Minutes of the Special Meeting
A special meeting of the Board of Directors of the Internet Corporation for Assigned Names and Numbers (the "Corporation") was held by telephone at 9:00 a.m., Eastern U.S. time, on February 9, 1999. Directors Esther Dyson, George Conrades, Greg Crew, Frank Fitzsimmons, Jun Murai, Michael Roberts, Eugenio Triana, and Linda S. Wilson, were present. Directors Geraldine Capdeboscq and Hans Kraaijenbrink joined partway through the call. Also present were Joe Sims, Louis Touton, Jeff LeVee, and Eric Harmon 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.
Esther Dyson opened the call. She updated the directors on the draft materials that had been posted on the ICANN website for public comment: draft registrar accreditation guidelines, a draft reconsideration policy, and two Supporting Organization applications. She encouraged the Directors to use the public comment lists to post their own comments and questions about the drafts.
Michael Roberts provided additional details about the draft materials on the website and procedures for submitting comments. He indicated that another draft, of a conflicts of interest policy, is still being completed.
The Directors then turned to a discussion of the Supporting Organization proposals that had been received. Esther Dyson said that she would appreciate getting comments from Directors on the two proposals received (both for Domain Name Supporting Organizations). Joe Sims explained key provisions of, and differences between, the two applications received. Eugenio Triana suggested that the ICANN Board might be able to identify ways in which the two groups might resolve their differences.
Molly Shaffer Van Houweling described the logistical planning for the upcoming ICANN meetings in Singapore. She was tasked with distributing a draft plan for the structure of discussion at the open meeting. Dyson indicated that it should include time for Supporting Organization applicants to present their proposals. She then asked the Directors to consider the possibility of permitting observers to attend the meeting on March 4. Several directors were concerned that this would be difficult to implement and would set a precedent with which the permanent board might not feel comfortable. So, in the alternative, Dyson encouraged board members to communicate a lot on the website public comment lists and at the open meeting, to give people a chance to hear their individual views and engage in two-way discussion with them. Dyson also indicated that there will be a press conference following the March 4 meeting.
Hans Kraaijenbrink joined the call during the discussion of Singapore logistics.
Andrew McLaughlin reported on his trip to Rio de Janeiro, for the recent WIPO consultation and for meetings with representatives of the Latin American Internet community. He asked whether the Board might have time to meet with some Latin American representatives while in Singapore, and the consensus was that the Board would be happy to do so.
George Conrades gave a report on the Membership Advisory Committee. He reported that the committee has been very active and is planning several in person and telephone meetings in advance of its March 2 meeting in Singapore. The committee's discussions are especially focused on comparing three possible membership models--one that favors individuals, one that favors organizations, and one that is wide open. Issues under discussion include: What are the requirements to become a member? What, if any, should the membership fee be? What are the voting procedures? Will proxies be permitted? What will the nomination procedure be? Greg Crew added that an additional issue is geographic diversity. The bylaw requirement creates a complicated interaction between the Supporting Organizations and the at-large membership. He said it might help if the Supporting Organizations would agree to choose directors from three different regions. Conrades closed by reporting that additional Membership Advisory Committee meetings are tentatively scheduled for Feb. 16 in Boston, organized by Diane Cabell; Feb. 28, for those committee members who arrive early to Singapore, organized by Seigfried Langenbach; March 1; and the open meeting on March 2.
At this point in the call, Director Hans Kraaijenbrink left.
The Board then discussed the formal appointment of Paul Twomey as Chair of the Government Advisory Committee, and whether to more specifically set the term of the committee chair. The consensus of the Directors was that it would be reasonable to specify that the election for the next committee chair would be held within 90 days following the end of the ICANN transition period covered by ICANN’s Memorandum of Understanding with the U.S. Department of Commerce (ending September 30, 2000).
Upon motion duly made and seconded, the Board unanimously approved the adoption of the following resolution:
RESOLVED [resolution 99.14] that Paul Twomey is elected Chair of the Governmental Advisory Committee, to serve in accordance with the Bylaws of the Corporation, and he shall hold his office until the election of his successor, to be held within 90 days following the end of the ICANN transition period covered by ICANN’s Memorandum of Understanding with the U.S. Department of Commerce (ending September 30, 2000), or until his earlier resignation or removal.
At this point in the call, Director George Conrades left.
At this point in the call, Director Geraldine Capdeboscq joined.
At this point in the call, Director Greg Crew left.
Andrew McLaughlin, who will be providing staff support to the Governmental Advisory Committee reported that Mr. Twomey plans to send out a letter of invitation to the Singapore meeting to senior government officials.
Jun Murai reported on the planning for the DNS Root Server System Advisory Committee. An initial organizational meeting will be held in Singapore on March 2. He intends to invite all of the root server operators and a liaison from the U.S. Department of Commerce to the initial organizational meeting, where the process for determining that actual membership of the committee will be determined. Eugenio Triana suggested that a representative of the Internet Architecture Board also be invited. Esther Dyson suggested inviting the public to at least part of the meeting.
Esther Dyson reported that the Board has received a proposal from an executive recruiter who is interested in doing the recruiting of the permanent ICANN CEO. She explained that, although the permanent board may be making the hiring decision, the recruiting process is time-consuming and it is important to get started as soon as possible. The Directors requested more information about the recruiters' references and expertise.
Esther Dyson reported that the Board members should try to identify potential contributors to the ICANN Start-up Fund. She especially encouraged the identification of donors from outside the United States.
Frank Fitzsimmons reported that he would be attending the WIPO consultation in Brussels.
The meeting was adjourned at 10:30 Eastern US time.
Molly Shaffer Van Houweling