Minutes

Special Meeting of the Board
18 October 1999

INTERNET CORPORATION FOR ASSIGNED NAMES AND NUMBERS
MINUTES OF SPECIAL MEETING
18 October 1999

A meeting of the Initial Board of Directors of the Internet Corporation for Assigned Names and Numbers (the "Corporation") was held by teleconference on October 18, 1999. The following Directors of the Corporation were present by telephone: Geraldine Capdeboscq, Gregory L. Crew, Esther Dyson, Hans Kraaijenbrink, Jun Murai, Michael Roberts, and Eugenio Triana, and Linda Wilson. Also present on the teleconference were Andrew McLaughlin, Interim Secretary of the Corporation; and Joe Sims, Louis Touton, and Mike Weinberg of Jones, Day, Reavis & Pogue.

The meeting was called to order by Esther Dyson at 7:04 am U.S. Eastern Daylight Time.

UNIFORM DISPUTE RESOLUTION POLICY

Mike Roberts opened the meeting by asking whether all Directors on the teleconference had had an opportunity to review the staff’s briefing memos on the proposed implementation documents for the Uniform Dispute Resolution Policy, including the staff summary and analysis of public comments received. Several Directors reported that they had not received the staff briefing memos prior to today's Board teleconference. Accordingly, the Board decided by consensus to defer discussion and action on the Uniform Dispute Resolution Policy until next week’s teleconference.

NEXT BOARD TELECONFERENCE

After discussion of schedules, the Board determined to hold the next Board teleconference on Sunday, 24 October 1999, at 08:00am US Eastern time.

DOMAIN NAME SUPPORTING ORGANIZATION

Andrew McLaughlin reviewed the status of the formation process for the DNSO Names Council and the DNSO Constituencies, and reviewed the proposed resolutions with respect to each constituency. Mr. McLaughlin noted that the resolutions require the constituencies to comply with the geographic diversity provisions by January 15, 2000, or, in the case of the Non-Commercial Domain Name Holders Constituency, February 1, 2000 (pursuant to the Santiago resolutions recognizing that constituency). The proposed resolutions suspend the geographic diversity requirements as to the specific Names Council members for whom waivers were requested: Nigel Roberts, Richard Lindsay, Jonathan Cohen, Carolyn Chicoine, and Ted Shapiro.  Mr. McLaughlin emphasized that those Names Council members were not being singled out arbitrarily, but rather had been specifically identified by their respective constituencies for waiver treatment.  Mr. McLaughlin further explained the rationales for the different deadline dates:  (1) the date for compliance with geographic diversity requirements was set at three months from the date of final recognition, which should allow the affected constituencies plenty of time to plan for and implement new elections, if required;  (2) the February 1, 2000, deadline for the Noncommercial Domain Name Holders Constituency was set by the Board in August, at the request of the constituency organizers;  and (3) a common fallback deadline of February 1, 2000, was set for all pending charter revisions, which were nevertheless to be completed as soon as possible.

After discussion and upon motion duly made and seconded, the Board unanimously approved the following resolutions:

WHEREAS in Resolutions 99.31 and 99.34 the Board of Directors granted provisional recognition to the seven initial constituency groups of the Domain Name Supporting Organization and constituted the provisional Names Council,

WHEREAS the seven constituency groups of the DNSO have submitted to the ICANN Board of Directors their proposals for final recognition pursuant to Resolutions 99.32 and 99.33, and

WHEREAS the Board has received requests from the ccTLD Registries Constituency, the Registrars Constituency, and the Intellectual PropertyConstituency to suspend application of the geographic diversity requirements of Article VI-B, Section 3(c) of the ICANN Bylaws, it is now:

RESOLVED [99.95] that the Business and Commercial Entities Constituency of the DNSO is recognized for all purposes under Article VI-B, Sec. 3(a) of the ICANN Bylaws to operate in accordance with the Charter submitted to the Secretary and ordered attached to these minutes as Exhibit C, provided that the Constituency must clarify or amend the Charter to ensure compliance with the geographic diversity requirements of Art. VI-B, Sec. 3(c) of the ICANN Bylaws, as the Board finds that Art. II, Sec. 2(B)(1)(ii) of the Charter does not currently ensure such compliance.

