Second Annual Meeting of the Board Minutes
INTERNET CORPORATION FOR
ASSIGNED NAMES AND NUMBERS
MINUTES OF SECOND ANNUAL MEETING (IN MARINA DEL REY)
16 November 2000
The annual meeting of the Board of Directors of the Internet Corporation for Assigned Names and Numbers (ICANN) was held on 16 November 2000 at the Marina Beach Marriott in Marina del Rey, California USA. Directors Esther Dyson (chairman), Amadeu Abril i Abril, Robert Blokzijl, Vinton G. Cerf, Jonathan Cohen, Greg Crew, Philip Davidson, Frank Fitzsimmons, Ken Fockler, Hans Kraaijenbrink, Sang-Hyon Kyong, Jun Murai, Alejandro Pisanty, Michael Roberts, Helmut Schink and Linda S. Wilson were present.
Also present at the meeting was Louis Touton, ICANN's Vice-President, Secretary, and General Counsel; Andrew McLaughlin, Chief Financial Officer of the Corporation; Christopher Ray, of KPMG; Charles Neuhauser, a consultant to ICANN concerning the New TLD evaluation; and Joe Sims and Paul Goldean, of Jones, Day, Reavis & Pogue. The meeting was open to the public.
The meeting was called to order by Esther Dyson at 17:05 UTC (9:05 am local time). She then handed the chair of the meeting to Michael Roberts.
Dr. Wilson gave a report on behalf of the Audit Committee, which consists of Dr. Wilson, Mr. Crew, and Mr. Davidson. She stated that work had been going forward on completing the audit of ICANN's financial statements for the 1999-2000 fiscal year. ICANN has retained KPMG as its auditor for this project. She introduced Christopher Ray, the engagement partner at KPMG, to describe the audit.
Mr. Ray presented a summary of the auditor's report to the Board. He noted that the financial statements were free of material misrepresentations except for a qualification relating to ccTLD accounts receivable, for which the auditors were unable to obtain sufficient verifiable supporting evidence. He stated that more work needs to be done to establish internal controls and segregation of duties, but noted that ICANN is in a typical position for a non-profit in its infancy. In response to a question from Dr. Cerf, Mr. Ray stated that the qualification about ccTLD accounts receivable would not have any impact on ICANN's status as a non-profit corporation.
Dr. Wilson reported that the Audit Committee had also reviewed ICANN's insurance coverage and found it to be appropriate. The Audit Committee recommended retaining the services of KPMG for an audit of fiscal year 2001.Mr. Roberts noted that, under the bylaws, no formal Board action is required to accept the audit.
Mr. McLaughlin reviewed the status of the At-Large program, proposing language of a resolution that would provide for posting of a staff-prepared report on implementation of the At-Large Study, inviting public comment on that report, and then reporting to the Board. Mr. Fitzsimmons stated he felt that it is important to have time frames for the steps in the study. Dr. Wilson agreed that time frames are important, but expressed the view that the schedule should be addressed in the implementation report and subsequent public comment.
Dr. Blokzijl moved, with Ms. Dyson's second, that the Board adopt the following resolution:
(1) to post for 30 days its recommendations on implementation of Article II, Section 5 of the ICANN Bylaws, calling for an At-Large Study,
(2) to solicit public comments on the recommendations, including the structure, composition, timetable, and funding of the study, and
(3) to report to the Board following the conclusion of the 30-day public comment period.
The Board adopted the resolution by a 16-0-0 vote.
Mr. Roberts noted that the annual election of corporate officers was next on the agenda. According to Article VII, Section 2, of the bylaws, the Board elects officers on the recommendation of the President. This year, he stated his recommendation of continuing with the current officers. He noted that the previous year the Board had set the goal of periodically reviewing the performance of the corporate officers, but that no such review had yet occurred. His recommendations that the current officers continue is subject to any future review that the Board may conduct. Ms. Dyson expressed her view that the Board generally felt that the existing officers were doing a good job under difficult conditions.
Dr. Cerf moved, with Dr. Blokzijl's second, that the Board adopt the following resolutions:
Resolved [00.86] that Michael M. Roberts be, and hereby is, elected as President and Chief Executive Officer of the Corporation, to serve at the pleasure of the Board and in accordance with the Bylaws of the Corporation, and shall hold his office until his resignation, removal or other disqualification from service, or until his successor shall be elected and qualified.
Resolved [00.87] that Louis Touton be, and hereby is, elected as Vice President, General Counsel, and Secretary of the Corporation, to serve at the pleasure of the Board and in accordance with the Bylaws of the Corporation, and shall hold his office until his resignation, removal or other disqualification from service, or until his successor shall be elected and qualified.
Resolved [00.88] that Andrew McLaughlin be, and hereby is, elected Chief Financial Officer of the Corporation, to serve at the pleasure of the Board and in accordance with the Bylaws of the Corporation, and shall hold his office until his resignation, removal or other disqualification from service, or until his successor shall be elected and qualified.
The Board adopted the resolution by a 16-0-0 vote.
The Board took up the task of selecting proposals for New TLDs from among those proposed in the 47 applications (two of which did not pay the application fee and one of which was withdrawn) submitted by the 2 October 2000 deadline. Four Directors (Mr. Abril i Abril, Dr. Blokzijl, Mr. Crew, and Mr. Davidson) recused themselves from the discussion and consideration of the applications, for the following reasons:
Mr. Abril i Abril recused himself because he serves as an advisor to a member of CORE, which is the sponsoring organization and/or registry operator for several proposals. He noted however that he does not have any financial stake in any of the applicants.
Mr. Crew recused himself based on a business relationship with Melbourne IT, one of the applicants. He noted that his relationship is not related to Melbourne IT's registrar business, nor to the New TLD application in which it participated, but he is chair of a company in which Melbourne IT is a major shareholder. Mr. Crew stated that he has not had any discussions with Melbourne IT or any of the other applicants regarding the formulation of their proposals.
