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 (the "Corporation") was held in open session at 8:56 a.m. local time at the Cairo Sheraton Hotel, Galae Square, Cairo, Egypt, on March 10, 2000.
The following Directors of the Corporation were present: Esther Dyson, Chairman, Jean-François Abramatic, Amadeu Abril i Abril, Robert Blokzijl, Geraldine Capdeboscq, Vinton G. Cerf, Jonathan Cohen, Greg Crew, Philip Davidson, Ken Fockler, Hans Kraaijenbrink, Jun Murai, Michael Roberts, Linda S. Wilson, and Pindar Wong. The following Directors were absent: George Conrades, Frank Fitzsimmons, Alejandro Pisanty, and Eugenio Triana. 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; and Joe Sims, of Jones, Day, Reavis & Pogue.
The meeting was called to order by the Chairman, Esther Dyson.
Mr. Roberts began calling the agenda items for discussion.
Mr. McLaughlin noted that the issue of possible policy revisions concerning administration and delegation of country-code top-level domains (ccTLDs) had been discussed over the past few days. Although progress had been made toward defining issues and positions, additional discussions with interested parties, including individual ccTLD managers and governments, were needed to reach resolution. He read resolution language proposed by the staff (set forth below) authorizing the staff to proceed with those discussions, with the goal of reaching contracts and policy statements to be posted for public comment.
In discussion, it was noted that the resolution would permit action on at least some aspects of the ccTLD issues before the Board's next face-to-face meeting in Yokohama in July 2000.
Upon motion duly made and seconded, the Board unanimously approved the adoption of the following resolution:
Whereas, the Board directed the President and staff to prepare "appropriate contractual relationships" with ccTLD registries in connection with the funding arrangements presented in the final report of the Task Force on Funding, in resolution 99.136;
Whereas, the Board has received a number of serious and carefully crafted recommendations relating to ccTLD administration and delegation policies, best practices, and contractual elements, including recommendations from the Governmental Advisory Committee, ccTLD managers, and others;
Whereas, the elements of these recommendations provide a sound basis for constructive dialogue and the finalization of stable and appropriate relationships;
RESOLVED [00.13] that the President and staff are authorized to work with the ccTLD managers, Governmental Advisory Committee, and other interested parties to prepare draft language for contracts, policy statements, and/or communications, including appropriate funding arrangements, to be presented to the Board and posted for public comment as soon as practicable.
Mr. Touton introduced the topic of adoption of policies concerning introduction of new generic top-level domains (gTLDs). He noted that two working groups of the Domain Name Supporting Organization (DNSO) had been working toward formulating recommendations on issues concerning new gTLDs (Working Group C) and protection of globally famous trademarks (Working Group B). On March 8, 2000, the Names Council received oral reports of these two working groups and asked each group to submit a written report within 10 days, to be put out for public comment. He read draft resolution language prepared by the staff requesting recommendations from the DNSO by April 20 and authorizing the staff to prepare (with input from the Names Council) draft policies, draft implementation documents, commentary, and statements of issues on these topics, to be posted for public comment leading up to Board consideration of adopting policies concerning gTLD introduction at the July 2000 Yokohama meeting.
The Board discussed the desirability of having concrete models for new gTLD registry operations, so the policy as adopted is based on practical, well-articulated plans, not just theory. It was also noted that this would reveal whether there could be a diversity of models (as far as nature of TLDs, rules applied for registrations, etc.) introduced. For example, TLDs initially introduced could range from fully open to restricted to a particular purpose.
In discussion, the Board determined that the proposed resolution language should be revised to note that the principal issue being considered is the introduction of new gTLDs. Although the protection of globally famous trademarks may be relevant to that principal issue, it is a secondary issue being considered because of its relevance to the primary issue. Mr. Touton revised the language of his draft resolution accordingly.
Mr. Cohen suggested adding a provision to the resolution requesting the World Intellectual Property Organization (WIPO) to submit a list of globally famous trademarks. He explained that WIPO had previously offered to prepare such a list, and noted that having such a list would inform the continuing discussions and may expedite introduction of gTLDs if such a list is ultimately desired. After some discussion, the Board determined that the topic of WIPO preparing such a list should be the topic of a separate resolution.
