Minutes

Special Meeting of the Board
22 January 2001

INTERNET CORPORATION FOR ASSIGNED NAMES AND NUMBERS
MINUTES OF SPECIAL MEETING
22 January 2001

A meeting of the Board of Directors of the Internet Corporation for Assigned Names and Numbers ("ICANN") was held by teleconference on 22 January 2001. The following Directors of the Corporation were present by telephone: Vint Cerf (chairman), Amadeu Abril i Abril, Karl Auerbach, Jonathan Cohen, Phil Davidson, Frank Fitzsimmons, Ken Fockler, Masanobu Katoh, Hans Kraaijenbrink, Sang-Hyon Kyong, Michael Roberts, and Linda S. Wilson. Directors Alejandro Pisanty and Nii Quaynor joined the call while it was in progress. Also present on the teleconference were Louis Touton, Vice-President, Secretary, and General Counsel of the Corporation, Andrew McLaughlin, Chief Financial Officer and Chief Policy Officer of the Corporation, and Joe Sims, outside counsel to the Corporation.

The meeting was called to order by Vint Cerf at 13:12 UTC (5:12 am U.S. Pacific Standard Time).

New CEO

Dr. Cerf and Mr. Touton gave a presentation on negotiations of employment arrangements with Dr. Stuart Lynn to become ICANN's President and CEO. At its 13 December 2000 meeting, the Board indicated that Dr. Lynn was the preferred candidate to replace Michael Roberts (ICANN's start-up CEO) and directed the Dr. Cerf, Mr. Roberts, and Mr. Touton to seek to negotiate satisfactory employment arrangements with Dr. Lynn, to be brought back to the Board for approval.

After that meeting, focused discussions were held with Dr. Stuart Lynn regarding the terms on which he might be employed by ICANN as its President and Chief Executive Officer. Agreement on the basic terms and most of the contract language was reached by early January. The Executive Committee discussed the employment terms at its 6 January 2001 meeting, informally endorsed those terms, and recommended them to the full Board. After resolution of a few final legal points subsequent to the Executive Committee meeting, the language of the agreements has been finalized.

Two agreements have been negotiated, an "Employment Agreement" and an "Employee Confidentiality, Works, and Invention Agreement." Mr. Touton reviewed the terms of these agreements with the Board. These agreements provide for ICANN to employ Dr. Lynn for two years (ICANN having the option to extend for one year), beginning at the end of the Melbourne meeting in March 2001, at a salary of US$ 245,000 per year. In addition, ICANN would provide Dr. Lynn with suitable office facilities in Palm Springs, California USA (near his home) where he may work for a portion of his time, as well as medical, vacation, and other employment benefits. The agreement may be terminated by either party with twelve months notice during the first two years and six months notice during the third year, if ICANN chooses to extend the term.

The Board discussed the terms that had been negotiated, including the appropriateness of the compensation level and the twelve-month notice period for termination of the agreement. Although the twelve-month period is longer than typical for many types of employment, Board members expressed the view that a period of this length is more typical for CEO positions. As to compensation level, Dr. Cerf stated that a poll of salary levels had shown the negotiated compensation to be in the middle of the compensation range for CEO positions at organizations with similar size and magnitude of responsibility. In response to a question from the Board, Mr. Touton stated that the estimated cost of providing the Palm Springs office (with associated travel, etc.) was US$ 25,000 per year.

Several Board members noted that they were especially pleased that the executive search committee had located a candidate with qualifications as strong as Dr. Lynn's.

During the above discussion, Nii Quaynor joined the meeting.

Upon motion by Linda Wilson, which Jonathan Cohen seconded, the Board unanimously adopted the following resolutions:

Whereas, Michael M. Roberts, agreed in October 1998 to serve as ICANN's initial President and Chief Executive Officer during ICANN's formative period and until arrangements for a more permanent President and Chief Executive Officer could be made;

Whereas, on November 4, 1999, the Board adopted resolution 99.123 establishing the Executive Search Committee as a Committee of the Board "responsible for overseeing the search for a Chief Executive Officer and other officers as appropriate," with membership consisting of Vint Cerf (Chair), Jonathan Cohen, Hans Kraaijenbrink, and Alejandro Pisanty;

Whereas, on the recommendation of the Executive Search Committee, in resolution 00.22 the Board authorized the retention of an executive search firm to assist in locating suitable candidates for the position of President and Chief Executive Officer, to succeed Mr. Roberts;

Whereas, ICANN retained Christopher Mill & Partners for that purpose;

