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Preliminary Report of Annual Meeting of the ICANN Board

At its annual meeting on November 4, in Los Angeles, the ICANN Board of Directors approved the following resolutions.

Board of Directors

Election of the Chairman of the Board

RESOLVED [99.118], that Esther Dyson is elected as Chairman of the Board to serve at the pleasure of the Board and in accordance with the Bylaws of the Corporation, and shall hold such office until her resignation, removal or other disqualification from service, or until her successor shall be elected and qualified.

Election of the Vice Chairman of the Board

RESOLVED [99.119], that Pindar Wong is elected as Vice-Chairman of the Board to serve at the pleasure of the Board and in accordance with the Bylaws of the Corporation, and shall hold such office until his resignation, removal or other disqualification from service, or until his successor shall be elected and qualified.

Executive Committee of the Board

RESOLVED [99.120], that there be, and there hereby is, effective immediately, designated a Committee of the Board to be named the "Executive Committee." The members of the Executive Committee will consist of the Chairman of the Board of the Corporation and of such other Directors (not less than one) as the Board determines from time to time, each of whom will serve at the pleasure of the Board. The members of the Executive Committee, in addition to the Chairman, shall be Michael M. Roberts, Pindar Wong, Alejandro Pisanty, and Hans Kraaijenbrink. Meetings of the Executive Committee may be called at any time by the Chairman or by not fewer than two other members of the Executive Committee.

FURTHER RESOLVED [99.121], that subject to applicable law and the Bylaws, the Executive Committee will have and may exercise all of the powers of the Board in the oversight of the management of the business and affairs of the Corporation, including, without limitation, financial matters.

FURTHER RESOLVED [99.122], that the Executive Committee will keep a written record of all actions taken by it and will report such actions to the Board at the regular meeting of the Board next following the meeting of the Executive Committee at which such action is taken.

Executive Search Committee of the Board

RESOLVED [99.123], that there be, and there hereby is, effective immediately, designated a Committee of the Board to be named the "Executive Search Committee," responsible for overseeing the search for a Chief Executive Officer and other officers as appropriate.

FURTHER RESOLVED [99.124], that Vinton Cerf be, and hereby is, appointed chair of the Executive Search Committee, and that Jonathan Cohen, Hans Kraaijenbrink, and Alejandro Pisanty be, and hereby are, appointed members of the Executive Search Committee.

Reconsideration Committee of the Board

RESOLVED [99.125], that Hans Kraaijenbrink be, and hereby is, appointed chair of the Committee of the Board of Directors on Reconsideration, and that Ken Fockler and Amadeu Abril i Abril be, and hereby are, appointed members of the Committee of the Board of Directors on Reconsideration.

Conflicts Committee of the Board

RESOLVED [99.126], that Eugenio Triana be, and hereby is, appointed chair of the Committee of the Board of Directors on Conflicts of Interest, and that Rob Blokzijl be, and hereby is, appointed a member of the Committee of the Board of Directors on Conflicts of Interest.

Audit Committee of the Board

RESOLVED [99.127], that there be, and there hereby is, effective immediately, designated a Committee of the Board to be named the "Audit Committee," responsible for recommending the selection of external auditors to the Board; receiving, reviewing, and forwarding to the Board the annual financial report of the external auditors; and such other matters as may warrant its attention.

FURTHER RESOLVED [99.128], that Linda Wilson be, and hereby is, appointed chair of the Audit Committee, and that Greg Crew and Philip Davidson be, and hereby are, appointed members of the Audit Committee.

 

ICANN Officers

President and Chief Executive Officer

RESOLVED [resolution 99.129], 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.

Vice President, General Counsel, and Secretary

RESOLVED [resolution 99.130], 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.

Chief Financial Officer

RESOLVED [resolution 99.131], 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.

