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Minutes - Special Meeting of the Initial Board 31 March 1999

Draft posted April 16, 1999
Formal approval October 24, 1999

The Initial Board of Directors of the Internet Corporation for Assigned Names and Numbers conducted a special meeting via telephone on March 31, 1999, at 2:00 pm U.S. East Coast time.

Directors Greg Crew, Esther Dyson, Hans Kraaijenbrink, Michael Roberts, and Eugenio Triana were present. Directors Linda Wilson, Geraldine Capdeboscq, George Conrades, and Jun Murai joined partway through the call. Also present were Joe Sims, Louis Touton, and Jeff LeVee of Jones, Day, Reavis & Pogue, and Corporation staff members Molly Shaffer Van Houweling and Andrew McLaughlin. Esther Dyson acted as chairman and Molly Shaffer Van Houweling acted as secretary.


Hans Kraaijenbrink reported on planning for the upcoming ICANN meetings in Berlin, which he has been working on with Andrew McLaughlin with help from Siegfried Langenbach. Kraaijenbrink visited several possible venues during a recent trip to Berlin and recommended the Hotel Adlon, for its amenities and location. They have reserved rooms there for the planned meetings, and information (along with suggestions of other lodging possibilities) will be posted on the web site soon. Kraaijenbrink discussed the possibility of seeking sponsorship for various events from German corporations or organizations. He also raised the possibility of a meeting fee for the DNSO meetings.


Andrew McLaughlin read the list of candidates that Advisory Committee on Independent Review Chair Linda Wilson and Director-member Hans Kraaijenbrink recommended for membership on the Advisory Committee on Independent Review. Kraaijenbrink explained that the selections were made from among many qualified candidates.

Upon motion duly made and seconded, the Board unanimously approved the adoption of the following resolution:

RESOLVED [resolution 99.27] that the following members be appointed to the Advisory Committee on Independent Review:

- Mads Bryde Andersen (Denmark)

- Ryozo Hayashi (Japan)

- Ethan Katsh (United States)

- Jorge Plano (Argentina)

- Peter Dengate Thrush (New Zealand)

- Jorge Vega (Peru)  

At this point George Conrades left the call.

Linda Wilson reported that the committee would be starting its work with a conference call later that day, and that the committee's goal would be to publish a recommendation by May 8 for comment in advance of the Berlin meeting.


Molly Shaffer Van Houweling summarized the staff recommendations for ICANN bylaw changes designed to establish the basic framework for the creation of the three Supporting Organizations called for in the bylaws (including specific provisions establishing a Domain Name Supporting Organization). All of the staff recommendations had been distributed to the Board members in writing in advance of the call, along with summaries of comments submitted to, including suggestions from Network Solutions, the International Chamber of Commerce, Michael Sondow, Kerry Miller, Bret Fausett, and David Steele.

Shaffer Van Houweling noted several recommended changes from the draft revisions posted on March 15. In particular, she explained the following recommended changes:

In Article VI, Section 1(a), the staff recommended changing the language to clarify that the addition of new Supporting Organizations would require amending the Bylaws.

In Article VI, Section 2, the staff recommended removing the specific requirement that no two Directors selected by any Supporting Organization be citizens of any one Geographic Region. She explained that multiple commentators (David Steele, Brian Carpenter, and Network Solutions) raised objections to this provision; more importantly, the Board will need to deal comprehensively with the issue of geographic representation in conjunction with the future adoption of an At Large Membership structure.

In Article VI-B, Section 1(a), the staff recommended changing the language specifying the scope of the DNSO's advisory responsibilities from "policy issues related to top level domains" to "policy issues relating to the Domain Name System." Commentator Network Solutions objected to the previous language, which appeared to narrow the scope of the DNSO's responsibility from that agreed to by the Board in Singapore.

In Article VI-B, Section 2(c), the staff recommended specifying that Constituencies or GA participants (instead of "Constituencies or others") may propose policies to be considered by the Names Council. One commentator (the International Chamber of Commerce) recommended this change.

In Article VI-B, Section 2(d), the staff recommended changing the language to give the Names Council more flexibility in dealing with a failure to reach consensus. This flexibility was suggested by the International Chamber of Commerce.

In Article VI-B, Section 2(h), the staff recommended adding a quorum requirement for the Names Council, as recommended by the International Chamber of Commerce.

In Article VI-B, Section 2(k), the staff recommended adding a provision specifying that the administrative and operational costs of the DNSO should be funded by DNSO participants in a manner to be determined by the Names Council. This language was taken from the DNSO Formation Concepts statement that the Board approved at its Singapore meeting. The staff did not recommend changing the language to devote ICANN funding to the DNSO, as suggested by commentator Network Solutions.

In Article VI-B, Section 3(a), the staff recommended adding a provision requiring that constituencies operate to the maximum extent feasible in an open and transparent manner and consistent with procedures designed to ensure fairness. Commentator Bret Fausett suggested adding this language, which is identical to a Bylaw requirement that already applies to all of ICANN's activities.

