INTERNET CORPORATION FOR ASSIGNED NAMES AND NUMBERS
MINUTES OF SPECIAL ORGANIZATIONAL MEETING
16 November 2000

A special organizational meeting of the Board of Directors of the Internet Corporation for Assigned Names and Numbers ("ICANN") was held on 16 November 2000 in the California Ballroom of the Marina Beach Marriott, which is located at 4100 Admiralty Way, Marina del Rey, California 90292 USA. Earlier in the day, a regular meeting of the Board was held in the same location and at the conclusion of the regular meeting five new at-large members of the Board were seated, taking the place of five of the initial Board members. After a short break, an organizational meeting of the newly constituted Board was held, with the following Directors of the Corporation present: Amadeu Abril i Abril, Karl Auerbach, Robert Blokzijl, Ivan Moura Campos, Vint Cerf, Jonathan Cohen, Phil Davidson, Frank Fitzsimmons, Ken Fockler, Masanobu Katoh, Hans Kraaijenbrink, Sang-Hyon Kyong, Andy Mueller-Maguhn, Jun Murai, Alejandro Pisanty, Nii Quaynor, Michael Roberts, Helmut Schink, and Linda S. Wilson. The meeting was held in open session to permit interested persons to observe the proceedings. The Corporation's Secretary, Louis Touton, recorded the proceedings.

The term of the former Chairman, Esther Dyson, having expired, the meeting was called to order by Michael Roberts, the Corporation's President, at 2:54 pm U.S. Pacific Standard Time.

Mr. Roberts noted that the agenda of the meeting called for election of a new Chairman, Vice-Chairman, and Executive Committee of the Board. Mr. Cohen suggested that Vint Cerf be elected Chairman, Alejandro Pisanty be elected Vice-Chairman, and that Directors Vint Cerf, Alejandro Pisanty, Hans Kraaijenbrink, Nii Quaynor, Sang-Hyon Kyong, and Michael M. Roberts serve as members of the Executive Committee.

At Mr. Auerbach's request, separate votes were held on the three matters.

ELECTION OF THE CHAIRMAN OF THE BOARD

Upon motion duly made and seconded, the Board adopted the following resolution:

RESOLVED [00.93], that Vinton Cerf is elected as Chairman of the Board to serve at the pleasure of the Board and in accordance with the Bylaws of the Corporation, and shall hold such office until his resignation, removal or other disqualification from service, or until his successor shall be elected and qualified.

Seventeen Directors voted in favor of this resolution; Mr. Cerf and Mr. Mueller-Maghun abstained.

ELECTION OF THE VICE-CHAIRMAN OF THE BOARD

Upon motion duly made and seconded, the Board adopted the following resolution:

RESOLVED [00.94], that Alejandro Pisanty is elected as Vice-Chairman of the Board to serve at the pleasure of the Board and in accordance with the Bylaws of the Corporation, and shall hold such office until his resignation, removal or other disqualification from service, or until his successor shall be elected and qualified.

Seventeen Directors voted in favor of this resolution; Mr. Mueller-Maghun and Mr. Pisanty abstained.

EXECUTIVE COMMITTEE OF THE BOARD

Upon motion duly made and seconded, the Board adopted the following resolution:

RESOLVED [00.95], that the Executive Committee (a Committee of the Board) designated in resolution 99.120 is hereby continued. The provisions of resolutions 99.120, 99.121, and 99.122 shall continue to apply to the Executive Committee, except that the members of the Executive Committee, in addition to the Chairman, shall be Alejandro Pisanty, Nii Quaynor, Sang-Hyon Kyong, Hans Kraaijenbrink, and Michael M. Roberts.

Thirteen Directors voted in favor, Mr. Auerbach voted against, and five Directors abstained.

OTHER BUSINESS

The five new At-Large Directors (Mr. Auerbach, Mr. Campos, Mr. Katoh, Mr. Mueller-Maguhn, and Mr. Quaynor) were welcomed to the Board. After a brief discussion, it was noted that it may be appropriate to repopulate the other existing Board committees, and to consider formation of a Finance Committee, but that no immediate action was required.

The meeting was adjourned at 3:06 pm U.S. Pacific Standard Time.

_______________________
Louis Touton
Secretary