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 26 March 2002. The following members of the Committee were present by telephone: Vint Cerf, Hans Kraaijenbrink, Sang-Hyon Kyong, and Stuart Lynn. Also present on the teleconference was Louis Touton, ICANN's Vice-President, Secretary, and General Counsel.
The meeting was called to order by Dr. Cerf at 14:05 UTC (9:05 am U.S. Eastern Standard Time).
Dr. Cerf noted that the minutes of the committee's meeting held on 31 January 2002 had been prepared and circulated to the committee. Upon motion of Dr. Kyong, seconded by Mr. Kraaijenbrink, the committee unanimously adopted the following motion:
Resolved [EC02.3] that the Minutes of the Meeting of the Executive Committee held on 31 January 2002 are hereby approved and adopted as presented.
Mr. Touton reported to the Executive Committee that Dr. Lynn has incurred an additional US$ 31,658.18 in expenses on ICANN business, which Mr. Touton has reviewed and found to be appropriate for reimbursement. Advances in the amount of US$ 18,571.17 have been made to Dr. Lynn under the procedures adopted by the Executive Committee at its 16 August 2001 meeting. An additional US$ 13,087.01 in Dr. Lynn's expenses have not been the subject of advances. Mr. Touton requested that the Executive Committee now formally authorize reimbursement to Dr. Lynn of the full US$ 31,658.18.
Upon motion of Mr. Kraaijenbrink, seconded by Dr. Kyong, the committee adopted the following motion by a vote of 3-0-1, with Dr. Pisanty and Dr. Quaynor absent and Dr. Lynn recusing himself due to his financial interest in the matter:
Whereas, Article VIII, Section 9 of the ICANN bylaws provide that reimbursements of the President's expenses shall be approved by the Board;
Whereas, in resolution 99.121 the Board delegated to the Executive Committee the authority to approve reimbursements to the President;
Whereas, in resolution EC01.13 the Executive Committee authorized the Vice-President and General Counsel to approve advances to the President toward expenses he has incurred in connection with performance of his duties, provided that the amount advanced at any time does not exceed US$20,000;
Whereas, the President has submitted requests for reimbursement of his expenses in the amounts of US$5,584.59, US$12,986.58, and US$13,087.01;
Whereas, the Vice-President and General Counsel has reviewed these requests, found them to be appropriate, and recommended to the Executive Committee that they be approved;
Whereas, advances to the President totalling US$18,571.17 have been made with the approval of the Vice-President and General Counsel on the basis of these expenses;
Whereas, the Executive Committee has considered whether to approve the reimbursement of these expenses;
Resolved [EC02.4] that the Executive Committee, acting under the authority delegated to it by the Board in resolution 99.121, approves reimbursement to the President of the expenses incurred in the total amount of US$31,658.18.
(Dr. Lynn did not participate in this action of the Executive Committee.)
The Executive Committee discussed arrangements for Board notification and consultation concerning the lawsuit filed by Karl Auerbach against the corporation. Although the Executive Committee expressed the desire to make the fullest information practical available to all Board members, if any matters arise in connection with the lawsuit that may present conflict issues for Mr. Auerbach the Executive Committee stands ready to consult initially on those matters.
Dr. Lynn reviewed the challenging financial circumstances of the corporation. At present, ICANN is projected to end the 2001-2002 fiscal year with a US$ 489,000 increase in reserve, rather than the US$ 750,000 called for by the budget. Moreover, there is a significant risk that the current projection will not be met because of uncertainties in the level of contributions from ccTLD managers and the regional Internet registries. If neither ccTLDs nor RIRs make contributions, ICANN will end the year with minimal cash reserves.
Among the ccTLDs, only Australia and Japan are under contractual obligation to contribute. Although the language of a draft agreement has been agreed at the staff level between ICANN and the RIRs, the RIRs have indicated reluctance to enter those agreements until greater clarity is achieved in the ICANN reform process. There is some hope that the RIRs will make a partial, good-faith contribution in the near future.
Dr. Lynn reported that he had instituted various austerity measures to address the low-cash situation. The Executive Committee members expressed the view that Board members should similarly seek, on a voluntary basis, to curtail travel expenses.
Various other alternatives to increase ICANN's cash reserves were discussed. After discussion, the Executive Committee decided that formal action was premature, but that the Executive Committee should stand ready to hold a meeting on short notice if needed to address the situation.
There being no further business, the meeting was adjourned at 14:50 UTC (9:50 am U.S. Eastern Standard Time).