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INTERNET CORPORATION FOR ASSIGNED NAMES AND NUMBERS | MINUTES OF REGULAR MEETING

A meeting of the Transition Board of Directors of the Internet Corporation for Assigned Names and Numbers (ICANN) was held by teleconference on 20 January 2003. The following Directors of the Corporation were present by telephone: Vint Cerf (chairman), Amadeu Abril i Abril, Karl Auerbach, Ivan Moura Campos, Sang-Hyon Kyong, Stuart Lynn, Andy Mueller-Maguhn, Nii Quaynor, Helmut Schink, Francisco da Silva, and Linda S. Wilson. Directors Jonathan Cohen, Mouhamet Diop, Masanobu Katoh, and Alejandro Pisanty joined the call while it was in progress. Also present on the teleconference were Louis Touton, ICANN's Vice-President, Secretary, and General Counsel and Joe Sims, ICANN's outside counsel.

The meeting was called to order by Vint Cerf at 13:11 UTC (5:11 am U.S. Pacific Standard Time).

Approval of Minutes

Dr. Cerf noted that the first item on the agenda was approval of minutes of the Old Board's telephone meetings of 18 November and 2 December 2002 and the Transition Board's Organizational Meeting of 15 December 2002. Draft versions of those minutes had been previously provided to the Board members.

Dr. Wilson moved, with Dr. Campos' second, that the Board adopt the following resolution:

Resolved [03.01] that the minutes of the organizational meeting of the Transition Board held on 15 December 2002 are hereby approved and adopted by the Board as presented.

The motion carried by a 10-0-1 vote, with Mr. Auerbach abstaining.

Dr. Wilson moved, with Dr. Campos' second, that the Board adopt the following resolution:

Resolved [03.02] that the minutes of the meeting of the Old Board held on 18 November 2002 are hereby approved and adopted by the Board as presented.

The motion carried by a 10-0-1 vote, with Mr. da Silva abstaining.

Dr. Campos moved, with Dr. Kyong's second, that the Board adopt the following resolution:

Resolved [03.03] that the minutes of the meeting of the Old Board held on 2 December 2002 are hereby approved and adopted by the Board as presented.

The motion carried by a 9-0-2 vote, with Mr. Auerbach and Mr. da Silva abstaining.

At this point in the meeting, Mr. Diop joined.

Carthage Meeting

Dr. Lynn noted that at the 2002 annual meeting in Amsterdam, the Board scheduled the third round of ICANN meetings in 2003 for 1-5 December 2003 in Carthage, Tunisia. The local host, however, is unable to obtain the preferred meeting venue on those dates. The meeting venue is available on 27-31 October 2003, and those dates appear not to conflict with IETF or RIR meetings. Accordingly, with the concurrence of the the ICANN Meetings Committee Dr. Lynn recommended that the meeting be moved to 27-31 October 2003.

During the above discussion, Mr. Katoh joined the meeting.

Dr. Lynn moved, with Dr. Kyong's second, that the Board adopt the following resolution:

Whereas, in resolution 02.154 the Board authorized the President to make arrangements for an ICANN meeting to be held in Carthage, Tunisia, on 1-5 December 2003;

Whereas, the President has reported that logistical problems with the venue preclude holding the meeting on 1-5 December 2003 and has recommended that the meeting dates be moved to 27-31 October 2003, at the same location;

Resolved [03.04] that the President is authorized to make arrangements for holding an ICANN meeting in Carthage, Tunisia, on 27-31 October 2003.

The motion passed by a 13-0-0 vote.

Audit Committee

Dr. Cerf noted that, because of the expiration of Mr. Fitzsimmons and Dr. Blokzijl's terms at the conclusion of the annual meeting in December 2002, vacancies have opened up on the Board's Audit and Conflict-of-Interest Committees.

Because of Mr. Fitzsimmons' departure, the Audit Committee no longer has a chair. The remaining members of the committee are Lyman Chapin and Jun Murai. Dr. Cerf suggested that Helmut Schink be appointed as chair of that committee and that Mouhamet Diop be appointed as an additional member. In response to Dr. Cerf's inquiry, both Dr. Schink and Mr. Diop indicated that they would be willing to serve in these roles if appointed.

Dr. Cerf then moved, with Dr. Wilson's second, that the Board adopt the following resolution:

Resolved [03.05], that there be continued the Audit Committee of the Board, to continue on the basis of the Charter adopted in resolution 00.23, with the following membership: Helmut Schink is appointed to serve as the chair and Lyman Chapin, Mouhamet Diop, and Jun Murai are appointed to serve as the committee's other members.

The motion carried by a 13-0-0 vote.

Conflict-of-Interest Committee

Until his departure from the Board, Dr. Blokzijl was the chair of the Conflict-of-Interest Committee. That committee now has Karl Auerbach and Jonathan Cohen as members. After determining that Mr. Abril i Abril was willing to serve as the committee's new chair, Dr. Cerf moved, with Dr. Campos' second, that the Board adopt the following resolution:

Resolved [03.06], that there be continued the Committee of the Board of Directors on Conflicts of Interest, with the following membership: Amadeu Abril i Abril is appointed to serve as the chair and Karl Auerbach and Jonathan Cohen hereby are appointed to serve as the committee's other members.