RESOLVED [99.96] that the ccTLD Registries Constituency of the DNSO is recognized for all purposes under Article VI-B, Sec. 3(a) of the ICANN Bylaws to operate in accordance with the Principles submitted to the Secretary and ordered attached to these minutes as Exhibit D, provided that the Constituency must amend the Principles to ensure that its voting procedures for Names Council representatives comply with the geographic diversity requirements of Art. VI-B, Sec. 3(c) of the ICANN Bylaws, as the Board finds that the Principles do not currently ensure such compliance.

RESOLVED [99.97] that in recognizing the ccTLD Registries Constituency the Board shortens the term on the Names Council of Nigel Roberts to expire January 15, 2000, and consents to suspend the geographic diversity requirement of Article VI-B, Section 3(c)of the ICANN Bylaws as applied to the ccTLD Registries Constituency, for the period of Nigel Roberts' term, subject to the Board promptly receiving a written commitment from the ccTLD Registries Constituency to comply with the geographic diversity requirement as set forth in Art. VI-B, Sec. 3(c) of the ICANN Bylaws from and after that date.

RESOLVED [99.98] that the gTLD Registries Constituency Group of the DNSO is recognized for all purposes under Article VI-B, Sec. 3(a) of the ICANN Bylaws to operate in accordance with the letter submitted to the Secretary and ordered attached to these minutes as Exhibit E, provided that, within 30 days of a request of any other ICANN-recognized gTLD Registry that seeks to join it, the Constituency must submit to the Board for its approval a formal consensus proposal for continued recognition.

RESOLVED [99.99] that the ISPs and Connectivity Providers Constituency ("ISPCP") of the DNSO is recognized for all purposes under Article VI-B, Sec. 3(a) of the ICANN Bylaws to operate in accordance with the Articles submitted to the Secretary and ordered attached to these minutes as Exhibit F, provided that the ISPCP must clarify or amend the Articles to ensure compliance with the geographic diversity requirements of Art. VI-B, Sec. 3(c) of the ICANN Bylaws, as the Board finds that Section 7.1 of the Articles does not currently ensure such compliance.

RESOLVED [99.100] that the Noncommercial Domain Name Holders Constituency ("NCDNHC") of the DNSO is recognized for all purposes under Article VI-B, Sec. 3(a) of the ICANN Bylaws to operate in accordance with the Initial submitted to the Secretary and ordered attached to these minutes as Exhibit G, provided that the NCDNHC must (i) amend Section II of its Initial Charter to clarify that no member will be excluded from membership solely on the basis of membership in another DNSO constituency group;  (ii) amend its Initial Charter to ensure compliance with the geographic diversity requirements of Art. VI-B, Sec. 3(c) of the ICANN Bylaws, a the Board finds that Section IV(B) of the Initial Charter does not ensure such compliance because it measures diversity by residency, not citizenship; and (iii) submit a revised, final Charter for Board approval no later than February 1, 2000.

RESOLVED [99.101] that in recognizing the NCDNHC the Board shortens the term of all three NCDNHC representatives on the NC to expire February 1, 2000.

RESOLVED [99.102] that the Registrars Constituency of the DNSO is recognized for all purposes under Article VI-B, Sec. 3(a) of the ICANN Bylaws to operate in accordance with the Articles submitted to the Secretary and ordered attached to these minutes as Exhibit H.

RESOLVED [99.103] that in recognizing the Registrars Constituency the Board shortens the term on the Names Council of Richard Lindsay to expire January 15, 2000, and consents to suspend the geographic diversity requirement of Article VI-B, Section 3(c) of the ICANN Bylaws as applied to the Registrars Constituency, for the period of Richard Lindsay's term, subject to the Board promptly receiving a written commitment from the Registrars Constituency to comply with the geographic diversity requirement as set forth in Art. VI-B, Sec. 3(c) of the ICANN Bylaws from and after that date.

RESOLVED [99.104] that the Trademark, Intellectual Property, and Anti-Counterfeiting Interests Constituency ("IPC") of the DNSO is recognized for all purposes under Article VI-B, Sec. 3(a) of the ICANN Bylaws to operate in accordance with the London Document By-Laws submitted to the Secretary and ordered attached to these minutes as Exhibit I.