Dr. Blokzijl recused himself because he is on the Board of CentralNIC, which served as a technical advisor to one of the applicants, although he didn't know which applicant it was until just a few days before the meeting.
Mr. Davidson recused himself because his employer, British Telecom, had issued a statement of support for one of the applicants.
Mr. Touton noted that the Board had before it a Report on New TLD Applications, which the ICANN staff had prepared with the assistance of consultants and legal counsel, and which was posted on 9 November 2000. The Board had also heard presentations by the applicants at the ICANN Public Forum on 15 November 2000.
The Board began its consideration of the applications by discussing the methodology it would use in its selection. The Report on New TLD Applications discussed the 44 complete applications in eight categories. The Board decided to go through each category and discuss promising candidates for selection. In the process, the sentiment of the Board would be used to place proposals into a conceptual "basket". As the process proceeded, the contents of the basket would be reviewed to evaluate the degree of diversity and the proposals' overall appropriateness for a proof of concept. The Board could then make adjustments by adding or removing proposals from the basket.
The Board then went through the various categories, with Mr. Touton leading the discussion. After several hours (with a break for a presentation by the Governmental Advisory Committee that did not constitute part of the Board meeting), the Board concluded the process with seven proposals in the basket.
At this point, the Directors were asked whether they had any objection to proceeding to a vote on a motion to select the seven proposals that were in the basket. No Director expressed any objection. Ms. Dyson moved, with a second, that the Board adopt the following resolutions:
Whereas, in resolution 00.46 the Board adopted the Names Council's recommendation that a policy be established for the introduction of new TLDs in a measured and responsible manner;
Whereas, on 3 August 2000 the ICANN staff, acting under the President's direction, posted a "New TLD Application Process Overview";
Whereas, on 15 August 2000 the ICANN staff, again acting under the President's direction, posted Criteria for Assessing TLD Proposals that it would follow in making recommendations to the Board and instructions and forms for the use of applicants in applying to operate or sponsor new TLDs;
Whereas, 47 applications were received by the 2 October 2000 deadline for submission of new TLD applications;
Whereas, the non-confidential portions of the applications were posted and extensive public comments were received on them;
Whereas, on 10 November 2000, a report evaluating the applications prepared by an evaluation team consisting of ICANN staff and outside advisers was posted on the ICANN web site;
Whereas, many additional written comments were received on the web site, by e-mail, and otherwise;
Whereas, several constituencies of the Domain Name Supporting Organization have presented positions to the Board;
Whereas, several hours of applicant and public comments were presented at the in-person ICANN public forum held on 16 November 2000;
Resolved [00.89], the Board selects the following proposals for negotiations toward appropriate agreements between ICANN and the registry operator or sponsoring organization, or both: JVTeam (.biz), Afilias (.info), Global Name Registry (.name), RegistryPro (.pro), Museum Domain Management Association (.museum), Société Internationale de Télécommunications Aéronautiques (.aero), Cooperative League of the USA dba National Cooperative Business Association (.coop);
Resolved [00.90], the President and General Counsel are authorized to conduct those negotiations on behalf of ICANN and, subject to further Board approval or ratification, to enter into appropriate agreements; and
The Board adopted the resolution by a 12-0-0 vote. (Four Directors were recused and therefore did not vote.)
At this point, the four recused Directors re-joined the meeting.
Mr. McLaughlin read a draft resolution expressing thanks to Geraldine Capdeboscq, George Conrades, Greg Crew, Esther Dyson, and Eugenio Triana, whose service at Directors ends at the conclusion of the meeting. Mr. Crew and Ms. Dyson gave brief farewell remarks.
Dr. Blokzijl moved, with multiple seconds, that the Board adopt the following resolution:
Whereas, Geraldine Capdeboscq, George Conrades, Greg Crew, Esther Dyson, and Eugenio Triana have served as Directors of the Internet Corporation for Assigned Names and Numbers from October 1998 to November 16, 2000. In fulfilling their duties on the ICANN Board, these five Directors have acted with energy, dedication, and fortitude in attacking the numerous challenges to ICANN during its startup and transition period. Each has made many sacrifices in his professional and personal life in order to participate fully in the resolution of the difficult issues which the Board has addressed.
Therefore [00.92] their fellow Directors take this opportunity to express their deepest appreciation to Directors Geraldine Capdeboscq, George Conrades, Greg Crew, Esther Dyson, and Eugenio Triana for their extraordinary service to ICANN and the worldwide Internet community. May unbroken packets and a plenitude of bandwidth bless your future efforts!
The Board adopted the resolution by a unanimous (16-0-0) vote.
Ms. Dyson thanked everybody and remarked that the Board had followed a process of forming consensus and that she was delighted that the Board was able to reach unanimity around a group of proposals that will start a continuing process of enlarging the TLD space.
Mr. Kraaijenbrink reported briefly on the status of the Ad-Hoc Group on Numbering and Addressing. He reported that the group was making progress in writing a final report and that it would be appropriate to close the forum at the March meeting in Melbourne.
Mr. Abril i Abril inquired about the status of ICANN's negotiations with ccTLD managers. Mr. Roberts stated that a report on status would be provided to the Board in the next week.
Mr. Roberts gave a report on the arrangements for the Melbourne meeting, which will be held from Saturday, 10 March, to Tuesday, 13 March 2001. He also reported that the next physical meeting after Melbourne would be held at the in Stockholm Conference Center from 1-4 June 2001. This will be immediately prior to, and in the same location as, INET 2001.
There being no further business, the meeting was adjourned at 22:30 UTC (2:30 pm local time).