During the above discussion, Mr. Cohen and Dr. Pisanty joined the meeting.

In further discussion, Mr. Auerbach noted that the committee had some outstanding work to do in its review of the latest conflict-of-interest disclosures. A vote was taken on the motion, resulting in its passage by a 14-0-1 vote, with Mr. Cohen abstaining.

Interim At-Large Advisory Committee

Dr. Pisanty, the chair of the Committee on ICANN Evolution and Reform, gave a report concerning the implementation of the At-Large Advisory Committee (ALAC) created in the New Bylaws adopted in late 2002 as a result of the reform process. He noted that the members of the At-Large Organizing Committee had been working intensely and steadily to assemble an Interim ALAC, as envisioned by the Transition Article of the New Bylaws. The At-Large Organizing Committee has provided a letter nominating willing and qualified volunteers from each of the five ICANN regions to serve on the Interim ALAC. Dr. Pisanty reported that the Evolution and Reform Committee had reviewed the list. Based on considerations of promoting both geographic diversity and diversity between existing At-Large Organizing Committee members and non-members, the Evolution and Reform Committee recommended a slate of ten candidates to serve on the Interim ALAC.

The Board then proceeded, region by region, to discuss the candidates nominated by the At-Large Organizing Committee. (During that discussion, Mr. da Silva departed from and rejoined the meeting.) After the meeting concluded, Mr. Auerbach moved, with a second by Dr. Pisanty, that the Board adopt the following resolution:

Whereas, Article XX, Section 7(5)(a) of the New Bylaws that went into effect on 15 December 2002 provides for the establishment of an Interim At-Large Advisory Committee, to serve until such time as ICANN recognizes, through the entry of a Memorandum of Understanding, the Regional At-Large Organizations (RALOs) identified in Article XI, Section 2(4) of the New Bylaws;

Whereas, Article XX, Section 7(5)(a) of the New Bylaws provides that the Interim At-Large Advisory Committee shall initially be composed of ten individuals (two from each ICANN region) selected by the ICANN Board following nominations by the At-Large Organizing Committee (with the later addition of five additional individuals selected by the Nominating Committee);

Whereas, the At-Large Organizing Committee has provided a list of nominees for the Interim At-Large Advisory Committee by letter on 9 December 2002 and supplemented on 6, 9, 16, and 17 January 2003;

Resolved [03.07] that the Board selects the following ten individuals to serve as members of the Interim At-Large Advisory Committee:

African Region
Pierre Dandjinou (Benin)
Clement Dzidonu (Ghana)

Asia/Pacific Region
Izumi Aizu (Japan)
Xue Hong (China)

European Region
Vittorio Bertola (Italy)
Thomas Roessler (Germany)

Latin America/Caribbean Region
Erick Iriarte Ahon (Peru)
Sebastián Ricciardi (Argentina)

North American Region
Esther Dyson (United States)
Wendy Seltzer (United States)

The motion carried by a 15-0-0 vote.

Nominating Committee

At this point, Dr. Wilson departed from the meeting.

Dr. Pisanty noted that one important step in implementing the New Bylaws is to bring the Nominating Committee into operation. This committee will be responsible for selecting eight ICANN Directors, three members of the GNSO Council, and five members of the ALAC.

A first step in activating the initial Nominating Committee is to appoint its Chair. Dr. Pisanty noted that Dr. Wilson had agreed to serve in this important role. Other important steps are to provide sufficient resources, including staff support, to allow the Nominating Committee to locate high-quality candidates. In addition, Dr. Pisanty noted that the Evolution and Reform Committee had concluded that an assistant "Vice-Chair" should be authorized to assist Dr. Wilson.

Mr. Touton noted that it is desirable to amend the bylaws to allow for an assistant to the Chair, but that it was appropriate to authorize appointment of such a person by resolution until the bylaws could be amended.

After some additional discussion, Dr. Pisanty moved, with a second by Dr. Quaynor, that the Board adopt the following resolutions:

Whereas, on 15 December 2002 ICANN's New Bylaws came into effect;

Whereas, Article VII and Article XX, Section 2(4) of those bylaws call for a Nominating Committee to be formed promptly, to be headed by a non-voting Chair, appointed by the ICANN Board;

Resolved [03.08] that Linda Wilson is appointed under Article VII, Section 2(1) of the New Bylaws as the Chair of the first Nominating Committee, to serve until the conclusion of the ICANN annual meeting in 2003 or until her earlier resignation, removal, or other disqualification from service;

Resolved further [03.09] that the Chair of the first Nominating Committee is authorized to appoint a person of her choosing as Vice-Chair, to assist her in the direction of the Nominating Committee, in lieu of the service of the immediately preceding Nominating Committee Chair as a non-voting advisor, as is contemplated for subsequent Nominating Committees by Article VII, Section 2(2) of the New Bylaws;

Resolved further [03.10] that the President is directed to provide such staff and other support to the Nominating Committee as he determines, in consultation with the Chair of the Nominating Committee, to be appropriate to the discharge of its functions.

The motion carried by a 12-1-1 vote, with Mr. Auerbach voting against and Mr. Mueller-Maguhn abstaining.

There being no further business, the meeting was adjourned at 14:33 UTC (6:33 am U.S. Pacific Standard Time).

_______________________
Louis Touton
Secretary

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