Preliminary Report | Special Meeting of the Board 18 February 2004

(Posted 20 February 2004)

A Meeting of the ICANN's Board of Directors was held via teleconference on 18 February 2004 and was called to order at 4:05 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, Hagen Hultzsch, Veni Markovski, Thomas Niles, Michael D. Palage, Alejandro Pisanty, Hualin Qian, Njeri Rionge 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; Kurt J. Pritz, Vice President of Business Operations; and, Tina Dam, Chief gTLD Registry Liaison.

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

Item 1 -- .ng Redelegation

The board reviewed the issues and status surrounding the .ng redelegation. No board action is required on this matter until such time as all of the necessary IANA documentation is completed.

Item 2 -- Establishment of a Regional Office in Brussels

After discussion, the Board of Directors, passed the following resolution unanimously by a 13-0 vote:

Resolved [04.08], to open a branch office of a non-profit nature in Belgium, at Brussels, under the name of Internet Corporation for Assigned Names and Numbers;

Resolved [04.09], that, in accordance with the company's corporate purpose clause, the branch office in Belgium is allowed to perform activities in Belgium and possibly in other countries, consistent with ICANN's By-laws;

Resolved [04.10], 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Belgium as the branch manager and legal representative in Belgium, to serve in this capacity until his appointment is withdrawn by resolution of this Board of Directors;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 [04.11], 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 [04.12] 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 [04.13] 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:

ICANN's annual balance sheet exceeds 5 million EURO;

Resolved [04.14] 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 3 -- Approval of Registry-proposed IDN Testbed Migration Processes

After discussion, the Board of Directors, passed the following resolution unanimously by a 13-0 vote:

Whereas, ICANN has authorized PIR (.org Registry) and VeriSign (.com and .net Registries) to proceed with Internationalized Domain Name (IDN) implementations in accordance with the published IDN Guidelines.

Whereas, both registries have pre-existing IDN registrations associated with the VeriSign IDN testbed launched in 2000.

Whereas, in its meeting on 25 September 2000, in resolutions numbered 00.77 through 00.80, ICANN called on VeriSign to "conduct the testbed in full compliance with its agreements with ICANN", urged "participating registrars to handle registrations within the testbed in a manner that protects the interests and expectations of both domain-name holders and affected third parties", and directed staff to report to the Board whether any addenda to the agreements with Verisign Global Registry Services are appropriate to facilitate the operation of the testbed in a manner that protects those interests and expectations, including provisions that facilitate evolution of the testbed to match evolving standardization efforts within the IETF."

Whereas, PIR has announced its plans for migration of the testbed registrations in .org, and VeriSign has announced that its migration to the final IETF standard ("Punycode") for IDN registrations will be completed on April 24, 2004.

Whereas, not all registrars that participated in the IDN testbed will continue to support IDN registrations once the migration to the new standard is complete, and therefore the customers of those non-migrating registrars will need to have their domains transferred to a registrar that is migrating.

Whereas, PIR and VeriSign have formally requested amendments to their registry agreements with ICANN in order to implement temporary processes designed to facilitate the smooth migration of IDN registrations to migrating registrars.

Whereas, ICANN has reviewed the registry-proposed IDN migration processes and concludes that ICANN should consent to their implementation;

Resolved [04.15] that in order to allow for the implementation of the IDN migration processes proposed by PIR and VeriSign, the President and General Counsel are authorized to negotiate and enter into the necessary and appropriate amendments to the .com, .net and .org registry agreements and appendices.

Item 4 -- WLS Negotiations with VeriSign

The Board reviewed with staff the current status of the negotiations with VeriSign regarding WLS. On 2 June 2003, ICANN's Board adopted Resolutions 03.79 and 03.80, which partially granted VeriSign's request for reconsideration by revising the conditions under which ICANN would consent to modifying VeriSign's registry agreements to allow for the offering of WLS.

On 26 January 2004, ICANN's General Counsel wrote to VeriSign to document the conclusion of negotiations concerning the conditions on VeriSign's proposed offering of WLS.

During this Board Meeting, the Board authorized the public posting of the 26 January 2004 letter (PDF) setting forth the results of the negotiations and asked that this matter be placed on the Board's agenda for the publicly-held Board Meeting for 6 March 2004 in Rome, Italy.

Item 5 -- Board Governance Committee

After discussion, the Board of Directors, passed the following resolution unanimously by a 13-0 vote:

Resolved [04.16], that membership of the Board Governance Committee of the Board be established, to continue on the basis of the Charter as presently in effect, with the following membership: Ivan Campos, Mouhamet Diop, Tricia Drakes, Hagen Hultzsch, Thomas Niles, and Alejandro Pisanty (Chair).

Item 6 -- Request for Assignment of .pro Registry Agreement

After discussion, the Board of Directors, passed the following resolution by an 9-0 vote with one abstention (Board Director Veni Markovski abstained; and Board Directors Mouhamet Diop, Hagen Hultzsch, and Njeri Rionge left the Board Meeting prior to the vote):

Whereas, on 3 May 2002, ICANN entered a .pro Registry Agreement with RegistryPRO, Inc.;

Whereas, subsection 5.11 of the .pro Registry Agreement provides that "Registry Operator may assign this Agreement as part of the transfer of its registry business if such transfer and assignment are approved in advance by ICANN...";

Whereas on 11 December 2003, RegistryPRO informed ICANN that it was in the process of selling certain property and assets used by RegistryPRO in the ownership and operation of the .pro registry to Registry Services Corporation, a Nevada corporation fully owned by Hostway Corporation;

Whereas Hostway is a large and established webhosting company, with headquarters in Chicago and facilities in America, Europe and the Asia-Pacific;

Wheras ICANN has received a request from RegistryPro to assign its rights and obligations under the registry agreement to Registry Services Corporation;

Whereas ICANN has reviewed the request for ICANN approval of the assignment, and has determined that granting it would promote the community interest;

Resolved [04.17], that the President and General Counsel are authorized to approve the request to assign the .pro registry agreement from RegistryPro, Inc. to Registry Services Corporation.

Item 7 -- Other Matters

There was additional board discussion regarding WSIS and the Rome Schedule. No actions were taken on these matters.


The call was formally adjourned at 6:04 A.M., PST.