Special Meeting of the Board Minutes 12 February 2002


A meeting of the Board of Directors of the Internet Corporation for Assigned Names and Numbers ("ICANN") was held by teleconference on 12 February 2002. The following Directors of the Corporation were present by telephone: Vint Cerf (chairman), Amadeu Abil i Abril, Rob Blokzijl, Ivan Moura Campos, Lyman Chapin, Jonathan Cohen, Phil Davidson, Frank Fitzsimmons, Masanobu Katoh, Hans Kraaijenbrink, Sang-Hyon Kyong, Stuart Lynn, Andy Mueller-Maguhn, Jun Murai, Alejandro Pisanty, Nii Quaynor, and Linda S. Wilson. Also present on the teleconference were Louis Touton, Vice-President, Secretary, and General Counsel of the Corporation, and Andrew McLaughlin, Vice-President and Chief Policy Officer of the Corporation. Chris Ray and Lori Mosich of KPMG, the Corporation's auditors, also attended a portion of the meeting.

The meeting was called to order by Vint Cerf at 14:10 UTC (6:10 am U.S. Pacific Standard Time).

Approval of Minutes

Mr. Touton noted that he had completed draft minutes of the Board's 13 December 2000 meeting, which had been circulated to the Board on 11 February 2002. Upon Mr. Mueller-Maguhn's request, the Board's consideration of these draft minutes was deferred until a later meeting due to the short time before the meeting for their review. Dr. Kyong voiced concern that minutes of Board meetings were not being presented to the Board and approved in a relatively prompt manner and, after some discussion, the Board agreed that draft minutes should be presented to the Board within three months of the meeting recorded by the minutes. Mr. Touton stated that he would strive to achieve that timeliness, after the current efforts to catch up with the backlog of past minutes progressed.

Reconsideration Request

Mr. Kraaijenbrink noted that on 18 January 2002 the Reconsideration Committee issued a recommendation on a request for reconsideration (RC 01-5) submitted by Michael Froomkin and Jonathan Weinberg. The request seeks review of the publication on the ICANN web site of a document entitled "A Unique, Authoritative Root for the DNS", with the designation "ICP-3". The Committee's recommendation was reported to the Board at the 21 January 2002 Board meeting, but consideration of the recommendation was deferred at a Board member's request to allow additional time for it to be reviewed.

Mr. Kraaijenbrink noted that the request for reconsideration asks that the ICP-3 document be withdrawn from the ICP (Internet Coordination Policy) series. The Reconsideration Committee recommends that the Board deny the request for withdrawal because the document does not create new policy but simply documents existing policy. The Reconsideration Committee recommends, however, that to remove doubts about the status of ICP documents, the Board should explicitly adopt the three documents currently in the ICP series and should require that additional members of the ICP series be designated only with Board endorsement.

To accomplish this result, Mr. Kraaijenbrink moved, with a second by Mr. Katoh, that the Board adopt the following resolutions:

Resolved [02.09] that the Reconsideration Committee's Recommendation RC 01-5 is adopted for the reasons stated in that recommendation.

Resolved [02.10] that the Board adopts the designation of ICP-1, ICP-2, and ICP-3 as members of the ICP series of documents.

Resolved [02.11] that the Board adopts the practice that additional designations of documents in the ICP series be made only upon Board endorsement.

In discussion, Board members noted that publication of advisories and other explanations of policies should be encouraged, and a requirement for Board endorsement of every statement of policies would be impractical and counterproductive. Major policies, however, should be authoritatively stated in a collected series of documents endorsed by the Board.

Mr. Mueller-Maguhn stated that he opposed the designation of ICP-3 and would like to strip the issue of whether that document should be included in the ICP series from the remainder of the resolutions. At the suggestion of Mr. Abril i Abril, the Board agreed that a separate vote should be taken on the three resolutions.

A separate vote was taken. Resolutions 02.09 and 02.10 were adopted with 16 votes in favor and Mr. Mueller-Maguhn voting against. Resolution 02.11 was adopted unanimously.

