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Special Meeting of the Board | Preliminary Report

[Special note from ICANN Secretary: A transcription of the board votes was taken and will be posted when the Board Minutes for this meeting are posted.]

The meeting was called to order by Vinton Cerf at 1:05 PM, Pacific Daylight Time. The Board took action on the following agenda items:

Approval of Amendment to .NET Registry Agreement

Tom Niles moved for the following resolution to be considered and Alejandro Pisanty seconded:

Whereas, ICANN and VeriSign have entered an agreement concerning the operation of the .NET registry effective 1 July 2005.

Whereas, the community of ICANN-accredited registrars, along with other members of the ICANN community, have voiced complaints concerning the content of the .NET agreement at the Luxembourg meetings and in postings thereafter.

Whereas, VeriSign issued a statement during the Luxembourg meeting agreeing to renegotiate terms relating to the wholesale price of names to registrars and the terms Registry-Registrar agreement (RRA).

Whereas, ICANN staff has spent several months engaged in discussions with VeriSign and the registrars community concerning appropriate revisions that could be made to the agreement in an attempt to address some of the community concerns.

Whereas, updates on the status of consultations and negotiations have been posted to the ICANN website on 9 August 2005 and 22 September 2005.

Whereas, these discussions have led to a proposed agreement between VeriSign and ICANN to amend the .NET Registry Agreement, as posted on the ICANN website for public comment on 22 September 2005.

Whereas, a public comment forum on the proposed amendment was opened on 22 September 2005 and closed on 10 October 2005.

Whereas, the Board has reviewed and considered the five comments that were submitted to the public comment forum <http://forum.icann.org/lists/net-amendment-comments>.

Whereas, the Board has determined that entering the proposed amendment would be in the best interests of ICANN and the Internet community.

Resolved (05.___) the Board authorizes the President and the General Counsel to enter the proposed amendment to the .NET Registry Agreement, and to take such actions as appropriate to implement the agreement as amended.

The board approved the above resolution by a vote of 10 affirmative votes, 1 negative vote and 2 abstentions.

Board Members casting affirmative votes were Vint Cerf, Mouhamet Diop, Demi Getschko, Joichi Ito, Veni Markovski, Thomas Niles, Alejandro Pisanty, Hualin Qian, Vanda Scartezini, and Paul Twomey.

A single negative vote was cast by Michael Palage.

Raimundo Beca and Peter Dengate Thrush abstained from voting.

Hagen Hultzsch and Njeri Rionge were not present for the vote.

Brussels Office Administrative Approvals

Michael Palage moved for the following resolution to be voted on and Raimundo Beca seconded:

Resolved (05.___), to open a branch office of a non-profit nature in Belgium, on effective immediately at 6 Rond Point Schuman, b. 5, 1040 Brussels under the name of Internet Corporation for Assigned Names and Numbers;

Resolved, that, in accordance with the purpose clause of the corporation, the branch office in Belgium be allowed to perform global management of Internet activities in Belgium and possibly in other countries, including but without limitation, policy support functions for the Internet community.

Resolved, to appoint Mr. Olof Nordling, a Swedish citizen residing in Belgium at [Olof Nordling's home address redacted here], as the branch manager and legal representative in Belgium, to serve in this capacity until his appointment is withdrawn by resolution of this Board of Directors;

Resolved, that Mr. Nordling, above-designated, be delegated full power to carry out the daily management of the branch, including, but without limitation to the foregoing, the following specific powers regarding the operations of such branch:

  1. Represent the corporation vis-à-vis all public authorities, whether governmental, regional, provincial, municipal or other, the Commercial Courts, Crossroads Bank for Enterprises, the Corporate Counters, the Tax Authorities, including the V.A.T. administration, the Postal Checks service, customs, postal, telephone and telegraph services, and all other public services and authorities;
  2. Sign daily correspondence, receive and sign receipts for registered letters or parcels addressed to the corporation through the post, the customs, the rail-, air- and other transport companies and services;
  3. Take out, sign, transfer or cancel all insurance policies and all contracts for supply of water, gas, power, telephone and other utilities for the branch, and pay invoices, bills and other dues relating thereto;
  4. Sign and accept all quotations, contracts and orders for the purchase or sale of office equipment and other investment goods, services and supplies necessary for the functioning of the branch which do not obligate the corporation to expend more than 500 Euro;
  5. Take or grant leases, including long term leases, on real estate, equipment or other fixed assets and enter into leasing agreements with respect to the same, upon approval from President and CEO of ICANN or ICANN's Board of Directors;
  6. Claim, collect and receive sums of money, documents or property of any kind and sign receipts with respect thereto;
  7. Affiliate the branch with all professional of business organizations;
  8. Represent the branch in court or arbitration proceedings, as plaintiff or defendant, negotiate settlements, take all necessary steps with respect to the above proceedings, obtain all judgments, and have them executed;
  9. Draft all documents and sign all papers in order to be able to exercise the powers listed above;
  10. Adopt all necessary measures to implement the resolutions and recommendations of the Board of Directors;
  11. Move the branch to any other location in Belgium.

