Minutes
Regular Meeting of the Board
14 March 2002
INTERNET CORPORATION FOR
ASSIGNED NAMES AND NUMBERS
MINUTES OF REGULAR MEETING
14 March 2002
A meeting of the Board of Directors of the Internet Corporation for Assigned Names and Numbers (the "Corporation") was held on Thursday, 14 March 2002, at the La Palm Royal Beach Hotel, in Accra, Ghana.
The following Directors of the Corporation were present: Vint Cerf (chairman), Amadeu Abril i Abril, Robert Blokzijl, Ivan Moura Campos, Jonathan Cohen, Philip Davidson, Masanobu Katoh, Hans Kraaijenbrink, Sang-Hyon Kyong, M. Stuart Lynn, Andy Mueller-Maguhn, Jun Murai, Alejandro Pisanty, Nii Quaynor, and Helmut Schink. Karl Auerbach and Linda S. Wilson participated telephonically.
Also present at the meeting were Louis Touton, Vice President, General Counsel and Secretary of the Corporation; Andrew McLaughlin, Chief Financial Officer of the Corporation; and Joe Sims, of Jones, Day, Reavis & Pogue. The meeting was open to the public.
The Chairman, Vint Cerf, called the meeting to order at 08:55 UTC (8:55 am local time).
Dr. Cerf opened the meeting by reading aloud draft resolutions regarding the At-Large Study Committee Report:
[1] Whereas, the issue of how to create mechanisms for meaningful participation and representation for individual users has been a subject of debate in the ICANN community since ICANN's creation;
[2] Whereas, various proposals failed to achieve broad consensus support in the community, notwithstanding repeated efforts to achieve that end, in part because of widely divergent views and fundamentally different perspectives about the expected or desired results of various approaches within the ICANN community;
[3] Whereas, at its Cairo meeting on 10 March 2000 the Board concluded that, given these impediments, it should initiate a comprehensive study of the concept, structure, and processes relating to a proposed At Large membership;
[4] Whereas, at its Yokohama meeting on 16 July 2000 the Board adopted bylaws to enable the election of five directors through regional online elections, and to create a committee to study the At Large concept;
[5] Whereas, the At Large Study Committee ("ALSC") was chartered in January 2001 to undertake a comprehensive study of the concept, structure, and processes relating to an ICANN At Large membership, and has worked diligently to that end, for which the Board and the ICANN community are extremely grateful;
[6] Whereas, in resolution 01.125 the Board accepted the ALSC Final Report and Recommendations, dated 5 November 2001, as a basis for further discussion by the Board and the ICANN community, and that discussion has in fact continued since that time;
[7] Whereas, the Board believes that the At Large community properly defined embraces the full range of Internet users, including not only individual users, but also academic institutions, small businesses, non-commercial entities of various kinds, including consumer groups, and various other non-governmental organizations, all of which have a legitimate interest in, and a need for workable mechanisms for informed participation in, the ICANN policymaking process;
[8] Whereas, the Board perceives a broad consensus throughout the ICANN community around the core ALSC recommendations relating to the desirability of an At Large mechanism to enable outreach and informed participation by Internet users, and specifically for individual users;
[9] Whereas, in particular, the Board perceives a broad consensus that (a) all Internet users have a significant stake in ICANN's activities, (b) it is critical that all Internet users have the opportunity to meaningfully participate in ICANN policymaking, and (c) the general public interest must be represented in the ICANN policymaking process and on its Board;
[10] Whereas, the Board strongly endorses the ALSC's observation that a structure for informed participation by individual users is required and, in order to be most effective, should be built on sustainable local Internet community institutions, rather than attempting to engineer global top-down structures that lack local roots;
[11] Whereas, the ALSC has solicited expressions of interest from many Internet organizations, a number of which could credibly form the initial nucleus of a regionally-based At Large entity with the objective of educating and facilitating the meaningful involvement of Internet users (and particularly individual users) in ICANN's policymaking activities through bottom-up, self-organized, and self-sustaining local Internet community institutions;
[12] Whereas, the Board wishes to move forward with energy and enthusiasm to build a meaningful structure for informed participation by the full range of Internet users, and seeks avenues to achieve these objectives that are bottom-up, self-organized, and self-sustaining;
[13] Whereas, the Board has concluded that the structural and procedural implementation of the principles stated above can most effectively be developed in the context of broader ICANN reforms such as those proposed in the President's Report delivered to the Board on 24 February 2002, and currently the subject of intense discussion throughout the ICANN community;
[14] Whereas, the Board agrees with the reservations expressed in the ALSC Final Report about the validity and practicality of global online elections, and appreciates the very considerable effort undertaken by the ALSC to identify an electoral process that would reduce (if not eliminate) those problems, but remains concerned about the fairness, representativeness, validity and affordability of global online elections among an easily captureable pool of self-selected and largely unverifiable voters;
[15] Whereas, the Board is not persuaded that global elections are the only or the best means of achieving meaningful public representation or the informed participation of Internet users in the ICANN process;
[16] Therefore it is resolved that the Board again expresses its sincere appreciation to the members of the ALSC for their hard work, sensible analysis, and useful recommendations, and to all the members of the ICANN community that participated in that process;
[17] Resolved that ICANN should have a robust At Large mechanism for meaningful, informed participation by Internet users of the kind recommended in the ALSC report;
[18] Resolved that the Board calls upon the ICANN community to devote sustained energy to the creation of At Large structures built upon bottom-up, self-organized, local Internet community institutions and other organizations that meet the general criteria of openness, participation, and self-sustainability, anticipating that most such entities are not ICANN-specific, but already serve their communities in broader ways;
[19] Resolved that the Board expresses the hope that its endorsement of these principles for informed Internet user participation will encourage those interested in an At Large structure to continue the creation, strengthening, or coordinating of local Internet community institutions so as to meet these basic criteria; and
[20] Resolved that the Board Committee on Evolution and Reform, working in conjunction with the President and staff, is instructed to ensure that their ongoing efforts at crafting a blueprint for ICANN reform include (a) workable mechanisms and procedures that enable meaningful opportunities for participation by the full range of Internet users, including individuals, academic institutions, large and small businesses, non-commercial entities (including consumer groups), and other non-governmental organizations, (b) an appropriate role for those interests in ICANN's coordinating and management structures, and (c) appropriate mechanisms to minimize disruption during the reform implementation process.
Mr. Kraaijenbrink moved, with Mr. Cohen's second, that the Board adopt the above resolutions.
