Minutes Special Meeting of the Board 30 August 2000

A meeting of the Board of Directors of the Internet Corporation for Assigned Names and Numbers ("ICANN") was held by teleconference on 30 August 2000. The following Directors of the Corporation were present by telephone: Esther Dyson, Chairman, Jean-François Abramatic, Robert Blokzijl, Geraldine Capdeboscq, Vint Cerf, Jonathan Cohen, Greg Crew, Ken Fockler, Hans Kraaijenbrink, Jun Murai, Alejandro Pisanty, Michael Roberts, Eugenio Triana, and Linda S. Wilson. Also present on the teleconference were Louis Touton, Vice-President, Secretary, and General Counsel of the Corporation; Andrew McLaughlin, Chief Financial Officer of the Corporation; and Joe Sims of Jones, Day, Reavis & Pogue.

The meeting was called to order by Esther Dyson at 5:02 am U.S. Pacific Daylight Time.

AGREEMENTS WITH UNITED STATES GOVERNMENT

Mr. Touton noted that the scheduled date of 30 September 2000 for completion of the transition from U.S. Government to ICANN responsibility for technical coordination of the Internet is approaching and, as reflected in ICANN's 30 June 2000 status report to the U.S. Government, several necessary tasks are not yet completed. He reported on discussions with the U.S. Department of Commerce concerning adjustments to reflect the slower-than-anticipated progress on the transition tasks. Those adjustments involve (a) revision of the task list to reflect tasks completed and (b) extension of the agreements for up to one year from September 30, 2000.

The list of tasks remaining to be completed is, in summary:

1. Continued advice on private sector functions related to technical management of the DNS.
2. Legal agreements with the Regional Internet Registries (RIRs).
3. Continued work on the ICANN Independent Review process.
4. Continued development of enhanced architecture for root server security.
5. Following approval, testing and implemention of the enhanced root-server system architecture, including ICANN's operation of the authoritative root, under appropriate terms and conditions.
6. Agreements with the organizations operating country-code top level domains.
7. Implementing new TLDs.
8. Other activities, as agreed by the parties.

The question of continuing U.S. Government approvals for TLD nameserver changes was discussed. Mr. Touton explained that, as described at the public forum in Yokohama, the Department of Commerce's intention, on a TLD-by-TLD basis, is to revise its role in approving root-zone changes as ICANN enters into stable and appropriate agreements with the TLD organizations.

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

Whereas, on 25 November 1998 the United States Government entered a Memorandum of Understanding (MOU) with ICANN, recognizing it as the private-sector, not-for-profit corporation to which various technical coordination tasks for the Internet would be transitioned;

Whereas, the MOU called for ICANN to develop and test various mechanisms to allow stable, private-sector technical coordination during a transition period in which the effectiveness and stability of these mechanisms would be demonstrated;

Whereas, the U.S. Government has subsequently entered into two other agreements with ICANN for provision of services during the transition period: a Cooperative Research and Development Agreement (CRADA) and a purchase order for the IANA function;

Whereas, on 30 June 2000 ICANN submitted its second status report to the US Government under the MOU describing the progress ICANN has made on completing the development and testing tasks identified in the MOU;

Whereas, although the transition period was originally scheduled to be completed by 30 September 2000, it now appears that some transition tasks will remain pending on that date;

Whereas, the U.S. Government has indicated that it is willing to extend the time for ICANN, ccTLD managers and affected governments, the RIRs, the root-server operators, and other stakeholders to complete the tasks for up to one more year;

Whereas, the U.S. Government has proposed amendments to the MOU, CRADA, and the purchase order for the IANA function that (a) adjust the list of ICANN's tasks to reflect progress so far and (b) provide an extension to complete the remaining tasks until 30 September 2001 or sooner if the parties agree that the tasks have been completed;

Whereas, the language of these proposed amendments has been presented to the Board;

RESOLVED [00.71] that the President is authorized to enter an Amendment 2 to the MOU, an Amendment 1 to the CRADA, and a modification 0001 to the purchase order for the IANA function in substantially the form presented to the Board.

