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 22 April 2002. The following Directors of the Corporation were present by telephone: Vint Cerf (chairman), Rob Blokzijl, Ivan Moura Campos, Lyman Chapin, Frank Fitzsimmons, Masanobu Katoh, Hans Kraaijenbrink, Sang-Hyon Kyong, Stuart Lynn, Andy Mueller-Maguhn, Helmut Schink, and Linda S. Wilson. Directors Amadeu Abril i Abril, Alejandro Pisanty, and Jun Murai 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, Vice-president 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 12:12 UTC (5:12 am U.S. Pacific Daylight Time).
Mr. Touton proposed that the Board formally approve the minutes of the Board meetings held 13 December 2000 and 22 January 2001. In discussion, the Board decided to vote on these matters separately.
Upon motion made by Dr. Wilson and seconded by Mr. Kraaijenbrink, the Board adopted the following resolution without objection (Mr. Chapin and Dr. Lynn abstaining):
Resolved [02.50] that the minutes of the meeting of the Board for 13 December 2000, are hereby approved and adopted by the Board as presented.
At this point in the proceedings, Mr. Abril i Abril joined the meeting.
Upon motion by Mr. Kraaijenbrink, with a second by Dr. Kyong, the Board adopted the following resolution without objection (Dr. Campos, Mr. Chapin, Dr. Lynn, and Mr. Mueller-Maguhn abstaining):
Resolved [02.51] that the minutes of the meeting of the Board for 22 January 2001, are hereby approved and adopted by the Board as presented.
Dr. Cerf noted that Phil Davidson, who resigned from the Board on 2 April 2002, had been a member and chair of the Audit Committee. Frank Fitzsimmons, one of the remaining two members of the committee, is willing to serve as chair. Lyman Chapin is willing to serve as a third member of the committee.
Upon motion by Mr. Kraaijenbrink, with a second by Dr. Schink, the Board adopted the following resolution without objection (Dr. Lynn abstaining):
Whereas, at the annual meeting on 15 November 2001 the Board adopted resolution 01.113 appointing Philip Davidson to serve as chair and Frank Fitzsimmons and Jun Murai to serve as the other members of the Audit Committee of the Board;
Whereas, on 2 April 2002 Philip Davidson resigned as member of the Board;
Resolved [02.52] that the Audit Committee of the Board is continued on the basis of the Charter adopted in resolution 00.23, with Frank Fitzsimmons serving as chair and Jun Murai and Lyman Chapin serving as the other members of the committee.
Mr. Touton reported on a request received from VeriSign, Inc., on 21 March 2002 to amend the registry agreements for .com and .net to allow it to charge for a proposed new registry service. The service, known as a "Wait-Listing Service" (WLS), is described in the General Counsel's Analysis of VeriSign Global Registry Services' Request for Amendment to Registry Agreement presented to the Board and posted on the ICANN website before the meeting.
The Board discussed the VeriSign request. Several Directors noted that the proposed service could help improve the current handling of expiring names, which are a source of considerable dissatisfaction within the community. On the other hand, some Directors expressed the view that the introduction of additional fees for services provided exclusively by registries should be avoided, especially where the registry services will displace existing services competitively provided at the registrar level.
Dr. Pisanty and Dr. Murai joined the meeting during the above discussion.
The Board then discussed how the request should be handled. Board members felt the matter should be referred to the DNSO for advice on a quick turnaround, so as to avoid unnecessary burdens on VeriSign's business. Board members expressed the view that the WLS proposal should be evaluated with an appreciation of the broader context of expiring names and deletion issues.
