Minutes | Special Meeting of the Board
A Special Meeting of the ICANN Board of Directors was held via teleconference, on 8 November 2005, and was called to order at 1:00 PM, Pacific Daylight Time. Chairman Vinton G. Cerf presided over the entire meeting, with the exception noted below. The following other Board Directors participated in all or part of the meeting: Raimundo Beca, Mouhamet Diop, Demi Getschko, Hagen Hultzsch, Joichi Ito, Veni Markovski, Thomas Niles, Michael D. Palage, Alejandro Pisanty, Njeri Rionge, Vanda Scartezini, Peter Dengate Thrush, and Paul Twomey. Board Member Hualin Qian did not participate in the Meeting. The following Board Liaisons participated in all or part of the meeting: Steve Crocker, Security and Stability Advisory Committee Liaison; Roberto Gaetano, At Large Advisory Committee Liaison; Thomas Narten, IETF Liaison; Mohamed Sharil Tarmizi, Governmental Advisory Committee Liaison; Richard Thwaites, Technical Liaison Group Liaison; and Suzanne Woolf, RSSAC Liaison. John Jeffrey, General Counsel and Board Secretary and Kurt Pritz, Vice President of Business Operations participated in the meeting.
Chairman Cerf opened the Board Meeting and presided over all with the exception of the first discussion topic.
Recognition of Vint Cerf and Robert Kahn on receiving the United States' Presidential Medal of Freedom
This decision was discussed and agreed without participation of Vint Cerf, and was approved by the ICANN Board by acclamation:
Resolved [05.90], the ICANN Board of Directors congratulates Vint Cerf and Robert Kahn for being awarded with the United States' Presidential Medal of Freedom.
We consider the award as recognition of what they, and the whole Internet community with them, have contributed in the creation and development of the Internet.
We believe the award is also a sign that the Internet has developed from a scientific project into a truly democratic, open, and all-inclusive communications tool for access to and dissemination of information. The Internet supported and continues to support freedom of speech all over the world. The Internet has also improved the way people do business, and made possible the development of e-government for provision of better administrative services to all people.
Today, the Internet gives more than a billion users access to the culture and the knowledge of the world, and keeps people connected with friends, relatives, and families. Tomorrow, thanks in part to Vint Cerf's continuing efforts, it will connect them across the reaches between planets.
The ICANN Board is honored to have Vint Cerf as a steersman through the Internet space. The Board approved the resolution by acclamation.
Alejandro Pisanty presented the proposed Compensation Committee Charter on behalf of the Board Governance Committee and moved to have the below resolution read into the record, and Hagen Hultzsch seconded the motion:
Whereas, Article XIII, Section 8, of the ICANN Bylaws provides that "The compensation of any Officer of ICANN shall be approved by the Board."
Whereas, the Board Governance Committee has concluded that it would be beneficial for the Board to form a new committee to evaluate and make recommendations to the Board on compensation issues, and has drafted a proposed charter for the establishment of such a committee.
Whereas, the Board has reviewed the proposed charter for a Compensation Committee and has determined that the establishment of the committee would be in ICANN's best interests.
Resolved (05.91), that the Board establishes a Compensation Committee as a Committee of the Board as provided by Article XII, Section 1 of the Bylaws.
The board approved the resolution 13-1 by a voice vote with Raimundo Beca voting against.
Authorization of Insurance Binder
John Jeffrey presented information regarding the current insurance coverage and the requirement that ICANN's Board authorize the proposed binder for professional liability insurance as the amount of the binder requires formal board approval. There were questions by a number of Board Members including Vint Cerf, Michael Palage and Peter Dengate Thrush. A resolution on this matter was offered by Hagen Hultzsch and seconded by Thomas Niles:
Resolved (05.92) the President is authorized to execute the professional liability insurance binder in an amount not to exceed US$150,000.
The board approved the resolution 13-0 by a voice vote with all Board Members present on the call voting in favor. In addition to Hualin Qian, Demi Getschko was not online at the time of the vote.
Payment of Legal Expenses
Vint Cerf introduced a resolution for the payment of legal expenses and a second was offered by Michael Palage:
Whereas, ICANN has had significant needs for legal services during the months of May through September 2005, including general legal advice, the .NET RFP process, new sTLD agreements, and several pending lawsuits involving ICANN.
Whereas, Jones Day has provided extensive legal services to meet these needs.
Whereas, ICANN has received invoices from Jones Day totalling US$177,305.70 in connection with legal services provided to ICANN during May through September 2005.
Whereas, the General Counsel and the Chief Financial Officer have reviewed the invoices and determined that they are proper and should be paid.
