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Preliminary Report | Special Meeting of the Board

(Posted 20 March 2003)

ICANN's Transition Board of Directors held a meeting by teleconference on 18 March 2003. Directors Vint Cerf (chairman), Amadeu Abril i Abril, Karl Auerbach, Ivan Moura Campos, Jonathan Cohen, Masanobu Katoh, Hans Kraaijenbrink, Sang-Hyon Kyong, Stuart Lynn, Andy Mueller-Maguhn, Jun Murai, Alejandro Pisanty (joined the meeting while in progress), Nii Quaynor (joined the meeting while in progress), Francisco da Silva, and Linda S. Wilson participated. The Board adopted the following resolutions:

New CEO

Whereas, M. Stuart Lynn, ICANN President and CEO, has announced his intention to resign as President and CEO of ICANN at the conclusion of the ICANN Board Meeting on 27 March 2003, appropriate notice by Dr. Lynn having been duly given;

Whereas, on 28 June 2002, the Board adopted resolution 02.86 establishing an Executive Search Committee as an Advisory Committee "responsible for overseeing the search for a Chief Executive Officer and other officers as appropriate," with membership consisting of Vint Cerf (Chair), Rob Blokzijl, Ivan Moura Campos, Masanobu Katoh, Nii Quaynor, and Linda Wilson;

Whereas, on 31 October 2002, the Board adopted resolution 02.120 expanding the membership of the Executive Search Committee to include Helmut Schink and Michael Roberts;

Whereas, on 31 October 2002, the Board adopted resolutions 02.121, 02.122, and 02.123 authorizing the President to negotiate a commitment with an executive search firm acting upon the recommendation of the Executive Search Committee;

Whereas, ICANN retained Christopher Mill & Partners for that purpose;

Whereas, under the direction of the Executive Search Committee, Christopher Mill & Partners conducted an extensive worldwide search for candidates for the position, involving extensive consultation with members of the Internet community with a large number of contacts (including fifty-two interviews) and identification of a diverse group of candidates requiring serious consideration;

Whereas, the Executive Search Committee reviewed the results of this search and recommended several qualified candidates to the Board for its consideration;

Whereas, after due consideration and interviews with each of the recommended candidates, on 4 February 2003 the Board authorized the Chairman of the Board to enter into negotiations to secure the services of Dr. Paul Twomey as ICANN's President and CEO upon Dr. Lynn's retirement;

Whereas, the Board has been kept apprised of those negotiations and has provided guidance on the terms and conditions of an agreement;

Whereas, an agreement in principle, subject to Board approval, has been reached on the terms of Dr. Twomey's employment;

Whereas, the Board discussed the principal terms of Dr. Twomey's employment on 12 March 2003 and, based on that discussion, the language of a Managerial and Consulting Services Agreement and of a Confidentiality, Works, and Invention Agreement has been finalized;

Whereas, the terms of employment and the language of the Managerial and Consulting Agreement and the Confidentiality, Works, and Invention Agreement have been presented to the Board for its consideration;

Whereas, based on the various presentations it has received the Board is of the view that Dr. Twomey should succeed Dr. Lynn as President and Chief Executive Officer and that ICANN should enter into an Managerial and Consulting Agreement and a Confidentiality, Works, and Invention Agreement in substantially in the form presented;

Resolved [03.26] that Dr. Paul Twomey be, and hereby is, elected as President and Chief Executive Officer of the Corporation, to be effective upon M. Stuart Lynn's resignation from that position, and 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;

Further resolved [03.27] that a salary for Dr. Twomey at the rate of US$260,000 per annum and the other terms and benefits to secure Dr. Twomey's services as President and Chief Executive Officer are approved;

Further resolved [03.28] that the current President and Chief Executive Officer is authorized to enter on behalf of the Corporation into an Managerial and Consulting Services Agreement and a Confidentiality, Works, and Invention Agreement in substantially the same form as presented to the Board;

Further resolved [03.29] that the Vice President and General Counsel may authorize disbursements of the Corporation's funds, and sign checks, to the order of Dr. Twomey, that fulfill the terms of the Managerial and Consulting Services Agreement once it is entered; and

Further resolved [03.30] that the Board expresses its thanks to Christopher Mill & Partners, to the members of the Executive Search Committee, and to the many others in the Internet community who contributed to the successful search for ICANN's third President and Chief Executive Officer.

(The Board approved the above resolution by a 13-0-2 vote, with Mr. Mueller-Maguhn and Dr. Kyong abstaining.)

Amendments to Bylaws

Whereas, on 8 February 2003, the Evolution and Reform Committee posted various proposed amendments to the bylaws, which it amended on 23 February 2003;

Whereas, on 25 February 2003, the Board adopted many of the proposed bylaws, but did not adopt proposed Article VII, Section 8, instead requesting the General Counsel to prepare a revised version of the language of that section;

Whereas, on 3 March 2003 the General Counsel posted a revised version of Article VII, Section 8 of the bylaws, concerning ineligibilty of Nominating Committee members for selection to certain ICANN positions;

Whereas, based on comment from the community the General Counsel posted a revised proposal on 8 March 2003, which also proposed to amend Article VI, Section 4, concerning ineligibility of members of Supporting Organization Councils to serve on the Board;

Whereas, after considering the General Counsel's revised proposal, the Board concludes that adoption of the amendments to the bylaws as stated in that proposal would, with a revision, be in the best interest of ICANN;

Resolved [03.31] that the Board adopts the proposed amendments to the bylaws shown in Appendix A to these minutes (amending Article VI, Section 4 and adding Article VII, Section 8), to become effective on 25 March 2003;

Resolved further [03.32] that the prohibition on selection of Nominating Committee members to certain ICANN bodies embodied in new Article VII, Section 8, shall only apply to persons who serve on the Nominating Committee on or after the effective date of that provision.

(The Board approved the above resolution by a 15-0-0 vote.)

ccTLD Agreement for .tw

Whereas, on 10 March 2000, in resolution 00.13, the Board authorized the President and staff to work with the ccTLD managers, Governmental Advisory Committee, and other interested parties to prepare draft language for ccTLD contracts, policy statements, and/or communications, including appropriate funding arrangements, to be presented to the Board and posted for public comment as soon as practicable;

Whereas, on 13 March 2001, in resolution 01.37, the Board directed ICANN management to press forward with continued vigor toward the completion of draft legacy agreements, and to pursue, as needed, acceptable ccTLD agreements in triangular situations;

Whereas, negotiators for the Taiwan Network Information Center (TWNIC) and ICANN have reached agreement, subject to the ICANN Board's approval, on the terms of a ccTLD Sponsorship Agreement for the .tw top-level domain;

Whereas, the President recommends that authorization be given to enter into this agreement;

Resolved [03.33] that the President is authorized to enter on behalf of ICANN the ccTLD Sponsorship Agreement for .tw in the form provided to the Board, with any minor corrections or adjustments as appropriate;

Resolved [03.34] that, upon signature of the agreement, the President is authorized to take such actions as appropriate to implement the agreement.

(The Board approved the above resolution by a 14-0-1 vote, with Mr. Mueller-Maguhn abstaining.)

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."