Special Meeting of the Board Minutes
A Special Meeting of the ICANN's Board of Directors was held via teleconference on 25 September 2006 and was called to order at 1:00 P.M. PDT US.
Chairman Vinton G. Cerf presided over the entire meeting. The following other Board Directors participated in all or part of the meeting: Raimundo Beca, Susan Crawford, Demi Getschko, Hagen Hultzsch, Veni Markovski, Alejandro Pisanty, Hualin Qian, Njeri Rionge, Rita Rodin, Vanda Scartezini, Peter Dengate Thrush, and Paul Twomey. Board Members Joichi Ito and David Wodelet were not present.
The following Board Liaisons participated in all or part of the meeting: Steve Crocker, Security and Stability Advisory Committee; Daniel Dardailler, TLG Liaison; Roberto Gaetano, At Large Advisory Committee Liaison; Thomas Narten, IETF Liaison; Mohamed Sharil Tarmizi, Governmental Advisory Committee Liaison; and, Suzanne Woolf, Root Server System Advisory Committee Liaison.
John Jeffrey, General Counsel and Board Secretary; Kurt Pritz, Vice President, Business Operations; Paul Levins, Executive Officer and Vice President, Corporate Affairs; Theresa Swinehart, Vice President of Global and Strategic Partnerships; Melanie Keller, Chief Financial Officer; Denise Michel, Vice President, Policy Development; David Conrad, General Manager, IANA; Dan Halloran, Deputy General Counsel; and Barbara Roseman, IANA Operations Manager also participated in the meeting.
The following topics were covered during the Board Meeting:
Approval of ICANN's Affirmation of Responsibilities for Private Sector Management; and Approval of Joint Project Agreement between ICANN and the United States Department of Commerce
In follow up to the previous meetings discussions, and the continued negotiations with the United States Department of Commerce, Dr. Twomey presented to the Board two documents for approval relating to ICANN's role as the private sector manager and ICANN's ongoing relationship with the Untied States Government.
Dr. Twomey outlined the progress that had been made on ICANN's Affirmation of Responsibilities and the board feedback that had gone into changing the agreement since the 9 September 2006 Meeting. The Board Members and staff discussed the Responsibilities in detail. There was discussion about the continued evolution of the document, and the amendment of those policy statements contained therein that might be changed by way of future strategic plans and adopted policies and principles that arising from the community or through the strategic planning that ICANN has committed to act upon on an annual basis.
Dr. Twomey also outlined a new agreement that had been negotiated and been agreed to between ICANN Staff and the NTIA, representing the United States Department of Commerce. A detailed discussion ensued regarding the details of the terms of the Joint Project Agreement and the way that the Affirmation of Responsibilities would be incorporated within the document, with the Board setting the agenda for private sector management as opposed to milestones dictating the tasks of ICANN. Vint Cerf and John Jeffrey provided additional information regarding the agreement and the negotiations.
After an extensive discussion of both documents, the Vint Cerf moved and Alejandro Pisanty seconded a motion for the following resolutions to be voted on by the Board:
Resolved (06.71), the Board hereby adopts the Affirmation of Responsibilities for Private Sector Management (as contained in Annex A to this Preliminary Report).
Resolved (06.72), the Board hereby authorizes Dr. Paul Twomey to execute the Joint Partnership Agreement between the United States Department of Commerce and the Internet Corporation for Assigned Names and Numbers as presented to the Board.
The Board voted 12-1 in favor of both resolutions.
There was one negative vote by Raimundo Beca based upon a reference to only the individual RIRs rather than a reference to the NRO within one of the Responsibilities. There were no abstentions.
Meetings Committee Recommendations Adopted
The Meetings Committee of the ICANN Board made unanimous recommendations regarding meeting locations for two ICANN Meetings scheduled in 2007. Veni Markovski, Meetings Committee Chair, presented the recommendations of the Meetings Committee. Veni Markovski moved and Vanda Scartezini seconded the following motion:
Resolved (06.73), the ICANN Meeting in March 2007 shall be held in Lisbon, Portugal.
Resolved (06.74) the ICANN Meeting in June 2007 shall be held in San Juan, Puerto Rico.
Both resolutions were passed unanimously 10-0 by the Board Members Present, by a voice vote. In addition to the Board Members that were not present for the Meeting, Hagen Hultzsch and Demi Getschko were not present for votes from this point in the meeting forward.
Additional Board Committee Assignments Adopted
The ICANN Board Governance Committee made unanimous recommendations regarding additional Board Committee Assignments. Alejandro Pisanty, Board Governance Committee Chair presented the Committees recommendations and moved for a vote on the following resolutions, which was seconded by Veni Markovski:
Resolved (06.75) Rita Rodin is appointed to the Board Governance Committee and the Reconsideration Committee, and David Wodelet is appointed to the Conflicts of Interest Committee and the Finance Committee.
Both resolutions were passed unanimously 10-0 by the Board Members Present by a voice vote.
Discussion of the pending .BIZ, .INFO, .ORG and .ASIA Registry Agreements
John Jeffrey presented the current status of negotiations and the board engaged in an active discussion regarding: 1) the comments regarding the delay of the registry agreements until the pdp-feb06 is completed, and 2) the comments regarding requests for limitations on price increases during renewal, as opposed to differential pricing for individual registrations. After some Board level discussion on these points, various board members expressed concerns about whether the issues raised in the public comments had been appropriately responded to by the registries.
The Board discussed a "sense of the board" that additional information was required for the Board to fully consider the agreements, and the Board specifically expressed a desire to see communications from each of the registries responding to the public comments that had been received during the public comment period. The Board agreed that if they received the responses before October 10th, that they would discuss the pending agreements again during their next scheduled board meeting on 18 October 2006. The Secretary was instructed to provide notice to each of the registries regarding the Board's request for additional information.
The Meeting was adjourned at 2:53 PM.