Regular 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 on Thursday, 31 October 2002, at the Shanghai International Convention Centre in Shanghai, China.
The following Directors of ICANN were present: Vint Cerf (chairman), Amadeu Abril i Abril, Karl Auerbach, Robert Blokzijl, Lyman Chapin, Jonathan Cohen, Frank Fitzsimmons, Masanobu Katoh, Hans Kraaijenbrink, Sang-Hyon Kyong, M. Stuart Lynn, Andy Mueller-Maguhn, Jun Murai, Alejandro Pisanty, Nii Quaynor, Helmut Schink, and Linda S. Wilson. Director Ivan Moura Campos participated by telephone.
Also present at the meeting were Louis Touton, ICANN's Vice President, General Counsel, and Secretary; Andrew McLaughlin, consultant to ICANN; and Joe Sims, of Jones, Day, Reavis & Pogue. The meeting was open to the public.
The chairman, Vint Cerf, called the meeting to order at 00:41 UTC (8:41 am local time).
Dr. Cerf noted that the Board had heard various comments in the days before the Board meeting concerning the 23 October 2002 draft of the proposed New Bylaws. As a result, various changes to that draft were being proposed. Dr. Cerf asked Mr. Touton to describe the changes (which are shown in Appendix B to these minutes), which he proceeded to do:
In performing its mission, the following core values should guide the decisions of the ICANN Board of Directors (the "Board") and the recommendations of the ICANN Supporting Organizations (the "Supporting Organizations") and ICANN Advisory Committees (the "Advisory Committees") . . . .
to read as follows:
In performing its mission, the following core values should guide the decisions and actions of ICANN . . . .
At Mr. Touton's invitation, Mr. Mueller-Maguhn explained that this change was intended to clarify that the Core Values applied to the CEO and staff as well as other parts of ICANN.
In the text of proposed Article III, Section 6 (Notice and Comment on Policy Actions), the period of advance posting on the ICANN website of policies being considered by the Board for adoption that substantially affect the operation of the Internet or third parties was extended from fourteen days to twenty-one days. Also in that section, the following additional procedure for the adoption of such policies was included in paragraph 1(c):
in those cases where the policy action affects public policy concerns, to request the opinion of the Governmental Advisory Committee and take duly into account any advice timely presented by the Governmental Advisory Committee on its own initiative or at the Board's request.
Several changes were made to proposed Article IV, Section 2 (Reconsideration). Paragraphs 1 and 2 were revised to clarify that reconsideration could be sought not only by natural persons but also by legal entities such as corporations. In response to comments received, paragraph 5(a) was revised to state that the thirty-day timeframe for seeking reconsideration of Board actions begins only when minutes or preliminary reports of the Board meetings are published. The 23 October 2002 draft had provided that the timeframe would also begin at a public meeting where the action was taken; this was eliminated to avoid disadvantaging those not attending the meetings. In paragraph 5(c), the word "necessary" was eliminated from the 23 October 2002 draft based on an editorial comment. The phrase "to the Board before it acted or failed to act" was added to the end proposed paragraph 6(h) to clarify its meaning. The language of paragraph 9 was revised to make clear that the Reconsideration Committee's decisions whether to consider particular reconsideration requests would be announced on the web site. Paragraph 17 was revised to clarify that the recommendations that are to be posted under that paragraph are the final Reconsideration Committee recommendations. Paragraph 19 was reworded to clarify aspects of the requirement that the Reconsideration Committee make annual reports, including that the reports are to be done on a calendar-year basis. A new paragraph 20 was added to provide that cumulative data would also be reported.
In proposed Article IV, Section 3 (Independent Review), paragraphs 12 and 13, the word "decision" was replaced with "declaration" in several places to make the language more precise. A paragraph 15 was added to provide that the Board would, where feasible, consider an independent review panel's declaration at the Board's next meeting.
Proposed Article IV, Section 4 (Periodic Review of ICANN Structure and Operations) was revised, in response to a comment of the Governmental Advisory Committee (GAC), to provide that the GAC would provide its own review mechanisms.