Mr. Cohen noted that the resolutions do not foreclose the possibility of selecting Directors through voting by individual Internet users, but allows for possible reconsideration by a future Board. Mr. Abril i Abril stated his view that online voting suffers from the lack of a defined electorate and that the focus should be on effective participation of individual Internet users in ICANN's activities, through organized structures, not simply on individual voices. Dr. Blokzijl commented that any future At-Large organizations should make clear where they tie in with ICANN's Mission Statement, which is mainly technical, and he noted that this point was missing from the proposed resolutions.
Dr. Kyong pointed out that the "Board Committee on Evolution and Reform", referred to in clause [20], did not yet exist by that name. By consensus, the phrase "Board Committee on Evolution and Reform" in clause [20 was changed to read "Board Committee on Restructuring".
Mr. Mueller-Maguhn moved to amend clause [6] by adding "and action" after "further discussion". The motion was not seconded. Mr. Mueller-Maguhn then moved to amend clause [20] by adding "create a new subcommittee for At-Large organization" after "Board Committee on Evolution and Reform". This motion was also not seconded.
Mr. Mueller-Maguhn then moved, with Dr. Kyong's second, that clause [20] be amended by deleting the "and" before "(c)" and adding ", and (d) a mechanism for election or selection of At-Large directors to succeed the current At-Large directors who represent the At-Large membership on the Board." Dr. Blokzijl spoke in opposition to the amendment, stating that the Board should not create special positions for special-interest groups. Responding to Mr. Mueller-Maguhn's concern, Mr. Cohen stated his personal belief that it was very unlikely that the terms of the At-Large directors would simply be allowed to expire with no replacements. Mr. Auerbach stated that it was vital that At-Large directors be on the Board when the future of At-Large is determined. Dr. Lynn expressed concern over dictating the outcome of the At-Large issue before it is fully considered in the context of ICANN reform. A vote was taken, and the amendment was defeated 5-12-0, with Mr. Auerbach, Dr. Kyong, Mr. Mueller-Maguhn, Dr. Quaynor, and Dr. Wilson voting in favor.
Discussion then resumed on the main resolutions. Mr. Katoh commented that the first election was a very important starting point, but that he believes that Board members can be selected by some other means and he suggested that they re-visit the issue of elections in several years. Dr. Lynn commented that he is opposed to elections right now but he is eager to work with people who are interested in building organizations for participation and involvement that are "win-win." Mr. Auerbach stated his view that passing these resolutions will be "win-lose" because he and the other At Large directors will lose their seats on the Board. He also expressed his dismay that more planning for the elections had not occurred.
Dr. Wilson expressed her support for moving forward with effective structures for individuals to participate in ICANN's work. She noted that efforts by some to expand the mission of ICANN have confounded the effort to design effective At-Large participation. She stressed the importance of providing ICANN with a broadly accepted mission as well as a process for altering that mission should it become necessary. Dr. Campos highlighted the need for effective individual participation before elections, since voting without participation is at best a smoke screen and at worst dangerous. He also emphasized that definition of a clear mission for ICANN is vital. Dr. Quaynor noted that the impending reform process should be viewed as complementing, rather than replacing, the At-Large activities.
Dr. Kyong expressed serious concern that clause [15] effectively eliminates the possibility of an election during 2002 to replace the At-Large directors whose terms are expiring in the Fall. He moved, with Mr. Mueller-Maguhn's second, for the addition of a clause [21], which would read: "Resolved that in the event the reform under discussion presently, which may call for restructuring of the Board, does not take place before the expiration of the terms of the At-Large directors presently serving, then the Board is committed to do what it should to extend the terms of those Board members until such reform is complete."
Mr. Kraaijenbrink pointed out that the resolutions already cover Dr. Kyong's concerns because they provide that there will be proposals to the Board to avoid disruption on the governance of the Corporation and the Board members have a duty to the Corporation to see to that. Dr. Lynn stated that he was sympathetic to the goal of the proposed amendment but pointed out that the Board can't commit to anything along the lines of the proposed amendment without a duly made amendment to the bylaws.
Mr. Cohen was concerned that adopting such an amendment might hamstring the Board and the Committee on Reform in unknown ways. Dr. Cerf noted that any action extending terms would require an amendment to the bylaws. The earliest action could be taken would be at the Bucharest meeting. Dr. Kyong expressed his concern that leaving a major uncertainty built into a resolution is unsettling to the Board as well as to the community at large. He said if a bylaws change is required, then one will be attempted, even if a proposed bylaws change does not have total consent and is not achieved. There being no other discussion, a vote was taken on the proposed amendment. It was defeated on a 3-13-1 vote, with Mr. Auerbach, Dr. Kyong, and Mr. Mueller-Maguhn voting in favor and Dr. Campos abstaining.
In continuing discussion of the main resolutions, Dr. Pisanty echoed Dr. Campos' warnings about seeking democracy without participation. Where an electorate is poorly defined, and not informed through effective participation, experience teaches that elections carry dangers. He also supported the need for a clearly defined mission. Dr. Lynn emphasized that contingency planning for a vote is being completed. Mr. Auerbach expressed his view that ICANN is a policy organization, not a technical organization. If the Board moves away from "one person, one vote" and goes into qualifications, he believes it is entering a very difficult area.
