Minutes | Special Meeting of the Board 19 August 2003

ICANN's Board of Directors held a meeting, duly noticed, by teleconference on 19 August 2003. Directors Vint Cerf (Chair), Ivan Moura Campos, Lyman Chapin, Mouhamet Diop, Tricia Drakes, Masanobu Katoh, Thomas Niles, Michael D. Palage, Alejandro Pisanty, Njeri Rionge and Paul Twomey (joining late) were present. Board Liaisons Steve Crocker, Roberto Gaetano, John Klensin and Francisco A. Jesus Silva also participated. Dan Halloran, ICANN Chief Registrar Liaison and Acting Secretary was present for the commencement of the call, Esmé Smith with Jones Day, outside counsel to ICANN and acting as secretary for the meeting, was also in attendance.

.org Redemption Grace Period

After a brief introduction, the following resolutions were adopted to implement the provision of a redemption grace period for expired and deleted names in the .org domain:

Whereas, in resolution 02.83, the Board authorized the President and General Counsel to conduct negotiations on behalf of ICANN toward appropriate revisions to agreements between ICANN and the unsponsored TLD registry operators to implement the proposed Redemption Grace Period applicable to registry operators in a manner consistent with an implementation proposal submitted by a Technical Steering Group on 7 June 2002;

Whereas, ICANN staff has reported to the Board that negotiations have been completed with Public Interest Registry, the operator of the .org registry, for amendments to Appendices C, G, O, and T of the .org registry agreement to provide for implementation of the Redemption Grace Period within the .org top-level domain in substantial conformity with the 7 June 2002 Technical Steering Group proposal, and has recommended that those appendices be amended accordingly, with any conforming adjustments to other appendices as may be deemed necessary or appropriate;

Whereas, the Board has reviewed the negotiated revisions to Appendices C, G, O, and T and concludes that the amendments should be approved as recommended;

The following resolution was presented for consideration by Mr. Pisanty, and seconded by Mr. Chapin:

Resolved [03.141] that the President is authorized to enter into an amendment to the .org registry agreement to include the revisions to Appendices C, G, O, and T, as well as to authorize appropriate conforming amendments to other appendices to the registry agreement as deemed necessary or appropriate.

(The Board approved the above resolution by a 10-0-0 vote.)

(Paul Twomey joined the meeting at this time)

Proposed ccTLD Agreement for .md (Moldova)

Following introduction of the topic for discussion, members of the Board reviewed and commented on the history of management of the .md ccTLD. The discussion included a review of the most recent communications by staff with government authorities in Moldova, at the conclusion of which the following resolutions were presented:

Whereas, on 10 March 2000, in resolution 00.13, the Board authorized the President and staff to work with the ccTLD managers, Governmental Advisory Committee, and other interested parties to prepare draft language for ccTLD contracts, policy statements, and/or communications, including appropriate funding arrangements, to be presented to the Board and posted for public comment as soon as practicable;

Whereas, on 13 March 2001, in resolution 01.37, the Board directed ICANN management to press forward with continued vigor toward the completion of draft legacy agreements, and to pursue, as needed, acceptable ccTLD agreements;

Whereas, negotiators for MoldData and ICANN have reached agreement, subject to the ICANN Board's approval and final verification of translated data by ICANN staff, on the terms of the ccTLD MoU for the .md top-level domain;

Whereas, the President recommends that authorization be given to enter into this agreement subject to the foregoing;

The following resolutions were presented for consideration by Mr. Campos, and seconded by Mr. Palage:

Resolved [03.142] that the President is authorized to enter into on behalf of ICANN the ccTLD MoU for .md in substantially the form as provided to the Board, with any minor corrections or adjustments, and verification of documentation, as appropriate; and

Resolved [03.143] that, upon signature of the agreement, the President is authorized to take such actions as appropriate to implement the agreement.

(The Board approved the above resolutions by a 11-0-0 vote.)