The language of Article VI, Section 5 (International Representation) of the 23 October 2002 draft was revised to emphasize that not only geographic diverstiy, but functional diversity as well, is a valued attribute.
Proposed Article VI, Section 9 (Non-Voting Liaisons) was revised slightly, at the request of the GAC, to refer to the GAC in paragraph 1 without a reference to Article XI of the bylaws. In response to public comment, a new paragraph 3 was added to Article VI, Section 9 to make clear that non-voting liaisons to the Board are not compensated (other than reimbursement of expenses). Paragraph 5 of the 23 October 2002 draft (now renumbered as paragraph 6) was revised to make clear that liaisons are expected to consult with their respective committees and organizations, and also to provide a mechanism for preserving confidential materials considered by the Board.
Proposed Article VI, Section 13 (Annual Meetings) was revised to simply provide that the annual meeting would occur in the fourth calendar quarter, rather than the more complex schedule described in the 23 October 2002 draft.
In response to a GAC comment, the language of proposed Article VII, Section 2 (Composition of Nominating Committee) was revised to provide the GAC with a non-voting liaison rather than a voting delegate to the Nominating Committee. Paragraph 8(g) was reworded to provide that the delegate there described should represent "academic and similar organizations" rather than "academic and other public organizations."
Proposed Article VII, Section 5 (Diversity of Nominating Committee Selections) was revised to reference Core Value 4 on diversity, in replacement of the slightly different formulation that had been included in the 23 October 2002 draft.
In proposed Article X, Section 4 (Staff Support and Funding for the GNSO), a clarification of the language of paragraph 2 was made to clarify that the prohibition of reimbursement for travel expenses applied only to GNSO participants. This was in response to a comment that the prohibition on reimbursement should not apply to travel for staff support, as required by paragraph 1.
In response to several comments, the language of proposed Article X, Section 5(3) was significantly reworded. The 23 October 2002 draft had stated that "[n]o person or entity that is an active member of any one Constituency shall be a member of any other Constituency." This was reversed to preserve the provision of the Old Bylaws that "[n]o individual or entity shall be excluded from participation in a Constituency merely because of participation in another Constituency."
Various changes were made to proposed Article XI, Section 2(1) (Governmental Advisory Committee) in response to GAC comments. Subparagraph (a) was reworded to make clear that the GAC should consider ICANN's policies where they may affect public-policy issues. Subparagraph (b) was reworded to eliminate the Board's ability to invite multinational governmental organizations and treaty organizations to become GAC members (the GAC chair will extend these invitations). Subparagraph (c) was revised to specifically enable the GAC to adopt a charter. Subparagraph (g) was reworded to improve its style. Subparagraph (h) was revised to strengthen the requirement for notification of and consultation with the GAC on public-policy issues being considered by various ICANN bodies. Subparagraphs (i), (j), and (k) were added to clarify that the GAC can render advice on its own initiative; that the Board will take due account of GAC advice and, if it determines to act inconsistently with that advice, will consult with the GAC to achieve a mutually acceptable solution; and that, where no such solution is achieved, the Board will state its reasons for deviating from the GAC advice.
Proposed Article XI, Section 2(4) (At-Large Advisory Committee) was revised to add a new subparagraph (f) providing for that committee to have a liaison to the GNSO Council.
Proposed Article XI-A, Section 1 (External Expert Advice) was substantially rewritten in response to GAC comments. These changes strengthen the interaction of the Board, the GAC, and external experts on matters concerning public policy.
A Section 9 was added to proposed Article XIII to require a policy for ICANN officers to disclose affiliations that may give rise to conflicts of interest.
Proposed Article XVI, Section 4 (Annual Budget) was reworded to enshrine in the bylaws the historical practice of posting the proposed annual budget on the ICANN website. Proposed Article XVI, Section 5 (Fees and Charges) was reworded to provide for posting on the ICANN website of proposals to set fees and charges.
