Annual Meeting of the Board Minutes
INTERNET CORPORATION FOR ASSIGNED NAMES AND NUMBERS
MINUTES OF ANNUAL MEETING
November 4, 1999
The annual meeting of the Board of Directors of the Internet Corporation for Assigned Names and Numbers (the "Corporation") was held at 10:15 a.m. local time at the Sheraton Gateway Hotel, 6101 West Century Boulevard, Los Angeles, California, USA, on November 4, 1999.
The following Directors of the Corporation were present in person: Esther Dyson, Chairman, Amadeu Abril i Abril, Robert Blokzijl, George H. Conrades, Geraldine Capdeboscq, Jonathan Cohen, Greg Crew, Philip Davidson, Ken Fockler, Hans Kraaijenbrink, Jun Murai, Alejandro Pisanty, Michael Roberts, Eugenio Triana, Linda S. Wilson, and Pindar Wong. The following Directors were absent: Jean-François Abramatic, Vinton Cerf and Frank Fitzsimmons. Also present at the meeting were Louis Touton, Vice President, General Counsel and Secretary of the Corporation; Andrew McLaughlin, Chief Financial Officer of the Corporation; Joe Sims, of Jones, Day, Reavis & Pogue; and Ann Marie Plubell.
The meeting was called to order by the Chairman, Esther Dyson. The Chairman welcomed the newly elected members of the Board. Ms. Dyson reviewed the procedures for the meeting, noting that members of the public are welcome as observers.
Mr. Cohen said that the new members are appreciative of the efforts of the initial Board members and recognized the time and energy which they devoted to achieving the outstanding accomplishments of the first year of the Corporation's existence.
Mr. Roberts then reviewed the order of action items and meeting agenda.
The Board discussed plans for Board meetings during calendar year 2000. Mr. Roberts reviewed previous discussions of the meeting schedule. After discussion, the Board confirmed its previously stated intention to meet during the week of March 7th in Africa and asked the staff to post requests for proposals to host the meeting and to advise the Board of the results so that information may be posted on the ICANN web site.
The Board reviewed resolutions related to the appointment of th e Chairman and Vice Chairman of the Board and the establishment of Committees of the Board.
Upon motion duly made and seconded, the Board unanimously approved the adoption of the following resolutions:
Resolved [99.118], that Esther Dyson is elected as Chairman of the Board to serve at the pleasure of the Board and in accordance with the Bylaws of the Corporation, and shall hold such office until her resignation, removal or other disqualification from service, or until her successor shall be elected and qualified.
Resolved [99.119], that Pindar Wong is elected as Vice-Chairman of the Board to serve at the pleasure of the Board and in accordance with the Bylaws of the Corporation, and shall hold such office until his resignation, removal or other disqualification from service, or until his successor shall be elected and qualified.
Resolved [99.120], that there be, and there hereby is, effective immediately, designated a Committee of the Board to be named the "Executive Committee." The members of the Executive Committee will consist of the Chairman of the Board of the Corporation and of such other Directors (not less than one) as the Board determines from time to time, each of whom will serve at the pleasure of the Board. The members of the Executive Committee, in addition to the Chairman, shall be Michael M. Roberts, Pindar Wong, Alejandro Pisanty, and Hans Kraaijenbrink. Meetings of the Executive Committee may be called at any time by the Chairman or by not fewer than two other members of the Executive Committee.
Further resolved [99.121], that subject to applicable law and the Bylaws, the Executive Committee will have and may exercise all of the powers of the Board in the oversight of the management of the business and affairs of the Corporation, including, without limitation, financial matters.
Further resolved [99.122], that the Executive Committee will keep a written record of all actions taken by it and will report such actions to the Board at the regular meeting of the Board next following the meeting of the Executive Committee at which such action is taken.
Resolved [99.123], that there be, and there hereby is, effective immediately, designated a Committee of the Board to be named the "Executive Search Committee," responsible for overseeing the search for a Chief Executive Officer and other officers as appropriate.
Further resolved [99.124], that Vinton Cerf be, and hereby is, appointed chair of the Executive Search Committee, and that Jonathan Cohen, Hans Kraaijenbrink, and Alejandro Pisanty be, and hereby are, appointed members of the Executive Search Committee.
Resolved [99.125], that Hans Kraaijenbrink be, and hereby is, appointed chair of the Committee of the Board of Directors on Reconsideration, and that Ken Fockler and Amadeu Abril i Abril be, and hereby are, appointed members of the Committee of the Board of Directors on Reconsideration.