Whereas, under the direction of the Executive Search Committee, Christopher Mill & Partners conducted an extensive worldwide search for candidates for the position, involving extensive consultation with members of the Internet community involving over 300 contacts and identification of a diverse group of candidates requiring serious consideration, including candidates from each of ICANN's five regions;

Whereas, the Executive Search Committee reviewed the results of this search and recommended to the Board that Dr. M. Stuart Lynn be chosen as ICANN's new President and Chief Executive Officer;

Whereas, on 13 December 2000 the Board informally authorized the commencement of negotiations with Dr. Lynn regarding the terms of employment;

Whereas, an agreement in principle, subject to Board approval, has been reached on the terms of Dr. Lynn's employment;

Whereas, the Executive Committee discussed these terms of Dr. Lynn's employment on 6 January 2001 and, based on that consultation, the language of an Employment Agreement and an Employee Confidentiality, Works, and Invention Agreement between ICANN and Dr. Lynn has been finalized;

Whereas, the terms of employment and the language of the Employment Agreement and an Employee Confidentiality, Works, and Invention Agreement have been presented to the Board for its consideration;

Whereas, based on the various presentations it has received the Board is of the view that Dr. Lynn should succeed Mr. Roberts as President and Chief Executive Officer and that ICANN should enter into an Employment Agreement and an Employee Confidentiality, Works, and Invention Agreement, substantially in the form presented, with Dr. Lynn;

Whereas, Mr. Roberts has expressed his intent to resign as President and Chief Executive Officer effective at the conclusion of the Board's meeting in Melbourne, Australia on 13 March 2001;

Resolved [01.01], M. Stuart Lynn be, and hereby is, elected as President and Chief Executive Officer of the Corporation, to be effective upon Michael M. Roberts' resignation from that position, and to serve at the pleasure of the Board and in accordance with the Bylaws of the Corporation, and shall hold his office until his resignation, removal, or other disqualification from service, or until his successor shall be elected and qualified;

Further resolved [01.02] that a salary for Dr. Lynn at the rate of US$245,000 per annum and the other terms and benefits of Dr. Lynn's employment are approved;

Further resolved [01.03] that the current President and Chief Executive Officer is authorized to enter on behalf of the Corporation into an Employment Agreement and an Employee Confidentiality, Works, and Invention Agreement with Dr. Lynn in substantially the same form as presented to the Board;

Further resolved [01.04] that the Vice President and General Counsel may authorize disbursements of the Corporation's funds, and sign checks, in individual amounts not exceeding US$25,000, to the order of Dr. Lynn, that fulfill the terms of the Employment Agreement with Dr. Lynn once it is entered; and

Further resolved [01.05] that the Board expresses its thanks to Christopher Mill & Partners, to the members of the Executive Search Committee, and to the many others in the Internet community who contributed to the successful search for ICANN's second President and Chief Executive Officer.

It was agreed that an announcement of Dr. Lynn's election would be announced later on the day of the meeting.

Alejandro Pisanty joined the meeting at this point.

Committees

Dr. Cerf noted that the Executive Committee had met on 6 January 2001 and formulated the following recommendations regarding membership on the Board's committees (other than the Executive and Finance Committees, which have already been populated):

After brief discussion, the following resolutions were made by Hans Kraaijenbrink, with a second from Alejandro Pisanty:

Audit Committee

Resolved [01.06] that the Audit Committee (a Committee of the Board) designated in resolution 99.127 hereby is continued. The provisions of resolution 99.127 shall continue to apply to the Audit Committee, except that the Chair of the Audit Committee shall be Philip Davidson and the Audit Committee's other members shall be Frank Fitzsimmons and Jun Murai.

Committee on Conflicts of Interest

Resolved [01.07] that the Committee of the Board of Directors on Conflicts of Interest, as described in Section 3 of the Conflicts of Interest Policy adopted in resolution 99.19, hereby is continued. Rob Blokzijl hereby is appointed as the Chair of the Committee of the Board of Directors on Conflicts of Interest; Karl Auerbach and Philip Davidson hereby are appointed as the committee's other members.

Meetings Committee

Resolved [01.08] that there be, and there hereby is, effective immediately, designated a Committee of the Board to be named the "Meetings Committee," responsible for consulting with the President and staff on selection of sites for the Board's annual and regular meetings and on other aspects of the facilities and arrangements for those meetings;

Further resolved [01.09], that Jonathan Cohen hereby is appointed as chair of the Meetings Committee and that Sang-Hyon Kyong, Andy Mueller-Maguhn, and Nii Quaynor hereby are appointed as the Meetings Committee's other members.

