Meeting of the Executive Committee Minutes
INTERNET CORPORATION FOR ASSIGNED NAMES AND NUMBERS
A meeting of the Executive Committee of the Board of Directors of the Internet Corporation for Assigned Names and Numbers ("ICANN") was held by teleconference on 6 January 2001. The following members of the Committee were present by telephone: Vint Cerf, Hans Kraaijenbrink, Sang-Hyon Kyong, Alejandro Pisanty, Nii Quaynor, and Michael Roberts. (Mr. Pisanty joined the meeting shortly after it began.) Also present on the teleconference was Louis Touton, ICANN's Vice-President, Secretary, and General Counsel.
The meeting was called to order by Vint Cerf at 8:05 am U.S. Eastern Standard Time.
Mr. Roberts noted noted that ICANN's involvement during October and November 2000 in review and evaluation of new TLD applications required a greater-than-normal amount of legal services to be obtained from ICANN's outside lawyers, Jones, Day, Reavis & Pogue. For the two months, the legal expenses can be categorized as follows:
Litigation Related to Introduction of New TLDs: US$60,098.69 Evaluation of Applications, Public Comments, etc.: US$324,084.96 General (Annual Meeting, etc.): US$81,370.02 Total for October and November: US$465,553.67
Before the end of calendar year 2000, Mr. Roberts consulted with each of the Executive Committee members by e-mail to informally determine their views, in advance of the holding of a formal Executive Committee meeting, regarding the appropriateness of the invoices and whether they should be paid before year end. All members of the Executive Committee gave their informal support for payment of the invoices prior to formal approval at the present meeting.
The Executive Committee discussed the amount of the invoices, and particularly the reasons why the legal expenses for these two months were significantly larger than the usual expenses incurred by ICANN. In the aggregate, the outside legal services for October and November constituted more than 2000 hours of effort by various partners and associates in the Jones, Day law firm. Thus, the effective hourly rate is approximately US$230, well under the prevailing rates charged by lawyers with comparable experience and credentials for work of this type. This extraordinary level of effort facilitated evaluation of the unexpectedly large number (44) of complete applications received in time for their consideration by the Board at the second annual meeting in November 2000.
(Mr. Pisanty joined the teleconference during the discussion described in the paragraph above.)
After the discussion, upon Mr. Roberts' motion, which was duly seconded, the Executive Committee unanimously adopted the following resolution:
Whereas, the Corporation had significant needs for legal services in the months of October and November 2000, including for the implementation of the new TLD program authorized by resolutions 00.46 through 00.51;
Whereas, Jones, Day, Reavis & Pogue provided extensive legal services to meet these needs;
Whereas, the Corporation received invoices from Jones, Day totalling $465,553.67 in connection with legal services provided to the Corporation during the months of October and November 2000;
Whereas, the President reviewed the invoices and determined that in his opinion they are proper and should be paid;
Whereas, the President advised the Executive Committee's members of his opinion that the invoices should be paid, and they unanimously advised of their agreement that payment should be made in a timely manner;
Whereas, the President paid the invoices by check;
It is therefore resolved [EC01.1] that the President's payment of $465,553.67 to Jones, Day, Reavis & Pogue on invoices for legal services during the months of October and November 2000 is hereby authorized and ratified.
Dr. Cerf and Mr. Touton reported on the status of the negotiations with Dr. M. Stuart Lynn concerning his possible employment to succeed Mr. Roberts as ICANN's President and CEO. Mr. Roberts became President and CEO at ICANN's inception with the understanding that he would be able to retire from the position once the start-up phase of ICANN was complete. At its meeting of 13 December 2000, the Board discussed various candidates recruited by the Executive Search Committee and Christopher Mill & Partners, the executive recruiting firm retained by ICANN. In that discussion, the Board gave Dr. Cerf guidance to proceed with employment negotiations with Dr. Lynn which, if successful, would be followed by the Board's election of Dr. Lynn as ICANN's President and CEO.
