Preliminary Report | Special Meeting of the Board 15 January 2004

(Posted 20 February 2004)

A Meeting of the ICANN's Board of Directors was held via teleconference on 15 January 2004 and was called to order at 6:03 AM Pacific Standard Time (PST). Chairman Vinton G. Cerf presided over the meeting. The following Board Directors participated in the meeting: Ivan Moura Campos, Lyman Chapin, Mouhamet Diop, Tricia Drakes, Veni Markovski, Thomas Niles, Michael D. Palage, Alejandro Pisanty and Paul Twomey. The following Board Liaisons participated in the meeting: Steve Crocker, Security and Stability Advisory Committee Liaison; Roberto Gaetano, At Large Advisory Committee Liaison; Francisco A. Jesus Silva, Technical Liaison Group Liaison; and, John Klensin, IETF Liaison. The following ICANN staff members also participated in the meeting: John O. Jeffrey, General Counsel and Secretary; and, Kurt J. Pritz, Vice President of Business Operations.

The Board engaged in discussion regarding the following items and in some cases adopted resolutions, as set forth below:

Item 1 -- By-Laws Changes Regarding Number of GNSO Council Representatives from Each Constituency

After discussion, the Board of Directors, passed the following resolution unanimously by a 10-0 vote:

Whereas, On 31 October 2003 [link to resolutions], the ICANN Board at its public meeting in Tunis, Tunisia, discussed and resolved to effect certain amendments to the ICANN Bylaws as requested by the Generic Names Supporting Organization ("GNSO"). These amendments will result in the number of GNSO Council representatives that each official GNSO Constituency may appoint remain at three (3) appointed by each Constituency following the 2003 Annual Meeting, until the 2004 Annual Meeting. Following the 2004 Annual Meeting, the number of GNSO Council representatives that each GNSO Constituency may appoint shall decrease to two (2).

Whereas, a notice regarding this proposal was prepared and posted, and the General Counsel invited comments from the community on the proposal;

Whereas, no comments on the proposal have been received, and the Board concludes that adoption of the amendments to the bylaws as stated in the proposal would be in the best interest of ICANN;

Resolved [04.02] that the amendments to Article X, Section 3, and Article XX, Section 5 of the Bylaws are hereby adopted as proposed.

Item 2 -- ICANN Board Resolutions Regarding Reimbursement of Directors Travel Expenses for Attending WSIS

After discussion, the Board of Directors, passed the following resolution unanimously by a 10-0 vote:

Whereas, Article VI, Section 22 of the ICANN bylaws provides that the Board may authorize the reimbursement of actual and necessary reasonable expenses incurred by Directors performing their duties as Directors;

Whereas, Director Mouhamet Diop has incurred expenses totaling $4,475.04 USD and Director Veni Markovski has incurred expenses totaling $863.40 USD while attending the WSIS in Geneva, Switzerland in December 2003;

Whereas, it was not practicable for the Board to approve these expenses in advance of such travel and each Director has presented documentation of those expenses, and the Board finds those expenses to be actual and necessary reasonable expenses in performance of each of the Director's respective duties as ICANN Directors;

Resolved [04.03] that the Board hereby authorizes the reimbursement of expenses for Director Mouhamet Diop in the amount of $4,475.04 USD for attending the December 2003 WSIS;

Resolved [04.04] that the Board hereby authorizes the reimbursement of expenses for Director Veni Markovski in the amount of $863.40 USD for attending the December 2003 WSIS.

Item 3 -- ICANN Board Preliminary Agreement to Resolutions Regarding Belgian Business License Provisions

After discussion, the Board of Directors, the board preliminarily agreed to the following resolutions, pending a review of financial arrangements for the Belgian Office.