A vote was then taken on the main resolutions, which read:
Whereas, the issue of how to create mechanisms for meaningful participation and representation for individual users has been a subject of debate in the ICANN community since ICANN's creation;
Whereas, various proposals failed to achieve broad consensus support in the community, notwithstanding repeated efforts to achieve that end, in part because of widely divergent views and fundamentally different perspectives about the expected or desired results of various approaches within the ICANN community;
Whereas, at its Cairo meeting on 10 March 2000 the Board concluded that, given these impediments, it should initiate a comprehensive study of the concept, structure, and processes relating to a proposed At Large membership;
Whereas, at its Yokohama meeting on 16 July 2000 the Board adopted bylaws to enable the election of five directors through regional online elections, and to create a committee to study the At Large concept;
Whereas, the At Large Study Committee ("ALSC") was chartered in January 2001 to undertake a comprehensive study of the concept, structure, and processes relating to an ICANN At Large membership, and has worked diligently to that end, for which the Board and the ICANN community are extremely grateful;
Whereas, in resolution 01.125 the Board accepted the ALSC Final Report and Recommendations, dated 5 November 2001, as a basis for further discussion by the Board and the ICANN community, and that discussion has in fact continued since that time;
Whereas, the Board believes that the At Large community properly defined embraces the full range of Internet users, including not only individual users, but also academic institutions, small businesses, non-commercial entities of various kinds, including consumer groups, and various other non-governmental organizations, all of which have a legitimate interest in, and a need for workable mechanisms for informed participation in, the ICANN policymaking process;
Whereas, the Board perceives a broad consensus throughout the ICANN community around the core ALSC recommendations relating to the desirability of an At Large mechanism to enable outreach and informed participation by Internet users, and specifically for individual users;
Whereas, in particular, the Board perceives a broad consensus that (a) all Internet users have a significant stake in ICANN's activities, (b) it is critical that all Internet users have the opportunity to meaningfully participate in ICANN policymaking, and (c) the general public interest must be represented in the ICANN policymaking process and on its Board;
Whereas, the Board strongly endorses the ALSC's observation that a structure for informed participation by individual users is required and, in order to be most effective, should be built on sustainable local Internet community institutions, rather than attempting to engineer global top-down structures that lack local roots;
Whereas, the ALSC has solicited expressions of interest from many Internet organizations, a number of which could credibly form the initial nucleus of a regionally-based At Large entity with the objective of educating and facilitating the meaningful involvement of Internet users (and particularly individual users) in ICANN's policymaking activities through bottom-up, self-organized, and self-sustaining local Internet community institutions;
Whereas, the Board wishes to move forward with energy and enthusiasm to build a meaningful structure for informed participation by the full range of Internet users, and seeks avenues to achieve these objectives that are bottom-up, self-organized, and self-sustaining;
Whereas, the Board has concluded that the structural and procedural implementation of the principles stated above can most effectively be developed in the context of broader ICANN reforms such as those proposed in the President's Report delivered to the Board on 24 February 2002, and currently the subject of intense discussion throughout the ICANN community;
Whereas, the Board agrees with the reservations expressed in the ALSC Final Report about the validity and practicality of global online elections, and appreciates the very considerable effort undertaken by the ALSC to identify an electoral process that would reduce (if not eliminate) those problems, but remains concerned about the fairness, representativeness, validity and affordability of global online elections among an easily captureable pool of self-selected and largely unverifiable voters;
Whereas, the Board is not persuaded that global elections are the only or the best means of achieving meaningful public representation or the informed participation of Internet users in the ICANN process;
Therefore it is resolved [02.15] that the Board again expresses its sincere appreciation to the members of the ALSC for their hard work, sensible analysis, and useful recommendations, and to all the members of the ICANN community that participated in that process;
Resolved [02.16] that ICANN should have a robust At Large mechanism for meaningful, informed participation by Internet users of the kind recommended in the ALSC report;
Resolved [02.17] that the Board calls upon the ICANN community to devote sustained energy to the creation of At Large structures built upon bottom-up, self-organized, local Internet community institutions and other organizations that meet the general criteria of openness, participation, and self-sustainability, anticipating that most such entities are not ICANN-specific, but already serve their communities in broader ways;
Resolved [02.18] that the Board expresses the hope that its endorsement of these principles for informed Internet user participation will encourage those interested in an At Large structure to continue the creation, strengthening, or coordinating of local Internet community institutions so as to meet these basic criteria; and
Resolved [02.19] that the Board Committee on Restructuring, working in conjunction with the President and staff, is instructed to ensure that their ongoing efforts at crafting a blueprint for ICANN reform include (a) workable mechanisms and procedures that enable meaningful opportunities for participation by the full range of Internet users, including individuals, academic institutions, large and small businesses, non-commercial entities (including consumer groups), and other non-governmental organizations, (b) an appropriate role for those interests in ICANN's coordinating and management structures, and (c) appropriate mechanisms to minimize disruption during the reform implementation process.
The resolutions were adopted by a vote of 14-1-2, with Mr. Auerbach voting against and Dr. Kyong and Mr. Mueller-Maguhn abstaining.
After a break from 10:34 UTC to 11:09 UTC (10:34 am to 11:09 am local time), Dr. Cerf reconvened the Board and presented a reorganized list of agenda items.
Evolution and Reform Committee
Dr. Blokzijl moved, with Mr. Kraaijenbrink's second, that the Board adopt the following resolutions:
[1] Whereas, a Committee on Restructuring ("Committee") was established by the Board in resolution 01.132;
[2] Whereas, a more appropriate name for this Committee would be the Committee on ICANN Evolution and Reform;
[3] Whereas, the ICANN President has published a Report describing current issues facing ICANN and recommending various reforms to deal with those issues;
[4] Whereas, the ICANN staff has posted a document describing the current activities of ICANN as a contribution to the ongoing dialogue concerning ICANN's mission;
[5] Whereas, the Committee is responsible for monitoring community discussion on the full range of ICANN reform topics, and for evaluating and making recommendations to the Board concerning any specific proposals for reforming ICANN structures and procedures, including the President's Report noted above;
[6] Whereas, it is important that steady and real progress be made toward resolving the various reform issues now under discussion in the ICANN community, and that a proposed blueprint and timetable for the implementation of any such reforms be available for Board action at its Bucharest meeting in June, and for public review and comment prior to that meeting;
[7] Therefore it is resolved [02.20] that the name of this Board Committee is changed to the Committee on ICANN Evolution and Reform;
[8] Resolved that the Committee is instructed to report to the Board its recommendations for a framework for the structure and functioning of a reformed ICANN, and a timetable for implementing that framework, no later than 31 May 2002, so that it can be considered by the Board at its upcoming meeting in Bucharest on 28 June 2002;
[9] Resolved the Committee is instructed that this framework and timetable should include recommendations dealing with the following:
[9.1] first and foremost, a list of essential functions of ICANN, and a proposed mission statement for ICANN;
[9.2] the appropriate form of public-private partnership to ensure that ICANN decisionmaking takes proper account of the public interest in its activities;
[9.3] meaningful participation and input from informed Internet users participating through an At Large mechanism, as described in resolution 02.17;
[9.4] the structured participation of all stakeholders in the organization's deliberations and decision making, and in providing input for policy that guides the decisions;
[9.5] the ways the different components of any proposed structure will function together and interact;
[9.6] the system of checks and balances that will ensure both the effectiveness and the openness of the organization.