RESOLVED [99.105] that in recognizing the IPC the Board shortens the term on the NC of Jonathan Cohen, Carolyn Chicoine, and Ted Shapiro to expire January 15, 2000, and  consents to suspend the geographic diversity requirement of Article VI-B, Section 3(c)of the ICANN Bylaws as applied the IPC, for that term, subject to the Board promptly receiving a written commitment from the IPC to comply with the geographic diversity requirement as set forth in Art. VI-B, Sec. 3(c) of the ICANN Bylaws from and after that date.

RESOLVED [99.106] that the recognition of any Constituency as set forth above is subject to revocation if the Board determines that such constituency is not diligently working to satisfy the conditions and provisos set forth in such recognition;  and in any event, those conditions and provisos must be satisfied, and the Secretary of the Corporation so notified, no later than February 1, 2000.

RESOLVED [99.107] that the Names Council is fully recognized and authorized to fulfill all of its duties and exercise all its powers set forth in the ICANN Bylaws, including the duty to select Directors.

Mr. McLaughlin then updated the Board on the status of the DNSO Names Council's election process for ICANN Directors.

APPROVAL OF MINUTES

In light of the fact that some Directors had not received the staff briefing memos on the UDRP, Louis Touton asked whether all Directors had received his memo proposing that the Board formally approve the various sets of draft minutes that had been posted for public review. Several Directors reported that they had not received the memo.  Accordingly, the Board decided by consensus that discussion and action on this item should be deferred to the Board teleconference next week.

At this point in the teleconference, Mr. Touton departed.

APPOINTMENT OF VICE PRESIDENT, GENERAL COUNSEL, AND SECRETARY

Mr. Roberts reviewed the requirements for the staff positions of Vice President, General Counsel, and Secretary. Mr. Roberts then summarized Louis Touton’s professional background, education, and other qualifications, noting that Mr. Touton combines a strong technical background, including an engineering degree from MIT, with a distinguished legal career as a partner at Jones, Day, Reavis, and Pogue. Mr. Roberts observed that Mr. Touton had served as legal counsel to Dr. Jon Postel and the IANA, and had made enormous contributions of time, effort, and energy to the establishment of ICANN over the preceding 18 months. In light of the Corporation’s ongoing need for legal support, the advantages of bringing a lawyer of Mr. Touton’s caliber onto the ICANN staff in a full-time capacity as general counsel were considerable, and should result in a significant reduction in ICANN’s legal expenses for outside counsel.

The Board then discussed an appropriate compensation level for an experienced and highly credentialed general counsel at a Los Angeles-area non-profit organization.  Taking into account the various relevant factors, Mr. Roberts recommended that the compensation level be set at $175,000 per year, plus benefits.  Several Directors asked whether this salary level would represent a pay cut for a partner-level attorney at an international law firm, and whether such a reduced salary level might harm ICANN’s ability to recruit a high-quality, international staff in the future.  Mr. Roberts stated that it would represent a significant pay cut for partner-level candidates, but that, in his view, the salary level was still high enough to recruit outstanding candidates to an organization with a nonprofit mission like ICANN.

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

RESOLVED [99.108] that Louis Touton is elected to the offices of Vice President, Secretary, and General Counsel, to assume those offices on November 1, 1999, and to serve at the pleasure of the Board and in accordance with the Bylaws of the Corporation, and shall hold those offices until his resignation, removal or other disqualification from service, or until his successor or successors shall be elected and qualified. As Vice President, Mr. Touton shall have such duties and authority as he may be assigned by the Board, the President, and the Bylaws, and he shall act as chief executive officer in the absence or disability of the President.  As General Counsel, he shall be responsible for handling the legal affairs of the Corporation, advising the Board and Chief Executive Officer on legal matters pertinent to the Corporation, and serving as primary liaison to the Corporation's external counsel and to counsel for other organizations and agencies, and shall have such other duties and authority as he may be assigned by the Board, the President, and the Bylaws.

FURTHER RESOLVED [99.109] that a salary for Mr. Touton at the rate of $175,000 per annum and the other employment benefits described to the Board by the President and Chief Executive Officer are approved.

LOS ANGELES SCHEDULE

Mr. McLaughlin reviewed and the Board discussed the schedule for the Los Angeles ICANN meetings.

The call was adjourned at 08:01am US Eastern time.

_______________________
Andrew McLaughlin
Interim Secretary

Page Updated 08-Oct-2002
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