Special Meeting of the Initial Board Minutes 17 January 1999

INTERNET CORPORATION FOR ASSIGNED NAMES AND NUMBERS
MINUTES OF SPECIAL MEETING

January 17, 1999

Posted February 3, 1999

Formal approval March 4, 1999

A special meeting of the Board of Directors of the Internet Corporation for Assigned Names and Numbers (the "Corporation") was held by telephone at 9:00 a.m., Eastern U.S. time, on January 17, 1999.  Directors Esther Dyson, Geraldine Capdeboscq, Greg Crew, Hans Kraaijenbrink, Jun Murai, Michael Roberts, Eugenio Triana, and Linda S. Wilson, were present.  Directors Frank Fitzsimmons and George Conrades were absent.  Also present were Joe Sims, Louis Touton and Michael Weinberg of Jones, Day, Reavis & Pogue, and Corporation staff members Molly Shaffer Van Houweling and Andrew McLaughlin.  Esther Dyson acted as chairman and Molly Shaffer Van Houweling acted as secretary. 

UNITED STATES GOVERNMENT NEGOTIATIONS

Joe Sims explained the status of discussions with the United States Government regarding transition of authority for IANA functions to the Corporation.  Mr. Sims explained that the transaction was being handled through a sole source procurement contract with NIST.  As a result, the United States Government published a public notice about the contract and the Corporation will have to respond thereto with a proposal.  Mr. Sims noted that some protests have been filed with the US Government.

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

RESOLVED [resolution 99.1], that Michael Roberts is hereby authorized (1) to make proposal(s) to the United States Government under which the Corporation would perform any or all of the functions and responsibilities regarding technical coordination of the Internet as recited in Section 1 of the USC/ICANN Transition Agreement ("IANA functions"); (2) to negotiate the terms of an agreement with the United States Government by which the Corporation would perform IANA functions; and (3) to enter into on behalf of the Corporation, after obtaining approval of the Board or subject to such approval, an agreement by which the Corporation would be obligated to perform IANA functions, for a term to end no later than September 30, 2000.

FURTHER RESOLVED [resolution 99.2], that Mr. Roberts be, and he hereby is, directed to give the directors periodic updates on the progress of his dealings with the US Government.  

USC AND IANA TRANSITION MATTERS

Louis Touton explained the status of discussions with the University of Southern California regarding transition of authority for IANA functions to the Corporation.

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

RESOLVED [resolution 99.3], that the USC/ICANN Transition Agreement, the terms of which were described to the Board by the Corporation's legal counsel, and the execution thereof on behalf of the Corporation, be, and they hereby are approved and ratified;

FURTHER RESOLVED [resolution 99.4], that the Loanout Agreement between the Corporation and the University of Southern California, which was made and entered into effective January 1, 1999, the terms of which were described to the Board by the Corporation's legal counsel, and the execution thereof on behalf of the Corporation, be, and they hereby are approved and ratified;

FURTHER RESOLVED [resolution 99.5], that the Sublease between the Corporation and the University of Southern California, which was made and entered into effective January 1, 1999, the terms of which were described to the Board by the Corporation's legal counsel, and the execution thereof on behalf of the Corporation, be, and they hereby are approved and ratified; and

FURTHER RESOLVED [resolution 99.6], that the officers of the Corporation be, and each of them hereby is, authorized to execute and deliver on behalf of the Corporation such documents, agreements and instruments as they deem necessary or convenient to carry out the intent of the above-described agreements and resolutions.

FISCAL MATTERS

Michael Roberts presented an update on anticipated expenditures, which total $1.1 million for the period from November, 1998, through June, 1999, and on fundraising efforts.

Upon motion duly made and seconded, the Board unanimously approved (with Michael Roberts abstaining) the adoption of the following resolutions:

RESOLVED [resolution 99.7], that Michael Roberts, in his capacity as an officer of the Corporation, be, and he hereby is, authorized to disburse funds of the Corporation for purposes that he believes to be in the interest of the Corporation, in accordance with the following procedures:

For individual disbursements of  $10,000 or less, or installments on liabilities aggregating to $10,000 or less:  funds may be disbursed without prior approval.

For individual disbursements of more than $10,000 but less than $50,000, or installments on liabilities aggregating to such amounts:  funds may be disbursed with the  prior approval of at least two members of the Executive Committee (other than Mr. Roberts), which approval may be by email, telecopy or other writing.