[9.7] the ways in and conditions under which essential components of any proposed structure that may not be able to be fully incorporated at the start of the reform process will be included when appropriate; and
[9.8] a description of a proposed transition process from the current structure to any recommended new structure, including a description of how the present components of ICANN relate to the new proposed structure, and the anticipated timetable for that transition;
[10] Resolved that the Board strongly encourages comments and suggestions relating to ICANN evolution and reform from all stakeholders to the Committee as soon as possible, and encourages the Committee to inform the community as soon as possible of any deadlines for such input;
[11] Resolved that the Committee should consider all input from the community through the forums established by the President and other public forums, and is encouraged to consult any parties that express themselves through such forums, or through correspondence directed to the committee's email address, where the Committee determines that it requires clarifications or further input from specific stakeholders;
[12] Resolved that the Committee should work closely with the President and staff throughout this process; and
[13] Resolved that the Committee is instructed to ensure that any recommendations to be considered by the Board at its meeting in Bucharest on 28 June 2002 are posted for public review and comment no later than 31 May 2002.
Mr. Abril i Abril suggested that they list the names of the members when referring to the Committee on Restructuring in clause [1]. This amendment was made by consensus. At Mr. Mueller-Maguhn's suggestion, clause [9.2] was modified by consensus by changing "the appropriate form of public-private partnership to ensure" to read "ensuring".
Mr. Auerbach said it was premature to charter a Committee on Reform until ICANN's scope is more clearly defined. Dr. Blokzijl expressed his opinion that the resolutions already contemplate the two-step process of defining ICANN's scope and designing an appropriate structure. Mr. Katoh urged the Internet community and the ICANN community to focus on the document entitled "What ICANN Does" as a good starting point for discussion and he urged the Internet community to give the Board specific comments about what ICANN should or should not do.
Mr. Auerbach moved, with Mr. Schink's second, to amend the resolutions to add a clause stating that: "the Committee shall not begin to consider issues of reform until such time as they have prepared a written statement of essential function and have obtained comment from the public and the Board." Mr. Mueller-Maguhn spoke in support of Mr. Auerbach's amendment. Dr. Lynn spoke in opposition to the amendment, stating that its effect was already present in clause [9.1]. Dr. Cerf pointed out that if the Board does not agree with the Committee’s definition of the Mission Statement in Bucharest, the Committee will not proceed to implementation. Mr. Kraaijenbrink commented that splitting the reform process as contemplated by the proposed amendment would be detrimental. Dr. Campos noted that attempting to serialize the discussions would delay the whole process. Dr. Lynn stated his view that strict serialization was not feasible.
A vote was taken on Mr. Auerbach's amendment. It was defeated by a vote of 3-14-0, with Mr. Auerbach, Mr. Mueller-Maguhn, and Dr. Schink voting in favor.
There being no further discussion, a vote was called on the main resolutions, which read as follows:
Whereas, a Committee on Restructuring ("Committee"), presently consisting of Alejandro Pisanty (Chair), Lyman Chapin, Phil Davidson, Hans Kraaijenbrink, and Nii Quaynor, was established by the Board in resolution 01.132;
Whereas, a more appropriate name for this Committee would be the Committee on ICANN Evolution and Reform;
Whereas, the ICANN President has published a Report describing current issues facing ICANN and recommending various reforms to deal with those issues;
Whereas, the ICANN staff has posted a document describing the current activities of ICANN as a contribution to the ongoing dialogue concerning ICANN's mission;
Whereas, the Committee is responsible for monitoring community discussion on the full range of ICANN reform topics, and for evaluating and making recommendations to the Board concerning any specific proposals for reforming ICANN structures and procedures, including the President's Report noted above;
Whereas, it is important that steady and real progress be made toward resolving the various reform issues now under discussion in the ICANN community, and that a proposed blueprint and timetable for the implementation of any such reforms be available for Board action at its Bucharest meeting in June, and for public review and comment prior to that meeting;
Therefore it is resolved [02.20] that the name of this Board Committee is changed to the Committee on ICANN Evolution and Reform;
Resolved [02.21] that the Committee is instructed to report to the Board its recommendations for a framework for the structure and functioning of a reformed ICANN, and a timetable for implementing that framework, no later than 31 May 2002, so that it can be considered by the Board at its upcoming meeting in Bucharest on 28 June 2002;
Resolved [02.22] the Committee is instructed that this framework and timetable should include recommendations dealing with the following:
first and foremost, a list of essential functions of ICANN, and a proposed mission statement for ICANN;
ensuring that ICANN decisionmaking takes proper account of the public interest in its activities;
meaningful participation and input from informed Internet users participating through an At Large mechanism, as described in resolution 02.17;
the structured participation of all stakeholders in the organization's deliberations and decision making, and in providing input for policy that guides the decisions;
the ways the different components of any proposed structure will function together and interact;
the system of checks and balances that will ensure both the effectiveness and the openness of the organization.
the ways in and conditions under which essential components of any proposed structure that may not be able to be fully incorporated at the start of the reform process will be included when appropriate; and
a description of a proposed transition process from the current structure to any recommended new structure, including a description of how the present components of ICANN relate to the new proposed structure, and the anticipated timetable for that transition;
Resolved [02.23] that the Board strongly encourages comments and suggestions relating to ICANN evolution and reform from all stakeholders to the Committee as soon as possible, and encourages the Committee to inform the community as soon as possible of any deadlines for such input;
Resolved [02.24] that the Committee should consider all input from the community through the forums established by the President and other public forums, and is encouraged to consult any parties that express themselves through such forums, or through correspondence directed to the committee's email address, where the Committee determines that it requires clarifications or further input from specific stakeholders;
Resolved [02.25] that the Committee should work closely with the President and staff throughout this process; and
Resolved [02.26] that the Committee is instructed to ensure that any recommendations to be considered by the Board at its meeting in Bucharest on 28 June 2002 are posted for public review and comment no later than 31 May 2002.
The resolutions were adopted by a 15-1-1 vote, with Mr. Auerbach voting against and Mr. Mueller-Maguhn abstaining.
Dr. Lynn moved, with Dr. Blokzijl's second, that the Board adopt the following resolution:
Whereas, in resolution 01.117 the Board directed the President to appoint a President's standing committee on the security and stability of the Internet's naming and address allocation systems ("Security Committee") and to develop a proposed charter in collaboration with the President's standing committee and submit it to the Board for its approval;
Whereas, Dr. Stephen Crocker has been appointed as the chair of the Security Committee and the President is near finalizing the membership of the committee;
Whereas, the President has, in consultation with the present members of the Security Committee developed a charter, which has been presented to the Board;
Whereas, the Board has reviewed the charter and concludes that it states an appropriate scope and mission for the committee;
Resolved [02.27] that the Security Committee charter is approved as submitted.
