Special Meeting of the Board Minutes
MINUTES OF SPECIAL MEETING
31 October 2000
A meeting of the Board of Directors of the Internet Corporation for Assigned Names and Numbers ("ICANN") was held by teleconference on 31 October 2000. The following Directors of the Corporation were present by telephone: Esther Dyson, Chairman, Geraldine Capdeboscq, Vint Cerf, Ken Fockler, Frank Fitzsimmons, Hans Kraaijenbrink, Sang-Hyon Kyong, Jun Murai, Michael Roberts, Helmut Schink, Eugenio Triana, and Linda S. Wilson. 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; Joe Sims and John Funk of Jones, Day, Reavis & Pogue; J.D. Tengberg of Arthur Andersen & Co.; and Charles Neuhauser.
The meeting was called to order by Esther Dyson at 5:13 am U.S. Pacific Daylight Time.
Ms. Dyson noted that a principal purpose of this meeting was to begin preparing for the Board's consideration of the applications made by parties seeking to sponsor or operate new TLDs. A large portion of the in-person public forum being held at ICANN's annual meeting on 15 November 2000 will be devoted to discussion of the applications. Prior to the teleconference, four of ICANN's nineteen directors recused themselves due to present or past relationships with companies either making or involved in some way with applications (though no director was himself involved with preparing any application), so that at most fifteen directors will participate in the public forum. Mr. Touton reminded the remaining directors to once again consider whether they had any relationships that could give rise to an appearance that they would not be objective in voting on the applications.
The Board discussed various possible methods of choosing among the many proposals. Board members noted the importance of keeping in mind that the goal set at the Yokohama meeting was to select a limited number of proposals to include in a first round of TLD introductions. Because of the large number of strong applications, it should be possible to select a very highly qualified group, so that the chances of a successful first round of introductions is maximized. Once the first round is introduced, the results can be analyzed to learn what types of TLDs best serve the needs of the Internet community and how they can be introduced to maximize their benefits and to reduce confusion and disruptions. Board members noted that, by starting with a careful, limited introduction geared toward a diverse set of "proofs of concept," it may be possible to introduce additional TLDs in the future without the need for such a rigorous analysis of each TLD. A consequence of limiting the initial introduction to a limited number of the most highly qualified proposals is that some good proposals will not be selected for the first round. It is possible that proposals not selected for inclusion in the first round can be included in future rounds, after they are adjusted to reflect what is learned in the first round.
Before the beginning of the application period, the ICANN staff posted Criteria for Assessing TLD Proposals, which presented nine factors it intended to consider in making recommendations to the Board on selection from among the proposals. Those factors, which are described in detail in the posting, were:
- The need to maintain the Internet's stability.
- The extent to which selection of the proposal would lead to an effective "proof of concept" concerning the introduction of top-level domains in the future.
- The enhancement of competition for registration services.
- The enhancement of the utility of the DNS.
- The extent to which the proposal would meet previously unmet types of needs.
- The extent to which the proposal would enhance the diversity of the DNS and of registration services generally.
- The evaluation of delegation of policy-formulation functions for special-purpose TLDs to appropriate organizations.
- Appropriate protections of rights of others in connection with the operation of the TLD.
- The completeness of the proposals submitted and the extent to which they demonstrate realistic business, financial, technical, and operational plans and sound analysis of market needs.
Members of the Board noted that these factors, which are based on the guidance in resolution 00.50, should be considered in the Board's assessments of which proposals to select.
Mr. Neuhauser, Mr. Tengberg, Mr. Funk, and Mr. Touton described the process by which the present applications are being reviewed and analyzed to provide an objective evaluation to the Board for its consideration. The evaluation team consists of three sub-teams. Mr. Neuhauser leads a sub-team of three technical experts that is analyzing the applications for technical soundness, including assessments of whether the proposed technical plan supports the business assumptions made in the proposals. Mr. Tengberg and Mr. David Nolte (not present on the teleconference) lead a sub-team of financial and business analysts from Arthur Andersen & Co., that is responsible for providing an assessment of business proposals. Mr. Funk leads a legal sub-team that is responsible of promoting a fair and open process and for reviewing legal aspects of the proposals.
The evaluation team's leaders explained that the team's process involves a two-stage analysis. The first stage consists of a threshold analysis of technical and business aspects of the proposals to determine which exhibit significant strengths that merit more focused analysis. In the first stage, the proposals are also placed into categories. The use of categories is intended to simplify the analysis and facilitate selection of a diverse set of proposals for the "proof of concept" round of selections. The second stage of the evaluation focuses on comparing the proposals in each category that merit focus. The purpose of the second stage is to give the Board an independent analysis highlighting the relative strengths of each of these proposals. The evaluation team expects to present its analysis and conclusions in a written report to be submitted and posted in early November.
(The report was posted on 10 November 2000 and appears at <http://www.icann.org/tlds/report/>.)
The Board discussed whether it was appropriate for the evaluation team's report to describe the reasons why the evaluation team concluded some proposals were not as strong as others. It was agreed that the team should endeavor to do a comprehensive analysis of the proposals, and that to maximize transparency the team's report should candidly discuss its conclusions. It was noted that applicants agreed to the following provision on the application transmittal form:
"The applicant (or, if there are multiple applicants, each applicant) hereby authorizes ICANN (and its officers, directors, employees, consultants, attorneys, and agents) to publish on ICANN's web site, and to disclose or publicize in any other manner, all materials submitted to, or obtained or generated by, ICANN (or its officers, directors, employees, consultants, attorneys, and agents) in connection with the application, including ICANN's (or their) evaluations and analyses in connection with the application or ICANN's investigation or evaluation of the application, except to the extent set forth in a written and duly signed agreement between ICANN and the applicant on the terms for confidential treatment of particular materials or information submitted by applicant. The applicant (or, if there are multiple applicants, each applicant) grants ICANN and its officers, directors, employees, consultants, attorneys, and agents a license to use any copyright or other intellectual property that applicant may have in any portion of the application for this purpose."
(The above is from the sponsored application transmittal form; the unsponsored application transmittal form contains similar language.)
The evaluation team leaders proceeded to summarize the results of their first-stage analysis, which was largely completed. The proposals in each category were briefly reviewed. Mr. Triana left the teleconference call after discussion of the General-Purpose TLD category; the discussion then continued for the New Services TLD and Special-Purpose TLD categories. Details of the evaluation team's first-stage analysis are given in its posted report.
Ms. Wilson noted that Hans Klein had scheduled a "ICANN Members Forum" for the morning of Sunday, 12 November 2000, and had invited ICANN directors to attend. Several directors expressed the hope that they would be able to ettend.
The meeting was adjourned at 7:28 am U.S. Pacific Daylight Time.