Dr. Pisanty moved, with Mr. Kraaijenbrink's second, that the Board adopt the following resolution:
 Whereas, the ICANN Evolution and Reform Committee has developed a proposed new set of bylaws for the Corporation;
 Whereas, these proposed new bylaws were posted for public review and comment on 2 October 2002;
 Whereas, minor modifications to these proposed new bylaws were posted on 23 October 2002 in response to comments received;
 Whereas, these proposed new bylaws were the subject of discussion in the open Public Forum held in Shanghai, China on 30 October 2002;
 Whereas, these proposed new bylaws were further adjusted in response to the comments received during the Public Forum as attached in Appendix A;
 Whereas, the Evolution and Reform Committee plans to submit for the Board's approval an additional Article of the bylaws (the "Transition Article") that will govern the transition to the structure, policies, processes, and procedures contemplated in the proposed new bylaws;
 Resolved that the ICANN Board adopts the proposed new bylaws as attached in Appendix A as the new bylaws of the Corporation, such proposed new bylaws to become effective upon adoption of the Transition Article;
 Further resolved that the term and membership of the Evolution and Reform Committee is continued until the Transition Article has been adopted.
Dr. Blokzijl stated his belief that adoption of the New Bylaws is premature. Many crucial organizations, including the Regional Internet Registries (RIRs) but also the IAB, IETF, and ccTLD administrators, are not satisfied with the state of ICANN reform. He felt that the first step should be to resolve the differences over ICANN's relationship with these organizations before proceeding to adopt the bylaws concerning other aspects of ICANN's structure.
Dr. Schink moved, with Mr. Abril i Abril's second, that clause  be reworded to read:
 Whereas, the Evolution and Reform Committee plans to submit for the Board's approval (i) a proposed additional Article of the bylaws (the "Transition Article") that will govern the transition to the structure, policies, processes, and procedures contemplated in the proposed new bylaws, as well as (ii) new or revised provisions concerning Regional Internet Registries and ccTLD registries.
After some discussion, the proposed rewording was amended by adding "proposed" after "(ii)". The amendment was then adopted without objection.
At Dr. Schink's request, the following language was added by consensus of the Board to the text of Article XI-A, Section 1(2) of the proposed New Bylaws:
In addition, in accordance with Section 1(3) of this Article, the Board may refer issues of public policy pertinent to matters within ICANN's mission to a multinational governmental or treaty organization.
Mr. Abril i Abril stated his concern that, while some of the problems identified at the beginning of the reform process have been at least partly addressed, several other issues have not been adequately addressed, including policy-formation processes, Board size (which he believes to be too large), and relations with the technical community. While the New Bylaws are an improvement and he will support them, he stressed that many other problems remain. Dr. Lynn noted that the prime problem he had identified in his President's Report: ICANN – The Case for Reform in February 2002 was "Too Little Participation by Critical Entities". Dr. Lynn stated that, although much work was still needed to solve that problem, he believed that the proposed New Bylaws are a step forward, and certainly do not detract from the goal of gaining greater participation and support by critical entities such as the RIRs and ccTLDs.
Mr. Mueller-Maguhn moved, with Mr. Auerbach's second, to amend Core Value 2 (Article I, Section 2(2) of the proposed New Bylaws) to add the phrase "and free flow of information" after "innovation". At Mr. Kraaijenbrink's suggestion, it was agreed to omit the word "free". The Board unanimously approved Mr. Mueller-Maguhn's amendment, so that proposed Article I, Section 2(2) read:
2. Respecting the creativity and , innovation, and flow of information made possible by the Internet by limiting ICANN's activities to those matters within ICANN's mission requiring or significantly benefiting from global coordination.
Mr. Mueller-Maguhn moved, with Mr. Auerbach's second, to amend Article III, Section 2 (Website) of the proposed New Bylaws to add the phrase "and the amount of their contributions" to the items to be posted on the ICANN website concerning financial contributors. The amendment was adopted unanimously.
Mr. Mueller-Maguhn moved, with Mr. Auerbach's second, to amend Article IV, Section 2(16) (Reconsideration) of the proposed New Bylaws to delete the phrase "or where the affected party had an opportunity, but was unwilling, to participate in the public comment period relating to the contested action, if applicable". The amendment was defeated by a 7-8-3 vote. Dr. Cerf noted that the purpose of the amendment could be revisited at a later meeting.
