Special Meeting of the Board Minutes
INTERNET CORPORATION FOR ASSIGNED NAMES AND NUMBERS
A meeting of the Board of Directors of the Internet Corporation for Assigned Names and Numbers ("ICANN") was held by teleconference on January 12, 2000. The following Directors of the Corporation were present by telephone: Esther Dyson, Chairman, Jean-François Abramatic, Amadeu Abril i Abril, Robert Blokzijl, Jonathan Cohen, Greg Crew, Philip Davidson, Ken Fockler, Hans Kraaijenbrink, Jun Murai, Michael Roberts, Eugenio Triana, Linda S. Wilson, and Pindar Wong. Also present on the teleconference were Louis Touton, Vice-President, Secretary, and General Counsel of the Corporation; Andrew McLaughlin, Chief Financial Officer of the Corporation; and Joe Sims of Jones, Day, Reavis & Pogue.
The meeting was called to order by Esther Dyson at 5:05 pm U.S. Eastern Standard Time.
Mr. Touton requested that the Board consider formally approving the minutes of the Board meetings of September 27, October 18, November 11, and December 12, 1999, as previously posted in draft form on ICANN's web site. After brief discussion, it was determined that all current directors should participate in the approval vote, even though some directors were seated on the Board after the September 27 and October 18 meetings.
Upon motion duly made and seconded, the Board unanimously adopted the following resolution:
Mr. Roberts and Mr. Touton described the need for ICANN to acquire expanded office facilities. The current space in Marina del Rey, California, USA, is subleased from the University of Southern California and consists of five small offices and a conference/work room. In the past month, ICANN's staff has investigated various alternatives for adequate office space, including sites in the El Segundo, Culver City, and Santa Monica areas, as well as other buildings in Marina del Rey. Based on their review of prevailing costs and their preliminary discussions with lessors, the staff recommends that ICANN attempt to lease a suite of offices (3520 square feet) in an office building adjacent to the one in which the current office is located. A significant advantage of this location is its proximity to the Information Sciences Institute, so that ICANN can readily continue to draw on ISI's technical expertise through shared employees and otherwise.
The Board discussed the term of leasing arrangements. Mr. Touton noted that the space being considered in the adjacent building was being offered for a five-year lease, which presently is the commercial norm for the Los Angeles area. The Board discussed the trade-offs between the flexibility afforded by a shorter term and the increased availability of suitable space and reduced annual cost afforded by a five-year term. It was concluded that in view of the present urgent need for more suitable space a five-year term was appropriate.
In view of current competitive market conditions, it might not be possible to obtain the space in the adjacent building on appropriate terms, but there are other alternatives in the vicinity.
Upon motion duly made and seconded, the Board unanimously adopted the following resolutions:
RESOLVED [00.2] that the President is authorized on behalf of the Corporation to enter into a lease for offices near the Corporation's present offices in Marina del Rey, for a lease term not to exceed five years, totaling not more than 4000 square feet, and at a rental rate not to exceed $2.75 per square foot per month.
RESOLVED FURTHER [00.3] that the President is authorized on behalf of the Corporation to contract for the improvement of the leased space to make it suitable for the Corporation's use, at a monthly cost to the Corporation not to exceed $0.55 per rentable square foot amortized over a five-year term.
[RC 99-2] The Reconsideration Committee recommends to the Board that Request for Reconsideration 99-2 (submitted August 2, 1999, by Gene Marsh) be denied. The request did not include the basic information required by the Reconsideration Policy, and Mr. Marsh did not respond to an August 5 staff request to provide that basic information. In addition, the Committee notes that the request was not timely, as it was received more than two months after the Board's decision on May 27, 1999, to provisionally recognize the gTLD constituency.
After discussion, the following motion was duly made, seconded, and adopted unanimously by the Board:
The Reconsideration Committee expects to have several other recommendations ready for Board action in time for the Board's next meeting on February 10, 2000.
Mr. Touton noted that in resolution 99.1 the Board authorized the President to negotiate the terms of an agreement with the United States Government by which ICANN would perform the IANA function. After various delays, negotiations have progressed to a point where essential terms of the agreement are settled. Thus, it would be appropriate for the Board to review the outcome of the negotiations and consider authorizing ICANN to enter into the agreement.
Mr. Touton reviewed the progress of the ongoing transition of technical coordination tasks from the United States Government to ICANN, including the Memorandum of Understanding, ICANN's transition agreement with the University of Southern California, and the November 10, 1999 agreements concerning the operation of the .com, .net, and .org TLDs. He noted that there remain several milestones that must be passed to complete the transition, and that one important milestone is the entry of a formal contract with the United States Government for ICANN to perform the IANA function. He explained that the basic terms that had been negotiated are as follows:
a. Coordination of the assignment of technical protocol parameters;
b. Administrative functions associated with root management;
c. Allocation of IP address blocks; and
d. Other IANA functions as needed upon request of the Department of Commerce.