Upon motion duly made and seconded, the Board unanimously approved the adoption of the following resolution:
Whereas, on April 30, 1999, the World Intellectual Property Organization submitted a report to the ICANN Board containing recommendations regarding the protection of globally famous trademarks and the introduction of new generic top-level domains;
Whereas, in resolution 99.48, the Board referred those recommendations to the Domain Name Supporting Organization (DNSO) for its recommendations on these topics, to be submitted to the ICANN Board at the earliest practicable time after the Board's August 1999 meeting in Santiago, Chile;
Whereas, those working groups have discussed these topics for over eight months;
Whereas, on March 8, 2000, the Names Council requested that reports from these working groups be submitted to it for comment within ten days and declared its intention to submit the reports for public comment for a period of four weeks, after which the Names Council will promptly review and make recommendations on the reports;
RESOLVED [00.14] that the Names Council is requested to submit recommendations on the topic of the introduction of new generic top-level domains, taking into account protection of globally famous trademarks, no later than April 20, 2000;
RESOLVED [00.15] that the staff is authorized and instructed to prepare, taking into account any working group reports and Names Council recommendations received and based on consultation with the Names Council, draft policies, draft implementation documents, commentary, and statements of issues on these topics, to be posted for public comment on the ICANN web site in advance of the Board's meeting in Yokohama on July 15-16, 2000; and
The Board resumed discussion on Mr. Cohen's suggestion that WIPO be requested to prepare a list of globally famous trademarks. Several Board members expressed concern that ICANN should not affirmatively promote an agenda for the protection of famous trademarks; those matters are more appropriately dealt with by governments and intergovernmental organizations such as WIPO, rather than a technical coordination body such as ICANN. Although having a list prepared by WIPO might be helpful to ICANN in coordinating technical matters in a manner that does not unnecessarily clash with intellectual property rights, ICANN should not take the lead in formally requesting preparation of such a list. As a result, the Board agreed that it was more appropriate to simply note the utility of such a list, rather than making a formal request.
Upon motion duly made and seconded, the Board unanimously approved the adoption of the following resolution:
Whereas, the World Intellectual Property Organization in its April 30, 1999 report to ICANN has offered to prepare a list of globally famous trademarks;
Mr. Sims presented a draft resolution prepared by the staff to respond to the extensive public commentary on the At-Large Membership leading up to and at the Cairo meeting. Much of that commentary indicated that use of a nominations committee to nominate candidates who would be subject to a direct vote of the membership would produce a higher-quality, more accountable Board than the use of the At-Large Council envisioned by the resolutions adopted at the Santiago meeting in August 1999. The draft resolution calls for use of the nominations committee/direct vote method to select five At-Large Directors later this year, followed by a study of that process and alternatives to it before a permanent method of selecting At-Large Directors is chosen.
Several Directors noted that the nomination committee/direct vote method is used by other Internet organizations and has resulted in high-quality directors of those organizations, which they felt should be a main goal of any selection process. It was also noted that the community tone has changed in recent months so that the sentiment for completing replacement of the initial Directors by September 2000 has significantly diminished.
The resolution calls on ICANN staff to prepare proposed resolutions and bylaw amendments implementing the selection of five Directors this year using a nominations committee/direct vote process, followed by a detailed evaluation of alternative selection methods for use in the longer term. Mr. Crew noted that the At-Large Council method had been selected in part to avoid the potentially disruptive effects of some mechanisms provided under California law for non-profit corporations having a statutory membership. He inquired whether the nominations committee/direct vote selection method would lead to the potential of disruption. Mr.Sims and Mr. Touton responded that it was the staff's clear understanding that, if the current resolution is passed, it is the Board's direction that the staff should draft the necessary bylaw amendments and resolutions in the manner most likely to preserve ICANN's ability to continue to have tailored membership responsibilities, rights, and roles that specifically meet ICANN's unique circumstances. Although the legal issues are not free from doubt, it should be possible to implement the nomination committee/direct vote selection method while retaining a tailored, rather than statutory, membership.
