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Special Meeting of the Board Minutes 14 October 2002


A meeting of the Board of Directors of the Internet Corporation for Assigned Names and Numbers (ICANN) was held by teleconference on 14 October 2002. The following Directors of the Corporation were present by telephone: Amadeu Abril i Abril, Ivan Moura Campos, Lyman Chapin, Masanobu Katoh, Hans Kraaijenbrink, Sang-Hyon Kyong, Stuart Lynn, Andy Mueller-Maguhn, Jun Murai, Alejandro Pisanty, Nii Quaynor, Helmut Schink, and Linda S. Wilson participated. Director Karl Auerbach joined the call while it was in progress and Director Rob Blokzijl participated in the beginning and end parts of the meeting. Also present on the teleconference were Louis Touton, ICANN's Vice-President, Secretary, and General Counsel, Joe Sims, ICANN's outside counsel, and Andrew McLaughlin, a consultant to ICANN.

The meeting was called to order by Vint Cerf at 13:04 UTC (6:04 am U.S. Pacific Daylight Time).

Approval of Minutes

Dr. Cerf noted that the first item on the agenda was approval of minutes of the Board's meetings of 23 August 2002 and 17 September 2002. Draft versions of those minutes had been previously provided to the Board members.

Dr. Wilson moved, with Dr. Campos' second, that the Board adopt the following resolution:

Resolved [02.106] that the minutes of the meeting of the Board held on 23 August 2002 are hereby approved and adopted by the Board as presented.

The motion carried by a 14-0-1 vote, with Dr. Schink abstaining.

Dr. Wilson moved, with Mr. Chapin's second, that the Board adopt the following resolution:

Resolved [02.107] that the minutes of the meeting of the Board held on 17 September 2002 are hereby approved and adopted by the Board as presented.

The motion carried by a 10-0-5 vote, with Dr. Blokzijl, Dr. Campos, Mr. Kraaijenbrink, Dr. Murai, and Dr. Schink abstaining.

2002 Annual Meeting

Dr. Lynn noted that the Committee on ICANN Evolution and Reform had recommended in its Final Implementation Report and Recommendations that the annual meeting of ICANN for 2002 be a separate, webcast forum and public meeting held in early December 2002. The principal topic for the annual meeting is planned to be adoption of a plan for transitioning to the structures and processes recommended by the Evolution and Reform Committee, which the Board will consider approving at its Shanghai meeting on 31 October 2002.

Dr. Lynn suggested that a Public Forum and Board Meeting be held on Saturday and Sunday, 14 and 15 December 2002. It was noted that this would allow the maximum time for consideration of the transition plan after the Shanghai meeting, while still adhering to the scheduling requirements for annual meetings in Article V, Section 13 of the current bylaws. Dr. Lynn suggested that for logistical reasons the meeting be held in Europe, near a major international airport.

During the above discussion, Mr. Auerbach joined the call.

Mr. Kraaijenbrink moved, with Dr. Kyong's second, that the Board adopt the following resolution:

Resolved [02.108] that the ICANN annual meeting for 2002 will be held on 14 December (Public Forum) and 15 December (Board Meeting) 2002 in Europe, at a location to be selected by the President.

The Board approved the above resolution by a 15-0-1 vote, with Mr. Auerbach abstaining. In response to Mr. Abril i Abril's inquiry, Dr. Lynn indicated that he anticipated that the topics for the 15 December 2002 Board Meeting would be the election of officers and adoption of a transition plan.

March 2003 ICANN Meeting

Dr. Lynn noted that the Meetings Committee had recommendded that the March 2003 ICANN meeting be held in Rio de Janero, Brazil, from 24-27 March. After some discussion, Dr. Kyong moved, with Dr. Quaynor's second, that the Board adopt the following resolution:

Resolved [02.109] that the President is authorized to make arrangements for the March 2003 ICANN meeting to be held in Rio de Janero, Brazil, during 23-27 March 2003.

The Board approved the above resolution by a 15-0-1 vote, with Dr. Campos abstaining.

At this point, Dr. Blokzijl and Mr. McLaughlin left the meeting.

Successor Operator for .org Registry

Dr. Cerf noted that the next agenda item was the selection of a successor registry operator for .org. He observed that the Board had been presented with an enormous quantity of material, including eleven proposals, many public comments, and extensive evaluation reports by consultants and staff.

At this point, Dr. Quaynor and Dr. Pisanty disclosed that they are currently serving as the presidents of the Internet Society chapters in Ghana and Mexico. They noted that the staff-recommended proposal was submitted by the Internet Society, which proposes to have a related not-for-profit organization, Public Interest Registry (PIR), become the successor registry of .org. Dr. Cerf stated that he had formerly been (but was no longer) on the Board of the Internet Society itself, which he noted was legally distinct from the Internet Society chapters. Dr. Quaynor and Dr. Pisanty agreed that the Internet Society's chapters are legally and financially distinct from the Internet Society itself.

ICANN's General Counsel, Mr. Touton, then presented an analysis of the question of whether Dr. Quaynor's and Dr. Pisanty's disclosed relationships with Internet Society chapters presents a conflict of interest justifying recusal from participation in this selection of the successor operator for .org. He noted that ICANN's Conflicts of Interest Policy states:

4.1 No Director shall vote on any matter in which he or she has a material and direct financial interest that will be affected by the outcome of the vote.

Since Internet Society chapters are legally independent of the Internet Society itself, and have no financial interest in the success of the Internet Society's proposal, Mr. Touton stated his view that participation in the selection by Directors who are officers of Internet Society chapters was not precluded by the Conflicts of Interest Policy. Nonetheless, he noted that the Conflicts of Interest Policy leaves the initial decision of whether to participate up to the affected Directors, who are free to decide for themselves not to participate.