Modification of Check Signing and Expense Reimbursement Authorization

Following a brief overview of current check signing authority and expense reimbursement procedures, the following resolutions were presented:

Whereas, on 2 June 2003, in resolution 03.94, the Board elected Daniel E. Halloran to serve as Acting Secretary until a permanent General Counsel has been appointed and elected by the Board and assumed the duties as Secretary;

Whereas, on 26 June 2003, in resolutions 03.114, 03.115, and 03.116 (the "Check Signing and Reimbursement Resolutions"), the Board authorized Daniel E. Halloran to sign checks and approve reimbursements subject to the conditions provided in such resolutions;

Whereas, the Check Signing and Reimbursement Resolutions authorized Mr. Halloran to authorize disbursements and sign checks up to US$10,000 for general expenditures, and authorize disbursements and sign checks to (i) fulfill the terms of the Managerial and Consulting Services Agreement entered into between ICANN and ArgoPacific for the services of Dr. Paul Twomey, ICANN's President and (ii) for expense reimbursement for Dr. Paul Twomey;

Whereas, such Check Signing and Reimbursement Resolutions should have also provided for reimbursement of expenses to ArgoPacific related to the recruitment and hiring of Dr. Paul Twomey, subject to the limitations otherwise provided in such resolutions;

The following resolution was presented for consideration by Mr. Chapin, and seconded by Mr. Campos:

Resolved [03.144] that the Board hereby authorizes Daniel E. Halloran to approve reimbursements and sign checks to ArgoPacific for expenses related to the recruitment and hiring of the services of Dr. Paul Twomey under the terms of the Managerial and Consulting Services Agreement entered into by ICANN and ArgoPacific, not to exceed US$20,000 in the aggregate.

(The Board approved the above resolution by a 10-0-0 vote, with Mr. Twomey abstaining from the vote.)

Discussion of creation of new TLDs; Status of President’s Report; new sTLD RFP

Mr. Twomey provided an overview for the Board of topics and concepts to be included in Mr. Twomey’s report on the development of an appropriate long-term policy for ICANN regarding the introduction of new gTLDs into the domain-name system. Mr. Twomey stated the report was a priority, and had unfortunately been delayed by extensive travel and attention to other ICANN matters requiring immediate attention during July and August.

Consideration of how to appropriately manage the process of the introduction of new TLDs was raised as a topic requiring further thought and debate. Members of the board also noted an interest in proceeding expeditiously on the consideration of the creation of new sTLDs, as previously discussed during ICANN’s Montreal meeting and further to the draft RFP currently posted, for which the comment period would shortly be drawing to an end. Members of the board noted the need to consider and seek advice on possible technical limitations on the creation of new TLDs and protecting the stability of the DNS in the event of registry failures in the future. Whether, and to what extent, gTLDs and sTLDs should be analyzed separately in this and other respects was discussed in brief. The discussion of the value of ICANN's implementing a PDP on this topic, and what should be considered in undertaking such a PDP was discussed. Mr. Cerf stated that the board should continue to prioritize this topic for discussion at upcoming board meetings.

(Steve Crocker leaves the discussion at this time due to a prior commitment.)

Upcoming Meetings

The board discussed status of planning for ICANN’s upcoming meeting scheduled for the last week of October in Carthage. Mr. Twomey reported that a recent routine planning visit by ICANN staff to the meeting site found facility arrangements, including proposed security arrangements, to be satisfactory. The board also discussed proposed timing of the 2003 annual meeting and scheduling issues. It was noted that current bylaw provisions required the annual meeting to be held in Marina Del Ray, which may not always be feasible and substantially limits flexibility for ICANN. It was determined that staff would be asked to review this issue further and report back to the Board.

Other Business

Mr. Twomey reported that a committee for WIPO II had been formed, with input from various constituent groups, and input still to come. Mr. Twomey also mentioned ICANN continued to have ongoing dialogue with the U.S. Department of Commerce regarding the relationship between the parties. Mention was made of various upcoming meetings and conferences that might be of interest to ICANN, including WSIS, the CITEL meeting scheduled in September, and the upcoming workshop for the .int. top-level domain.

Following brief discussion of Mr. Twomey's review of recent activities, the meeting was adjourned at 14:45 UTC.