In response to a question by Mr. Abril i Abril, Dr. Lynn said the Committee membership was comprised of approximately 20 distinguished individuaIs with good geographic and functional diversity. Dr. Lynn stated that he intended to bring a resolution converting the Standing Committee into an Advisory Committee to the next Board meeting for approval.
The resolution was adopted by a 16-1-0 vote, with Mr. Auerbach voting against.
LACNIC Application and Transition Plan
Dr. Campos moved, with Dr. Pisanty's second, that the Board adopt the following resolutions:
[1] Whereas the President has adopted a set of procedures and standards for the receipt and evaluation of applications for recognition as a regional Internet registry (RIR), as authorized by the Board in resolution 01.68;
[2] Whereas an application for recognition, together with a detailed transition plan – including draft bylaws, policies, funding model, and staff resumes – have been submitted to ICANN by the LACNIC organization;
[3] Whereas the President has conducted a preliminary evaluation and concluded that the application and transition plan constitute a reasonable basis for eventual recognition, while noting that some adjustments will be necessary;
[4] Whereas APNIC, ARIN, and the RIPE NCC have communicated a joint statement praising the excellent work of the LACNIC organization, noting the close cooperation between ARIN and LACNIC, and recommending a favorable response to the application by recognizing LACNIC's accomplishments thus far and according an interim status to LACNIC;
It is:
[5] Resolved that the Board gives its conditional approval to the LACNIC application for recognition and transition plan, with the expectation that the transition plan will be completed and a final application for recognition will be submitted; and
[6] Resolved that the President is directed to continue working closely with LACNIC and ARIN to assist in a smooth transition and the preparation of a revised application for full recognition of LACNIC in conformance with the criteria set forth in ICP-2 and the ASO Memorandum of Understanding.
Dr. Blokzijl noted his satisfaction with LACNIC's progress. Dr. Pisanty stated his discomfort with the wording of clause [5]. Specifically, he expressed concern that the phrase "conditional approval" suggested more stringent additional requirements than are intended. After some discussion, the Board's consensus was to change "conditional" to "provisional." A vote was then taken on the resolutions, which read:
Whereas the President has adopted a set of procedures and standards for the receipt and evaluation of applications for recognition as a regional Internet registry (RIR), as authorized by the Board in resolution 01.68;
Whereas an application for recognition, together with a detailed transition plan – including draft bylaws, policies, funding model, and staff resumes – have been submitted to ICANN by the LACNIC organization;
Whereas the President has conducted a preliminary evaluation and concluded that the application and transition plan constitute a reasonable basis for eventual recognition, while noting that some adjustments will be necessary;
Whereas APNIC, ARIN, and the RIPE NCC have communicated a joint statement praising the excellent work of the LACNIC organization, noting the close cooperation between ARIN and LACNIC, and recommending a favorable response to the application by recognizing LACNIC's accomplishments thus far and according an interim status to LACNIC;
It is:
Resolved [02.28] that the Board gives its provisional approval to the LACNIC application for recognition and transition plan, with the expectation that the transition plan will be completed and a final application for recognition will be submitted; and
Resolved [02.29] that the President is directed to continue working closely with LACNIC and ARIN to assist in a smooth transition and the preparation of a revised application for full recognition of LACNIC in conformance with the criteria set forth in ICP-2 and the ASO Memorandum of Understanding.
The resolutions were adopted by a 14-0-3 vote, with Mr. Auerbach, Dr. Campos, and Dr. Pisanty abstaining.
Response to United Nations Secretary General Kofi Annan
Dr. Quaynor moved, with Dr. Pisanty's second, that the Board adopt the following resolutions:
[1] Whereas, the ICANN Board has received, with gratitude, the kind and encouraging wishes of Secretary General Kofi Annan;
[2] Whereas, the Board notes with particular pleasure the receipt of the Secretary General's communication while the Board was meeting in Accra, Ghana;
[3] Whereas, the Board is in agreement with the Secretary General as to the importance of Information and Communications Technology (ICT) in world social and economic affairs, including the Internet;
[4] Now therefore it is resolved that the ICANN Board expresses its deep appreciation to Secretary General Annan and accepts his invitation to participate in the activities of the Secretary General's ICT initiative; and
[5] It is further resolved that the Chairman of the Board of ICANN will undertake to liaise with the appropriate activities and persons engaged in UN ICT work, keeping alert, always, for opportunities for mutually beneficial work between ICANN and the UN and its various subsidiary organizations.
Dr. Lynn moved, with Dr. Kyong's second, to add an additional resolution clause to ask Dr. Quaynor to convey the resolutions to Secretary General Kofi Annan. The amendment was made by consensus. The Board then voted on the resolutions, which read:
Whereas, the ICANN Board has received, with gratitude, the kind and encouraging wishes of Secretary General Kofi Annan;
Whereas, the Board notes with particular pleasure the receipt of the Secretary General's communication while the Board was meeting in Accra, Ghana;
Whereas, the Board is in agreement with the Secretary General as to the importance of Information and Communications Technology (ICT) in world social and economic affairs, including the Internet;
Now therefore [02.30] it is resolved that the ICANN Board expresses its deep appreciation to Secretary General Annan and accepts his invitation to participate in the activities of the Secretary General's ICT initiative;
It is further resolved [02.31] that the Chairman of the Board of ICANN will undertake to liaise with the appropriate activities and persons engaged in UN ICT work, keeping alert, always, for opportunities for mutually beneficial work between ICANN and the UN and its various subsidiary organizations; and
It is further resolved [02.32] that Director Nii Quaynor be asked to convey these resolutions to the Secretary General.
The resolutions were adopted by a 17-0-0 vote.
Thanks for Organization and Facilitation of Meeting
Dr. Lynn moved, with Dr. Pisanty's second, that the Board adopt the following resolution:
Whereas, the preparation for and execution of the ICANN Ghana meeting has been conducted in an exemplary fashion;
Whereas, the government of Ghana, and the hosts, reflect a true support to the Internet in and its population welcomed participants, and showed their utmost support for the benefits of the Internet;
Whereas, the hospitality, facilities, attention to the needs of the participants and extraordinary efforts to provide support have been without peer;
Whereas, the enormous participation from the region should be the beginning of continued relations;
Now therefore [02.33], the ICANN Board expresses its deep appreciation and thanks, on its own behalf and on behalf of all participants to:
Local Organizers: Dr. Nii Quaynor - ICANN Board Member and CEO of Network Computer Systems; Prof. Clement Dzidonu - President – International Institute for Information Technology; William Tevie – Network Computer Systems; Mike Baidoo – Network Computer Systems; Nancy Dotse – Network Computer Systems; Johnny Nettey - Network Computer Systems; Joseph Abanyin – Network Computer Systems; Alfred Archampong – Network Computer Systems; David Kumi – Network Computer Systems; Nana Quaynor; Steve Huter – Network Start-up Resource Centre; Joel Jaeggli – University of Oregon
Government of Ghana, including: Mr. Hayfron – Ministry of Communication & Technology; Mr. Percy Amarteifio – Immigration Service; Mr. Kofi Sekyiamah – Ministry of Information
Sponsors: Afilias; Agence de la Francophonie; CTO, .BIZ and .US; Network Computer Systems; NSRC; The Government of the Republic of Ghana; Global Name Registry; Valley View University; INIIT; VeriSign.