Mr. Chapin moved, with Mr. Fitzsimmons' second, that the Board adopt the following resolutions:
Whereas, on 21 March 2002 VeriSign, Inc., the operator of the .com and Net registries, requested amendments to the registry agreements for those top-level domains to allow it to charge registrars an annual subscription fee of US$35.00 (with rebates of US$7.00 or US$11.00 depending on volume) for providing a proposed wait-listing service (WLS);
Whereas, this proposal has been discussed in various forms within the ICANN community since 30 December 2001, prompting both opposition and support from various segments of the community;
Whereas, the Transfers Task Force within the DNSO has undertaken a review of issues raised by deletion practices (including the WLS proposal) in the context of its analysis of transfers, and is scheduled to submit its final report for public comment in May, so that the Names Council can provide a final report to the Board in June;
Whereas, the Board believes that the report of the Transfers Task Force will be of assistance in evaluating the VeriSign WLS proposal;
Whereas, on 17 April 2002 the General Counsel presented an analysis to the Board concluding that it is plausible that legitimate interests of others could be harmed by the proposed amendments, so that more than a "quick-look" analysis is appropriate and the formal consensus-development processes currently established within ICANN should be employed to determine whether the amendment should be approved;
Whereas, the Board concludes that, before acting on VeriSign's request for amendment of the .com and Net registry agreements, it would be helpful to receive community comment on the request, and particularly on policy concerns raised by the request that would harm the legitimate interests of others;
Resolved [02.53] that the Board requests the Names Council to coordinate within the DNSO a comprehensive review of issues concerning the deletion of domain names and possible solutions for those issues and to submit to the Board, no later than 10 June 2002, a status report on that review, with the status report to include any recommendations (with supporting materials) concerning VeriSign's request to modify the .com and Net agreements to allow it to provide a wait-listing service, for a fee, as part of its operation of the .com and Net registries;
Resolved [02.54] that the Secretary is directed to advise the Address and Protocol Councils of VeriSign's request and the Board's intent to consider that request at its Bucharest meeting on 28 June 2002, with an invitation to those councils to submit comments (if any) on the request before that time;
Resolved [02.55] that the Board invites public comments on VeriSign's request and directs that a suitable mechanism be established for allowing comments to be submitted over the Internet to ICANN for at least a thirty-day period; and
Resolved [02.56] that the Board invites comments on VeriSign's request at the Public Comment Forum to be held on 27 June 2002 in Bucharest, Romania.
The resolutions were adopted by unanimous voice vote.
Mr. Touton reported on the status of the process for finding a successor to VeriSign as the operator of the .org top-level domain. Although significant work as been done since the Accra meeting on preparing request-for-proposals (RFP) materials, progress in completing the RFP has not been as rapid as anticipated. Accordingly, a more detailed, and somewhat adjusted, schedule should be established.
The RFP is planned to include the following elements:
1. A statement of criteria that will be used in evaluating and selecting from among the proposals.
2. Instructions for preparing and submitting proposals.
3. Application forms, including the following four parts:
a. A transmittal form.
b. Proposal. This form would present the specific questions and issues that applicants must address.
c. Fitness disclosure. This document would inquire into possible disqualifying circumstances (prior convictions for financial irregularities, etc.).
d. Request for confidentiality. Although ICANN encourages applicants to allow public distribution of as much of the information they submit as possible, it is sometimes necessary to review legitimately confidential information to make an informed evaluation. This form establishes a procedure under which a clear, mutual understanding as to confidentiality is developed.
4. Draft registry agreement. To expedite the process of finalizing an agreement with the selected successor operator, the basic registry agreement that ICANN expects to enter should be published. The agreement would be quite similar to the standard agreement approved and entered for the new unsponsored TLDs (.biz, .info, .name, and .pro), but adjusted to reflect (a) the unrestricted character of .org (like Info) and (b) the fact this is a continuing, rather than a start-up TLD (thus, for example, it will include a transition plan rather than a startup plan). Some details, such as commitments to quality of service levels and pricing, would be left blank in the draft, to be completed based on the proposal that is selected.
Mr. Touton also noted that resolution 02.39 (adopted at the Accra meeting) contemplates that the staff present to the Board a proposal for the amount of a fee for examining applications, based on ICANN's estimated costs. He noted that accurate estimates are difficult because it is currently unknown how many applications will be submitted. Nonetheless, assuming six applications are received the costs are estimated to be roughly US$ 200,000 or slightly more, leading to a per-application fee of US$ 35,000. A significantly greater number of applications received would tend to reduce the examination cost per application, while if fewer applications are received, the per-application cost may be somewhat higher.
In view of the above analysis, Mr. Touton recommended that applicants be required to submit a US$ 35,000 payment with their applications toward the examination fee, with ICANN's commitment that the fee will not exceed that amount. At the Bucharest meeting, the Board should consider whether an immediate rebate should be made to reflect circumstances then known to significantly reduce estimated per-application costs, such as the circumstance that significantly more were received than expected.
The Board discussed whether different examination fees should be established for for-profit and non-profit applicants. After some discussion, the majority sentiment among Board members was that it was not likely to be meaningful to classify particular proposals as submitted by nonprofit or for-profit organizations because most proposals would likely come from teams of both types of organizations. Many Board members also expressed the view that a US$ 35,000 was likely to be small in relation to the costs of preparing a compelling proposal and preparing to operate a registry the size of .org.