Bylaw Amendment Regarding Term Alignment

Mr. Touton reported on the public comments on a proposed bylaw amendment that was posted for on the ICANN web site on 28 December 2001. The bylaw amendment would revise the terms of Directors selected by supporting organizations so that they begin and end at the conclusion of ICANN's annual meetings. Very little comment was received on the web site, and what was received related to the terms of at-large Directors, not Directors selected by supporting organizations. A statement of support for the amendment was adopted by the Protocol Council. One comment forwarded by the Names Council. It related to the mechanics of the proposal, but according to Mr. Touton the comment appears to be based on a misunderstanding of the proposal. Mr. Touton posted an explanation in response to this comment.

Mr. Cohen moved, with a second by Dr. Wilson, that the Board adopt the following resolution amending the bylaws:

Whereas, at its third annual meeting on 15 November 2001 the Board informally requested the General Counsel to prepare and post for public comment a proposal to amend the bylaws to have the terms of the directors selected by the Supporting Organizations begin and end at the conclusion of ICANN's annual meeting of the year in which replacements are selected;

Whereas, the General Counsel prepared proposed bylaw revisions and they were posted for public comment, with a deadline for public comments on 31 January 2002;

Whereas, five comments were received and reviewed by the Board;

Whereas, the Board concludes that the proposed bylaw revisions, amended to eliminate also the phrase "beginning in the year 2000" from proposed Article V, Section 9(b) (that clarifying elimination is not intended to affect the meaning of the provision), would be in the best interest of ICANN;

Resolved [02.12] that the Board adopts the following amendments to the ICANN Bylaws, to become effective immediately:

Article V, Section 9(b) is amended to read:

(b) Prior to October 1 of each year, each Supporting Organization entitled to select a Director (other than an Original Director selected by the Supporting Organization under Section 2 of this Article) shall make its selection according to the procedures specified by Article VI (including Articles VI-A, VI-B, and VI-C). The Supporting Organization shall give the Secretary of the Corporation written notice of the selection within fifteen days after that selection.

The preamble to Article V, Section 9(c) is amended to read:

(c) The regular term of office of a Director shall be as follows:

Article V, Section 9(c)(4) is amended to read:

4. The staggered terms of the Original Directors selected by any Supporting Organization as provided by Section 2 of this Article shall extend until the conclusion of the second, third, and fourth Annual Meeting of the Corporation, respectively, after the Supporting Organization's notification of their selections and designations is received by the Secretary.

Article V, Section 9(c)(5) is added to read:

5. The term of a Director selected by any Supporting Organization to succeed a Director previously selected by it (other than a Director selected to fill a vacancy) shall expire at the conclusion of the third Annual Meeting of the Corporation after the one at the conclusion of which the term of the Director's predecessor expired.

Dr. Kyong noted his concern that the amendment has the effect of (slightly) extending his term of office. Although he believes that the amendment has merit as a correction of an undesirable feature of the current bylaws, he stated he would recuse himself from voting on the resolution because of his self-interest.

Mr. Touton stated his view that recusal by those Directors selected by supporting organizations is not necessary. He noted that because Directors are uncompensated, they have no financial interest in the slight delay in the roll-over dates of their terms. He also noted that no supporting organization had objected to the amendment, and that the PSO had affirmatively stated its support. Finally, he noted that participation by at least some of the all nine Directors selected by the supporting organizations was necessary if the amendment is to be adopted, since Article XII of the bylaws requires a vote by at least two-thirds of all Directors to amend the bylaws.

Dr. Kyong proposed that the amendment be revised to provide that the terms of currently seated Directors would not be extended, thereby avoiding issues of participation in the vote by the Directors selected by the supporting organizations. In the ensuing discussion, various Directors expressed the view that the proposed amendment presented no disqualifying conflict of interest for the Directors selected by the supporting organization. Dr. Kyong's proposed amendment was not seconded.

The Board then adopted resolution 02.12 as moved by Mr. Cohen, with 16 votes in favor and Dr. Kyong abstaining due to self-recusal.

Security Committee

Dr. Lynn reported that Dr. Stephen Crocker has been appointed as chair of the President's standing committee on the security and stability of the Internet's naming and address allocation systems established by resolution 01.117 at the November 2001 annual meeting. Several other persons have agreed to serve as members and Dr. Lynn and Dr. Crocker are working on a proposed charter in consultation with them.

At-Large Contingency Plan

Following up on resolution 01.130 and the presentation he gave at the 21 January 2002 Board meeting, Dr. Lynn stated that he was formulating a timeline for an At-Large voting process in the event that the Board decides to proceed with a vote. It is possible to conduct an At-Large vote in calendar year 2002 in the event that is the decision of the Board.