Reconsideration Committee

Resolved [01.10] that the Committee of the Board of Directors on Reconsideration, as described in the Reconsideration Policy adopted in resolution 99.20, hereby is continued. Hans Kraaijenbrink hereby is appointed to continue as chair of the Committee of the Board of Directors on Reconsideration; Ken Fockler and Amadeu Abril i Abril hereby are re-appointed as members of the Committee of the Board of Directors on Reconsideration; and Masanobu Katoh and Alejandro Pisanty hereby are appointed as members of the Committee of the Board of Directors on Reconsideration.

The above resolutions were adopted unanimously.

At Large Membership Study

Mr. Roberts and Mr. McLaughlin gave a presentation on the At-Large membership study. Since the second annual meeting in November 2000, they and others have been working to bring together the various aspects of the At-Large study. Based on that work, Mr. Roberts explained that it is now appropriate for the Board to adopt a written charter for the study committee, to consider appointing a chair and vice-chairs for the study, and to authorize appointment of an executive director and US$ 100,000 in inital funding to support to the study committee's efforts.

Mr. McLaughlin described the process by which the proposed At-Large Study Committee charter was developed. At the November 2000 meeting, the Board directed the staff to post and invite public comment on recommendations on how the study should be implemented. Recommendations were posted on 27 November 2000 and public comments were received through 27 December 2000. Sixty separate posts (or comments) were received, of which 28 were deemed "off-topic" or not relevant to the Board's consideration of the staff recommendations. Some comments had multiple signatories or represented the views of organizations, including a post from the France At Large Association and one representing the Center for Democracy and Technology, Common Cause, and Oxford University's Programme in Comparative Media Law and Policy. The comments are summarized below.

Structure (and scope) of the study

A majority of comments in this area urged that the option of reducing or eliminating At Large Board seats be removed from the Study Committee's charter. Concerns such as de-legitimizing ICANN, disenfranchising the user community, and contradicting previous ICANN commitments were raised regarding this issue. Most of these comments were coupled with a request that the study focus on improving the election process and re-opening At Large Member registration to directly elect additional At Large Directors. Some of these comments also called for a re-examination of the entire ICANN structure and especially the other Board seats, if the study re-considered the existence of At Large Directors.

Comments supportive of re-examining the At Large concept were received, and the Study Committee was urged to focus on defining "At Large Member" along with addressing the At Large membership's purpose, role, and representational structure. Also receiving support was the recommendation that the Study Committee use self-generated studies from the Internet community.

A majority of posts provided answers to the questions proposed for inclusion in the Study Committee's report to the Board, rather than commenting on or adding to the questions themselves. However, recommendations were made on areas of study, including proposed questions on nominations, registration, activation, voting, usability (including language barriers), underprivileged/underrepresented users, election processes, candidates, stakeholder communities, hi-jacking/fraud, dues/fees, At Large participation throughout the ICANN structure, and the structure and purpose of At Large membership.

Composition

In general, comments in this area did not object to the proposed composition. Recommendations on Study Committee membership included the following: a minimum of two people who participated in the election; two (and no) current Board Members; the current At Large Directors and Vint Cerf and a representative of the U.S. Chamber of Commerce; and an election specialist with knowledge of "comparative cultural values toward political elections" (if a specialist is included). Also posted was a suggestion that the Committee be led by a former Director, and that the Board should approve Committee Members.

Timetable

A few concerns were raised about the short time frame proposed for the study. A suggestion was made that the public comment period be 60 days to allow more time for translation and dissemination among non-English constituencies.

Funding

A small number of posts mentioned funding, primarily objecting to the lack of specific funding sources. One post suggested that election software vendors and Internet trade groups interested in ICANN be approached for financial sponsorship and/or in kind donations.

Mr. Roberts then presented recommendations that Mr. Carl Bildt be appointed as chair of the At-Large Study Committee and that Mr. Charles Costello and Mr. Pindar Wong be appointed as vice-chairs. He noted that once these were appointed the remainder of the membership of the committee could be completed. Suggestions for membership have already been received from many organizations, including members of Supporting Organization councils, DNSO constituencies, Regional Internet Registries, the former Membership Advisory Committee, and the Membership Implementation Task Force.

Various Board members offered their views that a renewed call for members should be conducted once the chair and vice-chairs are announced.