Mr. Mueller-Maguhn moved that the phrase "to be published on the Website" be added to the end of Article XI, Section 2(1)(c) (Government Advisory Committee) of the proposed New Bylaws. This was approved without objection.
Mr. Mueller-Maguhn noted that revisions to the proposed New Bylaws may be necessary to accommodate proper funding of the At-Large Advisory Committee. After some discussion by the Board, it was decided that this should be taken up at a later meeting, once concrete bylaws language had been prepared to address the concerns discussed.
Mr. Mueller-Maguhn moved, with Mr. Auerbach's second, that language be added to Article XIII, Section 9 (Officer's Conflicts of Interest) of the proposed New Bylaws to provide for public disclosure of the required statement of officers' business activities and affiliations that relate in any way to the business of ICANN. Several Directors noted that making public all of the details that are provided to the Conflict-of-Interest Committee could discourage disclosure in doubtful cases and may also have privacy implications. These Directors suggested that the issues should be reviewed carefully by the Conflict-of-Interest Committee, which could come back to the Board with a recommendation. Some Directors noted that the proposed requirement would treat officers differently than Directors, which they viewed as inappropriate. The motion was defeated by a 3-14-1 vote, with Dr. Lynn abstaining because of his status as an officer.
At this point, a break was taken.
Dr. Quaynor expressed concern that the GNSO Policy-Development Process (Annex A to the Bylaws) includes short deadlines and other features that may not allow adequate participation by those in developing countries. It was agreed that this concern should be factored into further developments in the reform process.
Dr. Kyong moved that all references to "public policy" in Article XI, Section 2(1) (Governmental Advisory Committee) and Article XI-A, Section 1(2) and (3) (Types of Expert Advisory Panels) of the proposed New Bylaws be changed to read "public policy in effect in those entities that are members of the GAC at the time of invoking the provisions of these bylaws". In subsequent discussion, various complexities raised by the propsoed bylaws language were noted, and it was ultimately decided that consideration of the issues should be deferred until detailed proposed language for all the affected provisions is available.
Mr. Auerbach moved to amend Article VI, Section 2(1)(e) (Directors and their Selection) of the proposed New Bylaws to make the President a non-voting, rather than a voting, Board member and to prohibit the President from serving on Board committees. Underhis motion, Article VI, Section 17 (Quorum) of the proposed New Bylaws would be amended to be consistent with the President's non-voting status. Several Board members noted that the proposal would fundamentally alter ICANN's structure and that it raised important issues that should be discussed, but opposed making a change without time to analyze all of its ramifications. After some discussion, Mr. Auerbach withdrew his motion.
Dr. Blokzijl remarked that, while he commended much of the work of the Evolution and Reform Committee, there were still voids concerning the IAB/IETF and the RIRs. In particular, he questioned the wisdom of adopting Article VIII (Address Supporting Organization) of the proposed New Bylaws before completion of discussions with the RIRs. He therefore moved, with Dr. Kyong's second, to strike out the text of Article VIII of the proposed New Bylaws and to replace it with a note "[to be supplied]". Dr. Lynn and Dr. Pisanty acknowledged that there were issues remaining to be resolved concerning ICANN's relationship with the RIRs, but stated their view that Article VIII should be retained until changes are developed in discussions with the RIRs. Dr. Wilson noted that, should Article VIII lapse, ICANN would be unable to perform under its current Address Supporting Organization Memorandum of Understanding with the RIRs. The motion was defeated by a 5-10-1 vote.
Mr. Auerbach moved, with Mr. Mueller-Maguhn's second, to amend Article IV, Section 3(12) (Independent Review of Board Actions) of the proposed New Bylaws to provide that ICANN would bear the cost of an unsuccessful independent review proceeding where the panel finds (a) that the request was reasonable and (b) that it was in the public interest. In subsequent discussion, Dr. Wilson suggested that the proposal be revised to provide for sharing of costs, rather than payment of the full costs by ICANN. The motion was ultimately withdrawn to allow further study and preparation of at detailed proposal that accounted for the points raised.