Resolved [99.126], that Eugenio Triana be, and hereby is, appointed chair of the Committee of the Board of Directors on Conflicts of Interest, and that Rob Blokzijl be, and hereby is, appointed a member of the Committee of the Board of Directors on Conflicts of Interest.
Resolved [99.127], that there be, and there hereby is, effective immediately, designated a Committee of the Board to be named the "Audit Committee," responsible for recommending the selection of external auditors to the Board; receiving, reviewing, and forwarding to the Board the annual financial report of the external auditors; and such other matters as may warrant its attention.
Further resolved [99.128], that Linda Wilson be, and hereby is, appointed chair of the Audit Committee, and that Greg Crew and Philip Davidson be, and hereby are, appointed members of the Audit Committee.
ELECTION OF OFFICERS
The Board reviewed proposed resolutions related to the appointment of officers of the Corporation. Upon motion duly made and seconded, the Board unanimously approved the adoption of the following resolutions to elect the following officers, as recommended by Mr. Roberts as President under Article VIII, Section 2 of the bylaws:
Resolved [99.129], that Michael M. Roberts be, and hereby is, elected as President and Chief Executive Officer of the Corporation, to serve at the pleasure of the Board and in accordance with the Bylaws of the Corporation, and shall hold his office until his resignation, removal or other disqualification from service, or until his successor shall be elected and qualified.
Resolved [99.130], that Louis Touton be, and hereby is, elected as Vice President, General Counsel, and Secretary of the Corporation, to serve at the pleasure of the Board and in accordance with the Bylaws of the Corporation, and shall hold his office until his resignation, removal or other disqualification from service, or until his successor shall be elected and qualified.
Resolved [99.131], that Andrew McLaughlin be, and hereby is, elected Chief Financial Officer of the Corporation, to serve at the pleasure of the Board and in accordance with the Bylaws of the Corporation, and shall hold his office until his resignation, removal or other disqualification from service, or until his successor shall be elected and qualified.
Ms. Dyson reviewed discussions with a search firm related to the position of President and CEO of the Corporation and noted that recommendations for candidates to fill the position from the public are welcome. She encouraged Board members not on the search committee to contribute as well.
Mr. Triana noted that it may be appropriate at a future date to consider the appointment of a Chief Technical Officer as well.
The Board discussed designating specific members of the Board to act as liaison to each of the supporting organization councils and determined that it will consider such an appointment if a need appears to arise.
Mr. Kraaijenbrink asked that a future agenda include a review of the relationship of the supporting organizations to the Board of Directors.
Ms. Capdeboscq noted that a future agenda might also include a review of the process for replacing the original, appointed Directors with their elected successors once the At-Large Membership Council is in position to make appointments to the Board.
Messrs. Sims and Touton distributed to the Board the set of proposed agreements among Network Solutions, Inc. the U.S. Department of Commerce, and the Corporation. These proposed agreements were the result of extensive negotiation. After several months of negotiations by the three parties, a tentative agreement was reached and draft agreements were posted for public comment on September 28, 1999. A large number of written comments were received on these agreements, some in favor of the agreements, some opposed, and some suggesting modifications. At the public forum held on November 3, 1999, a number of stakeholders raised concerns about various provisions of the agreement. In particular, a group of accredited registrars presented a seven-point list of concerns with the terms of the agreement. In response to these concerns, the Corporation's attorneys conducted additional negotiations with Network Solutions and Department of Commerce personnel to discuss the points of concern that had been raised, including those raised by the registrars during the public forum on November 3.
Mr. Touton then reviewed the specific provisions of the Registry Agreement, the Zone File Access Agreement, the Registrar Accreditation Agreement, the Transition Agreement, the Registrar Licensing Agreement, Amendment 19 to the Co-operative Agreement, and additional Amendment 1 to the Memorandum of Understanding in detail with the Board. He explained the changes that had been negotiated overnight. Those changes from the previously posted version of the documents were incorporated in the new agreements, and addressed six of the seven points raised by the registrars, as well as other comments that had been made in writing and at the public forum. He indicated the staff's view that the other point raised by the registrars (Point No. 4)--proposing a change in the approval procedure for financial contributions by the registrars--would risk unstable finances for the Corporation in the future. Accordingly, he recommended that no changes be made to address the seventh point.
Counsel advised the Board that, other than the changes described above made in response to comments, no substantive changes had been made to the agreements since publication on the ICANN web site.
In response to a question, counsel confirmed that the registrar community had seen the documents and contributed to the terms to the extent possible, given the quick nature of the discussions due to the timing of the Board meeting.