Since that meeting, Dr. Cerf and Mr. Touton have engaged in negotiations with Dr. Lynn, reaching tentative agreement on employment terms. Mr. Touton noted that under Article VII, Section 1(a)(vii) of the bylaws, the full Board must approve the compensation of the President. It is appropriate, however, for the Executive Committee to review the negotiated arrangements and give advice regarding whether they should be presented to the full Board for approval.
Dr. Cerf reported that he was prepared, subject to the Executive Committee's advice, to recommend that the negotiated terms be approved by the full Board. He gave an overview of those terms, which provided for an annual salary of US$245,000 and medical, vacation, and other benefits. Under the terms of the arrangement, Dr. Lynn would assume the office of President and CEO at the conclusion of the Board's meeting on 13 March 2001 in Melbourne, Australia. One significant feature of the arrangement is that Dr. Lynn would continue to live at his home in Palm Springs, California USA, which is approximately 120 miles from ICANN's headquarters in Marina del Rey. Under the terms negotiated, ICANN would lease an office near Dr. Lynn's home to facilitate the effective performance of his duties as President and CEO. Dr. Lynn would split his time between that office, an office at ICANN's headquarters, and on travel for ICANN. As a term of his employment, Dr. Lynn would be reimbursed his reasonable travel expenses between his home and ICANN's Marina del Rey office as well as his reasonable food and lodging expenses while working in Marina del Rey.
Mr. Touton reviewed the detailed terms of two agreements that have been negotiated with Dr. Lynn: an Employment Agreement and an Employee Confidentiality, Works, and Invention Agreement.
The Executive Committee discussed the negotiated terms. One aspect discussed was the arrangement for Dr. Lynn to work from offices in both Palm Springs and Marina del Rey. It was agreed that consideration should be given to renting an apartment near the ICANN headquarters that Dr. Lynn (and ICANN's visitors) could use instead of a hotel, but it was pointed out that the economic wisdom of this would depend on how much of Dr. Lynn's time was spent in Marina del Rey rather than in Palm Springs or travelling elsewhere. The Executive Committee also discussed what provisions for extension or reduction of the initial term of employment would be most appropriate. In conclusion, all members of the Executive Committee gave their support to the terms as negotiated and recommended that they be presented to the full Board for approval.
Mr. Touton gave a presentation on a proposed arrangement between the United States Department of Commerce and ICANN under which ICANN would assume responsibility for performing various services associated with the InterNIC site on the Internet.
In the summer of 1999, during the introduction of registrar-level competition in .com, .net, and .org, one of the principal concerns expressed within the Internet community was that there should be an appropriate disposition of the "InterNIC" name, which had been operated on a sole-source basis by Network Solutions, Inc. (NSI) under its 1993 cooperative agreement with the National Science Foundation (later the United States Department of Commerce). Registrars and others felt strongly that the InterNIC name should be restored to a neutral use reflecting its pre-competition role in support of the various registration services provided under the NSF cooperative agreements. As a result of these sentiments, in their negotiations leading up to their 10 November 1999 agreements with NSI, ICANN and the United States Department of Commerce obtained NSI's agreement to refrain from proprietary use of the InterNIC name and to transfer internic.net and similar domain names to DOC, which still holds the service mark registration on the "InterNIC" name (this was originally obtained by AT&T and then transferred to DOC). The agreements also provide that the InterNIC name will not be transferred to any other registrar.
The agreements provided for a phased schedule on which NSI would discontinue uses of the InterNIC name that related to its registrar business. internic.net is also used, however, for certain general Internet-infrastructure functions that NSI has been performing under the 1993 cooperative agreement. At the time of the November 1999 agreements, the long-range plan for InterNIC was that it should evolve into a user-information site about name-registration services for the Internet generally, in addition to continuing to provide the infrastructure functions. As the transition progressed, the responsibility for InterNIC would be transferred from DOC to ICANN.