Mr. Abril i Abril moved to amend the resolution to remove the portion that extends the terms of four of the initial Directors until November of 2001. (See part 2 of resolution 00.18 below.) The motion to amend failed, with two votes in favor, nine against, and three abstentions.
1. The Board adopted resolutions 99.87, 88, 89, 90, and 91 on August 26,1999 directing the staff to prepare amended Bylaws, and resolution 99.116 on October 29,1999, adopting amended Bylaws, that established, in Article II, an At Large membership and procedures for the selection of At Large Directors; and
2. The Board has received a significant amount of input from the Internet community relating to both the practical and conceptual bases underlying new Article II as adopted; and
3. The Board has observed that there remains, despite considerable efforts by the Board, ICANN staff, and other entities and individuals, and the limited technical mission of ICANN, a considerable diversity of views concerning the purpose of and rationale for the At Large membership and Council, and the advisability of the various electoral structures and procedures now set forth in Article II; and
4. The Board has observed that these widely divergent views have the effect of creating fundamentally different perspectives about the expected or desired results of the continuation of the At Large processes now underway; and
5. As a result, the Board has concluded that the concept and execution of the At Large membership requires careful and thorough reconsideration.
1. The Board believes that, notwithstanding this conclusion, it is important that the various stakeholders that do not or cannot easily participate in the ICANN process through the Supporting Organizations have a voice in the development of ICANN policy; and
2. The Board believes that such opportunity should not await the results of that reconsideration;
3. The Board believes that any solution to this problem pending the outcome of that reconsideration should ensure that, as is the case with the Directors selected by any single Supporting Organization, the At Large Directors should not be able to by themselves acting in the aggregate control the actions of the Board; and
4. The Board believes that it can accomplish all these objectives with the following set of actions.
Therefore it is RESOLVED [00.18] that the staff is directed to draft and present to the Board for its review and subsequent posting for public comment prior to adoption proposed amendments to Article II of the Bylaws and other resolutions that accomplish the following objectives:
1. Establish a deadline for the initial selection of five (5) At Large Directors (one each representing each ICANN region) by a direct ballot of qualified ICANN members in each region by no later than November 1, 2000 to serve a term to expire at the conclusion of the Annual Meeting of the Corporation in 2002;
2. Extend the terms of four (4) of the Initial At Large Directors, identities to be determined on the basis of willingness, geographic, and other factors, to expire at the conclusion of the Annual Meeting of the Corporation in 2001, and extend the terms of the other five (5) Initial At Large Directors to expire at the conclusion of the annual meeting in 2000;
3. Establish a Nominating Committee consisting of members appointed by the Board to accept recommendations and nominations from the Internet community as a whole, and to nominate five or more candidates for consideration by the At Large membership for selection to the ICANN Board;
4. Establish a petition process for additional nominations from the At Large membership that meet certain minimum qualifying criteria; and
5. Initiate a comprehensive study of the concept, structure, and processes relating to the At Large membership, on the following schedule:
a. The study to begin promptly following the selection of the five At Large Directors (to take place no later than 11/1/00), with such initial design as is feasible to be done prior to that time;
b. Results of the study to be presented to the Board no later than the second ICANN quarterly meeting in 2001;
c. The ICANN Board to consider the results of the study, and propose for public comment whatever actions it deems appropriate as a result on a schedule that would permit taking final actions no later than the Annual Meeting of the Corporation in 2001; and
d. Implementation of any actions taken so that any subsequent At Large selections can take place on a schedule that would allow any new At Large Directors to be seated by the conclusion of the ICANN Annual Meeting in 2002;
6. Extend an open invitation to organizations worldwide to assist in the comprehensive study; and
7. Suspend those provisions of Article II of the Bylaws that deal with the structure and process of the selection of At Large Directors pending the completion of the study referenced above and any subsequent actions by the Board.
Mr. Touton noted that a bylaw revision had been posted to permit redesignation the terms of original Directors selected by the supporting organizations. The procedure applies only to the terms of the original selections, and any revision only becomes effective with the consent of the affected Directors. This amendment responds to the circumstances of the original designations made by the Address Supporting Organization. Mr. Touton noted that the amendment appeared uncontroversial, since no comments were received from the public.