The Board discussed the agreements and the changes.
Mr. Abril i Abril noted that, while he did not like the agreements, he felt that they were the best under the circumstances and he noted his concern related to the potential continuing influence of the U.S. Department of Commerce.
Mr. Fockler noted the ability of the Board to monitor compliance with the agreements and the outcome related to competition.
Mr. Triana noted that the agreements would stabilize the Corporation's financial situation.
Mr. Conrades noted the value of moving forward with the important duties of ICANN once the agreements are in place.
Ms. Wilson noted that it continues to be important to receive the comments of the registrar community as the relationships unfold under the agreements.
Mr. Kraaijenbrink concurred that it is important to move forward with the responsibilities of ICANN.
Mr. Cohen thanked all of the individuals involved in the negotiations, which he noted were challenging and extensive and commended them on a successful outcome.
Ms. Capdeboscq also commended the negotiators and noted that there are many important issues related to the next tasks of ICANN including addressing issues related to country-code delegations and the root servers. She said it continues to be important to complete the internationalization process of the oversight of technical aspects of the Internet.
Mr. Wong said that he would abstain from voting on the agreements because he was new to the Board and unfamiliar with them but that he supported the policy they represent and that he was pleased with their substance.
Mr. Roberts noted that the development of the relationship with Network Solutions had consumed much of the time and attention of the Board and staff and said he was pleased that the agreements would allow the Corporation to proceed with other important components of its mission.
Ms. Dyson said that, while not perfect, the agreements represent a fair and open way to level the playing field in registering domain names and move forward to other challenges and added her thanks to all involved in the negotiations.
Upon motion duly made and seconded, the Board approved the adoption of the following resolutions:
Whereas, the Board has been presented with proposed agreements among Network Solutions, Inc., the United States Department of Commerce, and ICANN, consisting of a Registry Agreement, a revised Registrar Accreditation Agreement, an NSI registrar Transition Agreement, a revised NSI/Registrar License and Agreement, an Amendment 19 to the NSI/U.S. Government Cooperative Agreement, an Amendment 1 to the Memorandum of Understanding between ICANN and the United States Department of Commerce, and attachments to those documents;
Whereas, drafts of these agreements were posted on the ICANN web site and public comments received, both in writing and at a public forum held November 3, 1999;
Whereas, based on the comments various changes have been made to the posted documents, resulting in the agreements now before the Board; it is
Resolved [99.132], that the President is authorized to sign the agreements to which ICANN is a party in the form presented to the Board, with any minor technical corrections and modifications he determines appropriate;
Mr. Roberts reviewed the report and recommendations of the task force on funding which had previously been published on the ICANN web site.
After discussion, and upon motion duly made and seconded, the Board unanimously approved the adoption of the following resolutions:
Whereas the President's Task Force on Funding completed its Draft Final Report on October 30, 1999, and released it for public review and comment on October 31, 1999;
Whereas the Draft Final Report was reviewed and discussed at the ICANN Public Forum on November 3, 1999; and
Whereas the members of the Task Force have indicated that the Draft Final Report represents a consensus of the Task Force and should be treated as a Final Report; it is hereby
Resolved [99.134], that the Board adopts, for the fiscal year beginning July 1, 1999, transition budget, the recommendations set forth in the Final Report of the President's Task Force on Funding, including the improvements to the ICANN budget process, the global allocation of budget contributions, and the specific funding formula applicable to generic top-level domain name registrars,
Further resolved [99.135], that the Board directs the President to implement the recommended funding formulas applicable to generic top-level domain name registries and registrars by incorporation into the applicable Registry Agreement and Registrar Accreditation Agreements;
Mr. Crew reported on the development of an At-Large Membership and a process for direct election of an At-Large Council, in two stages, which will in turn select nine At-Large Board members in 2000. He reported on the grant of funding in the amount of $200,000 pledged by the Markle Foundation to assist with administrative and outreach aspects of the process of forming the At-Large Membership and electing the At-Large Council. He said that the next step would be the creation of a task force to assist with implementation of the At-Large Membership and reviewed related resolutions with the Board.
Several members of the Board expressed their appreciation to the Markle Foundation for its financial support of the implementation of this important part of the Corporation's structure. Several Directors emphasized that the Markle Foundation's financial support will not result in special influence over policy matters for the Markle Foundation and its other grant recipients. Mr. McLaughlin noted that the Markle Foundation had not conditioned its grant on the outcome of remaining policy issues.