PAYMENT FOR LEGAL SERVICES

Mr. Roberts reported that ICANN had received an invoice from Jones Day in the amount of $110,670.96 for legal services rendered in the month of June 2000. These legal services were required to defend ICANN in a lawsuit brought on June 8, 2000, by Afternic.com, Inc., a New York company that operates a domain-name auction site. In the lawsuit, Afternic claimed that ICANN treated Afternic unfairly in handling its application for accreditation by ICANN as a domain-name registrar. In its evaluation of Afternic's accreditation application, ICANN discovered that Afternic's auction activities were facilitating abusive registration activities. After some discussions, Afternic agreed to withdraw its application for accreditation and to substitute that of another, commonly owned but separately operated, company. Nonetheless, Afternic sued two months later in US federal district court in New York.

Afternic's lawsuit moved forward at a very fast pace, with the judge scheduling trial on the merits for late July 2000. Several hearings were held, pre-trial discovery was exchanged, and trial preparation progressed, until Afternic agreed in early July to dismiss its lawsuit (without prejudice), to pursue its goals within the ICANN process rather than through a court action.

Mr. Roberts stated that the costs incurred were reasonable in view of the intensive nature of the litigation and the need to prepare for trial very quickly, but noted that the experience demonstrates how expensive litigation can be.

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

Whereas, the Corporation has received an invoice from Jones, Day, Reavis & Pogue for $110,670.96 in connection with legal services provided to the Corporation during the month of June 2000;

RESOLVED [00.72] that the President is authorized to pay that invoice.

APPROVAL OF MINUTES

Mr. Touton proposed that the Board formally approve the minutes of the Board meetings of October 24, 1999, May 4, 2000, and June 6, 2000, as presented to the Board. Upon motion duly made and seconded, the Board unanimously adopted the following resolution:

RESOLVED [00.73] that the minutes of the meetings of the Board for October 24, 1999, May 4, 2000, and June 6, 2000, are hereby approved and adopted by the Board as presented.

AT-LARGE DIRECTOR SELECTION

Mr. McLaughlin presented a detailed report on the status of the At Large nomination and voting procedures. There was discussion of navigation difficulties on the At Large web site, and staff asked for any particulars so that improvements can be made. A contract with election.com for handling of the actual online voting process is expected to be signed in the few days.

CEO SEARCH

Mr. Cerf gave a brief report on progress with ICANN's CEO search. Active discussions are proceeding with one candidate, and additional candidates are being pursued.

ROOT-SERVER SYSTEM ENHANCEMENTS

Mr. Touton reported on preparations for root server system improvements, which are currently delayed by various factors, including the time required for the root server operator organizations to review the draft agreement proposed for execution with ICANN.

NEW TLD UPDATE

Mr. Touton gave a brief review of the status of the new TLD application program. Extensive application materials were posted on 15 August and applications are due by 2 October.

MARCH AND JUNE 2001 MEETINGS

Mr. McLaughlin reported that a host committee organization for an ICANN Board meeting in Melbourne on 10-13 March 2001 had submitted a proposal which appears to meet ICANN's posted meeting criteria. Mr. Roberts reported that he has been asked to explore the possibility that the Spring 2001 meeting, previously allocated to Europe, be held in Stockholm in the first week of June in conjunction with INET2001. He will discuss this with Swedish organizers and potential hosts when he is in Stockholm on 14 September 2000.

INDEPENDENT REVIEW PANEL

Ms. Wilson asked whether steps might be taken to speed up the process of appointing the members of the Independent Review Panel (IRP). Currently, the Supporting Organization Councils are in the process of naming members to the IRP nominating committee. Mr. Sims and Mr. McLaughlin explained that it is certainly possible to amend the IRP policy statement to provide a default mechanism in the event that SO's are unable to fulfill their assigned responsibility on this item. The staff will increase its efforts to get the IRP nominating committee into operation.

The meeting was adjourned at 6:46 am U.S. Pacific Daylight Time.

_______________________
Louis Touton
Secretary