The Board then discussed the appropriateness of the proposed candidates for chair and vice-chairs, with various opinions being expressed. In response to a question, Mr. Touton indicated that under Article VII of the bylaws the Board must itself appoint members of the At-Large Study Committee.

As to funding requirements, Mr. Roberts noted that they remained uncertain. Accordingly, he proposed that the Board allocate US$ 100,000 in initial funding, to be supplemented later once the funding requirements are better understood.

The Board then discussed at length various aspects of the proposed approach to the At-Large study. Mr. Auerbach presented a series of concerns he had with the proposed At-Large Study Committee.

Mr. Roberts suggested that the Board vote on the issues in three segments: committee charter, chair and vice-chairs, and funding and staff support. Mr. Kraiijenbrink then moved (Mr. Cohen seconded) that the Board adopt the following resolution establishing the Committee's charter:

Whereas, the Board has vigorously addressed since its initial formation the many issues connected with the formation of an At Large membership structure for ICANN;

Whereas, at its Berlin meeting, the Board favorably received the report of its Membership Advisory Committee (MAC) and, in resolution 99.48A, directed staff to develop proposals for an At Large structure that would be responsive to the MAC Commentary;

Whereas, at its Santiago meeting, the Board adopted resolutions 99.87 and 99.88, which contemplated an At Large Council structure and directed staff to proceed with an At Large election project and related funding proposal;

Whereas, at its Cairo meeting, the Board noted significant and continuing debate within the Internet community on fundamental issues of At Large membership structure and, in resolution 00.18, directed the ICANN staff to proceed with (a) direct election of five At Large Directors, to be completed prior to the Annual Meeting in 2000, and (b) revisions to the Bylaws to accomplish a "comprehensive study of the concept, structure, and processes relating to the At Large membership" commencing after the Annual Meeting in 2000;

Whereas, at its Yokohama meeting, the Board adopted resolution 00.52, amending the bylaws to implement the Cairo resolution, with certain revisions based on views of some segments of the community expressed at the Yokohama meeting;

Whereas, at its Annual Meeting in 2000 in Marina del Rey, the Board adopted resolution 00.85 directing the staff to post for public comment a staff paper on implementation of the At Large study originally called for in the Cairo resolution and implemented in the bylaw revisions adopted in Yokohama;

Whereas, as a result of analysis of public comments and additional staff work, the President has recommended to the Board:

(1) the creation of an At Large Membership Study Committee, composed of seven to nine members representing, to the extent practical, the breadth of relevant interests in the Internet community, including non-commercial interests, commercial interests, public bodies (governments, treaty organizations or other multi-national organizations), the technical community, and the general user community;

(2) the adoption of an At Large Membership Study Committee charter that provides sufficient direction from the Board to the Study Committee's Chairman and members to ensure that the objectives of the study, as stated in bylaws Article II, section 5, are met;

(3) the appointment of an At Large Membership Study Committee Chair and two Vice-Chairs to be responsible for management and direction of the study;

(4) the selection of a study Executive Director and other administrative and financial arrangements;

Therefore, it is

Resolved [01.11] that there is hereby established a temporary Advisory Committee, to be known as the "At Large Membership Study Committee." The committee shall have the following charter:

Charter for the ICANN At Large Membership Study Committee

1. Introduction

The At Large Membership Study Committee will undertake a comprehensive study of the concept, structure and processes relating to an "At Large" membership for ICANN, as provided by Article II, Section 5, of the ICANN Bylaws.

The Study Committee will seek input from all interested parties and work to achieve a broad consensus on effective means by which the diverse global Internet communities and stakeholders may participate in ICANN's policy development, deliberations, and actions.

The Study Committee will work without preconceptions as to a preferred outcome. Previous decisions and conclusions regarding an "At Large" membership will be informative but not determinative.

2. Scope of the At-Large Study

The Study Committee will work toward a consensus solution for At Large participation in ICANN that

(a) provides an appropriate mechanism for input by the general Internet community, while

(b) also permitting effective and efficient management of ICANN and the achievement of its specific technical and administrative mission.

In addition to other inquiries it may deem appropriate, the Study Committee shall specifically address the following questions, which are required by the Bylaws section cited above:

(a) Should the ICANN Board include At Large Directors?

(b) If so, how many such At Large Directors should there be?

(c) How should any such At Large Directors be selected?

(d) If selection by an At Large membership is recommended, what processes and procedures should be used to create that At Large membership? What minimum criteria, if any, should be required for membership? Precisely how should an At Large membership select At Large Directors?