Upon motion duly made and seconded, the Board unanimously approved the adoption of the following resolutions:
Whereas the Board has adopted a set of Bylaws setting forth the policy framework for ICANN's At-Large Membership structure and elections;
Whereas the Corporation has now received a significant commitment of funding from the Markle Foundation to support the launch of the At-Large Membership and election program as approved by the Board;
Whereas the Markle Foundation grant funds will permit ICANN to hire a dedicated At-Large Membership project manager, and to provide the staff support necessary to the work of the Membership Implementation Task Force; it is now
Resolved [99.143], that the Board directs the President and CEO to promptly acquire appropriate staff and resources to carry out the tasks necessary to implement the Board's membership Bylaws and resolutions;
Resolved [99.144], that the President and CEO is directed to convene a Membership Implementation Task Force, which shall generate and implement strategies for outreach and recruitment of a broad and numerous membership that is globally representative of the Internet user community; design effective membership authentication and online election procedures; and undertake such other membership implementation responsibilities as may be assigned to it by the Board or the President;
Resolved [99.145], that the President and staff are directed to post by November 19, 1999, a public call to the ICANN community for nominations and expressions of interest in serving on the Task Force; and
Resolved [99.146], that the Board notes the many comments on the At Large Membership structure and implementing Bylaws adopted by the Board, and directs the President and staff to analyze the comments, and to post for public review and comment a staff report on possible amendments to Article II of the Bylaws, as deemed advisable, prior to the end of January, 2000.
The staff confirmed that it intends to report on the results of its recommendations by mid-winter.
Mr. Kraaijenbrink reviewed the draft charter of the Ad Hoc Group to assist in identifying IP-address policy concerns. He noted that the charter had been published on the ICANN web site and substantially revised in response to comments received online and at a public forum on November 3. He discussed the role of the group and its relationship to the Board. He noted that public comment had been received and reviewed in developing the final charter as proposed and that the final revised version of the draft charter appeared to have the support of nearly all those who had been participating in the discussions.
Upon motion duly made and seconded, the Board unanimously approved the adoption of the following resolutions:
Whereas on October 21, 1999, Director Kraaijenbrink proposed for public review and comment a charter for an ad hoc group to be formed pursuant to Board Resolution 99.79;
Whereas the proposed charter was discussed and revised at an open public forum on November 2, 1999, in Los Angeles;
Whereas a number of constructive criticisms, comments, and suggestions were made by a wide range of interested parties; and
Whereas the proposed charter was revised and redrafted and presented at the ICANN Public Forum on November 3, 1999; it is now
Resolved [99.138], that the Board endorses the proposed charter for the ad hoc group, and directs that it be included with these minutes as Attachment A; and
Resolved [99.139], that the President and CEO, working with Director Kraaijenbrink, is directed to establish a dedicated ICANN Public Comment Forum on the ICANN website, and to invite a small Editorial Group to coordinate and contribute to the work of the Forum.
Ms. Dyson asked that appropriate resolutions of thanks and appreciation for the persons and entities that provided essential financial support of ICANN during its startup phase. The Board unanimously adopted the following resolutions:
Resolved [99.140], that the Board gratefully acknowledges the financial backing of its financial contributors -- including American Online; DGT (Taiwan); Karl Fox; Ascend Communications; Internet Society of Israel; Joseph Le Baron; Bell Atlantic; JPNIC; John R. Patrick; British Telecommunications; Paul D. Stauffer; Chunghwa Telecom Co Ltd; Cisco Systems; Compaq Computer Corporation; Deutsche Telecom; France Telecom; Fundacion Airtel; GTE Internetworking; Horus Networks; IBM; Jones, Day, Reavis and Pogue; KPN; Latham & Watkins; Communications Industry Services (CIS) business unit of Lockheed Martin; Marengo Research; MCI Worldcom; Microsoft Corporation; Netscape Communications Corporation; NameSecure.com; Novell; NTT Communications, Japan; Quilcap Corp.; PSINet; Stichting Internet Domeinregistratie Nederland; Symantec; TheInternetCompany, Inc.; and UUNET -- whose generous support of and commitment to the ICANN process have made ICANN's success possible.
Resolved [99.141], that the Board gratefully acknowledges the critical financial support of 3Com Corporation, Cisco Systems, Inc., Deutsche Telekom, and MCI Worldcom, and directs the President to convey the Board's thanks and appreciation to the appropriate officers of those corporations.
Ms. Dyson also thanked the staff and advisors of ICANN and the Berkman Center for their support and assistance during the past year and their contribution to the success of the endeavor.
There being no further business, the meeting was adjourned at 1:45 p.m. local time.