Resolved, to open a branch office of a non-profit nature in Belgium, at _____________________ under the name of Internet Corporation for Assigned Names and Numbers;

Resolved, that, in accordance with the company's corporate purpose clause, the branch office in Belgium be allowed to perform activities in Belgium and possibly in other countries, consistent with ICANN's By-laws;

Resolved, to appoint Mr. Paul Verhoef of the Netherlands residing in Belgium as the branch manager and legal representative in Belgium, to serve in this capacity until his appointment is withdrawn by resolution of this Board of Directors;

Resolved, that Mr. Verhoef, the above-designated, be delegated full power to carry out the daily management of the branch, including, but without limitation to the foregoing, the following specific powers regarding the operations of such branch:

(1) Represent the company vis-à-vis all public authorities, whether governmental, regional, provincial, municipal or other, the Commercial Courts, Crossroads Bank for Enterprises, the Tax Authorities, including the V.A.T. administration, the Postal Checks service, customs, postal, telephone and telegraph services, and all other public services and authorities;

(2) Sign daily correspondence, receive and sign receipts for registered letters or parcels addressed to the company through the post, the customs, the rail-, air- and other transport companies and services;

(3) Take out, sign, transfer or cancel all insurance policies and all contracts for supply of water, gas, power, telephone and other utilities for the branch, and pay invoices, bills and other dues relating thereto;

(4) Sign and accept all quotations, contracts and orders for the purchase or sale of office equipment and other investment goods, services and supplies necessary for the functioning of the branch which do not obligate the company to expend more than Five Hundred (500) EUR;

(5) Take or grant leases, including long term leases, on real estate, equipment or other fixed assets and enter into leasing agreements with respect to the same, upon approval from President and CEO Paul Twomey;

(6) Claim, collect and receive sums of money, documents or property of any kind and sign receipts with respect thereto;

(7) Affiliate the branch with all professional of business organizations;

(8) Represent the branch in court or arbitration proceedings, as plaintiff or defendant, negotiate settlements, take all necessary steps with respect to the above proceedings, obtain all judgments, and have them executed;

9) Draft all documents and sign all papers in order to be able to exercise the powers listed above;

(10) Adopt all necessary measures to implement the resolutions and recommendations of the Board of Directors;

(11) Move the branch to any other location in Belgium.

Resolved that the banking powers of the branch shall be exercised by Mr. Verhoef, above designated, who will have the power to:

(1) Open any kind of account with any bank, credit or financial institution, whether Belgian or foreign, or any kind of Postal Checks account, in the name of the company, and to operate these accounts;

(2) Sign, negotiate, and endorse for the account of the branch, all drafts, checks, bills of exchange, promissory notes and other similar documents;

(3) Ask for accept all loans, either short, medium of long term, in the name of the branch.

[Resolved to declare that, in application of the Law of February 10, 1998 and the Royal Decree of October 21, 1998, the Company is to be considered as a large company since it meets the following required threshold:

its annual balance sheet exceeds 5 million EURO;

Resolved, to appoint Messrs. Luc Houben, Thomas De Muynck and Philippe Louviau, at Jones Day, electing domicile at Avenue Louise 480/7, 1050 Brussels, Belgium, each acting alone, as proxyholder, with full powers to prepare, sign and file all documents and in general do all what is necessary to proceed with all required formalities with the Clerk of the Commercial Court, the Belgian State Gazette, the Crossroads Bank for Enterprises and the V.A.T. administration.

Item 4 -- ICANN Board Resolution regarding the Approval of Unforeseen Expense for SSAC Meetings on "Sitefinder" Issues

After discussion, the Board of Directors, passed the following resolution unanimously by a 10-0 vote:

Whereas, Dr. Paul Twomey asked the ICANN's Security and Stability Committee to hold special meetings regarding the recent "Sitefinder" issues and authorized from the Unforeseen Projects line item in the ICANN Budget;

Whereas, expenditures were made for the two SSAC Meetings in the amount of $43,959.00 USD;

Whereas, it was not practicable for the Board to approve these expenses in advance of such expenditures, but the Board finds these expenses to be actual and necessary reasonable expenses relating to the two special SSAC Meetings;

Resolved [04.05] that the Board hereby formally authorizes the expenditure of $43,959.00 USD from the ICANN budget, relating to the two SSAC Meetings held on the Sitefinder Issue;

Resolved [04.06] that the Board thanks Steve Crocker, SSAC Chair for arranging the SSAC Meetings on the "Sitefinder" issues;

Resolved [04.07] that the Board thanks the entire SSAC Committee for their participation and work relating to the SSAC Meetings on the "Sitefinder" issues.

Item 5 -- Other Matters

There was additional board discussion regarding WSIS, possible locations of ICANN regional offices, and the Rome Schedule. No actions were taken on these matters.


The call was formally adjourned at 8:00 A.M., PST.