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 31 July 2001. The following Directors of the Corporation were present by telephone: Vint Cerf (chairman), Amadeu Abril i Abril, Karl Auerbach, Ivan Moura Campos, Jonathan Cohen, Phil Davidson, Frank Fitzsimmons, Ken Fockler, Masanobu Katoh, Hans Kraaijenbrink, Sang-Hyon Kyong, Stuart Lynn, Andy Mueller-Maguhn, Helmut Schink, and Linda S. Wilson. Directors Jun Murai and Nii Quaynor joined the call 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 and Chief Policy Officer of the Corporation, and Joe Sims, outside counsel to the Corporation.
The meeting was called to order by Vint Cerf at 13:09 UTC (6:09 am U.S. Pacific Daylight Time).
Dr. Cerf noted that it would be appropriate formally to thank the hosts and sponsors of the ICANN meeting held in Stockholm, Sweden from 1-4 June 2001 for making that meeting a success. Upon a motion made by Mr. Cohen, with a second by Mr. Abril i Abril, the Board unanimously adopted the following resolution:
Whereas, ICANN's June meetings in Stockholm were an outstanding success, marked by marvelous hospitality, excellent organization, superb facilities, and a remarkable 20 hours of sunlight daily;
Whereas, the local host committee worked tirelessly to make the Stockholm meetings efficient, effective, and friendly;
Whereas, the local sponsors made possible a wonderful mix of social events, where the real work can get done;
Resolved [01.75] that the Board and staff express their sincere thanks to all members of the local host committee and to the Stockholm meeting sponsors: The Foundation for Internet Infrastructure (IIS.SE), Ericsson, ISOC, ISOC-SE, Tele2, The Museum Domain Management Association, The Swedish Museum of Natural History, The City of Stockholm, Real Names, Native Names, VeriSign, NeuLevel, and RegistryPro.
Tack så mycket!
Mr. Touton gave a summary of the .name registry agreement negotiated between the managements of ICANN and Global Name Registry (GNR). In November 2000, the ICANN Board selected GNR's proposal for a .name top-level domain (TLD) as one of seven proposals for negotiations toward appropriate agreements between ICANN and the registry operator or sponsoring organization. At its 13 March 2001 meeting in Melbourne, Australia, the Board reviewed the basic agreement that had been negotiated for unsponsored TLDs and established a last-call procedure, under which the Board is notified of the completion and posting of each agreement (including all its appendices) and Directors have seven days to interpose policy objections; in the absence of any such objection, ICANN management is authorized to enter the agreement.
At this point in the discussion, Dr. Murai joined the meeting.
Mr. Touton noted that the .name agreement and all of its appendices were posted on 3 July 2001. Within seven days Mr. Abril i Abril objected to the agreement. His objection is that the proposal allows GNR to implement a second-level e-mail forwarding service. In his opinion, this service is an "unnecesary and unacceptable new monopoly service and something that was not approved by the Board" when it made the selections. Mr. Abril i Abril's objection was posted, as were a response by Rita Rodin on behalf of GNR and an analysis by Mr. Touton as the ICANN General Counsel.
Mr. Touton explained the nature of the e-mail forwarding service that GNR proposed to offer. Under the service, second-level domain names within .name will be retained by GNR (only third-level names, such as firstname.lastname.name, are eligible for registration) for the purpose of offering e-mail forwarding service in the form of email@example.com. Because GNR has the ability to exclude others from offering forwarding of e-mail names in this format, the service is treated as a "registry service" under the registry agreement. This means that the service is subject to requirements that it be made available on an equitable basis to all accredited registrars (who compete to provide the service to users), in conformity to performance standards, and under a price cap. Mr. Touton stated his opinion that, although the inherently exclusive nature of the service would otherwise be troublesome, allowing the service to be provided under these conditions was preferable to not allowing it to be offered at all.
At this point in the discussion, Dr. Quaynor joined the meeting.
Mr. Abril i Abril outlined his objections, which are partly procedural, partly a matter of principle, and partly operational. GNR's proposal as selected by the Board was to share second-level domains and register only at the third level. In selecting the proposal, Mr. Abril i Abril found this feature attractive. The proposed second-level e-mail forwarding service was not part of the selected proposal, but was mentioned only as a possibility for the future. Mr. Abril i Abril stated that the Board should stick to the original proposal as submitted.
Mr. Mueller-Maguhn expressed support for Mr. Abril i Abril's concerns, noting that the proposed service gives GNR too much control over the e-mail service. Various other Directors noted that the proposed service was subject to fairness requirements, and if GNR abused its exclusive position it could be replaced. Several Directors noted that the service was optional to users, so that they could choose not to subscribe to it if they objected to the sole-source nature of the second-level e-mail addresses. It was noted that many other e-mail options are available to users. Some Directors noted that registry operators should be given freedom to operate where noone is harmed.
By this point in the discussion, Dr. Murai had left the meeting.
A straw poll was taken to determine sentiments on whether the agreement should be approved as negotiated. Directors Cerf, Auerbach, Campos, Cohen, Davidson, Fitzsimmons, Fockler, Katoh, Kraaijenbrink, Kyong, Lynn, Quaynor, Schink, and Wilson indicated support for entering the agreement and Directors Abril i Abril and Mueller-Maguhn indicated opposition.
Mr. Kraaijenbrink, with a second by Dr. Kyong, moved that the Board adopt the following resolution:
Whereas, the posting of the .name registry agreements, with all its appendices, was completed on 3 July 2001;
Whereas, under resolution 01.25 seven days were allowed for Board members to make any additional comments on the agreements to the President and General Counsel;
Whereas, Amadeu Abril i Abril made an objection to the proposed SLD e-mail forwarding service within that period and the Board has discussed it;
Resolved [01.76], that the President is authorized to enter the .name registry agreement, with any minor, non-substantive corrections as
the President determines are consistent with the intention of the agreements as posted; and
Further resolved [01.77], that the President is authorized to implement the agreements once they are signed, including by accrediting registrars for the .name top-level domain (in that regard, registrars already accredited and in good standing for .biz, .com, .info, .net, or .org may be accredited for .name without additional qualifying procedures upon entering an accreditation agreement that the President determines is consistent with the existing accreditation agreement for .biz, .com, .info, .net, and .org).
The resolution passed 14-2, with Mr. Abril i Abril and Mr. Mueller-Maguhn voting against.
Mr. Cohen stated that he felt the terms of Directors should be aligned, so that all terms begin and end at the conclusion of annual meetings.
The meeting was adjourned at 14:20 UTC (7:20 am U.S. Pacific Daylight Time).