A motion was duly made and seconded, to adopt the following resolution:
Whereas, on February 16, 2000, proposed amendments to Article V, Section 2, to allow redesignation of the terms of Original Directors selected by Supporting Organizations were posted on the Corporation's web site;
Whereas, public comments were solicited on the proposed amendment;
Whereas, no comments were received; it is
The Supporting Organization Council may by a two-thirds vote revise its designation of which of the selected persons shall serve which of the staggered terms; such revision shall become effective upon the Secretary's receipt, within 180 days of the original notification, of the written consents of each Original Director whose term is affected by the revision.
Directors Dyson, Abramatic, Abril i Abril, Blokzijl, Capdeboscq, Cerf, Cohen, Crew, Davidson, Kraaijenbrink, Murai, Roberts, and Wilson voted in favor of the motion; Directors Fockler and Wong noted their abstentions. The bylaw amendment carried with 13 votes, being more than two-thirds of the members of the Board.
A break in the proceedings was taken at this point. Ms. Dyson departed Cairo, and Mr. Wong as Vice-Chairman presided over the remainder of the meeting.
Mr. McLaughlin presented a draft resolution to adopt the formal language of the independent review policy that had been drafted. Upon motion duly made and seconded, the Board unanimously approved the adoption of the following resolution:
Whereas, after extensive public review and comment, the Board adopted in Santiago the Proposals for Independent Review submitted by the Advisory Committee on Independent Review;
Whereas, the NSI registry and registrar agreements adopted in Los Angeles introduced additional responsibilities for the proposed Independent Review Panel;
Whereas, the staff has proposed an Independent Review policy, which was posted to public review and comment;
RESOLVED [00.20] that the Board adopts the proposed Independent Review Policy as amended, and directs that it be attached to these minutes as Attachment A.
Dr. Cerf made a presentation, using PowerPoint slides, regarding the status of the Executive Search Committee. That committee was formed at the 1999 annual meeting in Los Angeles and consists of Directors Cerf (Chair), Cohen, Kraaijenbrink, and Pisanty.
Dr. Cerf noted that the search would be international in scope and that the committee would be assisted by a recruiting firm. He described a list of numerous requirements the committee was considering: experience working effectively with large, diverse boards of directors, developing personal rapport and helping them work effectively; international experience; understanding of ICANN's mission; record of advocating new ideas; understanding of community consensus on major ICANN priorities; credibility with Internet communities; evident leadership skills; ability to generate enthusiasm; persistence and personal integrity; a well-developed sense of priorities; resilience and patience; self-starting, but able to make good use of priorities of others; strong administrative discipline; should not be an empire-builder; should be a happy and frequent traveler; and excellent references. He also described several desirable characteristics, including past work outside of home country; comparable management experience; enthusiasm for the Internet; a past role in Internet's evolution; extensive personal relations and reputation with stakeholders; experience in working with governmental entities; a record of building consensus; and comfort with himself or herself and ego, with bias towards action and accomplishment.
In subsequent discussion, the ability of any single candidate to meet all the stated requirements was questioned. Dr. Cerf indicated that different candidates would naturally be stronger on some points than others, and that selecting the best candidate would involve considering the relative strengths in all the stated areas.
Whereas, the ICANN Board wishes to identify and recruit a permanent CEO;
Whereas, the ICANN Board intends to conduct a worldwide search for a permanent CEO;
Whereas, the Executive Search Committee has presented a report to the Board recommending the retention of a search firm; it is
Ms. Wilson, the Chair of the Audit Committee, presented a charter that the committee prepared and requested that the Board adopt it. The Committee was constituted at the 1999 annual meeting and consists of Directors Crew, Davidson, Wilson. The committee feels it could function best with a detailed charter from the Board.
Whereas, the Audit Committee has presented to the Board a proposed charter for its activities;
Whereas, the Board views the proposed charter as a sound basis for the Audit Committee in performing its functions;
Mr. Touton noted that ICANN and IETF had recently concluded negotiations on the language of an agreement formalizing ICANN's provision of IANA services on behalf of the IETF. The agreement has been posted on the ICANN web site. This agreement does not preclude ICANN from performing IANA services on behalf of other organizations as well. The agreement has been signed by the ICANN President, subject to ratification by the Board. Mr. Touton indicated that ratification would now be appropriate.