In Article VI, Section 3(d), the staff recommended removing the language referring to staff recommendations of new constituency recommendations. Multiple commentators (Network Solutions and Michael Sondow) had interpreted this language as permitting staff to block consideration of new constituency petitions. The staff recommended new language clarifying that whenever the Board considered adding a constituency on its own motion, the Board would have to first seek and consider public comment. In response to a suggestion from the International Chamber of Commerce, the staff also recommended language ensuring that the Names Council would have an opportunity to comment on any proposals for new Constituencies.

Shaffer Van Houweling also highlighted several areas where the staff was not recommending changes at this time, but which might merit further consideration by the Board. In particular, she noted Network Solutions' suggestion that the DNSO Constituencies for "ccTLD registries" and "gTLD registries" be replaced with Constituencies for "open registries" and "closed registries," identified according to whether the registry is open to any registrant, worldwide ("open"), or is instead limited to certain registrants based on geography, intended use, or other criteria ("closed"). The consensus among the Board members was that this suggestion (which had been received the evening before the meeting) should be considered further and that additional comments on this issue should be solicited.

The Board discussed the issue of the requirement in the proposed Article VI-B, Section 2(d) that a recommendation be approved by 2/3 of the members of the Names Council in order to be forwarded to the ICANN Board as a "consensus recommendation." The Directors agreed that this was an appropriate standard for a consensus recommendation, except for Director Eugenio Triana, who would have preferred that the standard be 2/3 of Names Council members voting, instead of 2/3 of all Names Council members.

Shaffer Van Houweling next summarized the staff recommendation for technical amendments to conform the rest of the Bylaws to the proposed revised Article VI and new Articles VI-A through VI-C. She explained that the proposed changes would replace all references to "nomination" of Directors by Supporting Organizations with the term "selection," consistent with the language proposed for Articles VI through VI-C. These proposed changes would also remove all references to election of SO directors by the Board following selection by SOs and clarify the mechanics of direct Director selection by SOs as called for in the revised Article VI. She explained that these changes make the Bylaws more clearly consistent with California corporate law, without effecting any substantive changes. She noted that many of these provisions also refer to mechanics of the election of At Large Directors that will likely be further changed once an ICANN membership structure is adopted.

Upon motion duly made and seconded, the Board unanimously approved the adoption of the following resolution:

RESOLVED [resolution 99.28], that the following Sections of the Bylaws be amended and restated as set forth in Exhibit A hereto:

Article VI, Section 1; Article V, Section 1; Article V, Section 2; Article V, Section 4; Article V, Section 6; Article V, Section 9; Article V, Section 10; Article V, Section 11; Article V, Section 12; Article V, Section 13.

FURTHER RESOLVED [resolution 99.29], that the entirety of current Article VI of the current ICANN Bylaws be replaced as set forth in Exhibit B hereto.

FURTHER RESOLVED, [resolution 99.30] that the Secretary of the Corporation prepare for insertion in the minute book of the Corporation a compilation of the Bylaws as so amended, including any technical changes necessary to conform the existing Bylaws to the changes hereby adopted.

While voting in favor of the preceding resolutions, Eugenio Triana expressed his preference that the requirement in Article VI-B, Section 2(d) of approval of consensus recommendations by 2/3 of the members of the Names Council be changed to 2/3 of the members voting.

At this point Joe Sims left the call.


Michael Roberts reported on the status of the registrar accreditation process. He explained that because a number of issues affecting registrar accreditation are currently being finalized by Network Solutions and the Department of Commerce, and because potential accreditation applicants have expressed concern about the level of uncertainty that exists regarding these issues, the deadline for submission of applications for accreditation as an SRS testbed registrar has been extended to April 8. The announcement of selected testbed registrars is now scheduled for April 21. Roberts explained the plan for preparing for the announcement--including circulating the selections to the Board for review, contacting the selected applicants, preparing press announcements, and so forth. Andrew McLaughlin reported that based on preliminary inquiries received, the staff expects to receive a large number of applications from a variety of locations, and reflecting a variety of business models. Michael Roberts explained that geographic diversity would be one consideration for selection of the testbed registrars.

Geraldine Capdeboscq expressed concern that remaining uncertainties about how the testbed would work--particularly the relationship between the registry and registrar functions--might discourage applicants.

Louis Touton reported that ICANN cannot provide some of the necessary answers, and that the Department of Commerce and Network Solutions are currently engaged in discussions about many of the outstanding questions--including the price of the SRS license, the terms of the license, and the per-domain-name price that NSI may charge registrars. He suggested that ICANN's general approach should be to proceed toward competition, with participants understanding that there will be some risk involved. Andrew McLaughlin confirmed that the staff does not plan to push back the deadlines any further. Capdeboscq stressed the importance of equal competition between NSI and the new entrants, and said that these issues need to be resolved quickly, certainly in advance of the ICANN meetings in Berlin.

Following a discussion of the date and time of the next Board phone call, the call ended.