Resolved (05.93), the President is authorized to make payment to Jones Day in the amount of US$177,305.70 for legal services provided to ICANN during May through September 2005.
The board approved the resolution 14-0 by a voice vote with all present voting in favor.
Authorization to Enter Addendum to Marina del Rey Lease
Whereas, the University of Southern California offers to sublease an additional 2,475 rentable square feet of office space,
Whereas, the University of Southern California, from which the Corporation currently subleases its offices in Marina del Rey, offers to extend the sublease for one year from 1 October 2006 to 30 September 2007,
Whereas, the Board determines that the leasing of the additional square footage and the extension of this sublease is in the best interests of the organization;
Resolved (05.94) that the President is provided authority to execute Addendum Number VI to the lease between ICANN and the University of Southern California.
The board approved the resolution 13-0 by a voice vote with all Board Members present on the call voting in favor. In addition to Hualin Qian, Njeri Rionge was not on the teleconference at the time of the voting.
Review and Consideration of Policy Development Process Results and Public Comments for "Procedure for use by ICANN in considering requests for consent and related contractual amendments to allow changes in the architecture or operation of a gTLD registry"
After a discussion regarding the proposal and the consensus process used by the GNSO and the relationship between this term and the language contained in both the .NET and proposed version of the .COM Agreement, Michael Palage moved and Alejandro Pisanty seconded the following resolution:
Whereas, a procedure to the above effect has been developed through the GNSO Policy Development Procedure.
Whereas, the GNSO Council voted unanimously to recommend this procedure to the Board for adoption as a consensus policy, implying that the procedure is proposed with a Supermajority Recommendation in the terms of the ICANN Bylaws.
Whereas, the corresponding provisions in the dot net agreement constitute a preferred implementation of this procedure, in particular as regards the definitions of the registry services covered by this procedure and the provisions for confidentiality.
Resolved (05.95), to adopt the proposed procedure as a consensus policy and to direct the President to assign staff for implementation of this consensus policy as appropriate and that the implementation in contractual terms shall be guided by the provisions in the .NET Registry Agreement, in particular concerning definitions of registry services covered and confidentiality clauses.
The board approved the resolution 14-0 by a voice vote with all present voting in favor except who voted against it.
Redelegation of .GS (South Georgia and the South Sandwich Islands)
Barbara Roseman presented the report regarding the proposed redelegation of the .GS ccTLD for the South Georgia and South Sandwich Islands. There was a detailed discussion regarding the criteria for the delegation from various board members. Veni Markovski moved for a vote on the following resolution and Joichi Ito and Michael Palage seconded the motion:
Whereas, the .GS top-level domain was originally delegated on 31 July 1997.
Whereas, ICANN has received a request for the redelegation of .GS to the Government of South Georgia and the South Sandwich Islands.
Whereas, ICANN has reviewed the request, and has determined that the proposed redelegation would be in the best interests of the local and global Internet communities.
Resolved (05.96) that the proposed redelegation of the .GS ccTLD to the Government of South Georgia and the South Sandwich Islands is approved.
The board approved the resolution 11-0, with two abstentions by Alejandro Pisanty and Peter Dengate Thrush. Hualin Qian and Njeri Rionge were not on the call at the time of the vote.
Proposed ICANN Bylaws Changes on Interim ALAC's Certification of At-Large Structures
Denise Michel introduced the topic, In-house council and others. There was a broad discussion from the Board on this topic.
Whereas, the ICANN Bylaws establishes the At-Large Advisory Committee, and established the voting process by which groups would be designated as "At-Large Structures", at Article XI, Section 2, paragraph 4(i).
Whereas, after having used and attempted to improve this process for two years, and after voting on 26 applications, the Interim At-Large Advisory Committee (ALAC) has determined that a change is needed. The ALAC has found that the "super-majority" threshold for certification (2/3 of the ALAC, which is 10 votes) is cumbersome and unnecessary and can impede progress in building a network of user groups involved in ICANN At-Large. The ALAC has proposed the new voting requirement to achieve the objective of ensuring groups comply with the At-Large Structure criteria, as well as to expedite the ALAC's processing of applications.
Whereas, the Interim At-Large Advisory Committee (ALAC) recommends that the Board amend the bylaws to improve the process by which the ALAC certifies or decertifies groups as "At-Large Structures." The ALAC proposes to reduce the number of required votes of ALAC members for approval of applications for At-Large Structure certification, as follows:
Existing bylaws: Article XI, Section 2, paragraph 4(i):
"... Decisions to certify or decertify an At-Large Structure shall require a 2/3 vote of all of the members of the ALAC and shall be subject to review according to procedures established by the Board."