Dr. Wilson proposed, as a friendly amendment, that a provision be added allowing the Board to annually elect a chairman and a vice-chairman. It was agreed that the following paragraph 4 be added to Article VI, Section 2 (Directors and their Selection) of the proposed New Bylaws:
4. The Board shall annually elect a Chairman and a Vice-Chairman from among the Directors, not including the President.
By agreement, Section 2's heading was revised to conform.
Mr. Chapin moved, with Dr. Lynn's second, that Article VIII, Section 2(1) (Address Council) of the proposed New Bylaws be amended by deleting all text after "Memorandum of Understanding". He noted this would bring the section into very close conformity with the present bylaws concerning the Address Supporting Organization. The motion passed by a vote of 13-2-3.
Dr. Lynn raised the concern that some language changes may be needed to provide the intended effect concerning geographic diversity. After some discussion, it was decided to defer consideration of this issue until it is more fully analyzed.
With the above amendemnts, the Board then voted on the resolutions, which as bylaws amendments required twelve affirmative votes to pass. The resolutions as amended read:
Whereas, the ICANN Evolution and Reform Committee has developed a proposed new set of bylaws for the Corporation;
Whereas, these proposed new bylaws were posted for public review and comment on 2 October 2002;
Whereas, minor modifications to these proposed new bylaws were posted on 23 October 2002 in response to comments received;
Whereas, these proposed new bylaws were the subject of discussion in the open Public Forum held in Shanghai, China on 30 October 2002;
Whereas, these proposed new bylaws were further adjusted in response to the comments received during the Public Forum as attached in Appendix A;
Whereas, the Evolution and Reform Committee plans to submit for the Board's approval (i) a proposed additional Article of the bylaws (the "Transition Article") that will govern the transition to the structure, policies, processes, and procedures contemplated in the proposed new bylaws, as well as (ii) proposed new or revised provisions concerning Regional Internet Registries and ccTLD registries;
Resolved [02.116] that the ICANN Board adopts the proposed new bylaws as attached in Appendix A as the new bylaws of the Corporation, such proposed new bylaws to become effective upon adoption of the Transition Article;
The resolutions passed by a 15-3-0 vote, with Mr. Auerbach, Dr. Blokzijl, and Mr. Mueller-Maguhn voting against. Mr. Abril i Abril noted that, while he voted in favor, he believes that different reforms would be preferable.
A break was taken for lunch.
The Board reconvened with the following Directors present: Vint Cerf (chairman), Amadeu Abril i Abril, Robert Blokzijl, Lyman Chapin, Jonathan Cohen, Masanobu Katoh, Hans Kraaijenbrink, Sang-Hyon Kyong, M. Stuart Lynn, Andy Mueller-Maguhn, Alejandro Pisanty, Helmut Schink, and Linda S. Wilson.
Mr. Katoh gave a summary of the history of ICANN's work on Internationalized Domain Names (IDNs). He then moved, with Dr. Lynn's second, that the Board adopt the following resolution:
Whereas, the Internationalized Domain Name Committee was established by resolution 01.94 to serve as a general coordination body for the work on policy issues related to Internationalized Domain Names (IDNs);
Whereas, the IDN Committee has issued a series of reports and recommendations regarding IDNs and related issues;
Whereas, earlier this month the Internet Engineering Steering Group approved the publication of three Proposed Standards defining an application-level mechanism for IDNs;
Whereas, technical analysis has shown that the IDN standards are not sufficient to limit collisions, confusion, and other potentially damaging side-effects stemming from the unrestrained potential to register IDNs using arbitrary characters available in the UNICODE encoding system;
Whereas, there remains a variety of other unresolved issues and potential problems associated with the use of IDN-based identifiers;
Whereas, deployment of IDNs before these issues are addressed raises serious operational and other concerns;
Whereas, under resolution 02.89, the IDN Committee is currently scheduled to formally terminate at the conclusion of the ICANN meeting in Shanghai;
Resolved [02.119] that the President and the Chair of the IDN Committee are directed to prepare a proposed charter and list of members for a new committee to address IDN implementation issues, for presentation to the Board at the 2002 ICANN annual meeting.