The Board especially appreciates the efforts of the Organizing Committee, most particularly the work of Dr. Nii Quaynor, Nancy Dotse, William Tevie, and Johnny Nettey. Dr. Quaynor has been an active and instrumental participant in the ICANN process, including very active in ensuring and promoting participation from the African region.
In addition, the Board expresses its great appreciation to Diane Schroeder, Steve Huter, Joel Jaeggli; John Crain, Terri Darrenougue; Laura Brewer; and the ICANN staff for their continued extraordinary service to ICANN and the ICANN community.
Mr. Cohen expressed the Meetings Committee's deep appreciation for the excellent work done by the organizers of the meeting. A token of the Board's appreciation was presented to Dr. Quaynor, to a standing ovation. The resolution was adopted by a 16-0-1 vote, with Dr. Quaynor abstaining.
Thanks to Paul Twomey and the Australian Government
Dr. Cerf moved, with Dr. Blokzijl's second, that the Board adopt the following resolution:
Whereas, Dr. Paul Twomey has served ICANN, its Governmental Advisory Committee (GAC), and the Internet Community with skill, wisdom, and panache as Chairman since February 1999;
Whereas, the Government of Australia has generously provided secretariat services to the GAC for the same period of time,
Whereas, Dr. Twomey has announced his intention to step down from his GAC position and its chairmanship at the close of the October 2002 meeting in Shanghai; and
Whereas, the Government of Australia has announced that it would end its operation of the GAC secretariat at the close of the June 2002 meeting in Bucharest;
Now therefore [02.34] resolved that the ICANN Board expresses its deep appreciation to Paul Twomey and the Australian Government for their long-standing support and leadership in connection with ICANN's mission. The Board wishes Dr. Twomey all possible success in his future work and expresses the hope that his knowledge and perspective will continue to be available to ICANN in the future.
The resolution was adopted by acclamation.
Thanks to Agence de la Francophonie
Dr. Cerf moved, with Mr. Cohen's second, that the Board adopt the following resolution:
Whereas, the ICANN meetings in Accra have been greatly enriched by the availability of simultaneous English-French and French-English translation, supported by the Agence de la Francophonie;
Whereas, this valuable translation initiative has been led by Pierre Ouedraogo, without whose energy and commitment it would not have been possible;
It is:
Resolved [02.35] that the ICANN Board expresses its sincere thanks and appreciation to the Agence de la Francophonie and to Pierre Ouedraogo, whose efforts have helped the ICANN community better fulfill its mandate to enable global participation in our dialogues.
The resolution was adopted by acclamation.
The Board of Directors then recessed for lunch at 12:10 UTC (12:10 pm local time).
The meeting resumed at 13:39 UTC (1:39 pm local time).
Mr. Abril i Abril moved, with Dr. Blokzijl's second, that the Board adopt the following resolutions:
Whereas, the May 2001 .org registry agreement between VeriSign, Inc., and ICANN provides that VeriSign will cease being the registry operator for .org top-level domain as of 31 December 2002;
Whereas, at its meeting in Stockholm, Sweden, on 4 June 2001, the ICANN Board referred to the ICANN Domain Name Supporting Organization (DNSO) the issues raised by the scheduled transition of the operation of the .org top-level domain from VeriSign to a new entity;
Whereas, in response, the DNSO created a task force, which prepared a report that makes several recommendations, which was adopted by the DNSO Names Council on 17 January 2002;
Whereas, the report was posted on the ICANN web site on 26 February 2002;
Whereas, public comment on the report was received by a web-based forum and at the ICANN Public Forum held in Accra, Ghana, on 13 March 2002;
Resolved [02.36] that the President is directed to cause a request for proposals for the reassignment of the .org top-level domain to be prepared (in consultation with the members of the Board) and issued, with at least thirty days allowed for applications by those proposing to become the successor operator of the .org top-level domain;
Resolved [02.37] that the applications when received will be posted on the ICANN web site with a mechanism allowing public comment;
Resolved [02.38] that the President is directed to cause the applications to be evaluated and a report to be posted and provided to the Board in advance of the ICANN Bucharest meeting in June 2002; and
Resolved [02.39] that the President is requested to prepare and present to the Board a proposal for application fee levels based on ICANN's likely costs in connection with soliciting and reviewing the applications, making the selections, and any related costs.
Mr. Abril i Abril said the Board should make clear its position with regard to the recommendations made by the DNSO Names Council and he commented that (1) the DNSO report is too weak on the technical requirements for the registry; (2) the registry should not use surplus funds for non-registry purposes. Dr. Blokzijl pointed out that the technical requirements for operating .org, with an existing user base of about 3 million people and organizations, is more demanding than the requirements for a newly created top-level domain. Mr. Auerbach supported the statement of the DNSO that there should be no eligibility requirements for registrations in .org. Dr. Cerf summarized three points he felt the Board should provide as guidance to the President: (1) the nature of the organization that undertakes to run .org does not have to be not-for-profit; (2) the Board should specifically recommend against any requirement for support of activities that are not specifically relevant to operating the .org domain; (3) the Board should explicitly recommend that there be no restrictions or constraints on the registrants in the .org domain. In addition, Dr. Lynn suggested a fourth point: (4) that preference be given to organizations that either directly or through subcontracting demonstrate experience in operating a registry of scale. Dr. Pisanty stressed the importance of stability, efficiency, good operation, pricing, and services of the new registry operator.
Dr. Cerf proposed that the Board convey its guidance informally to the President, rather than by express resolution language. This approach was accepted. Four points emerged as supported by the majority of the Board: (1) the crucial importance of demonstrated technical ability, without unduly restricting the pool of applicants; (2) there should be no restrictions on eligibility for registrations (there were some qualifications to Mr. Abril i Abril's views on this); (3) there should be no explicit mechanism in ICANN's relationship with the registry operator for the use of excess registry revenues for "good works" (although the operator could choose to spend excess funds as it saw fit); and (4) there should be no preference in favor or against not-for-profit applicants.