 

Proposed Agreements Among ICANN, Department of Commerce, Network Solutions

WHEREAS, the Board has been presented with proposed agreements among Network Solutions, Inc., the United States Department of Commerce, and ICANN, consisting of a Registry Agreement, a revised Registrar Accreditation Agreement, an NSI registrar Transition Agreement, a revised NSI/Registrar License and Agreement, an Amendment 19 to the NSI/U.S. Government Cooperative Agreement, an Amendment 1 to the Memorandum of Understanding between ICANN and the United States Department of Commerce, and attachments to those documents;

WHEREAS, drafts of these agreements were posted on the ICANN web site and public comments received, both in writing and at a public forum held November 3, 1999;

WHEREAS, based on the comments various changes have been made to the posted documents, resulting in the agreements now before the Board; it is

RESOLVED [resolution 99.132], that the President is authorized to sign the agreements to which ICANN is a party in the form presented to the Board, with any minor technical corrections and modifications he determines appropriate;

FURTHER RESOLVED [resolution 99.133], the President is authorized to take such actions as appropriate to implement the agreements.

 

Recommendations of the Task Force on Funding

WHEREAS the President's Task Force on Funding completed its Draft Final Report on October 30, 1999, and released it for public review and comment on October 31, 1999;

WHEREAS the Draft Final Report was reviewed and discussed at the ICANN Public Forum on November 3, 1999; and

WHEREAS the members of the Task Force have indicated that the Draft Final Report represents a consensus of the Task Force and should be treated as a Final Report; it is hereby

RESOLVED [99.134], that the Board adopts, for the fiscal year beginning July 1, 1999, transition budget, the recommendations set forth in the Final Report of the President's Task Force on Funding, including the improvements to the ICANN budget process, the global allocation of budget contributions, and the specific funding formula applicable to generic top-level domain name registrars,

FURTHER RESOLVED [99.135], that the Board directs the President to implement the recommended funding formulas applicable to generic top-level domain name registries and registrars by incorporation into the applicable Registry Agreement and Registrar Accreditation Agreements;

FURTHER RESOLVED [99.136], that the Board directs the President to implement the Final Report's recommendations as to other categories of registries through appropriate contractual relationships; and

FINALLY RESOLVED [99.137], that the Board acknowledges the work of the Task on Funding and expresses the Board's appreciation for the time and effort which the Task Force devoted to this matter.

 

Ad Hoc Group

WHEREAS on October 21, 1999, Director Kraaijenbrink proposed for public review and comment a charter for an ad hoc group to be formed pursuant to Board Resolution 99.79;

WHEREAS the proposed charter was discussed and revised at an open public forum on November 2, 1999, in Los Angeles;

WHEREAS a number of constructive criticisms, comments, and suggestions were made by a wide range of interested parties; and

WHEREAS the proposed charter was revised and redrafted and presented at the ICANN Public Forum on November 3, 1999; it is now

RESOLVED [99.138], that the Board endorses the proposed charter for the ad hoc group, and directs that it be included with these minutes as Attachment A; and

RESOLVED [99.139], that the President and CEO, working with Director Kraaijenbrink, is directed to establish a dedicated ICANN Public Comment Forum on the ICANN website, and to invite a small Editorial Group to coordinate and contribute to the work of the Forum.

 

Thanks and Appreciation

RESOLVED [99.140], that the Board gratefully acknowledges the financial backing of its financial contributors -- including American Online; DGT (Taiwan); Karl Fox; Ascend Communications; Internet Society of Israel; Joseph Le Baron; Bell Atlantic; JPNIC; John R. Patrick; British Telecommunications; Paul D. Stauffer; Chunghwa Telecom Co Ltd; Cisco Systems; Compaq Computer Corporation; Deutsche Telecom; France Telecom; Fundacion Airtel; GTE Internetworking; Horus Networks; IBM; Jones, Day, Reavis and Pogue; KPN; Latham & Watkins; Communications Industry Services (CIS) business unit of Lockheed Martin; Marengo Research; MCI Worldcom; Microsoft Corporation; Netscape Communications Corporation; NameSecure.com; Novell; NTT Communications, Japan; Quilcap Corp.; PSINet; Stichting Internet Domeinregistratie Nederland; Symantec; TheInternetCompany, Inc.; and UUNET -- whose generous support of and commitment to the ICANN process have made ICANN's success possible.