In subsequent discussion, Mr. Abril i Abril expressed his desire that the new committee to address IDN implementation issues move effectively to confront the many concerns that have arisen in implementation of IDNs. He suggested that the new committee should have different membership than the old. Mr. Katoh responded that, while there may be some overlap in membership, the new committee will need to have expertise to address technical implementation issues.
The resolutions were adopted by a 12-0-0 vote.
Dr. Cerf moved, with Mr. Kraaijenbrink's second, that the Board adopt the following resolutions:
Whereas, the ICANN CEO, Stuart Lynn, has advised the Board of his desires to retire from service to ICANN in the first quarter of 2003;
Whereas, at its meeting on 28 June 2002, the Board established an Executive Search Committee composed of Vinton Cerf (chairman), Linda Wilson, Nii Quaynor, Ivan Moura Campos, Masanobu Katoh, and Rob Blokzijl;
Whereas, the Search Committee is reviewing proposals from several firms to support the search;
Whereas, the Search Committee wishes to expand its membership;
Whereas, the Finance Committee has recommended that the Board authorize the expenditure of up to a total of US$ 250,000 for both search and transition costs for the next ICANN CEO with the understanding that the expenditures may occur in both the current and next fiscal years;
The Board adopted the resolutions by a 12-0-0 vote.
Dr. Cerf noted that ICANN had received a letter from a lawyer for VeriSign requesting revision of some of the conditions on the Board's authorization in resolution 02.100 for VeriSign to offer a wait-listing service. Dr Cerf moved, with Mr. Kraaijenbrink's second, that this letter be referred to the Reconsideration Committee by the following resolution:
Whereas, in resolution 02.100 the Board authorized the President and General Counsel to conduct negotiations with VeriSign toward appropriate revisions of the .com and .net registry agreements to permit the offering of a Wait-Listing Service under stated conditions;
Whereas, on 16 October 2002 VeriSign's Deputy General Counsel sent ICANN's outside counsel a letter "formally request[ing] that the Board reconsider three of [the conditions] at the Shanghai meeting";
Whereas, the Board's reconsideration policy states that "[r]equests for review or reconsideration must be submitted by email to firstname.lastname@example.org";
Whereas, the Board is of the view that, despite VeriSign's failure to comply with the published procedures for seeking reconsideration, the letter should be treated as if it were submitted to the e-mail address;
Resolved [02.124] that VeriSign's 16 October 2002 letter is hereby referred to the Reconsideration Committee, with instructions to treat it as if it had been submitted on that date to the e-mail address as required by the Reconsideration Policy.
The Board adopted the resolution by a 13-0-0 vote.
Dr. Pisanty moved, with Dr. Blokzijl's second, that the Board adopt the following resolutions to approve LACNIC as a RIR:
Whereas, the Address Supporting Organization Memorandum of Understanding (ASO MoU) provides that ICANN will develop requirements and policies for the approval of additional Regional Internet Registries (RIRs) and provides general guidance for minimum requirements;
Whereas, after an open and consultative process the ASO recommended the "Criteria for the Establishment of New Regional Internet Registries" as a more elaborate statement of essential requirements, in supplementation to section 9 of the ASO MoU, and as a framework for consideration of applications for recognition of new RIRs;
Whereas the President has adopted a set of procedures and standards for the receipt and evaluation of applications for recognition as an RIR;
Whereas an application for recognition, together with a detailed transition plan – including draft bylaws, policies, funding model, and staff resumes – was submitted to ICANN by the Regional Latin-American and Caribbean IP Address Registry (LACNIC);
Whereas APNIC, ARIN, and the RIPE NCC communicated a joint statement praising the excellent work of the LACNIC organization, noting the close cooperation between ARIN and LACNIC, and recommending a favorable response to the application by recognizing LACNIC's accomplishments and according an interim status to LACNIC;
Whereas the Board, on 14 March 2002 at its Accra meeting in resolution 02.28, gave its provisional approval to the LACNIC application for recognition and transition plan, with the expectation that the transition plan would be completed and a final application for recognition submitted;
Whereas the LACNIC organization has reached the conclusion of its transition plan, and submitted a final application for approval and recognition;
Whereas the President of the American Registry for Internet Numbers (ARIN), from whose current service region the LACNIC service region is drawn, has communicated ARIN's favorable assessment and recommendation for final approval and recognition of LACNIC;
