Special Meeting of the Board Minutes
A Special Meeting of the ICANN's Board of Directors was held via teleconference on 18 October 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, Joichi Ito, Veni Markovski, Alejandro Pisanty, Njeri Rionge, Rita Rodin, Peter Dengate Thrush, Paul Twomey, and David Wodelet. Board Members Hualin Qian and Vanda Scartezini were not present.
The following Board Liaisons participated in all or part of the meeting: Steve Crocker, Security and Stability Advisory Committee; Roberto Gaetano, At Large Advisory Committee Liaison; Thomas Narten, IETF Liaison; and Mohamed Sharil Tarmizi, Governmental 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; and, Dan Halloran, Deputy General Counsel also participated in the meeting.
The following topics were covered during the Board Meeting:
Corporate Officer Signing Authorities
Staff presented in conjunction with the Finance Committee a presentation of proposed enhancements to the Board-authorized executive officer signing authority. Questions were raised by various board members regarding this policy as compared to similarly situated organizations and their were responses to the questions from Board Members and Staff. Following this discussion, Hagen Hultzsch moved for a vote, and Veni Markovski seconded, a motion for a request of the following resolution:
Whereas, the organization has grown, and the resulting demands on the President & Chief Executive Officer (CEO) have increased and made it less practical for the President & CEO to handle day-to-day demands of business operations whilst performing the broader external functions facing ICANN.
Whereas, the annual budget and resulting expenditures have increased in amount and frequency over time.
Whereas, increasing the signing authorization levels would improve the efficiency of handling day-to-day business operations.
Whereas, the Chief Financial Officer in consultation with the Board Audit and Finance Committees, has prepared a proposed statement of “Financial Control Procedures: Corporate Officer Signing Authorities” dated 17 October 2006.
Whereas, the Audit and Finance Committees have reviewed the proposed statement of “Financial Control Procedures: Corporate Officer Signing Authorities” and determined that the provisions are reasonable in relation to other similar not-for-profit organizations based on size of the organization and total annual revenues, and provide appropriate financial control while regulating the related risk. The Audit and Finance Committees have determined the proposed procedures would be beneficial to the organization and recommend that the provisions set forth in the statement be adopted by the full Board of Directors.
Resolved (06.__) that the statement of “Financial Control Procedures: Corporate Officer Signing Authorities” dated 17 October 2006 is hereby adopted.
The Board voted 11-0 in favor. In addition to the Board Members that did not attend any part of the meeting, Njeri Rionge and Rita Rodin were not available for this vote.
Payment of Legal Expenses
The CFO presented a request for an authorization for payment of outstanding legal bills. The General Counsel confirmed that he had reviewed and approved the expenses. Following this discussion, Hagen Hultzsch moved for a vote, and Joichi Ito seconded, a motion for a request of the following resolution:
Whereas, ICANN has had significant needs for legal services during the month of July 2006 and August 2006, including general legal advice and several pending lawsuits involving ICANN.
Whereas, Jones Day have provided extensive legal services to meet these needs.
Whereas, ICANN has received invoices from Jones Day totaling US$116,762.52 in connection with legal services provided to ICANN during July and August 2006.
Whereas, the General Counsel and the Chief Financial Officer have reviewed the invoices and determined that they are proper and should be paid.
Resolved (06.__), the President is authorized to make payments to Jones Day in the amount of US$116,762.52 for legal services provided to ICANN during July and August 2006.
The Board voted 12-0 in favor. In addition to the Board Members that did not attend any part of the meeting, Njeri Rionge was not available for this vote.
sTLD Agreement with .ASIA (DotAsia Organisation Limited)
Kurt Pritz presented the public comments relating to the .ASIA registry agreement that had been posted on the ICANN website, and outlined the history and process associated with the application. Various board members acknowledged that they had discussed aspects of the .ASIA agreement previously and noted that there were no additional comments. Peter Dengate Thrush moved and Raimundo Beca seconded a request for the following resolution to be voted on.
During the voting discussion, Susan Crawford made the following comments on the record:
“I would like the minutes to reflect that I do not want to get in the way of opening up dot Asia, but that the idea of a sponsored TLD called dot Asia makes little sense, and the notion that ICANN could police such a sponsorship makes less sense.
I wish we could drop the entire notion of sponsored TLDs, but this process for dot Asia has already taken far too long. I don't want to get in the way. I hope we can move forward swiftly with a process for new gTLDs that is far more standardized and lightweight and offers a standard contract along the lines I will suggest in connection with biz, org, and info.”
Additionally, Peter Dengate Thrush made the following comments on the record:
“I would like to also endorse what Susan has said and to say in relation to this application that it has seemed to me on occasion that the approach has been overly cautious, particularly in relation to geographic significance. And I congratulate the applicants on achieving this and for bearing with us through the process.”