2. There will be no charge to the United States Government. ICANN will not initially charge fees to users of the IANA's services. ICANN may through its processes (see Article III, Section 3(b) of the bylaws, which requires an opportunity for public comment) develop charges to be assessed subject to the approval of the Government, which will not be withheld unreasonably, provided the charges do not exceed the the cost of providing the services.
3. The contract will last until September 30, 2000. (If the transition is not completed by then because other milestones are not met, a subsequent contract could be negotiated.)
4. The US Government formally approves transfer of the IANA function to ICANN and approves USC's transfer of the necessary intellectual property to ICANN.
5. ICANN will submit to the Government a progress report every three months and a final report.
6. The contract, in itself, does not authorize ICANN to make substantive changes in established policy associated with the performance of the IANA function. Procedures for policy development will remain the subject of the Memorandum of Understanding between the United States Department of Commerce and ICANN.
7. In operating the IANA, ICANN will generally continue to follow past policies, except as it develops new or changed policies by its policy-development procedures (through the SOs, for example). Procedural changes at the IANA associated with new or changed policies will be implemented upon mutual agreement of the United States Department of Commerce and ICANN.
It was noted that this agreement, which replaces the current contractual structure of IANA services being provided under the Teranode contract, is one of several steps that ICANN must accomplish to complete the transition process.
Upon motion duly made and seconded, the Board unanimously adopted the following resolutions:
WHEREAS, resolution 99.1 authorized the President to negotiate the terms of an agreement with the United States Government by which the Corporation would perform the IANA function;
WHEREAS, formal entry into such an agreement is an important and necessary milestone on the transition of Internet-coordination functions from the United States Government to the Corporation;
WHEREAS, the Corporation's staff and counsel have negotiated with the United States Department of Commerce an agreement under which ICANN would perform the IANA function through September 30, 2000;
WHEREAS, the Corporation's President and General Counsel have reviewed the negotiated terms with the Board and recommended that the Corporation enter into the agreement on those terms;
RESOLVED FURTHER [00.6], the Board directs the President and General Counsel to finalize the agreement's language and to sign it on behalf of the Corporation with such changes, consistent with the terms described to the Board, as the President may determine to be appropriate.
Mr. Touton gave a presentation on legal aspects of ccTLD redelegations pending before the IANA. In view of the potential for litigation, the Board determined that further details should not be given publicly at this time to preserve the privileged nature of the discussion. It was determined that no formal Board action need be taken on this matter at this time.
Mr. Roberts noted that much of the staff's activities during December had been covered in other agenda items so that, for the most part, little separate discussion was necessary unless there were specific questions. As an additional item, however, he noted that he had prepared a statement of reimbursements to directors for the fiscal period ending June 30, 1999, and that he was preparing to post the statement on the ICANN web site. After discussion, the Board concluded that the format of the report fairly meets the need for disclosure of reimbursement information, especially in view of the fact that the individual expenses are examined by ICANN's independent accountants. There ensued a discussion about appropriate policies going forward for reimbursement requests and levels, and it was concluded that additional work on these matters was required. Mr. Cohen indicated he would prepare a written proposal responding to points raised.
Mr. Roberts noted that Josh Elliott, ICANN's Manager of Administration and the IANA Administrator, had given notice that he is resigning in late January to take a job in the for-profit sector. Several Board members noted that Mr. Elliott had been of great assistance to the successful start of ICANN's operations. The Board unanimously adopted the following resolution:
WHEREAS, Josh Elliott served the Internet community with great dedication for approximately two years before ICANN's formation as assistant to Dr. Jonathan B. Postel at the IANA;
WHEREAS, Mr. Elliott continued that tradition of service to the community after ICANN's formation as Manager of Administration and the IANA Administrator;
WHEREAS, in the ensuing months, Mr. Elliott has shown an unfailing devotion to preserving stable operation of the Internet by assisting in performing the IANA's central coordinating functions for the public good, despite the unfortunate loss of Dr. Postel's guidance;
WHEREAS, Mr. Elliott has also worked tirelessly to coordinate ICANN's start-up operations, allowing ICANN to make remarkable progress during its first year despite its often meager resources;
WHEREAS, his dedication, wisdom, and good cheer will be sorely missed; it is now
Mr. McLaughlin reported that several people had experienced difficulty making reservations at the Cairo Sheraton for the March 7-10 ICANN meetings, but that those problems now appear to have been resolved.
Mr. Kraaijenbrink reported that he expected the discussion forum of the Ad Hoc group chartered in resolution 99.138 to be operational in approximately one week.
The meeting was adjourned at 6:08 pm U.S. Eastern Standard Time.