2000-2001 Fiscal Year Audit

At this point in the discussion, Dr. Lynn introduced Chris Ray and Lori Mosich of KPMG LLP, who had just joined the meeting. They gave a presentation on KPMG's audit of ICANN for the fiscal year ended 30 June 2001. KPMG's report of this audit has been posted on the ICANN web site. Mr. Ray noted that audits are performed to determine whether financial statements fairly communicate the financial status of an entity. He pointed out that, as stated in Note 1 to the audited statements, the accounts of the DNSO are included in the audited financial statements because ICANN, on behalf of DNSO, receives and processes the contributions that DNSO receives from its membership. He discussed KPMG's overall opinion on the statements, which removed qualifications from the previous year's audit.

A session followed in which the KPMG representatives responded to questions from members of the Board. Mr. Ray noted that, although there will be a continuing need to review its financial controls as ICANN evolves, the audit found no material weaknesses in the controls and no suggestion of any fraud. A discussion ensued regarding the audit procedures used to sample transactions and verify the presence and observance of financial controls.

In response to a question by Dr. Wilson, Mr. Ray acknowledged that ICANN presents some unusual characteristics, but stated that the auditors did not encounter any characteristic for which they could not adjust.

At the conclusion of their presentation, Chris Ray and Lori Mosich left the meeting. At this point, Mr. Fitzsimmons also left the meeting.

Approval of .jp ccTLD Sponorship Agreement

Mr. Touton presented a ccTLD Sponsorship Agreement he negotiated with Japan Registry Services Co., Ltd. (JPRS) for the .jp ccTLD. For the reasons stated in the IANA Report on Request for Redelegation of the .jp Top-Level Domain, the IANA has concluded that the .jp domain should be redelegated from its current delegee, Jun Murai, to JPRS upon completion of a mutually satisfactory agreement between ICANN and JPRS. This conclusion was supported by Dr. Murai, the Japanese government, and many comments from the Japanese Internet community. The agreement that has been negotiated conforms generally to the model ccTLD agreement for triangular situations posted on the ICANN website, but has certain adjustments to reflect an arrangement under which the Japanese government and JPNIC (JaPan Network Information Center) will cooperate in serving the role (done exclusively by the government in the model agreement) of supervising the delegee's operation of the ccTLD in the interests of the local Internet community.

The Board discussed the unusual nature of this arrangement, with Board members stating that it appeared to be an advantageous variation of the model triangular arrangement. Dr. Kyong moved, with Mr. Katoh's second, that the Board adopt the following resolutions:

Whereas, negotiators for Japan Registry Services Co., Ltd., and ICANN have reached agreement, subject to the ICANN Board's approval, on the terms of a ccTLD Sponsorship Agreement for the .jp top-level domain according to the model ccTLD agreement for triangular situations, adapted to the particular circumstances of the .jp top-level domain, and those terms have been posted on the ICANN web site;

Whereas, the President and General Counsel have recommended that the Board authorize entry of the ccTLD Sponsorship Agreement as negotiated;

Resolved [02.13] that the President is authorized to enter on behalf of ICANN the ccTLD Sponsorship Agreement for .jp as posted on the ICANN website, along with any minor corrections or adjustments as appropriate;

Resolved [02.14] that, upon signature of the agreement, the President is authorized to take such actions as appropriate to implement the agreement.

Dr. Kyong inquired about what steps were being taken regarding agreements with other ccTLDs. Dr. Lynn reported that discussions were ongoing regarding several ccTLDs. He noted that experience is showing that different ccTLDs will require different kinds of agreements; because of this it will be a very slow process to achieve ccTLD agreements.

The Board adopted resolutions 02.13 and 02.14 with 15 votes in favor and Dr. Murai abstaining due to self-recusal.

Upcoming Meetings

Dr. Lynn reported that ICANN will meet in Bucharest on 24-28 June 2002 and in Shanghai on 22-26 October 2002. Members of the Meetings Committee discussed the Committee's reasoning for selecting these locations.

Various Board members stated their hope that decisions on the location and schedule of 2003 meetings could be made farther in advance than they were made for 2002.

Upon motion, the meeting was adjourned at 15:55 UTC (7:55 am U.S. Pacific Standard Time).

Louis Touton