The resolutions were adopted by a 17-0-0 vote.
Dr. Lynn moved, with Mr. Cohen's second, that the Board adopt the following resolutions:
Whereas, in resolutions 00.89 and 00.90 the Board selected seven new TLD proposals for negotiations toward appropriate agreements between ICANN and the proposing registry operators and sponsoring organizations and authorized the President and General Counsel to conduct those negotiations on behalf of ICANN;
Whereas, one of the selected proposals was by RegistryPro for an unsponsored .pro TLD;
Whereas, negotiations of the .pro agreement were concluded and posting of the resulting draft agreement and appendices on the ICANN web site was completed on 6 March 2002;
Whereas, a web-based forum was made available for public comment and the issue was discussed at the ICANN Public Forum on 13 March 2002;
Whereas, after hearing community views the Board concludes that entry of the negotiated agreement would be in the interest of the Internet community;
Resolved [02.40], that the President is authorized to enter the .pro registry agreement, with any minor corrections as the President determines are consistent with the intention of the agreement as posted; and
Further resolved [02.41], that the President is authorized to implement the agreement once it is signed, including by accrediting registrars for the .pro top-level domain (in that regard, registrars already accredited and in good standing for .aero, .biz, .com, .info, .name, .net, or .org may be accredited for .pro without additional qualifying procedures upon entering an accreditation agreement that the President determines is consistent with the existing accreditation agreement for .aero, .biz, .com, .info, .name, .net, and .org).
Mr. Abril i Abril expressed concerns regarding the possibility of registration of second-level domains within .pro, which he felt would breach the logic and clarity of the domain. Mr. Auerbach inquired about the differences between the original .pro proposal and the agreement; Dr. Wilson noted these had been described in a posted document. In response to Mr. Abril i Abril's concern, Dr. Lynn pointed out that second-level domains could only be implemented with ICANN's approval. Dr. Cerf clarified that the agreement with the operator will restrict registrations to organizations or individuals with professional authority or certification, and Section 2.6 of the agreement allows for the Staff and Board to question any improper use of the second-level domain. Dr. Blokzijl expressed his opinion that ICANN should not micromanage any particular TLD.
The resolutions were adopted by a 16-0-1 vote, with Mr. Auerbach abstaining.
Dr. Lynn noted that this completed the seven new TLD agreements and he thanked all of those who worked with ICANN on the negotiations, including the ICANN staff and outside counsel. In response to a question by Mr. Auerbach, Dr. Lynn noted that there was US$323,000 left in application fees, which would be used for the costs of evaluation and any litigation.
Geographic and Geopolitical Names in .info
Mr. Cohen moved, with Mr. Kraaijenbrink's second, that the Board adopt the following resolutions:
Whereas, in resolution 01.93 the President was directed to propose to the Board an action plan for rapid analysis of the technical and other issues related to registration of domain names in .info corresponding to geographic and geopolitical names;
Whereas, on 11 October 2001 the Names Council adopted a resolution commenting on this issue, and on 26 October 2001 the Governmental Advisory Committee submitted additional commentary, both of which were posted on ICANN web sites;
Whereas, the President's proposed action plan was posted on the ICANN website on 9 October 2001, proposing creation of an .info Country Names Discussion Group (ICNG) consisting of Board members and representatives of GAC participants and additional individuals invited by the President;
Whereas, in resolution 01.122 the Board accepted the President's recommendation to appoint the ICNG;
Whereas, under resolution 01.123 the President invited representatives from WIPO, Afilias, and the DNSO Chair also to participate in the ICNG;
Whereas, the ICNG extensively discussed the issues through a preliminary physical meeting, conference calls, and e-mail;
Whereas, the ICNG's draft final report was posted for public comment on 21 February 2002;
Whereas, public comment and input to the draft report by the community occurred;
Whereas, the ICNG notes that while it recommends to proceed with restriction of use of the reserved names in .info to governments and distinct economies, because of the variety of ways of spelling country names, the ICNG recommended exploring the potential utility of a new top level domain (TLD) specifically for uses only by governments of countries and distinct economies; and
Whereas, the ICNG deserves recognition as an example of the ability of the Board and the GAC, as an advisory body, to constructively reach resolution on a controversial issue;
Resolved [02.42] that the Board thanks the ICNG for its work and accepts its report;
Resolved [02.43] that the Board adopts the ICNG recommendation that the 329 country names reserved under resolution 01.92 should be made available for registration by the governments and public authorities of the areas associated with the names and directs the General Counsel to cause those names to be made available to those governments and public authorities according to procedures established by the GAC;
Resolved [02.44] that, in view of the second recommendation in the ICNG report, the Board invites the GAC to investigate the level of interest by governments and distinct economies for a TLD to be used internationally for official purposes, and if established, what criteria and ground rules are necessary for such a TLD.
The question was called, and the Board adopted the resolutions by a 14-1-2 vote, with Mr. Auerbach voting against and Mr. Abril i Abril and Mr. Mueller-Maguhn abstaining.
Dr. Cerf described the topic of redemption grace period, in which domain names that expire would go into a period of stasis after their deletion, so that inadvertent expirations can be corrected. The names would be disabled during this stasis period, so that the registrant's attention would be drawn to the deletion.
Mr. Cohen moved, with Mr. Abril i Abril's second, that the Board adopt the following resolution:
[1] Whereas, on 14 February 2002 the ICANN staff posted a proposal to establish a Redemption Grace Period for unsponsored TLDs under which names deleted by registrars would be deactivated for thirty days, during which the registrant could redeem the name through a registrar before being subject to re-registration;
[2] Whereas, the proposal was the topic of discussion by registrars, registry operators, and users, including at numerous meetings, through e-mail, and at the ICANN Public Forum held 13 March 2002 in Accra, Ghana;
[3] Whereas, the commentary received has shown that some domain names are being deleted without the intention of the domain-name holder;
[4] Whereas, the community discussions have demonstrated broad support for the general points of the Redemption Grace Period Proposal, with the recognition that several technical details must be worked out before the proposal can be implemented;
[5] Resolved that the President is authorized to convene a technical steering group (including knowledgeable registry and registrar personnel) to develop a concrete proposal implementing the Redemption Grace Period Proposal, to be considered by the Board at a later meeting after posting on the ICANN web site and an opportunity for public comment.