The Board members (other than Dr. Quaynor and Dr. Pisanty) then discussed the merits of the various proposals. Dr. Cerf inquired whether any Directors found the Internet Society proposal, which had been recommended by the evaluators, to be unacceptable. Mr. Auerbach indicated he objects to selection of the Internet Society proposal on two grounds:

1. He is not convinced that PIR, the successor operator contemplated in the Internet Society proposal, has the ability to adequately operate a customer-fulfillment business such as operation of the .org registry. He noted that PIR had recently selected its Board of Directors, which includes impressive individuals, but noted that they did not appear to him to have experience in the business issues that would arise in the operation of .org. Dr. Cerf noted in response that PIR proposed to outsource the technical aspects of the .org registry to Afilias, which has experience in large registry operation by virtue of its operation of the .info registry.

2. Mr. Auerbach stated he does not like concentrating responsibility for operating top-level domains in the hands of a relatively few companies. He would be more comfortable if the Board selected a proposal that did not contemplate technical outsourcing to a company, such as Afilias, that already serves as operator of another registry. Other Board members responded that, in view of the fact that .org is an established top-level domain with nearly 3 million registrations, it is important to select a proposal that presents minimal risk of failure. They stated that the proposed technical outsourcing to Afilias gives assurance that PIR will be able to operate the .org registry with minimal risk. Dr. Cerf noted that he believed that the higher level of risk associated with inexperienced operators may be appropriate for top-level domains that are newly introduced, but that it was not appropriate to subject large existing top-level domains to those levels of risk.

No other Board members voiced objection to the Internet Society proposal. The Board then considered what should be done if an appropriate agreement could not be reached between ICANN and PIR. After some discussion, it was noted that the matter immediately under consideration was the first choice for successor operator, and that decisions as to a second or third choice need not be made unless and negotiations with PIR proved unsuccessful.

Mr. Kraaijenbrink moved, with Dr. Wilson's second, that the Board adopt the following resolutions:

Whereas, the May 2001 .org registry agreement between VeriSign, Inc., and ICANN provides that VeriSign will cease being the registry operator for .org top-level domain as of 31 December 2002;

Whereas, in resolutions 02.36 through 02.39 the Board directed the President to make arrangements for soliciting proposals from organizations seeking to become the successor operator of the registry for the .org top-level domain;

Whereas, a detailed request for proposals, including a statement of criteria for assessing the proposals, was developed and, after public comment, comments from the ICANN Board, and comments and questions from prospective bidders, finalized and posted on the ICANN web site;

Whereas, in response to the solicitation, eleven organizations submitted proposals;

Whereas, a Public Forum was held on the evening of 28 June 2002 in Bucharest, Romania, during which the eleven applicants gave presentations to the Board and community on their proposals;

Whereas, numerous public comments concerning the applications were received electronically through ICANN's e-mail and web-based comment forums and were posted;

Whereas, applicants provided responses to various requests for clarifying data, with both the requests and responses posted on the ICANN web site;

Whereas, a preliminary staff evaluation of the proposals was prepared and posted based on preliminary evaluations (also posted) prepared by Gartner, Inc., an Academic CIO team, a team from the DNSO Non-Commercial Domain Name Holders Constituency (NCDNHC), and the ICANN General Counsel, each of which evaluated various criteria in its area of expertise;

Whereas, comments from the applicants and the public on these preliminary evaluations were invited, received, and posted;

Whereas, responding to those comments, the Gartner, NCDNHC, General Counsel, and staff evaluation teams prepared finalized evaluation reports, which were posted on the ICANN web site;

Whereas, each applicant was afforded the opportunity to submit final explanations as to the merits of its proposal;

Whereas, the eight explanations that were received were posted on the ICANN web site;

Whereas, several public comments on the finalized evaluation reports were received by e-mail and ICANN's web-based comment forum and were posted;

Whereas, the Board has reviewed the applications, the evaluation reports, and the various the comments and other materials received;

Resolved [02.110] that the Board selects the proposal of the Internet Society for negotiations toward an agreement with ICANN to become the successor operator of the .org top-level domain;

Further resolved [02.111] that the President and General Counsel are authorized to negotiate a registry agreement with Public Interest Registry consistent with the model .org Registry Agreement posted as part of the final Request for Proposals, supplemented as appropriate according to the proposal submitted by the Internet Society;

Further resolved [02.112] that, in the event that negotiations are not completed by 23 October 2002 the President and General Counsel are directed to report the circumstances to the Board;

Further resolved [02.113] that the Board shall be notified of the complete posting of the .org registry agreement and appendices and after that notification seven days shall be allowed for Board members to make any additional comments to the President and General Counsel;

Further resolved [02.114] that in the absence of the request of any Board member to the contrary based on policy considerations, the President is authorized to sign the posted agreements for .org after the conclusion of those seven days; and

Futher resolved [02.115] that, upon signature of the .org registry agreement, the President is authorized to take such actions as appropriate to implement the agreement, including causing reports to be made to the United States Department of Commerce.

The Board approved the above resolutions by a 11-1-3 vote, with Mr. Auerbach voting in opposition and Mr. Mueller-Maguhn, Dr. Pisanty, and Dr. Quaynor abstaining.

At this point, Dr. Blokzijl rejoined the meeting.

Other Matters

The Board discussed arrangements for the Shanghai meeting, including the likely agenda and arrangements for Internet access.

There being no further business, the meeting was adjourned at 14:45 UTC (7:45 am U.S. Pacific Daylight Time).

Louis Touton