(e) If an At Large membership is to exist, what should its structure, role and functions be? How should it be funded?

The Study Committee may also consider the proper relationship between an At Large membership and ICANN's three Supporting Organizations, the open policy development bodies charged with the formation of consensus policies on the unique identifiers and addresses that ICANN is responsible for coordinating.

3. Participation in the At Large Study

The Study Committee will encourage the participation of organizations and individuals worldwide, including the development of independent studies and analyses from across the global Internet's diverse communities and stakeholders.

The Study Committee, with appropriate staff support, will provide multiple mechanisms for community input, including public forums, mailing lists, and one or more public meetings. In addition, the Study Committee may wish to facilitate the development of consensus in other ways, including the preparation and distribution of concept papers and draft recommendations, and the promulgation of specific questions and other inquiries to those participating in this effort.

The Study Committee will maintain a public website with information about its work and schedule, and links to relevant information, including independent studies and analyses.

4. Study Committee Reports

At regular intervals, the Study Committee shall issue reports on its progress, including such preliminary findings and points of community consensus as may be appropriate.

In its work and in its reports, the Study Committee will seek to facilitate the transformation of the various inputs that it receives into a comprehensive set of recommendations that can attract broad support throughout the Internet's communities.

The Study Committee shall issue its final report in draft form for public comment at least sixty days prior to its formal presentation to the ICANN Board. The pertinent parts of public comments on the draft final report shall be included in the final report.

5. Operation and Budget of the Study Committee

The Chair and two Vice Chairs will be responsible for the management of the study. The Chair and Vice-Chairs will have the authority to call meetings, set agendas, and direct the work of the Executive Director. The Committee will work on the basis of consensus, taking votes only as needed, at the discretion of the chair.

Working with the Chair, the ICANN CEO will arrange financial support for the Study Committee's activities, including at least one dedicated staff person (the Executive Director). Prior to the ICANN Melbourne meeting, the Study Committee will make recommendations to ICANN Board on the necessary level of funding for the completion of its work, including external grant support if found necessary and appropriate. The study committee members will serve without compensation except for their costs associated with committee meetings and travel and other out of pocket expenses.

For purposes of funding and administration, the Executive Director will report to ICANN's CEO; in all other respects, the Executive Director will report to the Chair of the Study Committee.

6. Access to At Large Membership Data

Subject to ICANN's stated data privacy protections and appropriate non-disclosure agreements, the Study Committee (or its designee) will be afforded full access to ICANN's At Large Membership databases. It is expected that the Study Committee will undertake a statistical analysis, and will make publicly available aggregate data relating to the At Large Membership registration and voting process in 2000.

7. Study Timetable

The Study Committee will present its first preliminary report at the first ICANN meeting in 2001, to be held in Melbourne, Australia on March 10-13, 2001, including the Committee's views on the schedule and process which it thinks are necessary to accomplish its mission, with the understanding that any such schedule must conclude with an ICANN Board decision that can be fully implemented, as required by the current bylaws, no later than the ICANN Annual Meeting in 2002.

The above motion establishing the charter was adopted with 12 votes in favor and Mr. Auerbach opposed. At this point, it was discovered that Mr. Quaynor was no longer present on the call.

Mr. Auerbach then moved, and Mr. Fockler seconded, the following additional resolution:

Further resolved [01.12] that the Mr. Carl Bildt hereby is appointed as the Chairman of the At Large Membership Study Committee and that Mr. Charles Costello and Mr. Pindar Wong hereby are appointed as Vice-Chairmen of the At Large Membership Study Committee.

Resolution 01.12 was adopted unanimously. At this point, Ms. Wilson moved, and Mr. Fockler seconded, the following additional resolution, which also was adopted unanimously:

Further resolved [01.13] that the President is authorized to retain the services of appropriate personnel, including an Executive Director, to assist the At Large Membership Study Committee in its work, to cause appropriate announcements to be made regarding the committee, and otherwise to implement the committee, and is authorized, in consultation with the Finance Committee, to commit up to US$100,000 in funds to support the At Large Membership Study, pending further action of the Board at its Melbourne meeting.

Reconsideration Requests

The Board discussed the Reconsideration Committee's recommendations on Requests 00-6 and 00-7, which were posted on Sunday, 21 January 2001. Because of the short time between posting and the Board meeting, the Board decided to defer action on these recommendations until the next Board meeting.

The meeting was adjourned at 15:28 UTC (7:28 am U.S. Pacific Standard Time).

_______________________
Louis Touton
Secretary

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