RESOLVED [99.141], that the Board gratefully acknowledges the critical financial support of 3Com Corporation, Cisco Systems, Inc., Deutsche Telekom, and MCI Worldcom, and directs the President to convey the Board's thanks and appreciation to the appropriate officers of those Corporations.

RESOLVED [99.142], that the Board gratefully acknowledges the contributions of the Advisory Committee on Independent Review, and thanks them for their Final Report.

 

At Large Membership

WHEREAS the Board has adopted a set of Bylaws setting forth the policy framework for ICANN's At Large membership structure and elections;

WHEREAS the Corporation has now received a significant commitment of funding from the Markle Foundation to support the launch of the At Large membership and election program as approved by the Board;

WHEREAS the Markle Foundation grant funds will permit ICANN to hire a dedicated At-Large membership project manager, and to provide the staff support necessary to the work of the Membership Implementation Task Force; it is now

RESOLVED [99.143], that the Board directs the President and CEO to promptly acquire appropriate staff and resources to carry out the tasks necessary to implement the Board's membership Bylaws and resolutions;

RESOLVED [99.144], that the President and CEO is directed to convene a Membership Implementation Task Force, which shall generate and implement strategies for outreach and recruitment of a broad and numerous membership that is globally representative of the Internet user community; design effective membership authentication and online election procedures; and undertake such other membership implementation responsibilities as may be assigned to it by the Board or the President;

RESOLVED [99.145], that the President and staff are directed to post by November 19, 1999, a public call to the ICANN community for nominations and expressions of interest in serving on the Task Force; and

RESOLVED [99.146], that the Board notes the many comments on the At Large membership structure and implementing Bylaws adopted by the Board, and directs the President and staff to analyze the comments, and to post for public review and comment a staff report on possible amendments to Article II of the Bylaws, as deemed advisable, prior to the end of January, 2000.

Domain Name System
Internationalized Domain Name ,IDN,"IDNs are domain names that include characters used in the local representation of languages that are not written with the twenty-six letters of the basic Latin alphabet ""a-z"". An IDN can contain Latin letters with diacritical marks, as required by many European languages, or may consist of characters from non-Latin scripts such as Arabic or Chinese. Many languages also use other types of digits than the European ""0-9"". The basic Latin alphabet together with the European-Arabic digits are, for the purpose of domain names, termed ""ASCII characters"" (ASCII = American Standard Code for Information Interchange). These are also included in the broader range of ""Unicode characters"" that provides the basis for IDNs. The ""hostname rule"" requires that all domain names of the type under consideration here are stored in the DNS using only the ASCII characters listed above, with the one further addition of the hyphen ""-"". The Unicode form of an IDN therefore requires special encoding before it is entered into the DNS. The following terminology is used when distinguishing between these forms: A domain name consists of a series of ""labels"" (separated by ""dots""). The ASCII form of an IDN label is termed an ""A-label"". All operations defined in the DNS protocol use A-labels exclusively. The Unicode form, which a user expects to be displayed, is termed a ""U-label"". The difference may be illustrated with the Hindi word for ""test"" — परीका — appearing here as a U-label would (in the Devanagari script). A special form of ""ASCII compatible encoding"" (abbreviated ACE) is applied to this to produce the corresponding A-label: xn--11b5bs1di. A domain name that only includes ASCII letters, digits, and hyphens is termed an ""LDH label"". Although the definitions of A-labels and LDH-labels overlap, a name consisting exclusively of LDH labels, such as""icann.org"" is not an IDN."