Upon a motion made by Mr. Kraaijenbrink and seconded by Dr. Campos, the Board adopted the following resolutions by voice vote, with no opposition and with Mr. Mueller-Maguhn abstaining:
Whereas, in resolutions 02.36 through 02.39 the Board directed the President to make arrangements for soliciting proposals from organizations seeking to succeed VeriSign, Inc. as the operator of the registry for the .org top-level domain;
Whereas, the the President has recommended a detailed schedule for the submission and consideration of proposals and for the establishment of a fee arrangement;
Resolved [02.57] that the following target schedule is established for requesting, receiving, and evaluating proposals to succeed VeriSign, Inc., as the registry operator for the .org top-level domain:
1 May 2002 - Posting of draft Request for Proposal (RFP) materials for Names Council comment and for applicants to begin working on their proposals
13 May 2002 - DNSO Names Council to provide ICANN Secretary any comment on the posted materials
13 May 2002 - Deadline for prospective applicants to submit written questions regarding the draft RFP
20 May 2002 - Final RFP materials posted
24 May 2002 - Written questions from prospective applicants posted with responses
18 June 2002 - Deadline for submission of applications, with tentatively established examination fee to be paid
27 June 2002 - Proposals to be discussed Bucharest ICANN Public Forum. Applicants to make presentations.
28 June 2002 - Board to finally establish examination fee
22 July 2002 - Posting of draft staff report; responses invited
1 August 2002 - Deadline for applicant responses to draft staff report
8 August 2002 - Posting of Final Staff Report and Recommendation
Late August 2002 - Board decision on selection
Resolved [02.59] that the President shall require that an examination fee, in the tentative amount of US$35,000, be submitted with each application, with the understanding that at the Bucharest meeting the Board will finally establish the examination fee, not to exceed that amount, with rebates to be made if the final examination fee is less than the tentative examination fee established in this resolution.
Dr. Lynn reported that Esther Dyson had raised US$ 22,000 in contributions for the purpose of funding At-Large organizing efforts as encouraged by the Board in resolution 02.17 adopted in Accra. He requested that the Board authorize the acceptance of these restricted contributions, as well as any future contributions of similar character. He also requested authority from the Board to spend funds for the purpose of At Large organizing efforts consistent with resolution 02.17, up to the amount of the contributions received.
In the ensuing discussion, the Board expressed the view that as a matter of sound budgeting practice the authorization to spend money should be limited to the current fiscal year. In connection with its adoption of a budget for the 2002-2003 fiscal year, the Board can consider the continuation of this spending authority.
Dr. Lynn moved, with Dr. Wilson's second, that the Board adopt the following resolutions:
Whereas, in resolutions 02.16 and 02.17, the Board concluded that "ICANN should have a robust At Large mechanism for meaningful, informed participation by Internet users of the kind recommended in the ALSC report" and called "upon the ICANN community to devote sustained energy to the creation of At Large structures built upon bottom-up, self-organized, local Internet community institutions and other organizations that meet the general criteria of openness, participation, and self-sustainability";
Whereas, members of the ICANN community led by Esther Dyson have raised US$ 22,000 for the purpose of funding staff to support the efforts of interested individuals and organizations to create At Large mechanisms for meaningful, self-organizing informed participation in ICANN by a full range of Internet users of the kind recommended in the ALSC report;
Whereas, the Board welcomes this positive response from the community and believes that ICANN should facilitate these efforts by accepting a contribution of these funds, restricted to the purpose of funding staff support for the organizational efforts;
Resolved [02.60] that the President is authorized to accept restricted contributions for the purpose of funding staff support for the creation and nurturing of At Large mechanisms for meaningful, self-organizing informed participation in ICANN by a full range of Internet users; and
Further resolved [02.61] that the President is hereby authorized, for the balance of the present fiscal year, to expend restricted contributions received for that purpose, including by the engagement of an independent contractor, for so long as unexpended contributed funds remain available.
The resolutions were adopted unanimously.
Dr. Pisanty gave a report on the progress of the Committee on ICANN Evolution and Reform and the reform process generally. His remarks summarized a written report to the Board, which the Board decided should be posted on the ICANN website for the community's information.
Upon motion by Dr. Wilson, seconded by Dr. Schink, the meeting was adjourned at 14:04 UTC (7:04 am US Pacific Daylight Time).