...Decisions to certify or decertify an At-Large Structure shall require a 2/3 majority among all of the members of the ALAC who cast a vote, provided at least nine members of the ALAC cast a vote according to procedures adopted by the Committee. These decisions shall be subject to review according to procedures established by the Board.
Resolved [05.97], the ICANN Board directs staff to post for public comment the ALAC-proposed ICANN ByLaws changes to Article XI, Section 2, paragraph 4(i). Following the public comment period the ICANN Board will consider the public comments and determine whether the relevant ICANN Bylaws provisions should be modified.
The Board approved the resolutions by a unanimous vote 13-0 of those present. Hualin Qian and Njeri Rionge were not on the call at the time of the vote.
Proposed Guidelines for Implementation of IDN's, v.2.0
Whereas, the ICANN Board on the 27 March 2003 meeting resolved that the ICANN Board endorses the IDN implementation approach set forth in the draft Guidelines for the Implementation of Internationalized Domain Names, as they may be amended in further consultation with registry operators or evolve in view of new technical standards, for implementation of IDNs.
Whereas, the following gTLD registries since then have been authorized to implement IDNs by following the IDN guidelines, .info, .museum, .biz, .org, .name, .com, .net.
Whereas, discussions concerning the issue of domain name spoofing in relation to IDN domain names has increased dramatically over the last year, and these discussions resulted in a focus from the IDN Registries and ICANN to work on a revision effort on the IDN Guidelines to prevent certain types of spoofing attacks.
Whereas, this focus was highlighted at the IDN Workshop in Luxembourg where the IDN Workshop panel agreed that revision of the current set of ICANN Guidelines for the Implementation of Internationalized Domain Names should be based on among others, the following principle: The successor document to the current guidelines must maximize the ability of a registry to support IDN in all regards where it is reasonably needed, and must minimize the ability for the abuse of IDN for deceptive purposes.
Whereas, a working group of gTLD and ccTLD representatives was formed to initiate the revision of the IDN Guidelines, with the following members: gTLD Registry Constituency Representatives: Cary Karp, MuseDoma; Pat Kane, VeriSign; Ram Mohan, Afilias and ccNSO Representatives: Hiro Hotta, JPRS; Mohammed EL Bashir, .sd Registry and ICANN Staff: Tina Dam
Whereas, a draft revised version of the IDN Guidelines was posted for public comments and subsequently modified in accordance with commentary received after which a final draft of version 2.0 then was submitted to the ICANN Board for endorsement.
Whereas, that the ICANN Board of Directors recognizes the considerable amount of concern, expressed in the received commentary, concerning the format of the IDN Guidelines.
Resolved (05.98) that the ICANN Board of Directors in thanking the working group members and thereby acknowledges the work that has been done to revise the IDN Guidelines to limit the deceptive use of visually confusable characters from different scripts in individual IDN labels
Resolved (05.99) that the ICANN Board of Directors endorses the version 2.0 of the IDN Guidelines for a period of nine months, and agrees that the President is authorized to implement the Guidelines by authorizing registration of IDNs in registries with agreements with ICANN on the basis of those Guidelines;
Resolved (05.100) that the ICANN Board of Directors tasks the IDN working group to continue its important work and return to the board with specific IDN improvement recommendations before the ICANN Meeting in Morroco, currently scheduled for June 2006. Additionally, the board supports the working group's continued action to reframe the guidelines completely in a manner appropriate for further development as a Best Current Practices (BCP) document, to ensure that the guideline directions will be used deeper into the DNS hierarchy and within TLD's where ICANN has a lesser policy relationship.
The board approved the resolution 13-0. Hualin Qian and Njeri Rionge were not on the call at the time of the vote.
Payment of Director's Expenses
Whereas, Article VI, Section 22 of the ICANN Bylaws provides that the Board may authorize the reimbursement of actual and necessary reasonable expenses incurred by Directors and non-voting liaisons in the performance of their duties.
Resolved [05.101], the Board hereby authorizes the reimbursement of expenses to Directors and liaisons as follows:
Vinton Cerf – for travel to San Jose to meet with delegates from the Government of India in June 09, 2005 – business meal - $373.67US
Vanda Scartezini- for travel to Rio for WSIS meeting- June 08-10, 2005 airfare and taxis - $1,531.17US.
The board approved the resolution 13-0. Hualin Qian and Njeri Rionge were not on the call at the time of the vote.
The Meeting was adjourned by Chairman Cerf, at 3.09 PM PDT.