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 19 July 2002. The following members of the Committee were present by telephone: Vint Cerf, Hans Kraaijenbrink, Stuart Lynn, and Nii Quaynor. Alejandro Pisanty joined the call while it was in progress. 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 14:03 UTC (10:03 am U.S. Eastern Standard Time).
Mr. Touton reported to the Executive Committee that Dr. Lynn has incurred an additional US$ 10,308.65 in expenses on ICANN business, which Mr. Touton has reviewed and found to be appropriate for reimbursement. Advances in that amount have been made to Dr. Lynn under the procedures adopted by the Executive Committee at its 16 August 2001 meeting. Mr. Touton requested that the Executive Committee now formally authorize reimbursement to Dr. Lynn of the US$ 10,308.65 in expenses.
Upon motion of Mr. Kraaijenbrink, seconded by Dr. Quaynor, the committee adopted the following motion by a vote of 3-0-1, with Dr. Kyong and Dr. Pisanty absent and Dr. Lynn recusing himself due to his financial interest in the matter:
Whereas, Article VIII, Section 9 of the ICANN bylaws provides that reimbursements of the President's expenses shall be approved by the Board;
Whereas, in resolution 01.109 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$5,584.89, US$2,519.21, and US$2,710.28;
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 totaling US$10,308.65 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 [EC02.05] that the Executive Committee, acting under the authority delegated to it by the Board in resolution 01.109, approves reimbursement to the President of the expenses incurred in the total amount of US$10,308.65.
(Dr. Lynn did not participate in this action of the Executive Committee.)
Dr. Lynn reviewed the status of review of the eleven applications received from entities seeking to become the registry operator for the .org top-level domain on 1 January 2003, when VeriSign, Inc. gives up that role. He explained that different teams are reviewing the applications from different perspectives. The reports of these teams are expected to be posted on 19 August 2002, along with a draft staff report on the overall evaluation. Responsibilities for various aspects of the review are as follows:
- The Non-Commercial Domain-Name Holders Constituency of the ICANN Domain Name Supporting Organization has undertaken to evaluate the applications based on criteria 4, 5, and 6 stated in the "Criteria for Assessing Proposals".
- Two teams are independently reviewing the applications based on technical considerations, including criteria 1, 7, 8, and 9 (and 11 to the extent applicable). The details on these teams and their written reports will be posted with the 19 August draft report, but their identities are not being publicly announced before then to avoid the potential for the teams being distracted from their efforts by importuning contacts from supporters and detractors of particular applications.
- ICANN staff is conducting a general review of the applications, with particular emphasis on criteria 2, 3, 10, and 11, and will assemble an integrated evaluation report based on the invited evaluation efforts mentioned above as well as other inputs that are received. Public comments made at the ICANN Public Forum in Bucharest have been posted, and additional comments may be made reviewed at the web-based public forum established for that purpose.
During the above discussion, Dr. Pisanty joined the meeting.
Dr. Lynn noted that he had negotiated a fixed fee of US$ 125,000 for a well-known technology consulting firm to provide one of the teams reviewing the applications based on technical considerations. (The firm was identified in the meeting, but is not identified in these minutes to avoid the potential of importuning described above.) This fee is in excess of Dr. Lynn's authority to commit funds, so he asked the Executive Committee to approve the expenditure. He noted that each of the eleven applicants had paid US$ 29,000 as an examination fee, resulting in US$ 319,000 being available for the overall evaluation, selection, and follow-on and related expenses.
The Committee discussed the evaluation process, including the basis on which the various technical evaluators were selected. Dr. Lynn noted that none of the technical evaluators were involved in any way in any of the proposals, and that all were experienced in assessing the technical qualifications of proposers and the technical merit of proposals.
Upon motion of Mr. Kraaijenbrink, seconded by Dr. Quaynor, the committee adopted the following motion by a vote of 5-0-0, with Dr. Kyong absent:
Whereas, ICANN made a call for proposals from entities seeking to become the successor .org operator as of 1 January 2003;
Whereas, ICANN received eleven complete proposals by the deadline together with the tentative examination fee of US$ 35,000;
Whereas, in resolution 02.85 the Board established US$ 29,000 as the final examination fee and directed the rebate of US$ 6,000 to each entity submitting a proposal, resulting in total net application fees of US$ 319,000;
Whereas, the President has made arrangements for consultants to provide evaluations of various aspects of the applications;
Whereas, the President has reported to the Executive Committee that one arrangement involves a fixed fee of US$ 125,000, which is an amount in excess of the President's existing check-signing authority, and has requested authority to pay this fee;
Whereas, in resolution 01.109, the Board delegated to the Executive Committee the authority to exercise the Board's powers in oversight of the management of the business and affairs of the Corporation, including financial matters;
Whereas, the Executive Committee has reviewed the circumstances and concluded that the incurring of the US$ 125,000 is an appropriate payment exercise of the President's responsibility to carry out the examination of .org proposals, and that payment of the fee is appropriate;
Resolved [EC02.6] that the President is authorized to disburse US$ 125,000 of the corporation's funds to the consultant, for the purpose of accomplishing part of the examination of .org applications, as requested by the President.
There being no further business, the meeting was adjourned at 14:15 UTC (10:15 am U.S. Eastern Standard Time).