The November 1999 agreements call for NSI's responsibilities for InterNIC under its cooperative agreement to end on 9 January 2001. With that date approaching, DOC has asked ICANN to assume responsibility for the services provided through internic.net. There are four aspects of these services:
1. Nameservice for the internic.net domain;
2. ftp service through rs.internic.net;
3. Web service at www.internic.net, consisting mainly of web-based lookups to the .com/.net/.org registry Whois service; and
4. Whois service at rs.internic.net and whois.internic.net.
Mr. Touton described the following plan to move forward with the transition to ICANN responsibility for providing the InterNIC services:
A. Enter an appropriate agreement with DOC that would license ICANN to use the InterNIC service mark and transfer the InterNIC domain name registrations to ICANN.
B. Enter an arrangement with NSI (now VeriSign) under which it would continue providing the internic.net nameservice and the ftp service for a transitional period of approximately one month. NSI/VeriSign has indicated it is willing to do this at no charge.
C. Take over the provision of the internic.net nameservice and the ftp service (items 1 and 2 above).
D. Enter an arrangement with NSI/VeriSign by which it will continue to provide the web service (item 3 above) for approximately two months. NSI/VeriSign has indicated that it is willing to do this at no charge, since it is already providing this service and will not have to purchase new equipment.
E. In the longer term, it seems appropriate to broaden the content of the InterNIC web site so it includes information about registration services in the new TLDs (and possibly also about ccTLD and RIR services).
F. Enter an arrangement with NSI/VeriSign for the continued provision of .com/.net/.org registry port 43 Whois service at rs.internic.net (item 4 above). NSI/VeriSign has indicated that it is willing to do this on an indefinite basis (with the right for it to terminate its obligation with a fairly long notice period). This will allow continued provision of .com/.net/.org registry Whois service through the InterNIC domain name until arrangements can be made to provide a Whois service with coverage of more TLDs through that name.
In light of this explanation, Mr. Touton reviewed the terms of an agreement that had been negotiated with the United States Department of Commerce concerning the InterNIC services.
Upon motion by Dr. Cerf and a second by Mr. Kraaijenbrink, the Executive Committee unanimously adopted the following resolutions:
Whereas, on 4 November 1999, in resolution 99.132, the Board approved the ICANN's entry into various agreements among NSI, the United States Department of Commerce, and ICANN;
Whereas, resolution 99.133 authorized the President to take such actions as appropriate to implement the agreements;
Whereas, one aspect of the agreements was the phase-out of NSI's use of the name "InterNIC" and its operation of certain services provided to the Internet community under that name;
Whereas, the U.S. Department of Commerce has requested ICANN, as contemplated at the time of the November 1999 agreements, to assume the role of providing or coordinating the provision of these services;
Whereas, the President has presented to the Executive Committee a proposed license under which the U.S. Department of Commerce would license the "InterNIC" service mark to ICANN for its use in providing the InterNIC services;
Dr. Cerf noted that the membership of the Executive Committee and Finance Committee had been established at the 16 November 2000 organizational meeting and the 13 December 2000 special meeting of the Board. Membership of the Audit Committee, Committee on Conflicts of Interest, Meetings Committee, and Reconsideration Committee still remains to be decided. Under Article VII, Section 1(a)(iv) of the bylaws, the full Board has the exclusive authority to appoint committee members. After some discussion, the Executive Committee formulated the following recommendations to be made to the full Board regarding the composition of the committees:
Audit Philip Davidson (chair), Frank Fitzsimmons, and Jun Murai Conflicts of Interest Rob Blokzijl (chair), Karl Auerbach, and Philip Davidson Meetings Jonathan Cohen (chair), Sang-Hyon Kyong, Andy
Mueller-Maguhn, and Nii Quaynor
Reconsideration Hans Kraaijenbrink (chair), Amadeu Abril i Abril, Ken Fockler, Masanobu Katoh, and Alejandro Pisanty
There being no further business, the meeting was adjourned at 9:02 am U.S. Eastern Standard Time.