Also, Demi Getschko raised concerns regarding whether it was a “sponsored top-level domain”. Vint Cerf responded indicating that he believed that the definition of “sponsored” could be debated but that it is self-defining.
Veni Markovski indicated on the record that hoped that ICANN will be able to introduce as many top-level domains as possible and as fast as possible, but that sponsored top-level domains take up too much time to establish, but that as a policy he is always in favor of new top-level domains.
Paul Twomey indicated the following on the record:
First of all, I would like to note that the applicant has done a lot of communications and a lot of interactions with the CC and other communities of the geographic region and also with the governments of the geographic region. That has been part of the cause for delay here, but I think it also has, with the feedback that they have received through that process, has been an important part of our moving forward and proceeding here, at least as far as I'm concerned. So I think that's an important point, and I thank the applicant for their perseverance and understanding in that process.
The second point, just to put it on the record, is while I note what some of my fellow directors have said about sponsored top-level domains, at least as it applies to dot Asia, I would make the observation that it is pointed out to myself on regular basis from some of the existing sponsored top-level domains how important and how valuable they find this sponsored type structure for top-level domain is for particular types of structured communities.
And I do think that there is some value in that, and I hope we don't lose sight that, in certain circumstances, there has seen to be value in such a structure.
Whereas, on 4 December 5, 2005, the board authorized the President and General Counsel to enter into negotiations relating to proposed commercial and technical terms for the .ASIA sponsored top-level domain (sTLD) with the applicant, DotAsia Organisation Limited,
Whereas, on 18 July, 2006, ICANN announced that negotiations with the applicant for the .ASIA sponsored top-level domain had been successfully completed, and posted the proposed .ASIA sponsored TLD registry agreement on the ICANN website,
Whereas, the Board has determined that approval of the agreement, and delegation of a .ASIA sponsored top-level domain to DotAsia Organisation Limited would be beneficial for ICANN and the Internet community,
Resolved (06.___), the proposed agreement with DotAsia Organisation Limited concerning the .ASIA sTLD is approved, and the President is authorized to take such actions as appropriate to implement the agreement.
The Board voted 13-0 in favor of this resolution.
Review of .BIZ, .INFO and .ORG
There was an extensive discussion among board members regarding the concerns relating to the changing domain name marketplace and specific concerns were raised regarding potential abuses of ICANN rules as it relates to consumer interests. Accordingly the board discussed commencing a study to provide additional insight into the domain name market. Following this discussion, the board also discussed the .BIZ, .INFO and .ORG agreements and in particular the new comments that had been received regarding these agreements. Included in the discussion was a reference to how a study such as the one contemplated would benefit the process of negotiating similar agreements in the future.
Following this discussion Alejandro Pisanty moved and Veni Markovski seconded the following resolutions for approval:
Whereas, ICANN's Core Values include:
- Preserving and enhancing the operational stability, reliability, security, and global interoperability of the Internet.
- Where feasible and appropriate, depending on market mechanisms to promote and sustain a competitive environment.
- Introducing and promoting competition in the registration of domain names where practicable and beneficial in the public interest.
- Whereas, the domain registration market is very complex and producing reliable analysis and findings will require high-levels of economic expertise.
- Resolved (06.___), the President is directed to commission an independent study by a reputable economic consulting firm or organization to deliver findings on economic questions relating to the domain registration market, such as:
- whether the domain registration market is one market or whether each TLD functions as a separate market,
- whether registrations in different TLDs are substitutable,
- what are the effects on consumer and pricing behavior of the switching costs involved in moving from one TLD to another,
- what is the effect of the market structure and pricing on new TLD entrants, and
- whether there are other markets with similar issues, and if so how are these issues addressed and by who?
Whereas, proposed new registry agreements between ICANN the operators of the .BIZ, .INFO, and .ORG registries have been posted for public comment and presented to the Board.
Whereas, the proposed new agreements were the subject of a substantial number of comments, especially concerning competition-related issues such as differential pricing.
Whereas, the Board has carefully considered the proposed new agreement, and the public comments and the registry responses, and finds that approval of the proposed new agreements would be beneficial for ICANN and the Internet community, provided that ICANN and the registry operators are able to agree to appropriate revisions to the proposed agreements to address competition-related issues such as differential pricing.
Whereas, the GNSO is currently conducting a policy-development process that includes study of some of these issues, but ICANN has pressing operational questions relating to its bilateral contracts with registry operators that need to be resolved, separate from any generally applicable new policies on this subject that might be recommended through the GNSO process.
Resolved (06.__), after having considered the public comments and the responses from the registries, the President and the General Counsel are hereby requested to renegotiate the proposed agreements relating to: competition-related concerns (in particular price increase restrictions); traffic data and review mechanisms resulting from the introduction of new studies or additional information.
The Board voted 11-0 in favor. In addition to the Board Members that did not attend any part of the meeting, Njeri Rionge and Rita Rodin were not available for this vote.The meeting was adjourned at 3.02 PM PST.