For individual disbursements of $50,000 or more, or installments on liabilities aggregating to such amounts:  funds may be disbursed with the  prior approval of the Executive Committee.

FURTHER RESOLVED [resolution 99.8], that Mr. Roberts shall monthly circulate to all members of the Board a description of all disbursements of funds of the Corporation made during the prior month.

OFFICERS

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

RESOLVED [resolution 99.9], that the election of Frank Fitzsimmons as the Interim Treasurer/Chief Financial Officer of the Corporation is hereby ratified and approved; and

FURTHER RESOLVED [resolution 99.10], that the election of Molly Shaffer Van Houweling as the Interim Secretary of the Corporation is hereby ratified and approved.

COMMITTEES

Greg Crew gave an update on the work of the Advisory Committee on Membership, indicating that the group is ready, after considering the wide range of questions raised by the membership issue, to begin to craft a list of specific membership options.

Hans Kraaijenbrink gave an update on plans for an Advisory Committee on Independent Review.  He reported that Andrew McLaughlin will be staffing this committee and is preparing background materials.  Linda Wilson will also be working on this issue and will be meeting with Andrew McLaughlin next week.

Eugenio Triana gave an update on plans for a Governmental Advisory Committee.  He recommended that the Board invite Paul Twomey of Australia, Special Adviser for the Information Economy and Technology and Chief Executive Officer of The National Office for the Information Economy, to chair the committee.

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

RESOLVED [resolution 99.11] that the Board directs Eugenio Triana to extend a formal invitation from the Corporation to Paul Twomey to become chair of the Governmental Advisory Committee.

Jun Murai gave an update on plans for a DNS Root Server System Advisory Committee.

Upon motion duly made and seconded, the Board unanimously approved (with Jun Murai abstaining) the adoption of the following resolution:

RESOLVED [resolution 99.12] that Jun Murai be appointed as chair of the DNS Root Server System Advisory Committee.

FURTHER RESOLVED, [resolution 99.13] that the Board directs Jun Murai to recommend to the Board persons to be members of the DNS Root Server System Advisory Committee.

SINGAPORE MEETING PREPARATION

Greg Crew reported that he and Molly Shaffer Van Houweling are working with the organizers of APRICOT'99 on the logistics for the ICANN public meeting on March 3, the committee meetings on March 2, and the Board meeting on March 4.  The tentative agendas for these meetings will be posted on the ICANN website later in the week.

SHARED REGISTRATION SYSTEM

Louis Touton described the shared registration system testbed and implementation described under Amendment 11 to the Department of Commerce's cooperative agreement with Network Solutions, Inc., which calls for "NewCo" to accredit participating registrars.  In anticipation that ICANN will be designated NewCo, Corporation staff and counsel will prepare draft preliminary accreditation guidelines for Board review and public comment in advance of the Singapore meeting.

Mike Roberts reported that ICANN has forwarded to the US Government ten recommended members of the Shared Registration System technical review committee called for in Amendment 11.

Michael Roberts reported on NSI’s request for allocation of additional IP addresses to use in conjunction with the Shared Registration System.  Initially it was unclear whether this was something that ICANN would have to act on, if the allocation wasn’t approved in the normal course by ARIN.  But NSI ultimately changed its request and ARIN approved it.

SUPPORTING ORGANIZATION FORMATION PROGRESS

Mike Roberts reported that he expects ICANN will receive one or more application(s) for the Domain Name Supporting Organization by the February 5 deadline for consideration at the Singapore meeting.  He said that he and Esther Dyson would be attending a meeting of potential Domain Name Supporting Organization organizers on Friday, January 22.  He reported that the IETF may finalize a PSO proposal at its meeting in March.  Esther Dyson reported that she expects to hear more about ASO issues when she attends the RIPE meeting later in January.

WIPO DOMAIN NAME SYSTEM RECOMMENDATIONS

Mike Roberts reported that he and Molly Shaffer Van Houweling would be attending the upcoming WIPO consultation in Toronto to learn more about WIPO's interim recommendations, including whether or not the recommendations are supported by the trademark community and others.  He reported that Molly Shaffer Van Houweling would be the main staff person on WIPO issues.

OTHER ITEMS

Geraldine Capdeboscq reported attending an ISOC France meeting.

The Board agreed that its next Board teleconference would probably be on February 9, possibly with an additional informational call for interested directors in the meantime.

The meeting was adjourned at 11:45 Eastern US time. 

_________________________
Molly Shaffer Van Houweling
Interim Secretary