Special Meeting of the Board Minutes
MINUTES OF SPECIAL MEETING
A meeting of the Board of Directors of the Internet Corporation for Assigned Names and Numbers ("ICANN") was held by teleconference on April 6, 2000. The following Directors of the Corporation were present by telephone: Esther Dyson, Chairman, Jean-François Abramatic, Amadeu Abril i Abril, Robert Blokzijl, Greg Crew, Ken Fockler, Hans Kraaijenbrink, Michael Roberts, Eugenio Triana, Linda S. Wilson, and Pindar Wong. Directors Geraldine Capdeboscq, Vinton Cerf, Jonathan Cohen, George Conrades, and Alejandro Pisanty joined the teleconference while it was in progress. 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 (joined call while in progress); and Joe Sims of Jones, Day, Reavis & Pogue.
The meeting was called to order by Esther Dyson at 5:09 am U.S. Pacific Daylight Time.
Mr. Roberts and Mr. Sims gave a recap of the Board's action in Cairo concerning the procedures for selecting At-Large Directors. Five replacements are to be selected this year by a process involving a Nominating Committee, a petition period, and a direct vote of the membership. After that process is completed, there will be a comprehensive review, including evaluation of alternative processes for selecting At-Large Directors.
To implement these decisions, it is appropriate to form and populate a Nominating Committee and an Elections Committee for this year's selection process. At the Cairo meeting, the Board determined that these committees will pertain only to this year's selections; arrangements for future selections will depend on the process chosen for those selections after the comprehensive review.
Through discussion of these matters (during which Ms. Capdeboscq, Mr. Cerf, Cohen, Mr. Conrades, Mr. Pisanty, and Mr. McLaughlin joined the call), the Board reached tentative consensus on the following working set of principles, to be formally acted on at the next telephone conference meeting:
There shall be a Nominating Committee responsible for nominating a set of candidates for five At-Large Director seats, to be placed on the ballot for consideration and selection by the At-Large members of ICANN in the year 2000. The Nominating Committee will solicit and accept recommendations for candidates from the global Internet community. The Nominating Committee may also affirmatively recruit candidates for nomination.
The Nominating Committee will consist of four Directors and three members who are not Directors. By consensus of the Board members participating in the meeting, the Directors serving on the committee shall be Linda Wilson (Chair), Jean-François Abramatic, Jun Murai, and Alejandro Pisanty, subject to those Directors' willingness to serve on the committee. [Secretary's note after meeting: Those directors have all indicated their willingness to serve.] Ms. Wilson will gather suggestions for the non-Director members and present them in advance of the next Board teleconference, so that the committee charter and membership may be formalized at that time.
There shall be an At-Large Election Committee responsible for recommending to the Board for its approval procedures regarding petitions, campaigning, voting, measures to prevent fraud, etc. The committee will also be responsible for oversight and monitoring of those processes. The committee shall operate to the extent practical in an open and transparent manner, giving due regard to protecting the confidentiality of private information of ICANN At-Large members, proprietary information of election companies, and other matters (such as certain information regarding anti-fraud measures) that should be kept confidential to promote the committee's mission.
The Election Committee will consist of five to seven members, a majority of whom will not be members of the Board. By consensus of the Board members participating in the meeting, Greg Crew (Chair) and Ken Fockler shall serve on the committee, as shall Hans Kraaijenbrink if there are seven members. Mr. Crew will gather suggestions for the non-Director members and present them in advance of the next Board teleconference, so that the committee charter and membership may be formalized at that time.
Mr. Touton proposed that the Board formally approve the minutes of the Board meeting of January 12, 2000, as previously posted in draft form on ICANN's web site. Upon motion duly made and seconded, the Board unanimously adopted the following resolution:
Mr. Roberts noted that he had received an invoice from the ICANN's legal counsel in the amount of $81,788.84. This represents charges for three months of legal services. Mr. Roberts requested that the Board authorize him to pay this invoice.
Upon motion duly made and seconded, the Board unanimously adopted the following resolution:
Whereas, the President has received an invoice for legal services from Jones, Day, Reavis & Pogue in the amount of $81,788.84;
The Board discussed the schedule for future meetings. It was decided that the meeting scheduled for Europe in September 2000 should be taken off the schedule.
Mr. Wong gave a brief overview of ongoing progress within the Internet Engineering Task Force (IETF) on evaluating standardization issues for implementing non-ASCII alphabets in the domain-name system. IETF has recently formed a working group on these issues, which met at the IETF's recent meeting in Adelaide, Australia.
The meeting was adjourned at 7:02 am U.S. Pacific Daylight Time.