board's statement of policy. By adopting the proposed policy, Mr. Roberts stated, the Board would set in motion a series of logistical steps on the part of the staff to prepare for applications from prospective registrars, including the preparation of application materials and instructions. Joe Sims noted that once the first five registrar participants in the testbed phase of the Shared Registry System were accredited, those companies will still have to negotiate contracts with Network Solutions, Inc., subject to the approval of the United States government.

Upon motion duly made and seconded, the Board unanimously approved the adoption of the following resolutions:

WHEREAS, in its June 1998 statement of policy concerning Management of Internet Names and Addresses, 63 Fed. Reg. 31741 (1998), attached as Exhibit B hereto, the U.S. Government adopted a policy of transitioning management responsibility for Internet domain-name-system ("DNS") functions then performed by, or on behalf of, the U.S. Government to a new, not-for-profit corporation formed by private-sector Internet stakeholders;

WHEREAS, the Corporation was formed to serve as that not-for-profit corporation;

WHEREAS, on October 6, 1998 the U.S. Government and Network Solutions, Inc. ("NSI"), entered into Amendment 11 to their Cooperative Agreement No. NCR-921874, attached as Exhibit C hereto, which provides means to introduce robust competition in the provision of registrar services within the .com, .net, and .org top-level DNS domains, for which NSI now acts as the registry administrator;

WHEREAS, Amendment 11 ascribed to the not-for-profit corporation (which it referred to as "NewCo") the responsibility for accrediting registrars for the .com, .net, and .org top-level DNS domains;

WHEREAS, on November 25, 1998, the U.S. Government and the Corporation entered into a Memorandum of Understanding, attached as Exhibit D hereto, by which they are collaboratively designing, developing, and testing the mechanisms, methods, and procedures that should be in place and the steps necessary to transition DNS management functions to the private sector;

WHEREAS, on February 26, 1999, the U.S. Government formally recognized ICANN as the "NewCo" identified in Amendment 11 of the Cooperative Agreement for the purposes of carrying out the functions and activities ascribed to "NewCo" in that Amendment;

WHEREAS, on February 8, 1999, proposals for registrar-accreditation policies ("Draft Guidelines for Accreditation of Internet Domain Name Registrars"), attached hereto as Exhibit E, were posted on the Corporation's website, providing public notice explaining what policies are being considered for adoption and why;

WHEREAS, through the Corporation's website and otherwise, parties have been provided a reasonable opportunity to comment on the adoption of the proposed policies, to see the comments of others, and to reply to those comments;

WHEREAS, on March 3, 1999, the Corporation held a public forum at which the proposed policies were discussed; and

WHEREAS, over fifty written and oral comments on the registrar-accreditation proposals have been presented to and considered by the Board;

THEREFORE IT IS NOW RESOLVED [resolution 99.15] that the Corporation accepts the U.S. Government's recognition of the Corporation as "NewCo" under Amendment 11 to Cooperative Agreement No. NCR-9218742 and the responsibility for carrying out the functions and activities ascribed to "NewCo" under that Amendment, including the responsibility for accrediting registrars for the .com, .net, and .org top-level domains;

FURTHER RESOLVED [resolution 99.16] that the Corporation adopts the policies stated in the attached Statement of Registrar Accreditation Policy, which policies shall apply to the Corporation's accreditation of registrars for .com, .net, and .org top-level domains;

FURTHER RESOLVED [resolution 99.17] that the Corporation's Interim President and CEO is authorized and directed to take measures he determines are appropriate to implement a program for accreditation of registrars for .com, .net, and .org top-level domains, provided such measures are consistent with the Statement of Registrar Accreditation Policy; and

FURTHER RESOLVED [resolution 99.18] that, without limiting the authority of the Interim President and CEO to implement the Statement of Registrar Accreditation Policy in a manner he determines appropriate, the Board approves the Registrar Accreditation Agreement and Supplemental Testbed Participation Agreement presented to the Board at its March 4, 1999 meeting, as consistent with the Statement of Registrar Accreditation Policy.

CONFLICTS OF INTEREST POLICY

Andrew McLaughlin presented the staff's draft conflicts of interest policy and recommended that the draft policy be altered to incorporate a public comment that Board abstentions from voting on the basis of financial interest or conflict of interest be reflected in the minutes of the meeting. The Board proceeded to discuss the seven questions raised in the draft policy, reaching the following consensus conclusions: (1) the $100 financial interest standard should be eliminated in favor of the more general, legally-recognized and -defined standard of "materiality;" (2) the financial disclosure statements of the Directors of the Board should not be made public; (3) the question of the applicability of the conflicts of interest policy to candidates for the At-Large Board seats should be deferred until the At-Large membership structure is in place; (4) the financial disclosure statements of Officers should not be made public; (5) the policy should not apply to non-Officer employees; (6) the policy should not apply to the non-Director members of the Corporation's Advisory Committees; and (7) the minutes of the Conflicts Committee should not include the personal financial information contained in the disclosure statements of Directors and Officers.

Esther Dyson stated her disagreement with the Board's conclusion as to questions (2) and (4) and related items, stating her view that the financial disclosure statements of Directors and Officers should be made public.

Upon motion duly made and seconded, the Board adopted the following resolution:

RESOLVED [resolution 99.19], that the Conflicts of Interest Policy be, and hereby is, adopted as set forth on Exhibit F hereto.

Voting in favor of the resolution were Directors Geraldine Capdeboscq, George H. Conrades, Gregory L. Crew, Frank Fitzsimmons, Hans Kraaijenbrink, Jun Murai, and Michael Roberts. Voting against the resolution was Esther Dyson, on the ground that the policy as written is insufficient.

At this point in the meeting, Geraldine Capdeboscq left the call.

RECONSIDERATION POLICY

Andrew McLaughlin introduced the staff's draft Reconsideration Policy, noting the absence of public comment on it. In discussing the policy, Board members noted the need for the Reconsideration Policy to complement whatever policy for Independent Review is recommended by the Independent Review Advisory Committee and adopted by the Board.