Resolved that the banking powers of the branch shall be exercised by Mr. Nordling, above designated, who will have the power to:

  1. Open any kind of account with any bank, credit or financial institution, whether Belgian or foreign, or any kind of Postal Checks account, in the name of the corporation, and to operate these accounts;
  2. Sign, negotiate, and endorse for the account of the branch, all drafts, checks, bills of exchange, promissory notes and other similar documents;
  3. Ask for accept all loans, either short, medium of long term, in the name of the branch.

Resolved to declare that, in application of the Bylaws of the corporation, the Board of Directors decided that the fiscal year runs from July 1st to June 30th;

Resolved, to appoint Messrs. Luc Houben, Thomas De Muynck and Philippe Louviau, and Mrs Danielle Machiroux and Annick Vandenbergen at Jones Day, electing domicile at Boulevard Brand Whitlock 165, 1200 Brussels, Belgium, each acting alone, as proxyholder, with full powers to prepare, sign and file all documents and in general do all what is necessary to proceed with all required formalities with the Clerk of the Commercial Court, the Belgian State Gazette, the Crossroads Bank for Enterprises, the Corporate Counter and the V.A.T. administration. Luc Houben, Thomas De Muynck, Philippe Louviau, Danielle Machiroux and Annick Vandenbergen are entitled to subdelegate any and all the above powers.

The board approved the above resolution unanimously by all of the board members present 14-0. Hagen Hultzsch was not present for the vote.

Appointment of New Chief Financial Officer

Veni Markovski offered the following resolution for consideration and Thomas Niles seconded:

Whereas, Article XIII of the ICANN Bylaws provides that the Chief Financial Officer and other officers of ICANN will be elected annually by the Board.

Whereas, Diane Schroeder has provided exceptional service as ICANN's Chief Financial Officer since 2001.

Whereas, in that role Diane has also doubled as professional HR support for the business and also as the ICANN administrative and conference manager.

Whereas, the role of the finance function at ICANN has continued to evolve and grow in direct proportion to the growth and increased complexity in the business.

Whereas, to accommodate ICANN's growth it is necessary not only to add additional staff resources, but also to ensure that a fully qualified finance professional is at the helm of the ICANN finance function.

Whereas, a competitive candidate screening process has been completed by the ICANN CEO, VP Operations and Head of HR to source an individual qualified to take up the ICANN CFO role, which has resulted in a recommendation to appoint Melanie Keller to the role.

Resolved (05.___), Melanie Keller is elected Chief Financial Officer, to serve at the pleasure of the Board and in accordance with the Bylaws, and shall hold her office until her resignation, removal, or other disqualification from service, or until her successor shall be elected and qualified.

Resolved, (05.___) that the Board hereby authorizes Melanie Keller, in her role as ICANN's Chief Financial Officer, may authorize general disbursements of the ICANN's funds, and sign checks on behalf of ICANN, in amounts of US$10,000 or less.

Resolved (05.___) ICANN formally acknowledges the exceptional service provided by Diane Schroeder in the role of CFO. Her unceasing efforts to build a professional finance function have been acknowledged by the ICANN Board on past occasions. The ICANN Board offers their thanks to Diane for her many achievements and wish her well in her future endeavors as ICANN's Administration and Conference Manager.

The board approved the resolution by a unanimous vote of the Board Members present, 14-0. Hagen Hultzsch was not present for the vote.

Redelegation of .TK (Tokelau)

Veni Markovski offered the following resolution for consideration and Alejandro Pisanty seconded:

Whereas, the .TK top-level domain was originally delegated on 7 November 1997.

Whereas, ICANN has received a request for the redelegation of .TK to the Telecommunication Tokelau Corporation (TeleTok).

Whereas, ICANN has reviewed the request, and has determined that the proposed redelegation would be in the best interests of the local and global Internet communities.

Resolved (05.___) that the proposed redelegation of the .TK ccTLD to the Telecommunication Tokelau Corporation is approved.

The board approved the resolution by a unanimous vote of the Board Members present, 14-0. Hagen Hultzsch was not present for the vote.

Review of the GNSO Recommendation to Modify ICANN's Bylaws

Michael Palage moved for the following resolution to be considered and Vanda Scartezini seconded:

Whereas, the Board has received a request from the Council of the Generic Names Supporting Organization regarding possible changes to the ICANN Bylaws intended to enhance the openness and transparency of ICANN's operations.

Resolved (05.___) the Board directs the General Counsel to analyze the request, to seek any necessary clarification from the GNSO on the substance of the proposal, and to return to the Board with final proposed wording for an amendment to the Bylaws, subject to the usual public comment period for proposed Bylaws changes.

The board approved the resolution by a unanimous vote of the Board Members present, 14-0. Hagen Hultzsch was not present for the vote.

Other Matters

There was discussion regarding some other matters on the Board's agenda and the remaining agenda items were put over until the next possible time for the Board to take up such matters.

The Meeting was adjourned at 4:04 PM, Pacific Daylight Time.

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."