Whereas, after many months of discussions with the Internet Engineering Task Force and the Internet Architecture Board, the Corporation's President reached agreement with those organizations on a Memorandum of Understanding effective March 1, 2000, concerning the technical functions of the Internet Assigned Numbers Authority;
Whereas, the President has signed the Memorandum of Understanding as set forth in Attachment C, subject to ratification of the Board;
Mr. Touton noted that in December 1999 the President issued checks in payment of invoices to Jones, Day, Reavis, and Pogue in the amounts of $97860.44 and $455,674.69. The amount of these checks exceeds the President's pre-authorization, so that the Board should consider ratifying them.
Mr. Roberts noted that the invoices being discussed related to many months of legal services during 1999, including those relating to ICANN's negotiations with Network Solutions, Inc. (NSI) and the U.S. Department of Commerce that resulted in the gTLD contracts that were signed on November 10, 1999. He noted that ICANN lacked the cash to pay for these legal services on a current basis during most of 1999, but that as a result of Jones, Day's successful conclusion of these negotiations, NSI made payments in November that allowed the invoices to be paid. He also noted that the purpose and amount of the checks was known to the Board at the time.
Upon motion duly made and seconded, the Board approved the adoption of the following resolution:
Whereas, on December 13, 1999, the President has signed on behalf of the Corporation check nos. 1312 and 1313, in the amounts of $97,860.44 and $455,674.69 to Jones, Day, Reavis & Pogue in connection with legal services provided to the Corporation;
Mr. Roberts and Mr. Cohen abstained from the above vote; all other Directors voted in favor. Mr. Cohen stated that he did not doubt that the services were excellent and price was fair, but he abstained because he would liked to have seen the account before payment for checks this size. Mr. Roberts noted that if ICANN had been able to make the payments on a current basis, each individual check would have been within his normal signature authority.
Mr. Roberts noted that under current policy ICANN's supporting organizations are expected to provide funding from their own sources. Given ICANN's reliance on the supporting organizations for sound policy recommendations, however, ICANN at times assists the supporting organizations in practical, non-monetary ways, such as sharing of meeting rooms and facilities, staff support, etc. in connection with quarterly meetings. Noting that the formulation of the proposed 2000-2001 budget is now underway, Mr. Roberts asked for Board guidance as to whether that general funding policy should be continued. The informal sense of the Board was that the present policy was appropriate.that the present policy was appropriate.
The Board discussed the schedule for future meetings, as follows:
- Yokohama, Japan: 15-16 July 2000
- Marina del Rey: November 2000
- South Asia/Pacific (perhaps Australia): March 2001
- Latin America/Caribbean: June 2001
- Europe: September 2001
- West Coast United States or Canada: November 2001
[Note: In revision of the above schedule, the Board has subsequently decided to hold the June 2001 meeting in Europe and the September 2001 meeting in Latin America/Caribbean.]
The Board noted that it had received excellent support by the host committee and others involved in making the Cairo meeting possible. Upon motion duly made and seconded, the Board unanimously approved the adoption of the following resolution:
Whereas, the local hosts of ICANN's Cairo meetings have organized an outstanding set of meetings (and gala dinner), under the leadership of Dr. Tarek Kamel;
Whereas, the Board and staff have been pleased to take the advice of His Excellency the Minister of Communications and Information Technology to drink the waters of the Nile, and accordingly look forward to our inevitable return to Cairo; and
Whereas, the Board is concerned that the local host committee may have set an impossibly high standard for future meetings, it is:
RESOLVED [00.26] that the Board and staff express their sincere thanks to Dr. Tarek Kamel, his staff, the Egyptian Ministry of Communication, the Cabinet Information and Decision Support Center (IDSC), the Internet Society of Egypt, and the ten sponsors (MobiNil, Alcatel, MIST, Telecom Egypt, Ericsson, Lucent Technologies, Raya Holding, Microsoft, MCI WorldCom, and BulkRegister) and two co-sponsors (Network Solutions and Geganet) of these meetings.
There being no further business, the meeting was adjourned at approximately 12:25 p.m. local time.