Whereas on 30 October 2002 at the ICANN Shanghai meeting, the President of ICANN and Chair of LACNIC signed the Joinder of Regional Latin-American and Caribbean IP Address Registry (LACNIC) into RIR-ICANN Memorandum of Understanding;
Resolved [02.125] the Board gives its enthusiastic endorsement to the President's evaluation of the LACNIC application, and to his conclusion that LACNIC has completed its transition plan and met all of the requirements for final recognition;
Resolved [02.126] the Board proclaims LACNIC to be a fully approved and recognized Regional Internet Registry, to provide IP address registration and other services for the Latin American and Caribbean service region;
Resolved [02.127] the Board congratulates and thanks the organizers, Board, President, staff, and members of LACNIC for their tireless efforts, dedication to excellence in services at the executive, registration, and technical levels, and commitment to the values of regional representation, global coordination, openness, and bottom-up self-management, in the best traditions of the Internet;
Resolved [02.129] the Board thanks the President, Board, and staff of ARIN for their extraordinary work to support the formation of LACNIC and to ensure a transparent, secure, and successful transition of information and registry responsibilities.
The Board adopted the resolution by a 13-0-0 vote, to vigorous applause.
Mr. Mueller-Maguhn described his idea of creating a privacy advisory group to address issues of privacy. He moved, with Dr. Schink's second, that the Board adopt the following resolution:
 Whereas, the ICANN Board wishes to consider whether it should establish an advisory committee addressing issues of privacy;
 Resolved that the Chairman of the Board is requested to form a working group of directors to investigate the possible role or roles of an advisory committee on privacy, to propose a possible charter for such a committee, and to develop a proposal for the Board's consideration including a recommendation for the structure and composition of such a committee.
Mr. Cohen expressed concern that the establishment of a privacy advisory committee would involve ICANN in issues well beyond its limited mission. He also stated that the committee would risk contradicting the bottom-up manner in which ICANN should develop policies.
At this point, Mr. Auerbach re-joined the meeting.
Dr. Lynn proposed, as a friendly amendment, that clause  be amended by adding the phrase ", including appropriate consultation with the community," after the word "investigate". This amendment was accepted. Mr. Abril i Abril proposed, as a friendly amendment, adding the phrase "within ICANN's mission and competencies" at the end of clause . After discussion, the phrase to be added was changed to "within ICANN's mission and responsibilities". This was accepted as a friendly amendment.
A vote was then taken on the resolution, which as amended read:
Whereas, the ICANN Board wishes to consider whether it should establish an advisory committee addressing issues of privacy within ICANN's mission and responsibilities;
Resolved [02.130] that the Chairman of the Board is requested to form a working group of directors to investigate, including appropriate consultation with the community, the possible role or roles of an advisory committee on privacy, to propose a possible charter for such a committee, and to develop a proposal for the Board's consideration including a recommendation for the structure and composition of such a committee.
The Board adopted the resolution by a 13-0-1 vote, with Mr. Cohen abstaining.
Dr. Cerf moved, with Dr. Pisanty's second, that the Board adopt the following resolution:
The Board of the Internet Corporation for Assigned Names and Numbers (ICANN) met on 30 and 31 October 2002, in Shanghai, China. The attending Board Members, which included no representatives from national governments, distinct economies as recognized in international fora, and multinational governmental and treaty organizations, had useful discussions concerning ICANN and related DNS issues.
[Resolution 02.131] Noting that Dr. Paul Twomey, the distinguished Chairman of the Governmental Advisory Committee (GAC) of the Internet Corporation for Assigned Names and Numbers (ICANN), which met on 27, 28, and 29 October 2002, in Shanghai, China, announced at the ICANN meeting on 14 March 2002, in Accra, Ghana, his intention to step down from his GAC position and its chairmanship at the close of the October 2002 meeting in Shanghai, and recalling with measured concern that the ICANN Board has already expressed its deep (though apparently premature) appreciation of Dr. Twomey for his many contributions and extraordinary leadership, the ICANN Board warmly reiterates the sentiments expressed in resolution 02.34.