Mr. Abril i Abril noted that the goal of the Redemption Grace Period is not purely technical or to preserve registrars' businesses, but is centered on preserving the legitimate interests of the registrants by installing a safety net.
Mr. Auerbach inquired as to why the resolution authorized the President to convene a committee instead of handing the issue over to the DNSO. Mr. Touton explained that errors in deletions were on the rise and prompt action was needed. The DNSO process would delay implementation considerably, and accordingly action should move forward with the President's committee, which will be composed of DNSO participants. Dr. Pisanty pointed out that the DNSO Chair posted a very aggressive schedule of meetings for structure issues and could possibly include this issue and get timely input. Dr. Cerf suggested the Board proceed with the resolution with the understanding that the President would alert the DNSO for a rapid response on the issue.
Dr. Wilson proposed adding language to clause [5] encouraging the President to engage quickly with the DNSO on this issue. By consensus, the phrase "and in consultation with the Domain Name Supporting Organization" was added after "knowledgeable registry and registrar personnel" in clause [5].
The Board then voted on the amended resolution, which stated:
Whereas, on 14 February 2002 the ICANN staff posted a proposal to establish a Redemption Grace Period for unsponsored TLDs under which names deleted by registrars would be deactivated for thirty days, during which the registrant could redeem the name through a registrar before being subject to re-registration;
Whereas, the proposal was the topic of discussion by registrars, registry operators, and users, including at numerous meetings, through e-mail, and at the ICANN Public Forum held 13 March 2002 in Accra, Ghana;
Whereas, the commentary received has shown that some domain names are being deleted without the intention of the domain-name holder;
Whereas, the community discussions have demonstrated broad support for the general points of the Redemption Grace Period Proposal, with the recognition that several technical details must be worked out before the proposal can be implemented;
Resolved [02.45] that the President is authorized to convene a technical steering group (including knowledgeable registry and registrar personnel and in consultation with the Domain Name Supporting Organization) to develop a concrete proposal implementing the Redemption Grace Period Proposal, to be considered by the Board at a later meeting after posting on the ICANN web site and an opportunity for public comment.
The resolution was adopted by a 17-0-0 vote.
Independent Review Implementation
Mr. Kraaijenbrink moved, with Dr. Schink's second, that the Board adopt the following resolutions:
Whereas, in resolutions 01.49 through 01.51 the Board called for the Independent Review Nominating Committee to present a slate of nine nominees meeting the requirements of the Independent Review Policy;
Whereas, the Committee has been unable to present a slate of nine nominees under the Independent Review Policy in the ten months that have passed since the call for nominations;
Whereas, the General Counsel has presented to the Board a description of the significant difficulties that have confronted the Nominating Committee and has recommended that the Board thank the committee members for their efforts and immediately begin a review of the Independent Review Policy with the goal of providing a more workable independent review mechanism;
Whereas, particularly in view of the ongoing discussions of the need for broader ICANN reforms, the Board believes that the present Independent Review Policy should be reviewed and evaluated in the larger context of ICANN reform;
Whereas, in resolution 01.132 the Board established a Committee on Restructuring (since renamed the Committee on ICANN Evolution and Reform in resolution 02.20), to monitor and provide reports to the Board on restructuring issues;
Resolved [02.46] that the members of the Independent Review Nominating Committee are thanked for their service in attempting to carry out the extremely challenging task presented to them and the committee is excused from further service;
Further resolved [02.47] that the issues concerning an independent review mechanism are referred to the Committee on ICANN Evolution and Reform for its consideration in the context of its ultimate recommendations on ICANN evolution and reform.
Dr. Pisanty commented that the standards set for the constitution of the Independent Review Panel (IRP) were unrealistically high. Mr. Abril i Abril agreed. Dr. Cerf noted that it was hard to populate the Nominating Committee and it was hard for the Nominating Committee to populate the IRP. Dr. Wilson noted that she chaired the Independent Review Advisory Committee, which had recommended the current plan, but that she has come to believe that what that committee proposed was not workable because one could not expect volunteers to take on the tasks that were assigned and meet all the criteria that the community and the bylaws required. Dr. Schink noted a very strong North American dominance on the list of nominees and he asked that they have regional diversity in the process, especially for the legal aspects involved.
Mr. Auerbach stated his view that the particular problems reported by the General Counsel did not undermine the current policy, but instead required renewed implementation efforts.
The resolutions were adopted by a 13-1-2 vote, with Mr. Auerbach voting against, Mr. Mueller-Maguhn and Dr. Schink abstaining, and Dr. Blokzijl temporarily absent from the room.
Mr. Davidson moved, with Dr. Blokzijl's second, that the Board adopt the following resolutions:
Whereas, the Audit Committee has recommended that ICANN seek to retain KPMG, LLP, to conduct an audit of ICANN's financial reports for the 2001-2002 fiscal year;
Resolved [02.48] that the President is authorized to negotiate, in consultation with the Audit Committee, with KPMG, LLP, regarding the terms of its engagement to audit ICANN's financial reports for the 2001-2002 fiscal year;
Resolved [02.49] that the Audit Committee is delegated authority to authorize, upon recommendation of the President, entry of an agreement with KPMG, LLP, under which the audit for the 2001-2002 fiscal year will be conducted.
Mr. Mueller-Maguhn inquired as to how long ICANN will engage KPMG and how often ICANN will change its auditors. Dr. Lynn replied that this would be the third year with KPMG and he pointed out that it is difficult for ICANN to find a major auditing firm due to the amount of work required to understand the particular nature of ICANN’s work. Mr. Davidson noted that this was discussed in the Audit Committee, which believes there is significant value in retaining auditors who had expertise in knowing the organization. The Audit Committee recommends retaining KPMG for another year. Dr. Cerf suggested that Mr. Mueller-Maguhn call any questions regarding the auditors to the Audit Committee and let it decide based on its various criteria whether it is appropriate to change.
The resolutions were adopted by a 14-1-2 vote, with Mr. Auerbach voting against and Mr. Mueller-Maguhn and Dr. Lynn abstaining.
Dr. Cerf advised the Board that he would seek to find a date and place, before Bucharest, where the Board could meet again to continue its discussions about ICANN's state and direction. Dr. Cerf also expressed the Board’s gratitude to the local hosts, the translators, the staff, the real-time translators, and the real-time captioners.
There being no further business, the meeting was adjourned at 14:54 UTC (2:54 pm local time).
_______________________
Louis Touton
Secretary
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