The motion was adopted by acclamation.
Dr. Lynn moved, with Dr. Cerf's second, that the Board adopt the following resolution:
Whereas, Herbert Vitzthum has served as ICANN's ccTLD Liaison since early 2001;
Whereas, Herbert has announced that he will be leaving ICANN in the coming months to pursue the most admirable goals of traveling less, spending more time with his family and friends in Salzburg, and undertaking new challenges;
Whereas, Herbert has compiled a remarkable record of accomplishment, devoting his enormous personal energy to the resolution of difficult delegation and redelegation situations on behalf of the IANA, explaining ICANN and IANA policies to many local Internet communities around the world, and strengthening ICANN's existing ccTLD relationships through improved dialogue and mutual understanding;
Whereas Herbert has combined his hard work with a warm personality, a ready smile, and an unfailingly positive attitude; and
Whereas Herbert will be greatly missed;
The motion was adopted by acclamation.
Dr. Cerf moved, with Dr. Lynn's second, that the Board adopt the following resolution:
Whereas, ICANN has successfully completed its Fall 2002 meeting in Shanghai, China;
Whereas, the planning and execution of the meeting has been conducted in exemplary fashion;
Whereas, the gracious and warm hospitality, splendid facilities, strong support, and close attention to fulfilling the needs of participants have all been truly magnificent;
The ICANN Board expresses its deep appreciation and thanks, on its own behalf and on behalf of all participants to CNNIC and the Internet Society of China and other local hosts and organizers, in particular: Madame Qiheng Hu, Director Wei Mao, Director Chengqing Huang, Yangyi Wu, and Yang Yu.
The Board thanks the City of Shanghai government for its support to make the ICANN meeting possible.
The Board also extends its thanks to all sponsors of the meeting, including CNC, China Mobile, Great Wall Broadband Network, Asian Domain Name Dispute Resolution Centre, Hewlett Packard, NeuStar and VeriSign for their generous support.
The Board thankfully acknowledges the unstinting hard work of the staff of the splendid Riverside Oriental Hotel and Conference Center: the magnificence of the location and surroundings, the impressive facilities, and the thoughtful service all contributed to the success of the meeting. On behalf of the meeting participants worldwide, the Board also thanks the team at the University of Oregon for their webcasting assistance.
The Board expresses its great appreciation to John Crain, Diane Schroeder, Theresa Swinehart, Mary Hewitt, Dan Halloran, Herbert Vitzthum; Steve Conte; Laura Brewer; and Terri Darrenougue and the rest of the ICANN staff for their dedicated efforts in ensuring the smooth operation of the meeting.
The motion was adopted by acclamation.
Dr. Wilson presented a proposal to investigate creating a committee to address issues concerning the Board's own operation. She cited the following issues as candidates for such a committee's consideration:
1. Process for the Board's election of its chair and vice-chair;
2. Process for population of Board committees;
3. Periodic review of charters of Board committees;
4. Orientation of new Board members;
5. Prompting awareness by Board members of their roles and responsibilities;
6. Evaluation of Board's performance and its relationship with the President and CEO;
7. Consultation with the President and CEO to gather facts about complaints about staff performance that come to the Board's attention;
8. Periodic evaluation of the President and CEO's performance;
9. Locus of consultation about proposals by Board members for new committees and task forces;
10. Oversight of Board conflict-of-interest matters; and
11. Liaison with the Public Participation Manager, the President and CEO, and the Ombudsman.
Dr. Wilson moved, with Mr. Cohen's second, that the Board adopt the following resolution:
Whereas, the ICANN Board wishes to consider whether it should establish a committee addressing issues related to the Board's own operation, and related matters;
After brief discussion, the Board adopted the resolution unanimously.
There being no further business, the meeting was adjourned at 7:15 UTC (3:15 pm local time).